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•	Voting

•	Summary of Proposals

•	Election of Directors

•	Corporate Governance

•	Proposal for the 2019 Long-Term Incentive Compensation Plan

•	Proposal for the 2004 Employee Share Purchase Plan Restated and Amended 2019

•	Proposal for an Advisory Vote on Executive Compensation

•	Appointment of Independent Registered Public Accounting Firm

•	Share Ownership

•	Executive Compensation

•	Director Compensation

•	CEO Pay Ratio

•	Other Information

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•	Vote by telephone: If you received a proxy card, you can vote by phone at any time by calling the toll-free number (for residents of the U.S.) listed on your proxy card. To vote, enter the control number listed on your proxy card and follow the simple recorded instructions. If you vote by phone, you do not need to return your proxy card.

•	Vote by mail: If you received a proxy card and choose to vote by mail, simply mark your proxy card, and then date, sign and return it in the postage-paid envelope provided.

•	Vote via the Internet: You can vote by Internet at any time by visiting the website listed on your proxy card, notice document or email that you received. Follow the simple instructions and be prepared to enter the code listed on the proxy card, notice document or email that you received. If you vote via the Internet, you do not need to return your proxy card.

•	Vote in person at the Annual Meeting.

•	Notifying Naran U. Burchinow, our Secretary, in writing prior to the Annual Meeting;

•	Submitting a later dated proxy card, telephone vote or Internet vote; or

•	Attending the Annual Meeting and revoking your proxy in writing.

•	to elect the nominated directors,

•	to approve the 2019 Long-Term Incentive Compensation Plan,

•	to approve the 2004 Employee Share Purchase Plan Restated and Amended January 2019,

•	to approve this year's advisory resolution on executive compensation, and

•	to ratify the selection of the independent registered public accounting firm.

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•	Able to serve for a reasonable period of time

•	Multi-business background preferred

•	Successful career in business preferred

•	Active vs. retired preferred

•	Audit Committee membership potential

•	Strategic thinker

•	Leader / manager

•	Agribusiness background, domestic and international

•	Transportation background

•	Brand marketing exposure

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(a)

Annual Incentive Plan. The Company’s annual cash compensation program for management ("AIP") is based on one year of pretax income performance as defined by U.S. generally accepted accounting principles, adjusted to remove certain non-operating items, as described in the 2018 Financial Performance Highlights section below. By measuring only one year of income results, an incentive can be created to maximize short-term, same year profits by making unwise credit decisions which might increase long-term counterparty risk. This incentive is mitigated by the following: (i) the Company caps all short-term incentive compensation at two times the targeted amount for each position; (ii) the Company’s Vice

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(b)

Performance Share Units. Company officers receive Performance Share Units ("PSUs") that vest based upon service and performance which is measured by three years of cumulative diluted earnings per share on a rolling basis. Company officers also receive PSUs that vest based upon relative total shareholder return ("rTSR") over a three-year period. Absent mitigating controls to monitor equity transactions and manage the Company’s leverage, these awards might otherwise induce actions to be taken to improve Company earnings per share results by creating a riskier balance sheet position by increasing the Company’s leverage or through the use of cash to purchase shares on the open market. The PSU award criteria might also encourage aggressive acquisition strategies, under which the Company might incur imprudent amounts of debt to finance riskier acquisitions in order to increase short-term earnings per share and thereby increase PSU awards. This incentive is mitigated by the following controls: (i) acquisitions of any significance require the approval of the CEO and the Board of Directors; (ii) officers have equity retention requirements, which would be negatively impacted by transactions with large inherent risk, (iii) the Company’s leverage is managed within set guidelines by the CEO and the CFO, within levels approved by the Board of Directors.

(c)

Non-qualified stock options. From time to time, the Company may award non-qualified stock options ("NQSOs") to certain Company officers. NQSOs are awards which grant the rights to acquire a certain number of shares of Company stock at the market price on the date of grant for an established term - typically five or more years. The rights to acquire such shares vest to the recipient according to a schedule defined in the terms of the grant agreement. NQSO's present a long-term incentive to executives with the choice of when to exercise the right to acquire the shares under the terms of the grant agreement. In this respect, NQSOs encourage executives to enter into transactions with long-term risks which may result in short-term gains in stock price at the expense of the Company’s long-term financial performance. The temptation to engage in such transactions is mitigated by the following controls: (i) major transactions which might affect short-term stock price require the approval of the CEO and the Board, and (ii) our internal criteria for approving major investments considers several factors, including a RAROC (Risk Adjusted Return on Capital) analysis whereby riskier investments require higher reward prospects for approval, making approval more difficult to achieve.

(d)	Restricted Share Awards. Restricted Share Awards (“RSAs”) are shares of Common stock delivered at grant date that vest over a three-year period. The main objective of RSAs is to promote retention. To a lesser extent, they also create focus on share price and alignment with shareholders, and the Company does not feel this is significant enough to encourage the taking of undue risk positions.

