Apetit Oyj — Board/Management Information 2021

Apr 23, 2021

Apetit’s long term commitment and incentive schemes for key personnel

Apetit’s long term commitment and incentive schemes for key personnel

Apetit Plc, Stock exchange release on 23 April 2021 at 2:15 p.m.

The Board of Directors of Apetit Plc (“Apetit”) has decided on the establishment
of a long term matching share scheme 2021-2023 and on the establishment of a
performance-based share scheme 2021-2023, whereupon the possible rewards will be
paid as a combination of Apetit Plc’s shares and cash.

The purpose of the above-mentioned long-term incentive schemes is to further
incentive and enhance the commitment of the key personnel of the company and
thus to align the objectives of the key personnel, the company, and its
shareholders. Participation in the schemes is voluntary.

The members of the Group Management Team, currently six people, are entitled to
participate in the incentive schemes at the beginning thereof. The Board of
Directors may decide on inviting new key personnel to the incentive schemes. The
Board of Directors of Apetit Plc is planning to launch a new potential long-term
commitment and incentive period each year. However, the Board of Directors of
Apetit Plc shall decide on the launch of new periods and the forms, conditions
and personnel covered by the schemes separately on an annual basis.

Matching Share Plan 2021 - 2023

The Matching Share Plan comprises of the key personnel’s personal investment in
the company's shares and of their right to receive one additional share without
consideration for each self-acquired and retained company share as described in
more detail below, after the earning period ends on 15 March 2023, as well as a
cash reward corresponding to the number of shares to be issued. The purpose of
the cash reward is to cover the taxes and tax-like payments to the key personnel
arising from the issuance of shares.

The matching shares and the related cash portion shall be paid to the
participants when the payment conditions are met, approximately on 15 March
2023, in a manner decided by the Board of Directors of Apetit Plc.

A maximum of 8,000 new shares or shares held by the company can be issued as
additional shares and the cash reward corresponding to the same number of shares
can be given within the Matching Share Plan. The maximum value of the plan,
including the shares and the portion to be paid in cash, is approximately EUR
0.2 million calculated based on the average share price on the trading day
preceding this release.

Transfer of own shares for the personal investment of the Matching Share Plan

The Board of Directors of the Company has decided on a directed share issue
against consideration in accordance with the authorization given by the Annual
General Meeting on 27 March 2018, in which the company offers treasury shares
held by Apetit Plc to be acquired by the key personnel. The shares are offered
against consideration at the fair value of the shares at the time of the
transfer.

In accordance with the authorization, the transfer price of the own shares is
the fair value at the time of the transfer, which is determined based on the
trading price determined in public trading arranged by Nasdaq Helsinki Oy. The
fair value is calculated using the weighted average share price on the trading
day preceding the trade date. The acquisition price of the shares is recorded in
the invested unrestricted equity fund. The company is responsible for the
transfer taxes and transaction costs arising from the arrangement.

In the share issue, a total of 8,000 own shares held by the company shall be
transferred to six key persons belonging to the Matching Share Plan.

In connection with the Matching Share Plan described above, the key personnel
shall acquire the shares to be acquired by personal investment approximately on
12 May 2021, after the Business Review of Apetit Plc from 1 January – 31 March
2021 has been released.

After the transfer of the shares, the company holds 81,230 own shares.

Performance Share Plan 2021-2023

In the Performance Share Plan, the potential receipt and amount of the reward is
based on the operating profit of the Apetit Group from 1 April 2021 to 31 March
2023 and the person's continued employment or service relationship with the
company.

If the set performance targets are achieved in full, the maximum amount of share
rewards to be transferred under the plan is 10,478 new shares or treasury shares
held by the company, and the cash reward corresponding to the number of shares
in a manner decided by the Board of Directors. The purpose of the portion to be
paid in cash is to cover taxes and tax-like charges to the key personnel arising
from the portion to be issued in shares.

The potential share reward and the related cash reward will be paid to the
participants when the payment conditions are met, approximately on 15 June 2023
in the manner decided by the Board of Directors of Apetit.

The maximum value of the plan, including both the share and cash rewards, is
approximately EUR 0.2 million at the average share price on the trading day
preceding this release.

Other terms

The condition for continuation of employment is applied to the incentive
schemes. Accordingly, if the participant's employment or service with Apetit
terminates before the time of payment of the reward, the participant is
generally not entitled to the reward based on the plan. For weighty reasons, the
Board of Directors of Apetit Plc has the right to change the terms or grounds of
payment of the schemes, either in full or on an individual basis.

The Board of Directors of Apetit Plc recommends that the shares purchased by key
personnel themselves and received as a reward should be retained for at least as
long as the value of the shares held corresponds to at least 50% of the fixed
gross annual salary.

Apetit Plc

Board of Directors

Further information:

Lasse Aho, Vice President of the Board of Directors, tel. +358 290 00 1050

Apetit is a food industry company firmly rooted in Finnish primary production.
Our operations are based on a unique and sustainable value chain: we create well
-being with vegetables by offering tasty food solutions that make daily life
easier. We also produce high-quality vegetable oils and rapeseed expellers for
feeding stuff, and trade grain on the international markets. Apetit Plc's shares
are listed on Nasdaq Helsinki. In 2020, Apetit Group's net sales were EUR 293
million.