Raisio - Company Announcement

RAISIO PLC'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLAN

Raisio plc, Stock Exchange Release 23 June 2010                                 

RAISIO PLC'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE          
MANAGEMENT INCENTIVE PLAN                                                       

The Board of Directors of Raisio plc (Company) has today decided on a new       
incentive plan directed to the members of the Raisio Group Management Team. The 
purpose of the plan is to commit the members of the Management Team to the      
Company by encouraging them to acquire and hold the Company's shares, and this  
way increase the Company's shareholder value in the long run, as well as to     
support the attainment of the Company's strategic objectives. Through this      
incentive plan, the executives personally invest a considerable amount of their 
own funds in the Company's free shares. The executives finance their investments
partly themselves and partly by a loan provided by the Company. The actual owner
risk will be carried out personally by the executives for the part of their     
personal investment in the plan.                                                

For the purpose of the share ownership, the members of the Management Team will 
acquire a limited company named Raisio Management Oy (Raisio Management), whose 
entire share capital they own. The intention of Raisio Management is to acquire 
the Company's free shares partly from the market or from the members of the     
Management Team at market price, and partly from the Company. The number of     
shares to be acquired is approximately 4,500,000 free shares. The acquisitions  
will be financed by capital investments in Raisio Management by the members of  
the Management Team, in the total amount of EUR 1,161,000, as well as by a loan 
provided by the Company, in the maximum amount of EUR 10,449,000. Some of the   
members of the Management Team will finance their capital investments in Raisio 
Management by transferring a proportion of the Company's free shares they hold  
to Raisio Management or by selling them to the market. After the plan has been  
implemented, the members of the Management Team will hold approximately 2.7% of 
all of the Company's shares and approximately 0.5% of all of the votes of the   
shares through Raisio Management.                                               

On the basis of authorization granted by the Annual General Meeting of          
Shareholders of the Company on 25 March 2010, the Board of Directors of the     
Company decided on a share issue against payment directed to Raisio Management. 
In the share issue, a maximum of 4,250,000 free shares held by the Company will 
be offered for subscription by Raisio Management, in derogation from the        
shareholders' pre-emptive subscription rights. There are weighty financial      
reasons for the derogation from the shareholders' pre-emptive subscription      
rights as the shares to be transferred in the share issue will be used for the  
implementation of the incentive and commitment plan of the members of the       
Company's Management Team. Because free shares held by the Company are          
transferred in the share issue, the number of the Company's shares will not     
change.                                                                         

The subscription price (the transfer price) of a free share is the trade volume 
weighted average quotation of the Company´s free share on the NASDAQ OMX        
Helsinki Ltd. during 5 May—22 June 2010, i.e. EUR 2.58. The share subscription  
period is 1 July and 2 July 2010. The subscribed shares must be paid on 16 July 
2010, at the latest. The subscription price will be credited to the reserve for 
invested unrestricted equity of the Company. Right to dividend and other        
shareholder rights will commence after the free shares to be transferred have   
been paid and registered on the book-entry account of Raisio Management.        

As part of the plan, the Board of Directors of the Company has today decided to 
grant to Raisio Management an interest-bearing loan in the maximum amount of EUR
10,449,000 to finance the acquisition of the Company's free shares. The loan    
will be repaid in full by 31 March 2014, at the latest. Should the plan be      
continued by one year at a time in 2013, 2014, 2015 or 2016, the loan period may
be extended respectively. Raisio Management has the right to repay the loan     
prematurely at any time and the obligation to repay the loan prematurely by     
selling the the Company's free shares it holds, in case the Company's share     
price exceeds a certain level determined in the plan, otherwise than            
occasionally.                                                                   

The plan will be valid until the turn of the year 2013—2014, after which the    
plan is intended to be dissolved in a manner to be determined later. The plan   
may be dissolved, e.g., by merging Raisio Management with the Company, or by    
selling the Company's free shares held by Raisio Management to the Company, or  
otherwise. The plan will be continued by one year at a time, in case the        
Company's share price in October—November 2013, 2014, 2015 or 2016 is lower than
the average share price which Raisio Management paid for the Company's free     
shares.                                                                         

During the validity of the plan, the transfer of the Company's free shares held 
by Raisio Management has been restricted. The share ownership in Raisio         
Management by the members of the Management Team will mainly be valid until the 
dissolution of the plan. If the employment or service of a member of the        
Management Team ends before the dissolution of the plan, for reasons related to 
a member of the Management Team, his or her share in Raisio Management may be   
redeemed before the dissolution of the plan without him or her gaining any      
financial benefit from the plan.                                                

RAISIO PLC                                                                      

Heidi Hirvonen                                                                  
Communications Manager                                                          
tel. +358 50 567 3060
Further information                                                             
Call requests to Mr Simo Palokangas, Chairman of the Board, will be forwarded by
Heidi Hirvonen.                                                                 



Distribution                                                                    
NASDAQ OMX                                                                      
Key media                                                                       
www.raisio.com