Alma Media Corporation Stock Exchange Release December 18, 2018 at 11.15 a.m.
NEW SHARE-BASED LONG-TERM INCENTIVE SCHEME FOR THE KEY PERSONNEL OF ALMA MEDIA CORPORATION
The Board of Directors of Alma Media Corporation has decided on changes to the share-based long-term incentive scheme of the Company’s top management. The Board of Directors, at the same time, decided to establish a new share-based long-term incentive scheme for the other key personnel of Alma Media Corporation. The new plan structures commence effective from the beginning of 2019.
The objective of both share-based incentive schemes is to align the interests of the management and other key employees with those of Alma Media's shareholders by creating a long-term equity interest for the plan participants and, thus, to promote share value creation in the long term as well as to drive performance culture, to retain critical key resources and to offer them with competitive compensation for excellent performance in the company.
The revised structure of the top management matching share plan
The matching share plan, aimed at the top management of Alma Media Corporation, consists of annually commencing individual plans, each subject to separate Board approval. Each of the individual plans consists of the following main elements: the individual’s own investment in Alma Media’s shares as a precondition for the individual’s participation in the plan, delivery of matching shares to the participant based on a fixed matching ratio to the participant’s share investment after a three-year holding period, the possibility to earn performance-based matching shares based on a three-year performance period and a two-year transfer restriction applicable to half of the matching shares received as a reward. The share rewards will be paid in shares of Alma Media Corporation.
In the first plan within the revised plan structure, MSP 2019, the participant will receive two matching shares for each invested share free of charge after a three-year holding period. If all the eligible individuals participate in MSP 2019 by making the required share investment, the maximum aggregate amount of matching shares to be delivered based on the fixed matching ratio is 125,000 shares (representing a gross reward from which the applicable payroll tax is withheld and the remaining net value is paid to the participants in shares). The fixed matching shares will be delivered in the spring 2022.
In MSP 2019 the potential performance-based share rewards will be delivered to the participants after the three-year performance period in the spring 2022 provided that the performance targets set by the Board of Directors for the plan are achieved.
The performance targets applied to MSP 2019 are the absolute total shareholder return of Alma Media’s share (TSR) and the growth of Alma Media’s digital business operations. If the performance targets set by the Board of Directors are achieved in full, the participant will receive in total four performance-based matching shares for each invested share free of charge. In that case, if all the eligible individuals participate in MSP 2019 by making the required share investment, the maximum aggregate amount of performance-based matching shares delivered based on MSP 2019 is 250,000 shares (representing a gross reward from which the applicable payroll tax is withheld and the remaining net value is paid to the participants in shares).
Eligible to participate in MSP 2019 are the members of Alma Media’s Group Executive Team.
The aggregate gross value of MSP 2019, estimated based on the average share price of the last trading day preceding the date hereof, is approximately EUR 2.2 million.
Performance Share Plan for the middle management and selected key employees
The Performance Share Plan consists of annually commencing individual performance share plans, each with a three-year performance period, followed by the payment of the potential share reward.
The commencement of each individual performance share plan is subject to a separate Board approval.
The first performance share plan, PSP 2019, commences effective as of the beginning of 2019 and the potential share rewards thereunder will be paid in the spring 2022 provided that the performance targets set by the Board of Directors for the plan are achieved. The potential rewards will be paid in shares of Alma Media Corporation.
The performance targets applied to PSP 2019 are the absolute total shareholder return of Alma Media’s share (TSR), the growth of Alma Media’s digital business operations and EBIT of the participant’s relevant business area.
Eligible to participate in PSP 2019 will be approximately 55 individuals.
If all the performance targets set for PSP 2019 are fully achieved, the aggregate maximum number of shares to be paid based on this first plan within the performance share structure is approximately 310,000 shares (representing a gross reward from which the applicable payroll tax is withheld and the remaining net value is paid to the participants in shares).
The aggregate gross value of PSP 2019, estimated based on the average share price of the last trading day preceding the date hereof, is approximately EUR 1.8 million.
Based on the employment precondition applied to both of the above plan structures the individual participant is not, as a main rule, entitled to any share reward based on the plan if the individual’s employment with Alma Media Group terminates before the payment date of the reward.
Alma Media applies a share ownership recommendation to the members of the its Group Executive Team. According to this recommendation each member of the Group Executive Team is expected to retain in his/her ownership at least half of the net shares received under the share-based incentive plans of the company until the value of his/her share ownership in Alma Media corresponds to at least his/her annual gross base salary.
The Board of Directors anticipates that no new shares will be issued based on the above share-based incentive schemes and that the schemes will, therefore, have no dilutive effect on the registered number of the Company's shares.
Peter Immonen, Chairman of the Nomination and Compensation Committee of Alma Media, +358 9 6122 830
ALMA MEDIA CORPORATION
Board of Directors
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 digitalisation, 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 employees), of which 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.