Raisio Oyj — Proxy Solicitation & Information Statement 2025

Mar 13, 2025

Raisio plc: Notice of Raisio plc's Annual General Meeting

Raisio plc: Notice of Raisio plc's Annual General Meeting

Raisio plcStock Exchange Release 13 March, 2025

NOTICE OF RAISIO PLC'S ANNUAL GENERAL MEETING

Raisio plc's shareholders are invited to attend the Annual General Meeting to be
held on Tuesday 15 April 2025 at 2 p.m. (EEST) in the Turku Fair Center at the
address Messukentänkatu 9-13, 20210 Turku, Finland. The reception of persons who
have registered for the meeting and the distribution of voting tickets will
commence at 1 p.m. (EEST) at the meeting venue.

The shareholders can also exercise their voting rights by voting in advance. For
further instructions, please refer to Section C 4.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the persons to scrutinize the minutes and to verify the counting
   of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the consolidated annual accounts, the
   report of the Board of Directors and the auditors' report for the year 2024 and
   the statement given by the Supervisory Board

-          Review by the CEO

The Annual Review, which includes the company's annual accounts, the
consolidated annual accounts, the report of the Board of Directors and the
auditors' report and the statement given by the Supervisory Board is available
on the company's website  (www.raisio.com/en/investors/corporate
-governance/annual-general-meeting/).

1. Adoption of the annual accounts and the consolidated annual accounts

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board proposes to the Annual General Meeting that a dividend of EUR 0.14
will be paid per share, of which EUR 0.11 is the basic dividend in accordance
with the company's dividend policy and EUR 0.03 the supplementary dividend. The
dividend will be paid on 29 April 2025 to the shareholders, who on the record
date 17 April 2025 are entered in the list of company's owners held by Euroclear
Finland Oy. Dividend will not be paid to the shares held by the company.

1. Resolution on the discharge from personal liability to members of the Board
   of Directors, members of the Supervisory Board and the CEOs

2. Presentation of the Remuneration Report of the governing bodies

The Board proposes that the Annual General Meeting adopts the Remuneration
Report of the company's governing bodies for the year 2024. Based on the
Companies' Act, the Annual General Meeting's resolution will be advisory.

The Remuneration Report is available on the company's website
(www.raisio.com/en/investors/corporate-governance/annual-general-meeting/).

1. Resolution on the remuneration of the members of the Supervisory Board

Shareholders who hold ca. 7.08 per cent of the shares and ca. 17.54 per cent of
the votes propose that the Chairman of the Supervisory Board be paid a yearly
remuneration of EUR 12,000 and that the Chairman of the Supervisory Board and
members of the Supervisory Board be paid a fee of EUR 350 for each meeting, in
addition to which their travel expenses will be compensated and they will
receive per diem allowance for meeting days according to the company's
travelling rules and that a meeting fee of EUR 350 be paid to the Chairman - and
if he/she is unable to attend, to the Deputy Chairman - for each Board Meeting
attended.

1. Resolution on the number of members of the Supervisory Board

Shareholders who hold ca. 7.08 per cent of the shares and ca. 17.54 per cent of
the votes propose that the number of members of the Supervisory Board be 25.

1. Election of members of the Supervisory Board

Shareholders who hold ca. 7.08 per cent of the shares and ca. 17.54  per cent of
the votes propose that John Holmberg, Linda Langh, Jukka Niittyoja, Juha Salonen
and Mervi Soupas be re-elected and Teemu Laitakoski and Terhi Löfstedt be
elected as new members, all for the term commencing at the closing of the Annual
General Meeting.

All of the nominees have given their consent for the election. Based on the
information received of the nominees, all are independent in relation to the
company and also from its significant shareholders, except for Jukka Niittyoja,
according to the definition set out in the Finnish Corporate Governance Code
(2025). Jukka Niittyoja is a member of MTK ry's group of delegates (i.e. the
Finnish Central Union of Agricultural Producers and Forest Owners).

Further information on the nominees is available on the company's website
(www.raisio.com/en/investors/corporate-governance/annual-general-meeting/).