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•	enhance the profitability and value of the Company for the benefit of its stockholders, by providing equity ownership opportunities to key employees so their interests align with those of our stockholders;

•	enable the Company to offer eligible individuals cash and stock‑based incentives in order to attract, retain and reward such individuals; and

•	strengthen the mutuality of interests between such individuals and the Company's stockholders

•	stock options:

•	stock appreciation rights ("SARs");

•	restricted stock;

•	performance awards;

•	other stock-based and cash-based awards.

•	Need for additional shares for purposes of incentive compensation;

•	Employee participation and eligibility levels projected over the next 3-4 years;

•	Growth in Company share price value and employee compensation;

•	Impact of mergers, acquisitions and divestitures on future participation;

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•	Number of years the previous plans met the Company's needs.

•	be administered by a committee of the Board comprised entirely of independent directors;

•	set a fixed number of shares authorized for issuance with no evergreen feature, which will require us to ask our shareholders to approve an additional share authorization pursuant to a new plan upon depletion;

•	require stock options and SARs be granted with an exercise price or grant price of at least 100% of the fair market value of the option shares on the grant date;

•	not include any “liberal” share recycling provisions, so that shares withheld to pay taxes or to exercise options and SARs are not returned to the plan for future awards;

•	prohibit option and SAR repricing without stockholder approval;

•	not provide for vesting sooner than twelve (12) months from the grant date or a Performance Period that is less than twelve months, other than in connection with a Change in Control or in connection with a participant's death or disability, and except with respect to a maximum of five percent (5%) of the aggregate;

•	not provide for automatic full acceleration of outstanding equity awards in the event of a Change in Control if such equity awards continue, are assumed or substituted for by the successor organization;

•	provide Committee discretion to accelerate vesting or lapse of restrictions when deemed in the best interest of the Company;

•	provide maximum limits on the number of awards that can be granted to any non-employee director under the 2019 Plan; and

•	subject all awards granted under the 2019 Plan to the Company’s recoupment policy, as in effect from time to time.

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(1)

This number includes 325,000 Non-Qualified Stock Options (“Options”), 246,804 total shareholder return-based performance share units, 246,798 earnings per share-based performance share units, and 218,369 restricted shares outstanding under The Andersons, Inc. 2014 Long-Term Performance Compensation Plan. This number does not include any shares related to the Employee Share Purchase Plan. The Employee Share Purchase Plan allows employees to purchase common shares at the lower of the market value on the beginning or end of the calendar year through payroll withholdings. These purchases are completed as of December 31.

(2)	This number includes 51,414 Common Shares available to be purchased under the Employee Share Purchase Plan and 409,664 shares available under equity compensation plans.

(3)

In connection with the Company’s acquisition of the interests in LTG the Company did not already own the Company established the Lansing Acquisition 2018 Inducement and Retention Award Plan (the “Inducement Plan"). The Inducement Plan is to be used exclusively for the grant of equity awards to individuals who were not previously an employee or non-employee director of the Company (or following a bona fide period of non-employment), as an inducement material to each such individual entering into employment with the Company and to replace existing LTG equity awards. The Company expects to issue up to 650,000 shares of restricted stock under the Inducement Plan in multiple grants. Approximately 280,000 shares have vesting dates of June 30, 2019, April 1, 2020 and April 1, 2021; and the remaining shares have vesting dates of January 1, 2020, January 1, 2021 and January 1, 2022. All awards under the Inducement Plan are subject to each such employee’s continued employment with the Company on such vesting dates. Unvested shares of restricted stock are entitled to vote, entitled to dividends (provided that the actual payment of dividends is conditioned upon the vesting of the shares) and are not transferable.

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(1)	Comprises the audits of the Company’s annual consolidated financial statements and internal controls over financial reporting and reviews of the Company’s quarterly consolidated financial statements, as well as the statutory audits of the Company’s consolidated subsidiaries, attest services and consents to SEC filings.

(2)	Amounts incurred in 2018 related to due diligence efforts for the Company's acquisition of Lansing Trade Group. Amounts incurred in 2017 related to advising on internal control matters related to SAP integration during the implementation for the Plant Nutrient Group.

(3)	Amounts incurred in 2018 and 2017 were for services related to tax compliance, consultations and planning projects.

(4)	Amounts incurred in 2018 related to advisory services for the adoption of the new leasing standard.

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(a)	Includes options exercisable within 60 days of February 28, 2019.

(b)	An asterisk denotes percentages less than one percent.

(c)	Includes 150,138 Common Shares held by Mrs. Carol H. Anderson, Mr. Anderson’s spouse. Mr. Anderson disclaims beneficial ownership of such Common Shares.

(d)	Includes 316,497 Common shares held by trust.

(e)	Effective February 28, 2018, John J. Granato left the company.

(f)	Includes 18,970 Common shares held by trust.

(g)	Effective July 27, 2018, Rasesh H. Shah left the company.

(h)	Includes 4,219 Common shares held by trust.

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(a)	Based upon information set forth in the Schedule 13G filed on January 24, 2019 by Blackrock, Inc. Blackrock, Inc. is a holding company or control person with the sole power to vote 3,839,018 Common Shares and sole dispositive power over 3,918,354 Common Shares.

