Raisio - Company Announcement

Raisio Management Team’s incentive scheme completed through a share exchange

Raisio plc      Stock Exchange Release 25 February 2014

RAISIO MANAGEMENT TEAM'S INCENTIVE SCHEME COMPLETED THROUGH A SHARE EXCHANGE -
MANAGEMENT'S INDIRECT OWNERSHIP CHANGED INTO DIRECT SHARE OWNERSHIP 

Raisio plc's Managing Director and seven members of the Group's Management Team
(hereinafter: Management) acquired a company called Reso Management Oy
(previously: Raisio Management Oy) in June 2010. In July 2010, Reso Management
Oy acquired a total of 362,740 Raisio plc's free shares at market price from
the market and Management as well as a total of 4,120,000 free shares from
Raisio plc in a targeted share issue. The acquisitions were financed by the
Management's capital investments of EUR 1,161,000 in Reso Management Oy and by
a loan of EUR 10,449,000 granted by Raisio plc. Reso Management Oy holds a
total of 4,482,740 free shares, which covers some 2.7% of all Raisio plc shares
and some 0.5% of all votes of the shares. 

Raisio plc has purchased the Reso Management Oy shares held by two members of
the Management under the terms of the agreement related to the scheme in 2012.
Hence, Raisio plc holds 22.2% while the Managing Director and now five
Management Team members within the scheme hold 77.8% of Reso Management Oy
shares. 

On 25 February 2014, Raisio plc and Management agreed on and executed the share
exchange that changed Management's indirect ownership into direct share
ownership. In the share exchange, Raisio plc acquired Reso Management Oy shares
held by Management while the shareholders of Reso Management Oy, Raisio plc
excluded, received Raisio plc free shares as consideration. To implement the
share exchange, Raisio plc's Board of Directors decided, 25 February 2014, on a
targeted share issue where the company offered for subscription, in deviation
from the shareholders' pre-emptive subscription rights, 1,751,330 free shares
held by the company against share consideration to Management as the
shareholders of Reso Management Oy. 

The number of free shares transferred as consideration in the share exchange is
determined by Reso Management Oy's net assets and calculated, concerning both
the shares transferred as consideration and the Raisio plc shares held by Reso
Management Oy, using the trade volume weighted average quotation of the
company's free share on the NASDAQ OMX Helsinki Ltd during the period between
27 January and 21 February 2014 (EUR 4.589 per share). 

Raisio plc shares transferred in connection of the share exchange entitle to
the use of shareholder rights in the company after the shares have been
registered in the subscriber's book-entry account, which is expected to take
place no later than 27 February 2014. 

The decision to issue shares is based on the authorisation granted by the
Annual General Meeting of 27 March 2013. After the share exchange, the company
holds directly 3,300,390 free shares (RAIVV) and 212,696 restricted shares
(RAIKV) as well as 4,482,740 free shares indirectly through Reso Management Oy.
The number of issued free shares is 131,425,109 while the number of restricted
shares is 33,723,921. The share capital entitles to 805,903,529 votes. 

RAISIO PLC

Janne Martti
Treasury Director, Secretary of the Board
Tel. +358 50 5566 521



Further information:
Matti Perkonoja, Chairman of the Board
Call requests to Mr Matti Perkonoja will be forwarded by Teija Silomäki, tel.
+358 44 782 1272 





Raisio Group briefly

Raisio plc is an international specialist in plant-based nutrition. Raisio's
operations are divided into two divisions: Brands and Raisioagro. The Group's
key market areas are Finland, Great Britain, the Czech Republic, Russia,
Ukraine, Poland, Estonia and Sweden. Raisio plc's shares are listed on NASDAQ
OMX Helsinki Ltd. In 2013, the Group's net sales totalled EUR 558 million and
EBIT was EUR 39 million. The Group employs some 1,900 people. Raisio's
best-known brands are Benecol, Honey Monster, Elovena, Fox's, Dormen, Juicee
Gummee, Poppets and Benemilk. 





Distribution
NASDAQ OMX
Key media
www.raisio.com