A new share-based long-term incentive program for the top management of Exel Composites


The program

The Board of Directors of Exel Composites Plc has decided on the establishment of a new share-based long-term incentive program for the top management of Exel Composites.

The objectives of the program are to align the interests of the management with those of the company’s shareholders and, thus, to promote shareholder value creation in the long term, to commit the management to achieving the strategic targets of the company and to retain the company’s valuable key individuals.

The program consists of annually commencing individual performance share plans, each with a three-year performance period and a one-year restriction period following the delivery of the share reward. The commencement of each individual plan, its performance targets, the eligible participants and the earning opportunity are subject to a separate decision of the company’s Board of Directors in each case.

The first plan within the program

The first individual plan within the program commences as of the beginning of the year 2017. The performance targets applied to this first plan are operating profit (EBIT) and the absolute total shareholder return of the company’s share (TSR). The potential share rewards payable based on the first plan will be paid in the spring 2020, provided that the performance targets set by the Board of Directors are achieved. The potential rewards will be paid in listed shares of Exel Composites.

The Board of Directors has approved 14 persons belonging to the company’s top management as eligible to participate in the first plan. The Board of Directors may nominate additional participants to this plan within the maximum limits of the plan set out below.

If the performance targets set for the first plan are fully achieved, the aggregate maximum number of shares to be paid under this individual plan is 153,700 shares. This number of shares represents a gross earning, from which the applicable payroll tax is withheld and the remaining net value is delivered to the participants in shares.

The aggregate value of the first three-year plan, estimated based on the average share price of the last trading day preceding the date hereof, is approximately EUR 0.8 million.

Other terms

If the participant terminates his/her employment relationship before the reward is paid, he/she is not entitled to any reward under the plan. If the participant terminates his/her employment relationship after the reward is paid but before the end of the restriction period, he/she forfeits the share reward without compensation.

The earning opportunity of the individual participant within the program is capped. The value of the reward paid to the participant based on the individual three-year plan may not exceed 200 per cent of the individual’s annual base salary.

According to a share ownership recommendation applied by the company, each participant of the program who is a member of the company’s Group Management Team is expected to accumulate and, once achieved, maintain a share ownership in the company corresponding in value to the individual’s annual gross base salary. Each such individual is expected to use at least fifty per cent of the net shares received under the program for accumulating his/her share ownership until the above recommendation is fulfilled.

The Board of Directors anticipates that no new shares will be issued based on the program and that the program will, therefore, have no dilutive effect on the registered number of the company’s shares.

Vantaa, 4 May 2017

Exel Composites Plc
Riku Kytömäki, President and CEO

For further information, please contact:

Reima Kerttula, Chairman, Board of Directors
Contact through Merja Mäkinen, tel. +358 207 541 221, merja.makinen@exelcomposites.com