Alma Media establishes a new share-based incentive programme

Alma Media Corporation          Stock Exchange Release           27 February 2015 at 10.00 EET

ALMA MEDIA ESTABLISHES A NEW SHARE-BASED INCENTIVE PROGRAMME

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.

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 Board of Directors has in the notice to the Annual General Meeting published on 13 February 2015 proposed to the annual general meeting to be held on 17 March 2015 that the Board of Directors be authorized to decide on the repurchase of a maximum of 754,000 shares in one or more lots and, further, that the Board of Directors be authorized to decide on a share issue by transferring shares in possession of the company to implement incentive programmes.

ALMA MEDIA CORPORATION

Board of Directors

For more information, please contact: Mr. Petri Niemisvirta, Chairman of the Nomination and Compensation Committee, tel. +358 10 516 7200

  • Date: 27.2.2015, 10:00
  • News type: Stock exchange release

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