Suominen Corporation Stock Exchange Release 4 December 2014 at 2.45pm EET
THE BOARD OF DIRECTORS OF SUOMINEN CORPORATION RESOLVED ON INCENTIVE PLANS FOR MANAGEMENT AND KEY EMPLOYEES AND ON SHARE ISSUE
The Board of Directors of Suominen Corporation has approved two new share-based incentive plans for the Group management and Group key employees. The aim of the new plans is to combine the objectives of the shareholders and the persons participating in the plans in order to increase the value of the Company in the long-term, to bind the participants to the Company, and to offer them competitive reward plans based on earning and accumulating the Company´s shares.
The prerequisite for participating in the Matching Share Plan directed to the management is that a person participating in the plan owns or acquires the Company´s shares up to the number determined by the Board of Directors. In order to implement the Matching Share Plan, the Board of Directors resolved on a share issue against payment directed to the target group.
Performance Share Plan 2015
The new Performance Share Plan includes a three-year performance period, calendar years 2015—2017. The Board of Directors of the Company will decide on the Plan’s performance criteria and required performance levels for each criterion at the beginning of a performance period. The Performance Share Plan is directed to approximately 15 people.
The potential reward of the Plan from the performance period 2015—2017 will be based on the Suominen Group´s Net Sales growth, Earnings before Interest and Taxes (EBIT) and Return on Invested Capital (ROI). The rewards to be paid on the basis of the performance period 2015—2017 correspond to the value of an approximate maximum total of 2,300,000 Suominen Corporation shares (including also the proportion to be paid in cash).
The Board of Directors will be entitled to reduce the rewards agreed in the Performance Share Plan if the limits set by the Board of Directors for the share price are reached.
Matching Share Plan 2015
The new Matching Share Plan includes one three-year performance period, calendar years 2015—2017.The prerequisite for receiving reward on the basis of this Plan is that a person participating in the Plan owns or acquires the Company´ shares up to the number determined by the Board of Directors. Furthermore, receiving of reward is tied to the continuance of participant´s employment or service upon reward payment.
The members of the Corporate Executive Team and the Corporate Leadership Team belong to the target group of the Matching Share Plan. The rewards to be paid on the basis of the Matching Share Plan correspond to the value of an approximate maximum total of 550,000 Suominen Corporation shares (including also the proportion to be paid in cash).
Reward Payment and Ownership Obligation for the Management
The potential rewards from the performance periods 2015—2017 will be paid partly in the Company’s shares and partly in cash in 2018. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service ends before the reward payment.
A member of the Corporate Executive Team must hold 50 per cent of the net number of Shares given on the basis of the Plans, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. The President & CEO of the Company must hold 50 per cent of the net number of Shares given on the basis of the Plans, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of Shares must be held as long as the participant’s employment or service in a group company continues.
Directed Share Issue against Payment
A maximum total of 550,000 new shares in the company will, in deviation from the shareholders’ pre-emptive right, be offered in the share issue for subscription to the members of the Corporate Executive Team and the Corporate Leadership Team. The company has a weighty financial reason for the deviation from the shareholders’ pre-emptive right, since the purpose of the share issue is to encourage the members of the Corporate Executive Team and the Corporate Leadership Team to acquire and own the company´s shares as a part of the Matching Share Plan 2015 directed to them.
The share subscription period of the new shares will be 8 December 2014–30 January 2015. The share subscription price for the new shares will be EUR 0.67 per share, which is the same as the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 November—30 November 2014. The new shares must be paid upon subscription. The share subscription price will be credited to the company’s reserve for invested unrestricted equity.
The new shares are estimated to be entered into the Trade Register and applied for public listing on NASDAQ OMX Helsinki Ltd. in February 2015.
The decision on the share issue is based on the authorization by the Annual General Meeting of Shareholders held on 26 March 2014.
The Board of Directors
For additional information, please contact
Jorma Eloranta, Chair of the Board of Directors, tel. +358 (0)10 214 300
Nina Kopola, President & CEO, tel. +358 (0)10 214 300
Suominen in brief
Suominen manufactures nonwovens as roll goods for wipes as well as for medical and hygiene products. The end products made of Suominen’s nonwovens - wet wipes, feminine care products and swabs, for instance - bring added value to the daily life of consumers worldwide. Suominen is the global market leader in nonwovens for wipes and employs approximately 600 people in Europe and in the Americas. Suominen’s net sales in 2013 amounted to MEUR 373.7 and operating profit excluding non-recurring items to MEUR 19.4 (continuing operations). The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi.
NASDAQ OMX Helsinki Ltd