PONSSE PLC, STOCK EXCHANGE RELEASE, 16 FEBRUARY 2026, AT 6:15 PM EET
The Board of Directors of Ponsse Plc resolved to establish new Performance-Based
Matching Share Plans for the Group's CEO and key employees. The aim of the plans
is to align the objectives of the shareholders, the CEO and the key employees
for increasing the value of the company in the long term. The plans are intended
to encourage the CEO and key employees to personally invest in the company's
shares, to steer them toward achieving the company's strategic objectives, to
retain them at the company and to offer them a competitive incentive plan that
is based on acquiring, earning and accumulating Ponsse Plc's shares. The plans
are a continuation of the Performance-Based Matching Share Plans 2023-2027.
Performance-Based Matching Share Plan 2026-2030
The Performance-Based Matching Share Plan 2026-2030 includes three (3)
performance periods, covering the financial years 2026-2028, 2027-2029 and
2028-2030. The Board of Directors will resolve annually on the commencement and
details of a performance period. The prerequisite for participation in a
performance period and receiving a reward is that a participant acquires, at the
start of each performance period, such number of shares in the company that the
Board of Directors has notified in advance.
It is possible to earn a matching reward and performance-based matching reward
under the plan. The matching reward is determined based on the fulfilment of the
share ownership obligation and valid employment or director contract. The
performance-based matching reward is in addition determined based on the
achievement of targets set for a performance period.
The matching reward will be paid as soon as practicable after the acquisition of
shares subject to the share ownership prerequisite of the performance period.
Shares delivered as a matching reward may not be transferred during the set
restriction period, which ends three years after the start of each performance
period. The restriction period for the shares received as a matching reward
under the performance period 2026-2028 ends on 31 December 2028.
The performance-based rewards under the performance period 2026-2028 are based
on the Group's EBIT, the Group's Working Capital and Scope 3 CO2 emissions. The
achievement of the targets set for the performance criteria will determine the
final proportion of the maximum reward that will be paid as performance-based
matching reward to participants. The performance-based matching rewards will be
paid after the end of each performance period, for the 2026-2028 performance
period by the end of May 2029.
The target group of the plan consists of approximately 120 persons, including
the members of the Management Team but excluding the President and CEO. The net
rewards to be paid under the performance period 2026-2028 amount to an
approximate maximum total of 78,000 Ponsse Plc shares calculated at the current
share price. In addition, the company will pay taxes and social security
contributions arising from the reward to the participants in connection with the
reward payment. The final number of shares will depend on the number of shares
acquired by the participants and the achievement of the targets set for the
performance criteria. As a rule, no reward will be paid if the participant's
employment or director contract terminates before the reward payment.
The CEO Performance-Based Matching Share Plan 2026-2030
The CEO Performance-Based Matching Share Plan 2026-2030 includes three (3)
performance periods, covering the financial years 2026-2028, 2027-2029 and
2028-2030. The Board of Directors will resolve annually on the commencement and
details of a performance period. The prerequisite for participation in a
performance period and receiving a reward is that the CEO acquires, at the start
of each performance period, such number of shares in the company that the Board
of Directors has notified in advance.
It is possible to earn a matching reward and performance-based matching reward
under the plan. The matching reward is determined based on the fulfilment of the
share ownership obligation and valid employment or director contract. The
performance-based matching reward is in addition determined based on the
achievement of targets set for a performance period.
The matching reward will be paid by the end of May 2027, 2028 and 2029. Shares
delivered as a matching reward may not be transferred during the set restriction
period, which ends three years after the start of each performance period. The
restriction period for the shares received as a matching reward under the
performance period 2026-2028 ends on 31 December 2028.
The performance-based rewards under the performance period 2026-2028 are based
on the Group's EBIT, the Group's Working Capital and Scope 3 CO2 emissions. The
achievement of the targets set for the performance criteria will determine the
final proportion of the maximum reward that will be paid as performance-based
matching reward to the CEO. The performance-based matching rewards will be paid
after the end of each performance period, for the 2026-2028 performance period
by the end of May 2029.
The gross rewards to be paid under the performance period 2026-2028 amount to an
approximate maximum total of 50,000 Ponsse Plc shares calculated at the current
share price, including the proportion to be paid in cash for covering taxes and
social security contributions arising from the reward to the CEO. The final
number of shares will depend on the number of shares acquired by the CEO and the
achievement of the targets set for the performance criteria. As a rule, no
reward will be paid if the CEO's director contract terminates before the reward
payment.
Vieremä, 16 February 2026
PONSSE PLC
The Board of Directors
FURTHER INFORMATION
Jarmo Vidgrén, Chairman of the Board of Directors, tel. +358 40 519 1486
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.ponsse.com
Ponsse Plc is a company specialising in the sales, manufacture, servicing and
technology of cut-to-length method forest machines and is driven by genuine
interest in its customers and their business. Ponsse develops and manufactures
sustainable and innovative harvesting solutions based on customers' needs.
The company was established by forest machine entrepreneur Einari Vidgren in
1970, and it has been a leader in timber harvesting solutions based on the cut
-to-length method ever since. Ponsse is headquartered in Vieremä, Finland. The
company's shares are quoted on the Nasdaq Nordic list.