(b)

Based upon information set forth in the Schedule 13G filed on February 11, 2019 by The Vanguard Group, Inc. The Vanguard Group, Inc. is an investment adviser and holding company with the sole power to vote 26,455 Common Shares and sole dispositive power over 2,917,345 Common Shares. Vanguard Fiduciary Trust Company (“VFTC”) is a wholly owned subsidiary of The Vanguard Group, Inc. and an investment manager of collective trust accounts with the sole power to vote and dispose of 23,805 Common Shares. Vanguard Investments Australia, Ltd. ("VIA") is a wholly owned subsidiary of The Vanguard Group, Inc. and an investment manager of Australian investment offerings with the sole power to vote and dispose of 6,750 Common Shares.

(c)	Based upon information set forth in the Schedule 13G filed on February 1, 2019 by Victory Capital Management, Inc. Victory Capital Management, Inc. is an investment adviser with the sole power to vote 2,493,759 Common Shares and sole dispositive power over 2,542,109 Common Shares.

(d)	Based upon information set forth in the Schedule 13G filed on February 8, 2019 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP is an investment adviser with the sole power to vote 2,268,358 Common Shares and sole dispositive power over 2,354,883 Common Shares.

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•	Compensation should reflect a balanced mix of short and long-term components.

•	Short-term cash compensation (which is both base pay and annual incentive) should be based on annual Company, business unit and individual performance.

•	Long-term equity compensation should encourage achievement of the Company’s long-term performance goals and align the interests of executives with shareholders.

•	Executives should build and maintain appropriate levels of Company stock ownership, so their interests continue to be aligned with the Company’s shareholders.

•	Compensation levels should be sufficient to attract and retain highly qualified employees.

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•	Net income of $41.5 million for 2018 or $1.46 per diluted share (1) and adjusted net income of $46.4 million or $1.63 per diluted share.

•	Grain Group recorded pretax income of $26.7 million, as Base Grain results rose on improved merchandising income even as wheat spreads narrowed, along with strong earnings from affiliates.

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•	Ethanol Group earned $22.1 million of pretax income from good marketing decisions and highly efficient production.

•	Plant Nutrient Group reported pretax income of $12.0 million, as all product lines except specialty nutrients recorded better year-over-year results, along with reduced operating expenses.

•	Rail Group reported $17.4 million of pretax income from lower lease income on higher interest expense despite better utilization.

•	All of our NEOs who were actively employed at year end received a payout as part of his or her annual cash bonus based on company and individual performance. The President, Rail Group and President, Grain Group received payouts based on their individual and segment-specific performance with a smaller portion tied to Company performance.

•	Half of the PSUs granted in 2016 and vesting as of December 31, 2018, were tied to our 3-year cumulative EPS performance. No executive received a payout on these awards as our actual 3-year cumulative EPS of $3.13 (2) fell below the threshold set for these awards of $6.74.

•	Half of the PSUs granted in 2016 and vesting as of December 31, 2018, were tied to our 3-year rTSR performance. The final award of 8.7% reflects the Andersons under-performing the Russell 3000 Index by 10.26%.

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Stock Ownership Guidelines - We have established stock ownership guidelines for our executive officers with target shareholding levels expressed as multiples of base salary to further align the interests of our executives with those of our shareholders. Our Board Directors are also subject to ownership guidelines expressed as a multiple of their annual retainer. Refer to page 57 for additional information.

•	Share Retention Requirement - Company officers are required to retain at least 75% of the net shares acquired through incentive awards until their target shareholding level is achieved; thereafter, they are required to retain 25% of net shares until two times their target shareholding level is achieved. Refer to page 47 for additional information.

•

Recoupment Policy - We have adopted a policy requiring the repayment or “clawback” of excess cash or equity based compensation from each executive officer of the Company (and also the group controller of the relevant business unit) where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement (regardless of involvement in the cause of the restatement).

•	Double-Trigger Vesting - The Committee requires that all equity awards have a "double-trigger" for vesting following a change in control (i.e., awards do not automatically accelerate unless a participant also has a termination of employment). The 2019 Long-Term Incentive Compensation Plan presented in this proxy also includes a requirement for double-trigger vesting.

•	No Stock Option Re-Pricing - Neither the 2014 or 2019 Plans permit us to reprice stock options without shareholder approval or to grant stock options with an exercise price below fair market value.

•	Minimum Vesting Period - The 2019 Long-Term Incentive Compensation Plan presented in this Proxy requires a minimum one-year vesting requirement on long-term incentive grants.

•	No Excise Tax Gross-Ups - The Company does not provide tax gross-ups for excise taxes that may be imposed under IRC Section 4999 following a change-in-control or on executive benefits and perquisites during normal employment.

•	Annual Say on Pay Vote - We value the input of our shareholders and include a non-binding vote on our executive compensation policies and practices annually.

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(1)	Level at which 100% of target LTI based on cumulative EPS is achieved.

(2)	Level at which 200% of target LTI based on cumulative EPS is achieved.

•	Create direct alignment between equity-based awards and shareholder return performance relative to the market

•	Strengthen the link between share price growth and long-term compensation

•	Create an effective combination of performance measures that taken together provide an effective balance between earnings and shareholder return expectation

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•	Retirement Savings Investment Plan (401(k))—promotes employee savings for retirement, with Company matching a portion of the savings and non-elective contributions for participants. For 2018, all NEOs are eligible for a performance-based contribution of up to 5%. The actual performance-based contribution for 2018 was 2.0%.

