Salcomp Plc Stock Exchange Release 19 May 2010 at 08:30 Finnish time
THE BOARD OF DIRECTORS OF SALCOMP PLC RESOLVED ON NEW INCENTIVE PROGRAMS AND
RELATED DIRECTED ISSUE OF NEW SHARES FOR GROUP KEY PERSONNEL
The Board of Directors of Salcomp Plc has approved two new share-based incentive
programs for the Group key personnel. The aim of the new programs is to combine
the objectives of the shareholders and the key personnel in order to increase
the value of the Company, as well as to commit the key personnel to the Company
and to offer them competitive rewards based on the financial performance of the
Company and the Company shares. The new programs are a Matching Share Program
targeted at the members of the Extended Global Management Team, as well as a
Performance Share Program targeted at 53 key employees including also the
members of the Extended Global Management Team.
Based on the resolutions on the new incentive programs, the Board has, pursuant
to the authorisation by the Annual General Meeting on 24 March 2010, resolved to
offer up to 71,000 new shares for subscription for the Group's key personnel in
deviation from the shareholders' pre-emptive subscription right. The
subscription price is EUR 1.98 per share and the new shares shall be subscribed
by 21 June 2010. The subscription price is based on the weighted average price
of the Company's shares determined in trading on NASDAQ OMX Helsinki Ltd between
3 May and 17 May 2010. In addition, the Board has resolved to issue 337,000 own
shares for the Company without consideration for the purposes of fulfilling the
obligations relating to the Matching Share and Performance Share Programs.
Matching Share Program
The new Matching Share Program includes one earning period, calendar years
2010—2012. The Board of Directors will decide on the commencement of a new
earning period. The potential reward from the earning period 2010—2012 will be
paid partly in Company shares and partly in cash during 2013. The cash payment
is intended to cover the personal taxes and tax-related costs arising from the
reward.
Participants must hold the Company's shares as a prerequisite for participation
in the Matching Share Program and for receipt of the reward on the basis of the
program. No reward will be paid to a participant, if he or she does not fulfill
the shareholding precondition or his or her employment or service in a Group
Company ends before the reward payment. In order to acquire the shares to be
held as prerequisite for the participation in the Matching Share Program, the
Board has resolved to offer up to 71,000 new shares to the Group key personnel
as described above.
The rewards to be paid on the basis of the earning period 2010—2012 will
correspond to the value of maximum 71,000 Salcomp Plc shares (including also the
proportion to be paid in cash).
Performance Share Program
The new Performance Share Program includes one earning period, calendar years
2010—2012. The Board of Directors will decide on the commencement of a new
earning period. The Board of Directors will decide on the performance criteria
and on targets to be established for them for the earning period. The potential
reward from the program for the earning period 2010—2012 will be based on the
Group's Total Shareholder Return (TSR) and on the Group's cumulative Earnings
per Share (EPS) in 2010—2012.
The potential reward from the earning period 2010—2012 will be paid partly in
Company shares and partly in cash during 2013. The cash payment is intended to
cover the personal taxes and tax-related costs arising from the reward. No
reward will be paid to a key person, if his or her employment or service in a
Group Company ends before the reward payment.
The rewards to be paid on the basis of the earning period 2010—2012 will
correspond to the value of maximum 532,000 Salcomp Plc shares (including also
the proportion to be paid in cash).
The members of the Extended Global Management Team must hold 50% of the shares
received on the basis of the new incentive programs as long as the value of the
shares held by the person in total is below the person´s six months gross
salary.
Salcomp Plc
Markku Hangasjärvi
President and CEO
Further information:
Markku Hangasjärvi, President and CEO, Tel. +358 40 7310 114
Distribution:
NASDAQ OMX, Helsinki
The main media
www.salcomp.com
THE BOARD OF DIRECTORS OF SALCOMP PLC RESOLVED ON NEW INCENTIVE PROGRAMS AND RELATED DIRECTED ISSUE OF NEW SHARES FOR GROUP KEY PERSONNEL
| Source: Salcomp Oyj