1. Resolution on the remuneration of the members of the Board of Directors

Based on the proposals by the Nomination Committee, the Supervisory Board of
Raisio proposes that during the term commencing after the closing of the Annual
General Meeting, the remuneration payable to the Chairman of the Board would be
EUR 5,150 per month and the remuneration to the members of the Board EUR 2,650
per month. Approximately 20 % of this remuneration shall be paid by assigning
shares in the company's possession and approximately 80 % in cash. The
remuneration shall be paid in two equal instalments during the term, so that the
first instalment is paid on 15 June and the second on 15 December. In addition
to this, a remuneration of EUR 800 would be paid to the Chairman of the Board
for each board meeting and to the chairmen of the Board's committees for each
committee meeting and a remuneration of EUR 400 to the members of the Board for
each board meeting, including the meetings of the Board's committees.
Remuneration for meetings would be paid in cash. Moreover, they will receive per
diem allowance for meeting days and their travel expenses will be compensated
according to the company's travelling rules.

1. Resolution on the number of members of the Board of Directors

Based on the proposals by the Nomination Committee, the Supervisory Board of
Raisio proposes that the number of members of the Board of Directors would be
confirmed as six (6).

1. Election of members of the Board of Directors

Based on the proposals by the Nomination Committee, the Supervisory Board of
Raisio proposes that of the current members of the Board Tero Hemmilä, Leena
Niemistö, Pekka Tennilä and Arto Tiitinen would be re-elected and Antti Elevuori
and Reija Laaksonen elected as new members, all for the term commencing at the
closing of the Annual General Meeting. Current Board members Lauri Sipponen and
Ann-Christine Sundell have informed that they are not available for re-election.

All nominees are independent in relation to the company and from its significant
shareholders according to the definition set out in the Finnish Corporate
Governance Code and all have given their consent for the election. Further
information on the nominees is available on the company's website
(www.raisio.com/en/investors/corporate-governance/annual-general-meeting/).

1. Resolution on the remuneration of the auditors

The Board of Directors proposes on the recommendation of the Board's Audit
Committee that the auditors will be paid a remuneration for the financial year
2025 as per the invoice accepted by the company.

1. Resolution on the number of auditors and deputy auditors

The Board of Directors proposes on the recommendation of the Board's Audit
Committee that the Annual General Meeting elect two auditors and two deputy
auditors for the term that will continue until the end of the following Annual
General Meeting.

1. Election of auditors and deputy auditors

The Board of Directors proposes on the recommendation of the Board's Audit
Committee that auditing company Ernst & Young Oy and  Minna Viinikkala (APA), be
re-elected as auditors and Heikki Ilkka (APA) and Fredric Mattsson (APA) be re
-elected as deputy auditors, all for the term that will continue until the end
of the following Annual General Meeting.Ernst & Young Oy has informed that Mikko
Järventausta, APA, would continue as the responsible auditor.

The Audit Committee confirms that its recommendation is free from influence by
any third party and that no clause as set out in the Audit Regulation (Article
16, Section 6 of EU's Audit Regulation 537/2014) restricting the choice by the
AGM of the company's free choice to propose an auditor for election, has been
imposed on the company.

1. Resolution on the remuneration of the sustainability reporting assurer

The Board of Directors proposes on the recommendation of the Board's Audit
Committee that the sustainability reporting assurer will be paid a remuneration
for the financial year 2025 as per the invoice accepted by the company.

1. Election of the sustainability reporting assurer

The Board of Directors proposes on the recommendation of the Board's Audit
Committee that the Authorized Sustainability Audit Firm Ernst & Young Oy be
elected as the sustainability reporting assurer for the term that will continue
until the end of the following Annual General Meeting.

Election of Ernst & Young Oy as the sustainability reporting assurer is subject
to Ernst & Young Oy's election as the company's auditor.

Ernst & Young Oy has informed that in the event it is elected, Authorized Public
Accountant (APA) Mikko Järventausta would act as the responsible sustainability
reporting assurer.

