Incentive scheme 2018-2021

Share-based Incentive Plans 2018-2021

Ponsse Plc’s Board of Directors decided to establish a long-term incentive scheme for the Group’s key employees on 31 October 2018. The purpose of the scheme which engages key employees in long-term shareholding is to combine the goals of shareholders and key employees in order to increase the company’s value in the long term and to provide them with a competitive bonus  scheme based on the acquisition and holding of the company’s shares.

The target group of the 2018 share-based bonus scheme consists of approximately 110 people. Bonuses paid on the basis of the scheme total at most 45,000 shares in Ponsse Plc and a monetary component which corresponds with taxes and tax-like fees arising from shares to participants.

The prerequisite for participating in the scheme is that a key employee acquires the company’s shares up to the number decided on by the Board of Directors from the market by 5 December 2018 or acquires them from the market or through the company’s rights issue. In addition, a key employee must be in a valid employment or official relationship at the time of the payment of the bonus.

In 2018, bonuses from the scheme will be paid partly in the form of the company’s shares and partly in cash. The monetary component covers taxes and tax-like fees arising from the bonuses to key employees. Shares given as bonuses may not be transferred during the restriction period ending on 12 December 2021. If a key employee’s employment or official relationship ends during the restriction period, the key employee will be obligated to return the shares given as a bonus, in full or in part, to the company, without any compensation.

For the payment of bonuses from the share-based bonus scheme in 2018, the Board of Directors decided on a free rights issue for key employees within the target group of the scheme

Through the free rights issue, at most 33,000 shares held by the company and at most 12,000 treasury shares acquired by the company will be transferred, deviating from the pre-emptive subscription rights of shareholders, free of charge to the Group’s key employees who have acquired shares from the market by 5 December 2018. The final number of shares to be transferred will be determined on the basis of the shares acquired by key employees. The free shares will be transferred to key employees no later than on 12 December 2018.

The shares provide their holders with rights to dividends and other rights of shareholders on the day on which they are entered in their recipient’s book-entry account.

Ponsse has a particularly weighty financial reason for deviating from the pre-emptive subscription rights of shareholders, considering the company and the best interests of all of its shareholders, as the purpose of rights issues is to encourage key employees to acquire and hold the company’s shares as part of the 2018 share-based bonus scheme offered to them. The decisions on rights issues are based on the authorisation provided by the Annual General Meeting held on 9 April 2018.