New performance period in the share-based incentive plan, a new matching share plan and a new restricted share plan for Ahlstrom-Munksjö

AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE, March 28, 2019, at 12:30

Ahlstrom-Munksjö’s Board of Directors has decided on a new performance period under the long-term share-based incentive plan announced in October 2017. The Board of Directors has, in addition, decided on the establishment of a fixed matching share plan as well as on the establishment of a new restricted share plan as a complementary share-based incentive structure for specific situations. The aim of the plans is to align the objectives of the company's shareholders and key personnel to increase the company's value and to commit the key personnel to the company through an incentive system based on the ownership of Ahlstrom-Munksjö shares.

The main long-term incentive plan structure  

The plan includes a rolling structure of individual Performance Share Plans, each with a three-year performance period. The first performance period started as of 2017 and the Board has now decided on the commencement of a new plan period for 2019-2021. The performance criterion for the 2019-2021 performance period will be the Total Shareholder Return (TSR) including share price change and profit distribution during the performance period. Additionally, no reward will be paid in case an underlying EBITDA requirement set by the Board of Directors is not met.

There will be approximately 100 key persons appointed as eligible to participate in the 2019-2021 plan.

The potential reward for the 2019-2021 plan will be paid in the year 2022. The reward will be paid in the form of Ahlstrom-Munksjö shares.

If the targets set by the Board of Directors for the 2019-2021 performance period of the plan are fully met, the estimated aggregate number of shares to be paid based on this individual plan period is approximately 672 000 shares. This number of shares represents a gross reward, from which the applicable payroll tax is withheld and the remaining net value is delivered to the participants in shares.

The estimated aggregate value of the plan for the performance period 2019-2021 based on the current value of the company’s share is approximately EUR 9.4 million (without social costs).

Fixed Matching Share Plan

The Fixed Matching Share Plan is a one-off plan, which covers the years 2019 - 2021. A precondition of an eligible individual’s participation in the plan is the individual’s personal investment in shares of Ahlstrom-Munksjö. In the Matching Share Plan the participant will receive one matching share for each invested share free of charge after an approximately three-year restriction period in the year 2022 provided that the participant continues to own the invested shares and that the employment relationship of the participant with Ahlstrom-Munksjö still continues.

The afore-mentioned reward represents a gross reward, from which the applicable payroll tax is withheld and the remaining net value is delivered to the participant in shares.

There will be approximately 50 key persons appointed as eligible to participate in the Matching Share Plan.

If all the eligible individuals participate in the Matching Share Plan by making the required share investment in full, the maximum aggregate amount of matching shares to be delivered based on the plan is approximately 109 000 shares (gross reward before the withholding of the applicable payroll tax).

The estimated aggregate value of the Matching Share Plan based on the current value of the company’s share is approximately EUR 1.5 million (without social costs).

Restricted Share Plan

The Restricted Share Plan consists of annually commencing individual restricted share plans, each with a three-year retention period after which the share rewards granted within the plan will be paid to the participants in shares of Ahlstrom-Munksjö.

The commencement of each individual plan is subject to a separate Board approval.

The purpose of the Restricted Share Plan is to serve as a complementary long-term retention tool for individually selected key employees of Ahlstrom-Munksjö in specific situations.

A precondition for the payment of the share reward based on the Restricted Share Plan is that the employment relationship of the individual participant with Ahlstrom-Munksjö continues until the payment date of the reward.

The first plan (RSP 2019 - 2021) within the Restricted Share Plan structure commences effective as of the beginning of 2019 and the potential share reward thereunder will be paid in the year 2022.

The aggregate maximum number of shares to be paid based on RSP 2019 – 2021 is approximately 60 000 shares. This number of shares represents a gross reward, from which the applicable payroll tax is withheld and the remaining net value is delivered to the participants in shares.

The estimated aggregate value of RSP 2019 – 2021 based on the current value of the company’s share is approximately EUR 0.84 million (without social costs).

Other terms

The members of the Management Team of Ahlstrom-Munksjö shall accumulate and, once achieved, maintain a level of share ownership in the company corresponding to their annual gross base salary. The members of the Management Team are expected to use at least fifty per cent of the net reward received under the long-term incentive plans for accumulating their share ownership until the above share ownership level has been achieved.

The Board of Directors has the option to use the shares owned by the company or issue new shares for the share-based incentive scheme.

For further information, please contact:

Dan Adrianzon, EVP, People and Safety, tel. +46 70 8303388, dan.adrianzon@ahlstrom-munksjo.com

Ahlstrom-Munksjö in brief

Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to its customers. Our mission is to expand the role of fiber-based solutions for sustainable every day life. Our offering include filter materials, release liners, food and beverage processing materials, decor papers, abrasive and tape backings, electrotechnical paper, glass fiber materials, medical fiber materials and solutions for diagnostics as well as a range of specialty papers for industrial and consumer end-uses. Our annual net sales is about EUR 3 billion and we employ some 8,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm.  

Read more at www.ahlstrom-munksjo.com.