Apetit’s long term commitment and incentive schemes for key personnel
Apetit Plc, Stock exchange release on 22 February 2023 at 4:30 p.m.
Apetit’s long term commitment and incentive schemes for key personnel
The Board of Directors of Apetit Plc (“Apetit”) has decided on the establishment of a long-term matching share scheme 2023–2025 and on the establishment of a performance-based share scheme 2023–2025, whereupon the possible rewards will be paid as a combination of Apetit Plc’s shares and cash.
The purpose of the above-mentioned long-term incentive schemes is to further enhance the commitment of the key personnel of the company and thus to align the objectives of the key personnel, the company, and its shareholders. Participation in the schemes is voluntary.
The members of the Group Management Team, HR Director and Communications and Sustainability Manager, currently seven people, are entitled to participate in the long-term matching share incentive scheme at the beginning thereof. The members of the Group Management Team, currently five people, are entitled to participate the performance-based share incentive scheme at the beginning thereof. The Board of Directors may decide on inviting new key personnel to the incentive schemes.
Matching Share Plan 2023–2025
The Matching Share Plan comprises of the key personnel’s personal investment in the company's shares and of their right to receive one additional share without consideration for each self-acquired and retained company share as described in more detail below, after the earning period ends on 15 June 2025, as well as a cash reward corresponding to the number of shares to be issued. The purpose of the cash reward is to cover the taxes and tax-like payments to the key personnel arising from the issuance of shares.
The matching shares and the related cash portion shall be paid to the participants when the payment conditions are met, approximately on 15 June 2025, in a manner decided by the Board of Directors of Apetit Plc.
A maximum of 14,000 new shares or shares held by the company can be issued as additional shares and the cash reward corresponding to the same number of shares can be given within the Matching Share Plan. The maximum value of the plan, including the shares and the portion to be paid in cash, is approximately EUR 0.3 million calculated based on the average share price on the trading day preceding this release.
Transfer of own shares for the personal investment of the Matching Share Plan
The Board of Directors of the Company has decided on a directed share issue against consideration in accordance with the authorization given by the Annual General Meeting on 5 May 2022, in which the company offers treasury shares held by Apetit Plc to be acquired by the key personnel. The shares are offered against consideration at the fair value of the shares at the time of the transfer.
In accordance with the authorization, the transfer price of the own shares is the fair value at the time of the transfer, which is determined based on the trading price determined in public trading arranged by Nasdaq Helsinki Oy. The fair value is calculated using the weighted average share price on the trading day preceding the trade date. The acquisition price of the shares is recorded in the invested unrestricted equity fund. The company is responsible for the transfer taxes and transaction costs arising from the arrangement.
In the share issue, a total of 14,000 own shares held by the company shall be transferred to seven key persons belonging to the Matching Share Plan.
In connection with the Matching Share Plan described above, the key personnel shall acquire the shares to be acquired by personal investment approximately on 15 March 2023.
After the transfer of the shares, the company holds 63,668 own shares.
Performance Share Plan 2023–2025
In the Performance Share Plan, the potential receipt and amount of the reward is based on the operating profit, ROCE-%, reduction of CO2 emissions, development of workplace safety and success of the ERP renewal project of the Apetit Group from 1 January 2023 to 31 December 2025 and the person's continued employment or service relationship with the company.
If the set performance targets are achieved in full, the maximum amount of share rewards to be transferred under the plan is 34,000 new shares or treasury shares held by the company, and the cash reward corresponding to the number of shares in a manner decided by the Board of Directors. The purpose of the portion to be paid in cash is to cover taxes and tax-like charges to the key personnel arising from the portion to be issued in shares.
The potential share reward and the related cash reward will be paid to the participants when the payment conditions are met, approximately on 28 February 2026 in the manner decided by the Board of Directors of Apetit.
The maximum value of the plan, including both the share and cash rewards, is approximately EUR 0.7 million at the average share price on the trading day preceding this release.
Other terms
The condition for continuation of employment is applied to the incentive schemes. Accordingly, if the participant's employment or service with Apetit terminates before the time of payment of the reward, the participant is generally not entitled to the reward based on the plan. For weighty reasons, the Board of Directors of Apetit Plc has the right to change the terms or grounds of payment of the schemes, either in full or on an individual basis.
The Board of Directors of Apetit Plc recommends that the shares purchased by key personnel themselves and received as a reward should be retained for at least until the value of the shares held corresponds to a minimum of 50% of the person’s fixed gross annual salary.
Apetit Plc
Board of Directors
Further information:
Lasse Aho, Chairman of the Board, tel. +358 400 203 600
Apetit is a food industry company firmly rooted in Finnish primary production. Our operations are based on a unique and sustainable value chain: we create well-being with vegetables by offering tasty food solutions that make daily life easier and produce high-quality vegetable oils and rapeseed expellers for feeding stuff. Apetit Plc's shares are listed on Nasdaq Helsinki. In 2022, Apetit Group's net sales were EUR 182 million.