1. Authorising the Board of Directors to decide on the acquisition of the
   company's own shares and/or accepting them as pledge

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the acquisition of the company's own shares by
using funds included in the company's non-restricted equity and/or accepting
them as pledge on the following terms and conditions:

The shares can be acquired for the purpose of developing the company's capital
structure, for use in the financing or implementing of company acquisitions and
other arrangements, and for realising share-based incentive systems or otherwise
to be assigned further or to be annulled.

Shares can be acquired and/or accepted as pledge in one or more lots, a maximum
of 6,250,000 shares at a time; a maximum of 5,000,000 of them can be free shares
and a maximum of 1,250,000 can be restricted shares. The shares must be acquired
or accepted as pledge so that the total number of shares in the company's or its
subsidiary's possession or held as a pledge by them will not exceed ten (10) per
cent of all the company's shares after the acquisition or accepting as pledge.
The Board of Directors is entitled to acquire company's own shares in a
proportion other than according to the proportions of the different types of
shares and to decide on the order in which the shares are acquired.

The acquisition of the shares will be implemented on the basis of the market
price formed in the public trading organised by the Nasdaq Helsinki Ltd. (Stock
Exchange) so that the share-specific minimum price of the shares to be acquired
during the validity of the authorization is the lowest and similarly, the
maximum price is the highest market price quoted in public trading. The purchase
price of the shares shall be paid to the sellers within a payment term
determined in accordance with the rules of the Stock Exchange and Euroclear
Finland Ltd.

As the acquisition is implemented in public trading, the shares are acquired in
a proportion other than according to the proportions of the shares in the
shareholders' possession. The acquisition of shares decreases the distributable
non-restricted equity of the company.

The Board of Directors shall decide on other terms and conditions related to the
acquisition of the company's own shares and accepting them as pledge.

The authorization will be valid until the conclusion of the following Annual
General Meeting, and until 30 April 2026 at the latest, and it cancels the
authorization granted by the Annual General Meeting on 9 April 2024.

1. Authorising the Board of Directors to decide on the issuance of shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on share issues (1) by assigning a total of no more
than 6,180,000 free shares that are in the company's possession and a total of
no more than 1,250,000 restricted shares that are in the company's possession
and (2) by giving out a total of no more than 10,000,000 new free shares.

The Board of Directors is authorised to decide to whom and in what order the
company's own shares are assigned and new shares given. Shares can be assigned
and given in one or more instalments.

The Board of Directors can decide on the assignment of the company's own shares
and giving new shares otherwise than in a proportion where the shareholders have
a primary right to the company's shares, if there exists weighty financial
reason for a deviation from the company's point of view. Development of the
company's capital structure, financing or implementation of company acquisitions
or other arrangements and realisation of share-based incentive systems can be
considered weighty financial reasons from the company's point of view.

The Board of Directors can also decide on assigning the company's own shares in
public trading organised by the Nasdaq Helsinki Ltd. (Stock Exchange) for
raising funds for the financing of investments and possible company
acquisitions.

The shares can also be assigned against a compensation other than money, against
set-off or otherwise on certain terms and conditions.

The Board of Directors is entitled to decide on other terms and conditions of a
share issue.

The authorization will be valid until the conclusion of the following Annual
General Meeting, and until 30 April 2026 at the latest, and it cancels the
authorization granted by the Annual General Meeting on 9 April 2024.

1. Closing of the meeting

B. Documents of the Annual General Meeting

This notice, together with proposals for the matters on the agenda of the Annual
General Meeting, the Remuneration Report and the Annual Review, which includes
the company's annual accounts, consolidated annual accounts, the report of the
Board of Directors and the auditors' report and the statement given by the
Supervisory Board are available on the company's website
(www.raisio.com/en/investors/corporate-governance/annual-general-meeting/). The
decision proposals and the other above-mentioned documents are also available at
the meeting. Copies of these documents and of this notice will be sent to
shareholders upon request.

The minutes of the meeting will be available on the company's above mentioned
website on
29 April 2025 at the latest.

