Incentive Systems

To ensure management's motivation and commitment, Alma Media has initiated option programme 2009, and a share-based incentive system LTI 2015.



Option programme 2009

The Annual General Meeting on 11 March 2009 approved a three-stage option programme (option rights 2009A, 2009B and 2009C), under which stock options would be granted to the managements of Alma Media Corporation and its subsidiaries during the years 2009 - 2011.

The maximum total number of stock options issued will be 2,130,000 and they entitle their owners to subscribe for a maximum total of 2,130,000 new shares in the Company or existing shares held by the Company. The share subscription price will be entered into the invested non-restricted equity fund.

The stock options will be issued gratuitously. The stock options now issued can be exchanged for shares constituting a maximum total of 2.8% of the Company's shares and votes of the shares, after the potential share subscription, if new shares are issued in the share subscription.

The share subscription period for stock options 2009A was 1 April 2012-31 March 2014, and for stock options 2009B, 1 April 2013-31 March 2015 and is for stock options 2009C, 1 April 2014-31 March 2016.

The Board of Directors decided on the distribution of stock options in 2009, 2010 and 2011.

Terms and conditions of the stock option programme 2009 (pdf)


Share subscription schedule 

Share subscription period for 2009A and 2009B options has ended. From 1 April 2014 until 31 March 2016, the holders of 2009C option rights can subscribe to maximum of 710,000 Alma Media shares. The subscription price is EUR 7.23 per share. 

Evli Bank Plc will act as the share subscription agent. In case you wish to subscribe shares with your stock options please contact Evli help desk phone +358 9 4766 9931 or operations@eam.fi in order to receive a share subscription form. Share subscriptions by the employees are made in the Incentive system at https://incentive.eam.fi. Should you have lost the User Codes or have problems when logging in, please contact the subscription agent. 

After paying the subscription price according to the payment instructions Evli Bank Plc will take care of the required entries in your book-entry account, whereby the options used for subscription will be removed and new shares of Alma Media will be entered.

The subscribed share is not immediately available for selling on the stock exchange but the new shares will first be entered into the Trade Register and after that the shares will be applied for listing on the stock exchange as a so-called supplementary lot. Therefore a stock option holder should be aware that the subscribed share would only be quoted after several weeks from the share subscription.

The shares subscribed for under stock options 2009 during 2015 will be registered in the Trade Register and listed on NASDAQ OMX Helsinki on the following target dates:

Share subscription deadline

Entry into the Trade Register 
on or about

New shares tradable
on or about 

2.2.2015

23.2.2015

24.2.2015

20.4.2015

11.5.2015

12.5.2015

10.8.2015

31.8.2015

1.9.2015

16.11.2015

7.12.2015

8.12.2015

Shares will establish shareholders rights as of the date of share registration.

Alma Media reserves the right to change any of the Trade Register entry dates indicated above, if necessary. Also, Alma Media does not assume any liability for non-registrations occurring on any of the above-mentioned dates.




Share-based incentive plan

The Board of Directors of Alma Media Corporation has approved the establishment of a new long-term share-based incentive programme for the key management of Alma Media (below LTI 2015).

The objective of LTI 2015 is to align the interests of the participants with those of AlmaMedia’s shareholders by creating a long-term equity interest for the participants and, thus, to increase the company value in the long term as well as to drive performance culture, to retain participants and to offer them with competitive compensation for excellent performance in the company.

LTI 2015 consists of annually commencing individual plans, each subject to separate Board approval. Each of the individual plans consists of three main elements: an investment in Alma Media shares as a precondition for the key management member’s participation in LTI 2015, matching shares based on the above share investment and the possibility to earn performance matching shares.



Share-based incentive scheme commencing in 2016

In 2015, the Board of Directors of Alma Media Corporation approved the establishment of a new long-term share-based incentive scheme for the key management of Alma Media. The Board has now decided to launch the following share-based incentive scheme based on it in 2016. The objective of the share-based incentive scheme is to align the interests of the participants with those of Alma Media’s shareholders by creating a long-term equity interest for the participants and thus to increase the company value in the long term as well as to drive a performance culture, to retain participants and to offer them competitive compensation for excellent performance in the company.

The share-based incentive scheme consists of annually commencing individual plans, each subject to separate Board approval. Each of the individual plans consists of three main elements: an investment in Alma Media shares as a precondition for participation in the scheme, matching shares based on the above share investment and the possibility of earning performance-based matching shares.

Read more: Alma Media's Share-based Incentive Scheme commencing in 2016
The matching share plan 

In the matching share plan the participant receives a fixed amount of matching shares against an investment in Alma Media shares.

In the first matching share plan commencing in the year 2015 the participant will receive two matching shares for each invested share free of charge after a two-year vesting period. If all the eligible key management members participate in the matching share plan by investing the maximum amount of shares, the maximum aggregate amount of the first matching shares is 159,000 shares (gross amount from which taxes are withheld).



