The Board of Directors of Oriola-KD Corporation has resolved on a new executives incentive plan and is planning to launch a key personnel share savings plan
Oriola-KD Corporation Stock Exchange Release 19 December 2012 at 16.00 pm
Executives Incentive Plan
The Board of Directors of Oriola-KD Corporation has approved a new share-based
incentive plan for the Group executives (the Plan). The aim of the Plan is to
combine the objectives of the shareholders and the executives in order to
increase the value of the Company, to commit the executives to the Company, and
to offer them a competitive reward plan based on holding the Company shares.
The Plan constitutes a crucial part of the Group executives' total
The Plan includes three performance periods, calendar years 2013, 2014 and
2015. The Board of Directors of the Company will decide on the performance
criteria and on targets to be established for them at the beginning of each
performance period. The potential reward from the Plan for the performance
period 2013 will be based on the Oriola-KD Group's Earnings per Share (EPS) and
Return on Capital Employed (ROCE), per cent. The Board of Directors will have
the possibility to adjust the performance criteria for the following performance
The potential reward from the performance period 2013 will be paid partly in the
Company's series B shares and partly in cash in 2016. The Company will cover
taxes and tax-related costs arising from the reward to the executives with the
proportion to be paid in cash. No reward will mainly be paid if an executive's
employment or service in a Group company ends before the reward payment.
If an executive's total earnings are more than his or her total salary of the
calendar year preceding the reward payment multiplied by 3.5, the reward to be
paid on the basis of the performance period will be reduced for such exceeding
part. Total earnings mean total salary together with annual bonus and long-term
incentive plan, and total salary means fixed base salary together with fringe
The target group of the new Plan consists of approximately 10 executives, as of
today 7 participants, during the performance period 2013. The rewards to be paid
on the basis of the performance period 2013 will correspond to the value of a
maximum total of 1,010,000 Oriola-KD Corporation series B shares (including also
the proportion to be paid in cash) of which 720,000 Oriola-KD Corporation series
B shares (including also the proportion to be paid in cash) have been allocated
to the current 7 participants.
Oriola-KD Corporation has a total of 151,257,828 shares, of which the number of
series A shares is 47,148,710 and the number of series B shares is 104,109,118
shares on 19 December 2012.
Key Personnel Share Savings Plan
The Board of Directors is designing the launch of Share Savings Plan (the SSP)
to be offered to 70 Group key personnel, including the members of the Extended
Management Team. The objective of the SSP is to strengthen the tie between the
Oriola-KD shareholders and key personnel by encouraging the key personnel to
acquire and own shares in the Company. The aim is to increase and encourage
long-term key personnel interest and involvement in Oriola-KD business and
Participation in the SSP will be strictly voluntary and will provide that a key
employee invests in Oriola-KD shares.
Key employees will be offered an opportunity to save a proportion of their
salaries. The accumulated savings are used for share purchases in the Company.
After approximately 3 years, each participant is awarded 2 free matching shares
(including taxes and tax-related costs) for each 3 purchased shares, provided
that the initially purchased shares are retained and the participant's
employment or service continues.
The intention of the Board of Directors is to finally decide on the launch of
the SSP in spring 2013, with savings estimated to begin in July 2013.
President and CEO
President and CEO
tel. +358 (0)10 429 2109
NASDAQ OMX Helsinki Ltd.
FI-02200 Espoo, Finland