•	Deferred Compensation Plan (DCP)—works in conjunction with the 401(k) to provide additional elective deferral opportunities to key employees that would otherwise be limited due to statutory rules.

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Supplemental Retirement Plan (SRP)—originally designed to work in conjunction with the Defined Benefit Pension Plan (DBPP) to restore benefits to employees that would otherwise be lost due to statutory limitations applied to the DBPP. Benefits under both the SRP and DBPP were frozen effective July 1, 2010. The accrued benefits of the DBPP were subsequently distributed in 2015 as part of the plan's termination. The SRP, a non-qualified plan, remains a frozen benefit since termination and distribution of benefits would create a significant tax burden for participants. Ms. Rex, Mr. Burchinow and Mr. Shah are the only NEO participants in this plan.

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(1)	NEOs include the CEO and CFO who certify the quarterly and annual reports we file with the SEC. The remaining NEOs are the three next highest paid executive officers. Additionally, for 2018 Rasesh H. Shah is an NEO, as he would have been in the top five most highly compensated had he been an officer at December 31, 2018.

(2)

Salary for Patrick E. Bowe, Joseph E. McNeely and Naran U. Burchinow includes voluntary deductions for the Company’s qualified Section 423 employee share purchase plan (“ESPP”) which is available to all employees. Amounts withheld for Mr. Bowe for 2018 and 2017 were $23,591 and $17,040, respectively. Amount withheld for Mr. McNeely for 2018 was $23,688. Amounts withheld for Mr. Shah for 2017 and 2016 were $17,030 and $24,000, respectively.

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(3)	Annual bonus is delivered through a formula-based incentive compensation program and included in column (g).

(4)

Represents the grant date fair value of PSUs granted March 1, 2016, March 2, 2017 and March 1, 2018 and RSAs granted March 1, 2016, March 2, 2017 and March 1, 2018, computed in accordance with the assumptions as noted in Note 17 to the Company’s audited financial statements included in Form 10-K, Item 8. Amounts for Brian A. Valentine represent the grant date fair value of PSUs and RSAs granted on August 1, 2018 upon his hiring. At each grant date, we expected to issue the target award under the PSU grants which is equal to 50% of the maximum award.

(5)	Represents the fair value of the option component in the ESPP. The grant date fair value of the ESPP option was computed in accordance with the assumptions as noted in Note 17 to the Company’s audited financial statements included in the 2018 Form 10-K, Item 8.

(6)

Represents the annual AIP payout earned for each NEO as previously described. Approximately 70% of the award is based on specific results of the NEO’s formula program with the remainder of the award representing a portion of the Company “discretionary” pool which is also created through a formula. Overall awards (individual formula plus awards from the discretionary pool) are approved by the Committee.

(7)

Represents the annual change in the NEO’s accumulated benefit obligation. Defined benefit plans included the Defined Benefit Pension Plan and Supplemental Retirement Plan in 2015. Only the Supplemental Retirement Plan is included here, as the Defined Benefit Pension Plan was terminated in 2015. See Note 7 to the Company’s audited financial statements included in Form 10-K, Item 8 for information about assumptions used in the computation of the defined benefit plans. The deferred compensation plan is a voluntary plan allowing for deferral of compensation for officers and highly compensated employees in excess of the limits imposed by the Internal Revenue Service under the Company’s 401(k) plan. Earnings on the deferred compensation are based on actual earnings on mutual funds held in a Rabbi trust owned by the Company and do not include any above market returns.

(8)

Represents the Company-match, performance contribution and transition benefit contributed to defined contribution plans (401(k) and Deferred Compensation Plan) on behalf of the named executive, life insurance premiums paid by the Company for each of the named executives, the cost of required executive physicals paid by the Company, service awards, and restricted share dividends. The transition benefit commenced at July 1, 2010 for non-retail employees concurrent with the freeze of the defined benefit pension plan. Amounts for Patrick E. Bowe, Brian A. Valentine and Joseph E. McNeely also include reimbursement of moving and relocation expenses. Amounts for Rasesh H. Shah and John J. Granato also include separation pay and the value of unused vacation in 2018. Amount for Anne G. Rex includes a special one-time bonus for her services as the interim chief financial officer.

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(1)

Amounts listed for the non-equity incentive compensation plan represent the individual formula maximum, target and threshold under the AIP. The program also provides for an additional amount of 30% of the overall pool which is subject to and funded by Company earnings. This discretionary pool is available for award to all plan participants. Determination of this award component is made by the CEO and approved by the Committee. The CEO’s discretionary award is determined by the Committee. As noted previously, the Company has elected to limit base salaries and place more compensation dollars “at risk” which may be earned in this incentive program. The Thresholds and Targets for each business unit and the total Company are presented by the Company for each NEO (and their business unit) and are preliminarily approved by the Board in its December meeting prior to the beginning of the plan year.