The performance matching plan 

The performance matching plan comprises a five-year performance period in total. The potential share rewards will be delivered in tranches after three and five years if the performance targets set by the Board of Directors are attained.

The performance measures used in the first performance matching plan commencing in the year 2015 are based on the company’s profitable growth and share value. If the performance targets set by the Board of Directors are attained in full, the participant will receive in total four matching shares for each invested share free of charge. In that case, if all the eligible key management members participate in the performance matching plan by investing the maximum amount of shares, the maximum aggregate amount of the first performance matching shares is 318,000 shares (gross amount from which taxes are withheld).



Other information 

Eligible to participate in the first plan of LTI 2015, commencing in the year 2015, are 35 persons in the maximum.

The Board of Directors anticipates that no new shares will be issued in connection with the new share-based incentive plan and, therefore, the plan will have no dilutive effect on the number of the company’s registered shares. The Annual General Meeting held on 17 March 2015 authorized the Board of Directors to decide on the repurchase of a maximum of 754,000 shares in one or more lots and, further, to decide on a share issue by transferring shares in possession of the company to implement incentive programmes.



Old incentive systems


Option programme 2006 

The Annual General Meeting on 8 March 2006 approved a three-stage option programme (option rights 2006A, 2006B and 2006C), under which stock options would be granted to the managements of Alma Media Corporation and its subsidiaries as a scheme for ensuring personnel's motivation and long-term commitment to the company. Altogether 1,920,000 stock options might have been granted in three lots of 640,000 each, and these might have been exercised to subscribe for at most 1,920,000 Alma Media shares. 

515,000 of the 2006A options were issued to Group management. Altogether 75,000 of the 2006A options have been returned to the company owing to the termination of employment or management contracts. Taking into account the options returned to the company, the Group management holds altogether 440,000 stock options (2006A). Trading of the 2006A options issued by Alma Media Corporation began on the NASDAQ OMX Helsinki Exchange on April 10, 2008.

In 2007, the Board of Directors of Alma Media Corporation decided to issue 515,000 options under the 2006B scheme to Group management. Altogether 50,000 of the 2006B options have been returned to the company owing to the termination of employment or management contracts. Taking into account the options returned to the company, the Group management holds altogether 465,000 stock options (2006B). Trading of the 2006B options issued by Alma Media Corporation began on the NASDAQ OMX Helsinki Exchange on April 1, 2009.

In 2008, the Board of Directors of Alma Media Corporation decided to issue 520,000 options under the 2006C scheme to Group management. Altogether 50,000 of the 2006C options have been returned to the company owing to the termination of employment or management contracts. Taking into account the options returned to the company, the Group management holds altogether 470,000 stock options (2006C).

In 2007 and 2008, the Board of Directors decided to annul the 200,000 2006A option rights in the company’s possession. In 2008 and 2009, the Board of Directors decided to annul the 175,000 2006B option rights in the company’s possession. In 2009, the Board of Directors decided to annul 170,000 2006C option rights.

If all the subscription rights were exercised, the option programme would dilute the holdings of the earlier shareholders by 1.8%.

The share subscription periods and prices under the programme were:

  • 2006A 1 April 2008 – 30 April 2010, average trade-weighted price 1 April – 31 May 2006 (4.88 EUR/share)
  • 2006B 1 April 2009 – 30 April 2011, average trade-weighted price 1 April–31 May 2007 (7.55 EUR /share)
  • 2006C 1 April 2010 – 30 April 2012, average trade-weighted price 1 April–31 May 2008 (7.66 EUR/share)

The subscription price of shares that may be subscribed under these stock option rights will be reduced by the amount of dividends and capital repayments decided after the start of the period determining the subscription price and before the subscription of shares, on the settlement date for each dividend payment or capital repayment. 

Terms and conditions of the option programme 2006 (pdf)



Share-based incentive plan 2012

The Board of Directors of Alma Media Corporation resolved on February 14, 2012 on a share-based incentive plan for the Group key employees. The aim of the new plan was to combine the objectives of the shareholders and key employees in order to increase the value of the Company, to commit key employees to the Company, and to offer them a competitive reward plan based on earning the Company's shares and on long-term shareholding in the Company.

The Performance Share Plan (Plan) consisted of three performance periods, calendar years 2012, 2013 and 2014. The Board of Directors of the Company decided on the Plan's performance criteria and on their targets at the beginning of each performance period. The potential reward from the Plan for the performance period 2012 was be based on the Alma Media Group´s profitability, and was planned to be paid partly in the Company's shares and partly in cash in 2013. In addition, for the members of the Group Executive Team, the Plan included one four-year performance period, calendar years 2012-2014, based on the profitable growth of the Group. The potential reward from the performance period 2012-2014 was be paid partly in the Company's shares and partly in cash one year and two years from the end of the performance period.

The target group of the Plan consisted of approximately 20 people. The net rewards to be paid on the basis of the Plan are a maximum total of 600,000 Alma Media Corporation shares.

Share-based incentive plan has ended and no rewards were paid.