C. Instructions for the participants of the Annual General Meeting

1. Shareholder recorded in the shareholders' register

Each shareholder, who on the record date of the Annual General Meeting, 3 April
2025 is registered in the shareholders' register of the company held by
Euroclear Finland Oy, has the right to participate in the Annual General
Meeting.

Registration for the Annual General Meeting begins on 13 March 2025 at 9 a.m.
(EET). A Shareholder, whose shares are recorded in the shareholder's register,
shall register in the meeting no later than by 8 April 2025 at 3 p.m. (EEST).

Registering for the meeting is possible by using the following methods :

a)    through Raisio plc's website at  (www.raisio.com/en/investors/corporate
-governance/annual-general-meeting/)

For shareholders that are natural persons, electronic registration requires
strong electronic authentication by personal online banking credentials or a
mobile certificate or alternatively  book-entry account number and personal ID.
When logging into the service, natural persons can register for the Annual
General Meeting, provide details of their proxy representative and vote in
advance.

For shareholders that are legal entities, electronic registration does not
require strong electronic authentication. Shareholders that are legal entities
should enter their book-entry account or equity savings account number and
business ID. In case the shareholder that is a legal entity uses electronic
Suomi.fi authorization service, the registration requires strong electronic
authentication, which works with personal online banking credentials or a mobile
certificate.

b)   by e-mail to the address osakaspalvelu@raisio.com;

c)    by phone to +358 2443 2111 (from Mondays to Fridays between 9 a.m. and 3
p.m.) or

d)   by regular mail addressed to Raisio Oyj, Osakaspalvelu, P.O. Box 101, FI
-21201 Raisio, Finland

In connection with the registration, a shareholder must state the requested
information, such as their name, personal identification number or business
identity code, address, telephone number and email address, their book-entry
account or equity savings account number and the name of any possible assistant
or proxy representative, and the personal identification number of their proxy
representative.Any personal data provided will be used only for the purposes of
the Annual General Meeting and for the processing of related registrations.

The shareholder, their proxy representative or legal representative shall be
able to prove their identity and/or right of representation at the Annual
General Meeting.

If the shareholder is a minor, the consent of both of the minor's legal
guardians is requested to be provided in connection with the registration for
verifying the right to represent the shareholder. If the minor has only one
legal guardian or someone other than a parent has been appointed the minor's
legal guardian, an extract from the civil register or another evidence is
requested to be provided.

1. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which they on the Annual
General Meeting record date 3 April 2025 would be entitled to be registered in
the shareholders' register held by Euroclear Finland Oy. The right to
participate in the Annual General Meeting requires, in addition, that the
shareholder on the basis of such shares has been temporarily registered into the
shareholders' register held by Euroclear Finland Oy by 10 April 2025 at 10 a.m.
(EEST) at the latest. As regards nominee-registered shares, this constitutes due
registration for the Annual General Meeting. Changes in shareholding after the
Annual General Meeting record date affect neither the right to participate in
the Annual General Meeting nor the shareholders' number of votes.

A holder of nominee-registered shares is advised to request without delay the
necessary instructions regarding temporary registration in the shareholders'
register, the issuing of proxy documents, registration in the Annual General
Meeting and advance voting from their custodian bank. The account management
organization of the custodian bank shall register a holder of the nominee
-registered shares, who wants to participate in the Annual General Meeting,
temporarily into the shareholders' register of the company by the time stated
above at the latest and if necessary, arrange advance voting on behalf of the
holder of nominee-registered shares.

1. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their
rights at the meeting also by way of proxy representation.

A proxy representative shall provide a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the
Annual General Meeting. Should a shareholder participate in the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares in different book-entry accounts or equity savings accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Annual General Meeting.

Shareholders that are natural persons can appoint a proxy representative in
connection with the registration to the Annual General Meeting at the company's
website. Otherwise, a proxy document must be used.

