The Board of Directors of Alma Media Corporation has decided on new periods under the long-term share-based incentive schemes for key employees
Alma Media Corporation Stock Exchange Release 16 February 2023 at 8.15 a.m.
THE BOARD OF DIRECTORS OF ALMA MEDIA CORPORATION HAS DECIDED ON NEW PERIODS UNDER THE LONG-TERM SHARE-BASED INCENTIVE SCHEMES FOR KEY EMPLOYEES
The Board of Directors of Alma Media Corporation has decided on the commencement of a new period under the long-term share-based incentive scheme for senior management. The Board of Directors has further decided on the commencement of a new period under the performance-based share-based incentive scheme aimed at middle management and selected key employees. The incentive schemes were established and originally announced in December 2018.
The objective of the share-based incentive schemes is to align the interests of the management and key employees with those of Alma Media's shareholders by creating a long-term equity interest for the participants and thus to increase the company's value in the long term as well as to drive a performance culture, to retain key resources and to offer them competitive compensation for excellent performance in the company.
New period under the Matching Share Plan for senior management (MSP 2023)
In the Matching Share Plan (MSP 2023), the participant will receive two matching shares for each invested share free of charge after a three-year holding period. Should all of the eligible individuals participate in MSP 2023 by making the required share investment, the maximum aggregate amount of matching shares to be delivered based on the fixed matching ratio is 210,000 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 of 2026.
In MSP 2023, the potential performance-based matching share rewards will be delivered to the participants after the three-year performance period in the spring of 2026 provided that the performance targets set by the Board of Directors for the plan are achieved.
The performance targets applied to MSP 2023 are the relative total shareholder return of Alma Media's share (TSR), Alma Media's earnings per share (EPS) and ESG measures. 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 of the eligible individuals participate in MSP 2023 by making the required share investment, the maximum aggregate amount of performance-based matching shares delivered based on MSP 2023 is 420,000 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 rewards based on MSP 2023 will be paid in shares of Alma Media Corporation.
The members of Alma Media's Group Executive Team are eligible to participate in MSP 2023.
The total value of MSP 2023 based on the current price of Alma Media's share is approximately EUR 6.3 million.
The middle management's and selected key persons' Performance Share Plan (PSP 2023)
The Performance Share Plan (PSP 2023) commences effective as of the beginning of 2023 and the potential share rewards thereunder will be paid in the spring of 2026 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 the PSP 2023 plan are the relative total shareholder return of Alma Media's share (TSR), EBIT of the participant's relevant business area and ESG measures.
Maximum of approximately 100 individuals are eligible to participate in PSP 2023.
If all of the performance targets set for PSP 2023 are achieved in full, the aggregate maximum number of shares to be paid based on this first plan within the performance share structure is approximately 290,000 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 total value of PSP 2023 based on the current price of Alma Media's share is approximately EUR 2.9 million.
Other terms and conditions
Both of the incentive schemes mentioned above are subject to a condition concerning the continuation of the service relationship. Accordingly, if a participant's service contract with Alma Media Group is terminated before the share-based reward is due to be paid, the participant is not, as a rule, entitled to the reward under the scheme.
Alma Media applies a recommendation concerning share ownership to the members of the Group Executive Team. According to the recommendation, each member of the Group Executive Team is expected to retain ownership of at least half of the net shares received through the company's share-based incentive schemes until the total value of the Alma Media shares held corresponds to at least one year's fixed gross annual salary.
The Board of Directors anticipates that no new shares will be issued in connection with the share-based incentive scheme. Consequently, the incentive scheme will have no dilutive effect on the number of the company's registered shares.
ALMA MEDIA CORPORATION
Board of Directors
For more information, please contact: Mikko Korttila, General Counsel of Alma Media Corporation, secretary to the Board of Directors, tel. +358 50 593 4589
Distribution: NASDAQ Helsinki Stock Exchange, main media, www.almamedia.com
Alma Media in brief
Alma Media is an international company of digital media, marketplaces and services with a strong capacity for renewal. We inspire human curiosity and choice by creating services that combine technology and content with a local heart. In Finland, our best-known brands include Kauppalehti, Talouselämä, Iltalehti, Etuovi.com, Nettiauto and Nettimoto. Our recruitment services include prace.cz and jobs.cz in the Czech Republic, Profesia.sk in Slovakia and mojposao.net in Croatia.
In Finland, our business operations include leading housing and automotive marketplaces, financial and professional media, national consumer media and content and data services for businesses and professionals. Alma Media’s international business in Eastern Central Europe, Sweden and the Baltic countries consists of recruitment services and an online marketplace for commercial properties.
Alma Media operates in 11 countries in Europe and employs approximately 1,700 professionals. Alma Media’s revenue from continuing operations was EUR 309 million in 2022 of which the share of digital business was 81%. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.fi/en/.
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