Share-based incentive schemes

Subgroup Raisio UK's share-based incentive scheme 2012 - 2015

In December 2011, Raisio plc's Board of Directors decided on a synthetic share-based incentive and commitment scheme for the management and key employees of the British subgroup Raisio UK. The purpose of the scheme is to combine the objectives of owners, management and key employees in order to increase the company's capitalisation value, to commit the management and key employees to the company and to offer them a competitive reward system based on the value of a share.

The earning period of the scheme was 1 January 2012 - 31 December 2014. Based on the scheme, a cash reward corresponding to a maximum total of 400,000 Raisio plc free shares was originally intended to be paid by the end of April 2015. Value of a free share is determined by its average quotation on Nasdaq Helsinki Ltd during the period 1 March 2014 - 28 February 2015.

The amount of the reward is tied to the EBIT of Raisio's Brands Division and a prerequisite for receipt of the reward was, at first, that each person appointed to the scheme would still be employed by the Raisio Group on 28 February 2015. Initially, there were some 30 people within the scheme but only 4 in December 2015.

In August 2014, the incentive scheme was modified concerning four persons: it was agreed that their rewards are tied solely to the 2014 EBIT of the confectionery business and that the scheme is extended so that their potential rewards will not be paid until March 2016 provided they are still employed by the Raisio Group at the bonus payment date. 

Share-based scheme 2013 - 2015

In February 2013, Raisio plc's Board decided on the Group's key employees' share-based incentive scheme for the period of 2013 - 2015. The purpose of the scheme is to combine the objectives of owners and key personnel in order to increase the company's capitalisation value, to commit the key personnel to the company and to offer them a competitive reward system based on the company's share price development and earnings. 

The earning period of the share incentive scheme started on 1 January 2013 and ended on 31 December 2015. Potential bonus of the scheme, for the earning period 2013 - 2015, is based on the company's Total Shareholder Return (TSR). Bonus payment is dependent on the  achievement of the Group's cumulative profit target (EBT, earnings before taxes) during the earning period.

Bonuses for the earning period 2013 - 2015 will be paid in 2016, 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 bonus. In case the employment or service of a key employee ends before the bonus payment, as a rule no bonus is paid. 

The Board recommends that the key employees within the 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.

On 31 December 2015, a total of 26 persons were within the share incentive scheme. Bonuses to be paid based on the earning period 2013 - 2015 correspond to the value of a total maximum of 1,000,000 Raisio plc free shares including the part paid in cash.

Share-based scheme 2014 - 2016

In December 2013, Raisio plc's Board decided on the Group's new key employees' share-based incentive scheme for the period of 2014 - 2016. The purpose of the scheme is to combine the objectives of owners and key personnel in order to increase the company's capitalisation value, to commit the key personnel to the company and to offer them a competitive reward system based on the company's share price development and earnings.

The earning period of the share incentive scheme started on 1 January 2014 and will end on 31 December 2016. Potential bonus of the scheme for the earning period 2014 - 2016 is based on the company's Total Shareholder Return (TSR). Bonus payment is dependent on the achievement of the Group's cumulative profit target (EBT, earnings before taxes) during the earning period.

Bonuses for the earning period 2014 - 2016 will be paid in 2017, 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 bonus. In case the employment or service of a key employee ends before the bonus payment, as a rule no bonus is paid. 

The Board recommends that the key employees within the 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.

On 31 December 2015, a total of 30 persons were within the share incentive scheme. Bonuses to be paid based on the earning period 2014 - 2016 correspond to the value of a total maximum of 1,000,000 Raisio plc free shares including the part paid in cash. 

Share-based scheme 2015 - 2017  

In December 2014, Raisio plc's Board decided on the Group's new key employees' share-based incentive scheme for the period of 2015 - 2017. The purpose of the scheme is to combine the objectives of owners and key personnel in order to increase the company's capitalisation value, to commit the key personnel to the company and to offer them a competitive reward system based on the company's share price development and earnings. 

The earning period of the share incentive scheme started on 1 January 2015 and will end on 31 December 2017. Potential bonus of the scheme for the earning period 2015 - 2017 is based on the company's Total Shareholder Return (TSR). Bonus payment is dependent on the achievement of the Group's cumulative profit target (EBT, earnings before taxes) during the earning period.

Bonuses for the earning period 2015 - 2017 will be paid in 2018, 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 bonus. In case the employment or service of a key employee ends before the bonus payment, as a rule no bonus is paid. 

The Board recommends that the key employees within the 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. 

On 31 December 2015, a total of 37 persons were within the share incentive scheme. Bonuses to be paid based on the earning period 2015 - 2017 correspond to the value of a total maximum of 1,000,000 Raisio plc free shares including the part paid in cash. 

Share-based scheme 2016 - 2018  

In December 2015, Raisio plc's Board decided on the Group's new key employees' share-based incentive scheme for the period of 2016 - 2018. The purpose of the scheme is to combine the objectives of owners and key personnel in order to increase the company's capitalisation value, to commit the key personnel to the company and to offer them a competitive reward system based on the company's share price development and earnings. 

The earning period of the share incentive scheme started on 1 January 2016 and will end on 31 December 2018. Potential bonus of the scheme for the earning period 2016 - 2018 is based on the company's Total Shareholder Return (TSR). Bonus payment is dependent on the achievement of the Group's cumulative profit target (EBT, earnings before taxes) during the earning period.

Bonuses for the earning period 2016 - 2018 will be paid in 2019, 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 bonus. In case the employment or service of a key employee ends before the bonus payment, as a rule no bonus is paid. 

The Board recommends that the key employees within the 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. 

Some 40 persons are within the share-based scheme. Bonuses to be paid based on the earning period 2016 - 2018 correspond to the value of a total maximum of 1,000,000 Raisio plc free shares including the part paid in cash.