The Board of Directors of Componenta Corporation resolved on key employee incentive plans

Componenta Corporation Stock Exchange Release on 12 November 2018 at 17:45

The Board of Directors of Componenta Corporation has resolved to implement two new share-based incentive plans for the Group key employees, a Stock Option Plan and a Restricted Share Plan.

Stock Options 2018

The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase the shareholder value. The purpose is also to retain the key employees at the company.

The maximum total number of stock options issued is 7,320,500, and they entitle their owners to subscribe for a maximum total of 7,320,500 new shares in the company or existing shares held by the company. The stock options are issued gratuitously. Of the stock options, 2,430,000 are marked with the symbol 2018A, 2,445,250 are marked with the symbol 2018B and 2,445,250 are marked with the symbol 2018C.

The number of shares subscribed by exercising stock options issued corresponds to a maximum total of 4.00 per cent of all shares and votes of the shares in the company after the potential share subscription, if new shares are issued in the share subscription.

The share subscription period, for stock options 2018A, will be 1 December 2021—30 November 2023, for stock options 2018B, 1 December 2022—30 November 2024, and for stock options 2018C, 1 December 2023—30 November 2025.

The share subscription price, for stock option 2018A, is 0,17 euros per share, which is the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd. during12 October—8 November 2018, for stock option 2018B, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd. during14 October—8 November 2019, and for stock option 2018C, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd. during12 October—6 November 2020. The share subscription price will be deducted by the amount of dividends and distribution of assets resolved before share subscription. The share subscription price will be credited to the reserve for invested unrestricted equity of the company.

After the share subscriptions with stock options, the number of the company’s shares may be increased by a maximum total of 7,320,000 shares, if new shares are issued in the share subscription.

The Board of Directors resolved on the new stock option plan by virtue of an authorization granted by the Annual General Meeting of Shareholders held on 24 May 2018.

A maximum of 20 key employees, including the members of the Corporate Executive Team, belong to the target group of the stock option plan. The terms and conditions of the stock options 2018 are attached to this release, and available on the company’s webpage www.componenta.com/Investors.

Restricted Share Plan 2018

The reward from the Restricted Share Plan 2018 will be based on the key employee’s valid employment or service and the continuation of work during the vesting period. The reward will be paid partly in the company´s shares and partly in cash after the expiry of a 36 month vesting period by the end of December 2021, at the latest. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the key employee.

The Restricted Share Plan is intended for approximately 15 key employees resolved by the Board of Directors, including the members of the Corporate Executive Team. The rewards to be paid on the basis of the Restricted Share Plan 2018 correspond to the value of a maximum total of 1,999,500 Componenta Corporation shares including also the proportion to be paid in cash.

COMPONENTA CORPORATION

Board of Directors

For further information, please contact:

Harri Suutari
President and CEO
tel. +358 10 403 2200

Componenta is an international technology company. Componenta specializes in supplying cast and machined components to its global customers, who are manufacturers of vehicles, machines and equipment. The company’s share is listed on Nasdaq Helsinki.