Payment of rewards under share reward scheme 2023-2025 in directed share issue without payment by conveying company's own shares
Raisio plc, Stock Exchange Release, March 24, 2026
In December 2022, Raisio plc's Board of Directors decided on the Group's key employees' share-based incentive scheme for the period that started on 1 January 2023 and ended on 31 December 2025.
Reward of the scheme for the earnings period 2023-2025 was based on the company's Total Shareholder Return (TSR), in addition to which the reward payment was dependent on the achievement of the Group's cumulative profit target (EBT, earnings before taxes) during the earnings period. Rewards are paid partly in the company's free shares and partly in cash. The cash payment is made to cover the taxes and fiscal fees arising from the reward.
Raisio plc's Board of Directors has on 24 March 2026 approved the bonuses to be paid under the share reward scheme as well as, in order to convey the part paid in shares to key employees, decided to implement a directed share issue without payment based on the authorisation granted to the Board of Directors by the Annual General Meeting of 15 April 2025.
In the share issue, a total of 199,931 Raisio plc's free shares held by the company will be conveyed without consideration to the key employees within the share reward scheme, deviating from the shareholders' pre-emptive subscription right.
From the company's point of view and taking into account the best interests of all of its shareholders, there is an especially weighty financial reason for the deviation from the shareholders' pre-emptive right in the directed share issue without payment by conveying company's own shares, since the purpose of the share reward scheme is to combine the objectives of owners and key employees in order to increase the company's value, as well as to commit the key employees to the company through direct share ownership. Direct share ownership is a way to further commit key employees to the company, as well as to strengthen the alignment of shareholders' and key employees' goals and interests.
The right to dividend and other shareholder rights begin on the day on which the shares have been registered in the key employee's book-entry account. The shares are planned to be transferred to the recipients' book-entry accounts on 31 March 2026.
The Board recommends that the key employees within the share reward scheme hold a substantial part of all shares they have received based on the scheme as long as the value of their holdings corresponds to their six months' gross salary.
The 199,931 free shares conveyed in the share issue correspond to 0.13% of all Raisio plc's shares and 0.03% of all votes.
RAISIO PLC
Mika Saarinen, CFO, tel. +358 400 726 808
RAISIO PLC
At Raisio, we make delicious food that promotes healthier eating. We make a healthier and happier world around us by innovating and winning the hearts of our consumers. We do not work alone; instead, we rely on our cooperation networks at every stage. Our strong brands, such as Benecol® and Elovena®, turn our ambitions into reality. We make the choice easy for consumers: we ensure that our products are responsible from different perspectives, so that consumers can choose our products with confidence. We have around 350 healthy food colleagues in six countries and export to more than 40 markets around the world. Raisio's shares are listed on Nasdaq Helsinki Ltd. In 2025, the Group's comparable net sales for continuing operations were EUR 224.2 million and the comparable EBIT was EUR 28.5 million. www.raisio.com