(2)

Equity awards are EPS-based PSUs which will be awarded based on the three-year cumulative diluted EPS for the years ended December 31, 2020 and rTSR-based PSUs which will be awarded based on the relative shareholder return performance for the years ended December 31, 2020. These awards require employment at the end of the performance period except in the case of death, permanent disability, retirement or termination without cause as a result of a sale of the business unit. If an employee meets one of these exceptions and if the award triggers at the end of three years, the grantee will receive a pro rata award. At the end of the performance period, the appropriate number of shares will be issued along with additional shares representing equivalent dividends paid to shareholders during the period. The Company is currently expensing this EPS-based award at 38% of the maximum award level and expects that this is the most probable outcome at this time.

(3)

RSA’s granted March 1, 2018 have a grant date fair value of $35.35 per share, which represents the closing price on the issuance date. Grants also include dividend equivalents on the 2015, 2016 and 2017 RSA grants, of which one-third of the grants vested as of January 1, 2018. Cumulative dividends from the 2015 grant date through the date of issuance were $1.845, which was multiplied by the shares issued and converted to shares at the December 31, 2017 closing price of $31.15.

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(1)	Options with an expiration date of November 2, 2022 became fully vested on November 2, 2018.

(2)	Represents the market value of outstanding restricted shares at December 31, 2018 closing price of $29.89.

(3)

Equity incentive plan awards that have not vested represent PSUs as described previously. These amounts represent the maximum award for each tranche with performance periods ending December 31, 2018, December 31, 2019 and December 31, 2020, respectively. The market value for these grants is based on a December 31, 2018 closing price of $29.89. Currently the Company expects payout at 0%, 23% and 38% of the maximum award for the performance periods ending January 1, 2019, 2020 and 2021, respectively.

(1)	Present value of accumulated benefits calculated by discounting the December 31, 2018 accumulated benefit payable at normal retirement age under the normal annuity form. This discounting uses a discount rate of 3.2% for the SRP.

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(1)	The registrant contributions above are included in the Summary Compensation Table as part of “All Other Compensation.” As the investments are made in mutual funds, none of the earnings are above-market and are therefore not included in the Summary Compensation Table.

(2)	Brian A. Valentine did not become eligible for the DCP until January 1, 2019.

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(1)	Salary portion of cash severance for other than a change in control is equal to one year’s salary. For Mr. Bowe, this is equal to two years of his current salary.

(2)	Bonus is equal to target bonus for 2018. The amount for Mr. Bowe is equal to two years of target bonus. The individuals also get a prorated portion of their actual bonus for any partial year worked.

(3)	Value of health benefits to be continued for up to 52 weeks based on years of service. All NEOs qualify for a full year of coverage. NEOs are responsible to continue their share of premium consistent with their coverage prior to termination.

(4)	Value estimated for one year of service (maximum to be provided).

(5)	If a termination is due to a change in control, participants are eligible for an additional year of cash severance and health benefits.

(6)	Mr. Bowe's severance payments provide for higher payments if a termination occurs within the first 3 years of employment. Thereafter, the terms are the same as other NEO's. See earlier discussion of Mr. Bowe's compensation package.

(7)	Mr. Granato and Mr. Shah both terminated prior to December 31, 2018. As a result, the amounts shown here represent their actual payments upon termination.

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(1)

RSAs were granted to all Directors, except Michael J. Anderson and Stephen F. Dowdle, on March 1, 2018 and are valued at $35.35 per share, the closing price on the date of issuance. Additional RSAs were granted to all Directors, except Michael J. Anderson, Stephen F. Dowdle and Donald L. Mennel, on May 11, 2018 and are valued at $31.30 per share, the closing price on the date of issuance. RSAs were granted to Stephen F. Dowdle when he joined the Board of Directors on September 1, 2018 and are valued at $40.85 per share, the closing price on date of issuance.

(2)	RSA dividend equivalent shares were granted on January 5, 2018 and are valued at $31.15 per share, the closing price on the last day of the month prior to issuance.

(3)	RSA dividend equivalent shares were granted on March 2, 2018 and May 11, 2018 and are valued at $35.35 and $32.65 per share, respectively, the closing price on the date prior to issuance.

(4)

Directors can make an election to receive common stock in lieu of all or 50% of the retainer fees. All of these shares are fully vested. For purposes of determining the number of shares to be issued in lieu of such fees, the shares are valued at the closing price on the date prior to issuance which was January 31 ($34.10), May 14 ($31.30), July 31 ($35.25) and October 31 ($36.00) for the fees noted above.

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•	earnings per share;

•	operating income;

•	gross income;

•	net income (before or after taxes);

•	cash flow;

•	gross profit;

•	gross profit return on investment;

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•	gross margin return on investment;

•	gross margin;

•	operating margin;

•	working capital metrics or ratios;

•	earnings before interest and taxes;

•	earnings before interest, tax, depreciation and amortization;

•	return on equity;

•	return on assets;

•	return on capital;

•	return on invested capital;

•	net revenues;

•	gross revenues;

•	annual recurring revenues;

•	recurring revenues;

•	license revenues;

•	sales or market share;

•	employee engagement or turnover;

•	customer satisfaction;

•	total shareholder return;

•	economic profit or economic value added;

•	specified objectives with regard to limiting the level of increase in all or a portion of the Company's bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;

•	the fair market value of a share of Common Stock;

•	the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends; or

•	control of or reduction in operating expenses.

