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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.
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.
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 firstname.lastname@example.org 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:
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.
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:
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)