Alma Media Corporation Stock Exchange Release 14 February 2018 at 8.20 a.m. EET
ALMA MEDIA’S SHARE-BASED INCENTIVE SCHEME COMMENCING IN 2018 (LTI 2015 IV)
In 2015, the Board of Directors of Alma Media Corporation approved the establishment of a long-term share-based incentive scheme for the key management of Alma Media (hereinafter referred to as “LTI 2015”).
The objective of LTI 2015 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 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 participation in the scheme, matching shares based on the above share investment and the possibility of earning performance-based matching shares.
The main terms of the 2018 incentive scheme (LTI 2015 IV) correspond to those of LTI I, which began in 2015, LTI II, which began in 2016, and LTIII, which began in 2017. The performance period for the 2018 incentive scheme (LTI 2015 IV) is 2018–2022.
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 matching share plan commencing in 2018, the participant will receive two matching shares for each invested share free of charge after a two-year vesting period. If all the eligible members participate in the matching share plan by investing the maximum amount of shares, the maximum aggregate amount of the first matching shares is 203 000 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 performance matching plan commencing in 2018 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 406 000 shares (gross amount from which taxes are withheld).
A maximum of 54 people are eligible to participate in the first plan, which commences in 2018.
The Board of Directors anticipates that no new shares will be issued in connection with the new share-based incentive plan. Therefore, the plan will have no dilutive effect on the number of the company’s registered shares. The Annual General Meeting of Alma Media Corporation held on 22 March 2017 authorised the Board of Directors to decide on the repurchase of a maximum of 824,000 shares in one or more lots, and further authorised the Board of Directors to decide on a share issue by transferring shares in the possession of the company to implement incentive programmes. A corresponding authorisation has been proposed to the AGM to be held on 14 March 2018.
ALMA MEDIA CORPORATION
Board of Directors
For more information, please contact:
Petri Niemisvirta, Chairman of the Nomination and Compensation Committee, tel. +358 10 516 7200
Distribution: NASDAQ Helsinki, main media, www.almamedia.com
Alma Media in brief
Alma Media is a media company focusing on the service business and journalistic content. The company’s best-known brands are Kauppalehti, Talouselämä, Affärsvärlden, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds sustainable growth for its customers by utilising the opportunities of digitality, including information services, system and expert services and advertising solutions. Alma Media’s operations have expanded from Finland to the Nordic countries, the Baltics and Central Europe. Alma Media employs approximately 2,250 professionals (excluding delivery personnel), of whom approximately 30% work outside Finland. Alma Media’s revenue in 2017 was EUR 367.3 million. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com.