Oriola’s Board resolves a new key employee long-term incentive plan

Oriola Corporation Stock Exchange Release 2 June 2022 at 3 p.m.

Oriola’s Board resolves a new key employee long-term incentive plan

The Board of Directors of Oriola Corporation has decided on the establishment of a new share-based long-term incentive plan for the company’s key employees, including the CEO and the Oriola Management Team. At the same time, the Board has decided to terminate the previous Long-term Intensive Plan 2019-2023.

The objectives of the long-term incentive scheme are to promote shareholder value creation in the long term, to commit management and key employees to achieving Oriola’s strategic targets and the retention of Oriola’s key resources.

The new incentive plan comprises a Performance Share Plan (also “PSP”) and a share-based bridge plan to cover the transition phase to the new LTI structure (the “Bridge Plan”). In addition, the long-term incentive scheme comprises a Restricted Share Plan (also “RSP”) as a complementary long-term share-based retention plan for individually selected key employees in specific situations.

Performance Share Plan for the years 2022-2025

The Performance Share Plan consists of annually commencing individual performance share plans each of which is subject to separate decision of the Board of Directors. Each plan comprises a performance period followed by the payment of the potential share rewards in listed class B shares of Oriola. The length of the performance period of the first plan, PSP 2022, is four calendar years. The possible subsequent plans will include a three-year performance period as separately decided by the Board of Directors.

Eligible for participation in the first PSP 2022 are approximately 20 individuals, including the members of the Oriola Management Team. The performance measures based on which the potential share rewards under PSP 2022 will be paid are earnings per share (EPS) and an environmental related target (CO2).  

The first plan, PSP 2022, commences effective as of the beginning of 2022. It comprises a performance period covering the calendar years 2022-2025 and the share rewards potentially payable thereunder will be paid during the first half of 2026. The payment of the rewards is conditional on the achievement of the performance targets which the Board of Directors has set for the plan and the individual participant’s continued employment or service relationship with Oriola.

If all the performance targets for the PSP 2022 are fully achieved, the aggregate maximum number of shares to be paid based on this plan is approximately 2,254,000 class B shares (referring to gross earning, from which the applicable payroll tax is withheld).

Bridge Plan for the years 2022-2023

The Bridge Plan covers specific incentive and retention needs during the transition phase to the new LTI structure. Eligible for participation in the Bridge Plan are the same individuals as for PSP 2022.

The Bridge Plan is a one-off plan commencing effective for the years 2022-2023. The potential share rewards payable based on the Bridge Plan will be paid in listed class B shares during the first half of 2024.

The performance measures based on which the potential share rewards under the Bridge Plan will be paid are the development of share price of Oriola’s class B share (excluding dividends and other distribution to shareholders), earnings per share (EPS) and an environmental related target (CO2).

If all the performance targets set for the Bridge Plan are fully achieved, the aggregate maximum number of shares to be paid based on this plan is approximately 1,127,000 class B shares (referring to gross earning, from which the applicable payroll tax is withheld).

Restricted Share Plan for the years 2022-2024

The Restricted Share Plan consists of annually commencing individual restricted share plans which are subject to a separate decision of the Board of Directors. Each plan comprises a restriction period with an overall length of three years, extending to first half of the fourth year of the individual plan.

During the plan period the company may grant fixed share rewards to individually selected key employees. The granted share rewards are paid to the selected participants in one or several tranches latest by the end of the restriction period. The share rewards are paid in listed class B shares.

The  first plan, RSP 2022, commences effective as of the beginning of 2022. The aggregate maximum number of shares payable as a reward is approximately 225,400 class B shares (referring to gross earning, from which the applicable payroll tax is withheld).

Other terms applicable for all three plans:

• If the individual’s employment with Oriola Corporation terminates before the payment of the reward, the individual is, as a main rule, not entitled to any reward.
• The value of the reward payable to each individual participant based on the plans is limited by a maximum cap linked to a multiplier of the individual’s annual salary.
• Oriola applies a share ownership requirement to the CEO and the members of Oriola Management Team. They are expected to retain ownership at least half of the shares received under the incentive plans until the value of his/her ownership in the Company, in the case of the CEO corresponds to at least his/her annual gross base salary and in the case of the other the members of the Oriola Management Team to at least half of his/her annual gross base salary.
   

Oriola Corporation
Board of Directors

Further information:

Tuula Lehto
VP, Communications and Sustainability
tel. +356 40 5885 343
email: tuula.lehto@oriola.com

Distribution:
Nasdaq Helsinki Ltd.
Key media

Released by:
Oriola Corporation
Corporate Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola.com