Performance share plan
Performance share plans
The Board of Directors of Pöyry PLC resolved on 4 May 2017 (link to the stock exchnage release) on a new long-term share-based incentive plan targeted to the top management and key personnel of the company. The aim of the incentive plan is to align the objectives of the shareholders and the key personnel in order to increase the value of the company as well as to engage the key personnel to the company and to offer them a competitive incentive plan based on share ownership in the company.
The prerequisite for participating in the incentive plan directed to the management and key personnel is that a person participating in the plan at the commencement of the plan owns or acquires the company's shares up to the number determined by the Board of Directors (Initial Investment). Shares acquired by the participant in connection with the plan or during the last two years may be contributed towards the Initial Investment. However, shares that the participant has received from the company as a bonus or as a part of the former share-based incentive plan may not be contributed towards the Initial Investment.
The new incentive plan contains one earning period consisting of five consecutive years, years 2017-2022. During the earning period, the persons participating in the plan have an opportunity to attain a long-term incentive reward in the form of matching shares. The plan offers a right for a participant to receive matching shares, the number of which is dependent on the amount of the Initial Investment made by the participant. The prerequisite for receiving any reward on the basis of the plan is that a participant holds the shares initially contributed to the plan (Initial Investment) throughout the earning period. In addition, the participant must hold the shares received as reward for two years from the payment date of the reward in question. The reward will be paid in instalments over the duration of the plan. The incentive plan will be directed to 15 people at maximum selected by the Board of Directors.
The participant is entitled to choose whether the participant wants to receive the potential reward partly in the company's shares (50 %) and partly in cash (50 %) or in shares (100 %) only. The cash portion is intended to cover taxes and tax-related costs arising from the reward to the participant. The rewards will be paid yearly after each consecutive year within the earning period. No reward will be paid if participant's employment or service relationship within the company ends before the payment of the reward, unless the Board specifically makes an exception.
Based on current share price, the rewards to be paid on the basis of the plan will correspond to the value of an approximate maximum total of 2,100,000 Pöyry PLC shares (including also the proportion to be paid in cash). The maximum amount of shares to be awarded as reward is calculated based on the Initial Investment amount of the participant in question and on the predetermined matching share multiple, which varies depending on the size of investment as per the plan terms. The Board of Directors determines the maximum amount of the Initial Investment for each plan participant. The maximum number of shares to be issued under the plan is 3,140,000 shares (calculated based on the current share price and assuming all of the rewards are paid in shares only). The final maximum amount of shares will be determined in August 2017 when the share subscription price and investment amounts are final and the plan commences. The market value of the plan corresponds to approximately 7.4 million euros over the period of the plan with the current share price.
The participants will be offered new shares for subscription at the commencement of the plan, up to the number determined by the Board of Directors (Initial Investment). The subscription price for such new shares will be approximately 90 % of the volume weighted average price quotation of the share on Nasdaq Helsinki Ltd on the pricing date in August 2017. The reward shares will be transferred to the participants free of payment.
In order to implement the incentive plan, the Board of Directors will in August 2017 decide on a share issue against payment directed to the target group in which an estimated maximum of 1,040,000 shares is subscribed by the plan participants based on current share price of Pöyry PLC and on the initial investments amounts determined by the Board of Directors for each plan participant. In addition, the Board of Directors will in August 2017 decide on the issuance of approximately 2,100,000 new shares to the company itself without payment and the shares may be used for paying share rewards within the company's incentive plan.