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1.1	Purpose. The purpose of The Andersons, Inc. 2004 Employee Share Purchase Plan (the "Plan") is to enable and encourage Employees to acquire an ownership interest in the Company through purchase of the Company's Common Shares, thereby permitting Employees to share in the growth in value of the Company.

1.2	Section 423 Plan. The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code.

1.3	Effectiveness of the Plan. The Plan, as restated and amended herein, will be effective January 1, 2019 (the "Effective Date"), subject to approval by the Company's shareholders. The Plan will remain in effect until such time as it is amended or terminated by the Board of Directors of the Company in accordance with the terms of Section IX hereof.

2.2	"Board" means the Board of Directors of the Company.

2.3	"Cash Account" shall have the meaning set forth in Section 5.5.

2.4	"Code" means the Internal Revenue Code of 1986, as amended.

2.5	"Committee" means the Compensation & Leadership Development Committee of the Board.

2.6	"Common Shares" means the common shares, no par value per share, of the Company, or any other class of capital shares which the Company may authorize and issue from time to time, and as may be made subject to this Plan in the sole discretion of the Board.

2.7	"Company" means The Andersons, Inc., any successor entity in a merger or consolidation, and any subsidiary corporation, as defined in Section 424(f) of the Code, that elects to participate in the Plan with the approval of the Board.

2.8	"Compensation" means a Participant's total cash compensation, including base pay, overtime pay, and cash bonuses paid during the Offering Period through the payroll system.

2.9	"Designated Broker" shall have the meaning set forth in Section 5.5.

2.10	"Discount to Market" means a percentage discount to the Fair Market Value of the Plan Shares for purposes of calculating the Purchase Price pursuant to Section 5.4 hereof, which the Committee may authorize in its sole discretion from time to time; provided, however, that the Discount to Market may not exceed fifteen percent (15%).

2.11	"Employee" means an individual employed by the Company.

2.12	"Fair Market Value" as of a certain date means the fair market value of the Common Shares as determined by the Committee in its sole discretion. In making such determination, the Committee may use any of the reasonable valuation methods defined in Treasury Regulation Section 1.421-7(e)(2).

2.13	"Offering Period" shall have the meaning set forth in Section 5.1.

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2.14	"Participant" means an Employee who elects to participate in the Plan prior to the first day of any Offering Period in accordance with the provisions of the Plan. All Participants shall have the same rights and privileges except as otherwise permitted by Section 423 of the Code and the Plan.

2.15	"Plan Shares" shall have the meaning as set forth in Section 4.1.

2.16	"Purchase Date" shall have the meaning set forth in Section 5.4.

2.17	"Purchase Price" shall have the meaning set forth in Section 5.4.

2.18	"Share Account" shall have the meaning set forth in Section 5.5.

3.1	Authority of the Committee.

(a)	The Committee has the authority to propose adoption of resolutions by the Board regarding: (i) authorization of Plan Shares; (ii) authorization of the Purchase Price for Plan Shares; and (iii) amendment and termination of the Plan as set forth in Section IX. The Committee is authorized by the Board to oversee the administration of the Plan including the purchase and transfer of Plan Shares.

(b)	Unless and until the Committee explicitly revokes the following, the Committee shall be deemed to have delegated to the Administrator: (i) control of the general day-to-day administration of the Plan; and (ii) the authority to purchase and transfer shares of the Plan with all powers necessary to enable it to carry out its duties in that respect.

(c)

The Administrator shall control the operation of the Plan including, but not limited to, the power to: (i) subject to Section 5.2 hereof, determine eligibility for participation in the Plan; (ii) subject to Section V hereof, prescribe the terms and conditions under which Plan Shares may be purchased under the Plan; (iii) interpret the Plan and adopt rules for the administration and application of the Plan; and (iv) recommend to the Committee amendments and termination of the Plan as set forth in Section IX.

3.2	Decisions Binding. All determinations and decisions made by the Committee and the Administrator shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

4.1

Shares Subject to Plan. The Company shall reserve 230,000 Common Shares plus the number of Common Shares still available for issuance under the Plan immediately prior to the Effective Date (collectively the "Plan Shares") for issuance to and purchase by Employees under this Plan, subject to adjustment pursuant to Section 4.2 hereof. Plan Shares may be Common Shares now or hereafter authorized yet unissued or Common Shares already authorized, issued, and owned or purchased by the Company. If and to the extent that any right to purchase Plan Shares shall not be exercised by any Participant for any reason, or if such right to purchase shall terminate as provided herein, Plan Shares that have not been allocated to such Participant under the Plan shall again become available for allocation to Participants as provided herein.

4.2	Change in Capitalization. In the event of a change in the capitalization of the Company due to a share split, share dividend, recapitalization, merger, consolidation, combination, or similar event or as in its sole discretion it may deem appropriate, the aggregate number of Plan Shares and the terms of any existing offering shall be adjusted by the Board to reflect such change.

