PKC Group Plc Company Announcement 11 February 2015 4.30 am
The Board of Directors of PKC Group Plc resolved on share-based incentive plans
The Board of Directors of PKC Group Plc has approved three new share-based incentive plans for the Group key personnel, a Performance Share Plan 2015, a Matching Share Plan 2015 and a Restricted Share Plan 2015. The aim of the new plans is to combine the objectives of the shareholders and the key personnel in order to increase the value of the Company in the long-term, to bind the participants to the Company, and to offer them competitive reward plans based on earning and accumulating the Company´s shares.
The potential rewards from these new incentive plans, on the basis of the performance period and vesting periods commencing in January 2015, will be paid partly in the Company’s shares and partly in cash in 2018. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service ends before the reward payment.
For the implementation of the new plans, the Board of Directors will propose that the Annual General Meeting 2015 authorizes the Board of Directors to resolve to repurchase the Company´s own shares. The Board of Directors has an authorization granted by the Annual General Meeting on 3 April 2014 to decide on one or more share issues and granting of special rights defined in Chapter 10, Section 1 of the Companies Act and all the terms and conditions thereof.
Performance Share Plan 2015
The performance period of the Performance Share Plan 2015 is calendar years 2015—2017, during which the plan is directed to approximately 40 participants, including the members of the Executive Board. The rewards to be paid on the basis of the performance period 2015—2017 correspond to the value of an approximate maximum total of 310,000 PKC Group Plc shares (including also the cash proportion).
The potential reward from the performance period 2015—2017 will be based on the PKC Group’s and/or on the participant’s employer company’s 3-year cumulative Revenue and 3-year cumulative Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), with heavier weight on the EBITDA.
Attainment of the required performance level will determine the proportion out of the maximum reward that will be paid to a participant on the basis of the Performance Share Plan 2015.
The Board of Directors will annually resolve on future performance periods.
A member of the Executive Board must hold 50 per cent of the net number of shares given on the basis of the Performance Share Plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of Shares must be held as long as the member’s employment or service in the PKC Group continues.
Matching Share Plan 2015
The vesting period of Matching Share Plan 2015 is calendar years 2015—2017, during which the plan is directed to approximately 20 participants, including the members of the Executive Board. The Board of Directors may resolve to include new participants in this plan during 2015—2017, and on the duration of the related vesting periods (12—36 months). The rewards allocated in 2015—2017 on the basis of the Matching Share Plan 2015 correspond to the value of an approximate maximum total of 100,000 PKC Group Plc shares (including also the cash proportion).
The prerequisite for receiving reward on the basis of the Matching Share Plan 2015 is that a person participating in the Plan acquires the Company´ shares up to the number determined by the Board of Directors. Furthermore, receiving of reward is tied to the continuation of participant´s employment or service upon reward payment. The participant may as a gross reward, receive one (1) matching share for each acquired share.
In order to finance the acquisition of the PKC Group shares, the Board of Directors has resolved to offer to members of the Executive Board participating in the Matching Share Plan a possibility to sell to the Company their stock options 2012A(i) and 2012A(ii) at the theoretical value. The stock option purchases will be implemented in spring 2015.
Restricted Share Plan 2015
The vesting period of the Restricted Share Plan 2015 is calendar years 2015—2017, during which the plan is directed to approximately 20 selected key persons. The Board of Directors may resolve to include new key persons in this plan during 2015—2017, and on the duration of the related vesting periods (12—36 months). The rewards allocated in 2015—2017 on the basis of the Restricted Share Plan 2015 correspond to the value of an approximate maximum total of 120,000 PKC Group Plc shares (including also the cash proportion).
The reward from the Restricted Share Plan 2015 will be based on a valid employment or service contract of a key person upon the reward payment.
PKC Group Plc
Board of Directors
For more information, please contact:
Matti Ruotsala, Chairman of the Board of Directors, PKC Group Plc,
Tel. +358 20 1752 111
Distribution
Nasdaq Helsinki
Main media
www.pkcgroup.com
PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry and other selected segments. The Group has production facilities in Brazil, China, Estonia, Finland, Germany, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue in 2013 totalled EUR 884.0 million. PKC Group Plc is listed on Nasdaq Helsinki.