Possible proxy documents should be delivered to the company by mail to Rai­sio
Oyj, Osa­kaspalvelu, P.O. Box 101, FI-21201 Rai­sio, Finland or by e-mail to
osakaspalvelu@raisio.com before the end of the registration period 8 April 2025
at 3 p.m. (EEST), by which time the proxy authorization documents have to be
received. In case the proxy document has been delivered as a copy, the original
document must be presented at the meeting venue. Shareholders or their proxy
representatives must also register for the Annual General Meeting in the manner
described above in this notice.

A proxy template is available on the company's website at
(www.raisio.com/en/investors/corporate-governance/annual-general-meeting/).

Shareholders that are legal entities can also use the electronic Suomi.fi
authorization service instead of the traditional proxy authorization. The
shareholder that is a legal entity authorizes a representative appointed by it
in the Suomi.fi service at www.suomi.fi/e-authorizations (using the
authorization topic “Representation at the General Meeting”). When registering
to the Annual General meeting in the electronic meeting service , the
representative must identify themselves with strong electronic authentication,
after which the electronic mandate is automatically verified. The strong
electronic authentication works with personal online banking credentials or a
mobile certificate. For more information, see www.suomi.fi/e-authorizations.

1. Advance voting

Shareholders with a book-entry account or an equity savings account may also
vote in advance on certain agenda items of the Annual General Meeting during the
period between 13 March 2025 at 9 a.m. (EET) until 8 April 2025 at 3 p.m.(EEST)

a)      on Raisio plc's website at (www.raisio.com/en/investors/corporate
-governance/annual-general-meeting/)

Electronic advance voting requires authentication as described under Section
C.1; or

b)      by e-mail or regular mail

Shareholders may also submit the advance voting form available on the company's
website or corresponding information by mail to Raisio Oyj, Osakaspalvelu, P.O.
Box 101, FI-21201 Raisio, Finland or by e-mail to osakaspalvelu@raisio.com.

Advance votes must have arrived before the closing date of advance voting. If a
shareholder participates in the Annual General Meeting by submitting votes in
advance to Raisio plc before the deadline for registration and advance voting,
the submission constitutes due registration for the Annual General Meeting,
provided that it contains the information required for registration, as
mentioned above in this notice.

Under the Finnish Companies Act, shareholders who have voted in advance cannot
exercise their right to ask questions, demand a vote at the Annual General
Meeting or vote on a possible counterproposal, unless they participate in the
Annual General Meeting at the meeting venue in person or by way of proxy
representation.

For holders of nominee-registered shares, advance voting is carried out via the
custodian. The account management organization of the custodian may cast advance
votes on behalf of the holders of nominee-registered shares in accordance with
the voting instructions provided by the holders of nominee-registered shares
during the registration period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented
unchanged to the Annual General Meeting.

The terms and conditions as well as other instructions concerning the advance
voting are available on the company's website at
(www.raisio.com/en/investors/corporate-governance/annual-general-meeting/).

1. Other instructions and information

The Annual General Meeting is held in Finnish.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to ask questions and
request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the Annual General Meeting record date affect
neither the right to participate in the Annual General Meeting nor the
shareholder's number of votes.

On the date of this notice the total number of Raisio plc's shares is
159,170,336, of which 30,108,594 are restricted shares with 602,171,880 votes
and 129,061,742 free shares with 129,061,742 votes. On the date of this notice
the company holds a total of 1,180,659 free shares that do not entitle to
participate in the Annual General Meeting.

In Raisio 13 March 2025

RAISIO PLC

The Board of Directors

RAISIO PLC
At Raisio, we make food from the heart, with the aim of bringing health to
ourselves and the Earth. We keep creating better plant-based and heart-healthy
products so that eating healthily and within the Earth's ecological capacity can
be a pleasure. Our strong brands, such as Benecol® and Elovena®, turn our
ambitions into reality. Through our responsibility work, we make the hard
choices for consumers, so that they can choose Raisio products with confidence.
We have around 350 healthy food colleagues in seven countries and export to more
than 40 markets around the world. Raisio's shares are listed on Nasdaq Helsinki
Ltd. In 2024, the Group's comparable net sales for continuing operations were
EUR 226.8 million and the comparable EBIT was EUR 23.4 million. www.raisio.com