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5.1	Offering Period. The Plan shall operate on a calendar year basis (with each calendar year constituting an "Offering Period"). Unless otherwise determined by the Committee, the Offering Period begins on the first day of January of each year and ends on the 31st day of December.

5.2	Eligible Employees. All Employees of the Company shall be eligible to participate in the Plan, unless otherwise prohibited by applicable law.

5.3	Enrollment in the Plan.

(a)	An Employee may elect to participate in an Offering Period through the provider of administrative services by enrolling online, via the telephone, or via a paper application. The enrollment must be completed not less than ten (10) business days prior to the first day of such Offering Period.

(b)	Each Participant shall designate at enrollment the percentage of Compensation that he or she elects to have withheld for the purchase of Plan Shares with respect to an Offering Period, which contribution amount may be any whole percentage from one percent (1%) up to ten percent (10%) unless otherwise determined by the Committee from time to time.

(c)	Payroll deductions shall commence on the first payday following the first day of the applicable Offering Period and shall continue to the end of such Offering Period, subject to contribution changes (if any) permitted under the Plan.

(d)	A Participant may cease contributions at any time, annually reenroll in the Plan, or increase or decrease the rate of contribution during the Offering Period enrollment in accordance with the rules and procedures prescribed by the Administrator from time to time.

(e)	A Participant may increase or decrease the rate of payroll deduction for any subsequent Offering Period by contacting the provider of administrative services via online or telephone not less than ten business days prior to the first day for such subsequent Offering Period.

(f)	A Participant's election in effect at the end of an Offering Period shall automatically apply to the next Offering Period (without reenrollment requirements) until the time of such Participant's withdrawal from the Plan, modification pursuant to Section 5.3(e), or the termination of the Plan.

(g)

By enrolling in the Plan, a Participant shall be deemed to elect to purchase the maximum number of Plan Shares that can be purchased with the amount in such Participant's Cash Account as of the Purchase Date; provided, however, that in addition to the limitations on Common Share ownership and other limitations set forth herein, the Committee may establish limitations on the number of Plan Shares which may be purchased by a Participant during the Offering Period.

5.4

Purchase Price. Unless otherwise specified by the Committee with respect to a certain Offering Period, the purchase price for each Plan Share to be purchased under the Plan in respect of each Offering Period (the "Purchase Price") shall be the lesser of (i) the Fair Market Value of the Common Shares less the Discount to Market as of the first day of such Offering Period or (ii) the Fair Market Value of the Common Shares less the Discount to Market as of the last day of such Offering Period; provided that, in each case, if either the first or last day of such Offering Period occurs on a day on which the stock market is closed, the applicable Fair Market Value measuring date will be the first day prior to such closure on which the stock market is open. The last business day of the Offering Period on which Common Shares are available for purchase shall be the "Purchase Date."

5.5	Purchase of Plan Shares and Plan Account Administration.

(a)	The Company will maintain a cash account ("Cash Account") and a share account ("Share Account") in the name of and for the benefit of each Participant, for bookkeeping purposes only. On each payday the amount deducted from each Participant's Compensation will be credited to such Participant's Cash Account.

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(b)

As of the Purchase Date(s) with respect to each Offering Period, the number of Plan Shares purchased by a Participant during an Offering Period will be determined by converting the Participant's Cash Account balance at each Purchase Date into Plan Shares, based upon the Purchase Price for the Offering Period, and subject to the annual limitation (if any), set by the Committee on the number of Plan Shares that may be purchased by any Participant, the limitations set forth in Section VII hereof, and the limitation on the aggregate number of Common Shares subject to the Plan set forth in Section 4.1 hereof. In the event purchases by Participants at a particular Purchase Date would exceed such aggregate amount of Common Shares, pro rata allocations will be made among Participants based on the outstanding amount in such Participant's Cash Account. If the Employee's Cash Account has a positive balance at the end of the Offering Period after being reduced by the total purchase price for the Plan Shares issued, the positive balance shall remain in the Employee's Cash Account.

(c)

As soon as practicable after all necessary Plan Shares have been purchased by the Administrator (or its agent) for the benefit of Participants, or issued by the Company to Participants, the Administrator shall allocate such Shares to each Participant's Share Accounts in the following manner: allocate full Plan Shares to the Share Accounts of the individual Participants to the extent of the balances in their respective Cash Accounts. Each Cash Account will be charged with its pro rata share of the cost to Participants of all Plan Shares so allocated.

(d)	No interest shall be paid or accrued with respect to any Participant's Cash Account.

(e)

Cash dividends attributable to Plan Shares held in a Participant's Share Account as of the record date for which such cash dividend is declared will be deposited into the Participant's Share Account. Participants can request to have cash dividends sent to them by contacting the provider of administrative services via online or phone representative. Share dividends or share splits attributable to Plan Shares allocated to a Participant's Share Account as of the record date for which such dividend or split is declared will be credited to Participant's Share Accounts as of the effective date of such split. All other distributions attributable to Plan Shares allocated to a Participant's Share Account will be distributed to such Participant pro rata in a manner to be determined by the Administrator, consistent with the terms hereof; provided such manner treats all holders of Plan Shares equally with respect to such distribution. No person shall have any right to sell, assign, mortgage, pledge, hypothecate or otherwise encumber any of the Plan Shares allocated to a Participant's Share Account.

