Oriola-KD Corporation Stock Exchange Release 11 February 2010 at 8.40 a.m. The Board of Directors of Oriola-KD Corporation has approved a new share-based incentive plan for the Group's key personnel. The aim of the Plan is to combine the objectives of the shareholders and the key personnel to increase the value of the Company, to commit the key personnel to the Company, and to offer them a competitive reward plan based on holding Company shares. The Plan constitutes a crucial part of the Group key personnel remuneration program. The new Plan includes three earning periods, calendar years 2010, 2011 and 2012. The Board of Directors of the Company will decide on the earnings criteria for the earnings period and on the targets to be established for the criteria at the beginning of each earning period. The potential reward from the Plan for the earning period 2010 will be based on the Oriola-KD Group´s earnings before interest and taxes (EBIT) and return on capital employed (ROCE) percentage. The Board of Directors will have the possibility to change the earnings criteria for the following earning periods. The potential reward from the earning period 2010 will be paid in 2011 partly as the company's class B-shares and partly in cash. The part to be paid in cash will cover taxes and tax-related costs arising from the reward. No reward will be paid if a key person's employment or service with a Group company ends before the reward payment. The shares cannot be transferred during a restriction period, which ends two years from the end of the earning period. Should a key person's employment or service with a Group Company end during the restriction period for reasons attributable to the key person, he/she must gratuitously return to the company the shares given as reward, which are subject to the transfer restriction. The President and CEO of the Company and the members of the Group Management Team must hold 50% of the shares received on the basis of the Plan as long as his/her employment or service with a Group company continues. If, at the time of payment of a reward based on the Plan, a key person's total earnings exceed his/her previous year's total salary multiplied by 3.5, the reward to be paid on the basis of this Plan will be reduced for such exceeding part. Total earnings mean total salary together with annual bonus and long-term incentive plan, and total salary means basic salary together with fringe benefits. The Plan is a continuation of the share based incentive scheme for 2007-2009, which includes 11-21 persons during separate earning periods. The last earning period of the share based incentive scheme for 2007-2009 ended at the end of 2009. The share based incentive scheme for 2007-2009 comprised a maximum of 650,000 class B-shares. The target group of the new Plan consists of approximately 55 persons. The Plan comprises of a maximum of 1,200,000 class B-shares. The rewards to be paid on the basis of the Plan will correspond to the value of a maximum total of 2,400,000 Oriola-KD Corporation class B-shares (including also the proportion to be paid in cash). The Board of Directors will separately decide on the targets to be established for the earnings criteria and on potential amendments to the Plan after the closing of the acquisition of the Swedish pharmacy chain. Oriola-KD Corporation has on 10 February 2010 a total of 151,257,828 shares, of which 47,667,359 are class A-shares and 103,590,469 class B-shares. Oriola-KD Corporation Eero Hautaniemi President and CEO Thomas Heinonen General Counsel Further information: Eero Hautaniemi President and CEO Tel. +358 10 429 2109 e-mail: eero.hautaniemi@oriola-kd.com Distribution: NASDAQ OMX Helsinki Ltd. Principal media Published by: Oriola-KD Corporation Corporate Communications Orionintie 5 FI-02200 Espoo, Finland 02200 Espoo www.oriola-kd.com [HUG#1383207]
The Board of Directors of Oriola-KD Corporation has resolved on a new incentive plan for key personnel
| Source: Oriola-KD Oyj