(f)	The Plan Shares purchased on behalf of a Participant shall be registered in the name of the Participant with the Administrator.

(g)

On each Purchase Date, the amount in a Participant's Cash Account shall be charged with the aggregate Purchase Price of the largest number of whole Common Shares that can be purchased with such amount. Unless otherwise provided by the Committee, the number of Common Shares purchased by each Participant on the Purchase Date shall be deposited into an account established in the Participant's name with the share brokerage or other financial services firm designated by the Committee (the "Designated Broker"). The balance, if any, in such Cash Account shall be carried forward to the next succeeding Offering Period; provided that any payroll deductions accumulated in a Participant's Cash Account that are not applied toward the purchase of shares on a Purchase Date due to limitations imposed by this Plan shall be returned to the Participant.

5.6

Impact of Cessation of Contributions. In the event that a Participant elects to cease contributions during an Offering Period the cash in such Participant's Cash Account will automatically be distributed to the Participant with no interest payment, subject to any applicable administrative processing fees. Such cash payment will be made as soon as administratively practical following this election and the Participant may not reenter the Plan until the next Offering Period.

5.7	Termination of Employment.

(a)	In the event of termination of employment for reasons other than death or disability: (i) the Plan Shares contained in a Participant's Share Account will automatically be distributed to the Participant; and (ii) the cash in such Participant's Cash Account will automatically be distributed to the Participant with no interest payment.

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(b)	In the event of termination of employment due to death or disability, the Participant (or his or her beneficiary in the event of death) may elect in writing to receive his or her Cash Account balance in cash with no interest payment, or to have the balance contained in his or her Cash Account applied toward the purchase of Plan Shares on the next applicable Purchase Date.

(a)	such Participant would, immediately after electing to purchase such shares, own Common Shares possessing 5% or more of the total combined voting power or value of all classes of capital shares of the Company or any of its Subsidiaries, as defined by Section 424(f) of the Code; or

(b)	the rights of such Participant to purchase Plan Shares would accrue at a rate that exceeds $25,000 of Fair Market Value of such Plan Shares (determined at the time or times such rights are granted) for each calendar year for which such rights are outstanding at any time.

8.1	Continued Employment. Nothing in the Plan shall be construed to give any Employee the right to be retained in the employ of the Company or to affect the right of the Company or a Participant to terminate such employment at any time with or without cause.

8.2	Rights as Shareholder. A Participant shall have no rights as a shareholder with respect to any Plan Shares which he or she may have a right to purchase under the Plan until the date such shares are registered in the name of such Participant or in the name of a Nominee on behalf of such Participant.

8.3

Rights to Purchase Shares. Each right to purchase Plan Shares under the Plan shall be subject to the requirement that if at any time the Committee or the Administrator shall determine that the listing, registration or qualification of such right to purchase or the Plan Shares subject thereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, such right to purchase or the issue of Plan Shares pursuant thereto, then, anything in the Plan to the contrary notwithstanding, no such right to purchase may be exercised in whole or in part, and no Plan Shares shall be issued, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free from any conditions not reasonably acceptable to the Committee and the Administrator. The Administrator is authorized upon the advice of counsel to make such amendments to the Plan as may be necessary or desirable to facilitate obtaining an effective registration statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering Plan Shares issued pursuant hereto.

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9.1	Amendment. The Board may, at any time and from time to time, amend, modify or suspend the Plan, but no such amendment, modification or suspension without the approval of the shareholders shall:

(a)	increase the maximum number (determined as provided in the Plan) of Plan Shares, other than as provided in Section 4.2 hereof;

(b)	permit the issuance of any Plan Shares at a Purchase Price less than that provided in the Plan as approved by the shareholders;

(c)	cause the Plan to fail to meet the requirements of an "employee stock purchase plan" under Section 423 of the Code.

9.2

Termination. This Plan shall terminate upon the adoption of a resolution of the Board terminating the Plan. No termination of the Plan shall materially alter or impair the right of any Participant to receive the amounts in his or her Cash Account and Share Account without his or her consent. In the event of a termination of the Plan, (i) the Plan Shares contained in a Participant's Share Account will automatically be distributed to the Participant and (ii) the cash in such Participant's Cash Account will automatically be distributed to the Participant with no interest payment. All other distributions to Participants or actions necessitated by such termination shall be allocated among all Participants, pro rata according to the amounts in their Cash Accounts and Share Accounts, in a manner to be determined by the Administrator, consistent with the terms hereof, provided such manner treats all Participants equally with respect to such distribution.

10.1

Local Laws and Sub-Plans. The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws or procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of Plan Share certificates, all of which may vary from location to location. The Committee may also adopt sub-plans applicable to particular subsidiaries or locations. The rules of such sub-plans may take precedence over other provisions of the Plan, with the exception of Section 4.1, but unless superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

10.2	Currency Conversions. The Committee shall have the sole discretion to determine the foreign exchange rate used to convert the Participant's contributions into U.S. dollars. Such conversion shall take place on or around the date as of which Plan Shares are purchased (and as close to that date as administratively practicable).

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