WISA Group Plc, Stock Exchange Release (Other information disclosed according to the rules of the exchange), November 1, 2026 at 17:30 EET
The Board of Directors has resolved on WISA’s long-term incentives, Remuneration Policy and the ownership recommendation for the President and CEO and other members of the Group Leadership Team
Long-term incentives of WISA
WISA Group Plc’s (“WISA”, “Company”) Board of Directors has today resolved to establish a Performance Share Arrangement and a Restricted Share Plan for the years 2027-2029.
Performance Share Arrangement
The Performance Share Arrangement (“PSA”) is targeted to the President and CEO, other Group Leadership Team members and other selected key employees. The Performance Share Arrangement will consist of annually commencing three-year plans. The Board of Directors will resolve annually the key terms, earning criteria and the participants to each three-year plan. When the Board of Directors resolves to establish the first three-year plan under the PSA, details of such plan, including the key terms and conditions, will be published via a separate stock exchange release.
Restricted Share Plan for 2027-2029
The Restricted Share Plan for 2027-2029 (“RSP 2027-2029”) is used as a commitment instrument for the President and CEO and other Group Leadership Team members and in specific recruitment situations. The purpose of the RSP 2027-2029 is to serve as a tool in aligning the interests of the participants and the Company’s shareholders and, thus, promote favorable development of shareholder value in the long term. In particular, the RSP 2027-2029 is used as a one-time bridge-plan for the President and CEO as well as for the other Group Leadership Team members during the first consecutive three years as of the listing of WISA’s shares into Nasdaq Helsinki regulated market (“Bridge RSP”). In addition, the RSP 2027-2029 may be used in potential specific key recruitments (“Buy-out RSP”).
The reward under the Bridge RSP is delivered to the participants in three equal instalments in December 2027, December 2028 and December 2029. The amount of the reward (“Reward”) under the Bridge RSP is defined as a percentage of the participant’s annual gross base salary at the time of the admission to the RSP 2027-2029. The Reward represents the gross value of the participant’s Reward before deduction for statutory income tax, transfer tax and possible other relevant statutory taxes, social security, pension and other employment or service related insurance premiums or payments which possibly are payable by the participant or by the Company.
Buy-out RSP can be utilized for the key recruitments potentially made during the years 2027-2029, to compensate them for the loss of variable pay plans granted for previous service or employment. In case of such key recruitments the Board of Directors will resolve on the payment schedule and additional terms for the Buy-out RSP.
Since the Company’s shares have not yet been admitted to trading in Nasdaq Helsinki regulated market, and trading with WISA’s shares will start on November 2, 2026, the maximum number of shares to be delivered under the RSP 2027-2029 cannot be defined. However, the maximum euro amount to be used for the payment of the Rewards under the RSP 2027-2029 is EUR 2 million. Due to the purpose of the RSP 2027-2029 no earning criteria is applied to the rewards under the plan. No reward shall be delivered or paid to a participant if their service or employment in the Company ends, the termination of service or employment is agreed or a notice regarding the termination of service or employment is delivered by the participant or by the Company (whichever occurs earlier) before the delivery date. Unless the Board of Directors resolves otherwise at the time of the payment, the share delivery under RSP 2027-2029 will be executed by using already existing shares and the plans, therefore, have no dilutive effect, and the value of the shares is determined in accordance with the market price.
Remuneration Policy
WISA’s Board of Directors has today approved WISA’s remuneration policy for the governing bodies (“Remuneration Policy”) setting a frame for the remuneration of the Board of Directors and President and CEO of WISA. The Remuneration Policy will be available at WISA’s website and will be presented for the adoption of the first general meeting of WISA. The resolution of the annual general meeting is advisory.
Ownership recommendation for the President and CEO and other Group Leadership Team members
The Board of Directors has resolved on the share ownership recommendation for the President and CEO and the other Group Leadership Team members. The share ownership recommendations are the following:
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For the President and CEO: “The President and CEO is required to maintain a share ownership of WISA’s shares corresponding to a one-year gross base salary. Until the share ownership recommendation is fulfilled, the President and the CEO shall retain 100% of the net shares received under the WISA long-term incentive plans”.
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For the other Group Leadership Team members: “It is recommended that the Group Leadership Team members (excluding the President and CEO) maintain a share ownership of WISA’s shares corresponding to a one-year gross base salary. Until the share ownership recommendation is fulfilled, Group Leadership Team members (excluding the President and CEO) are recommended to retain 100% of the net shares received under the WISA long-term incentive plans”.
For further information please contact:
WISA Group’s media relations
tel. +358 20 415 6200
media@wisa.com
WISA Group in brief
WISA Group (“WISA”) is one of the leading plywood producers in Europe, specializing in high-quality WISA plywood and veneer for demanding applications where consistent quality, technical performance and reliable service are central. WISA supplies high-quality hardwood and softwood products to customers in panel trading and construction, vehicle flooring, LNG shipbuilding, parquet manufacturing and other industrial applications. The wood raw material for WISA products is sourced mainly from European sources in accordance with chain-of-custody systems fulfilling the requirements of FSC and PEFC standards, with full traceability throughout the supply chain.
The company operates seven production units in Finland and Estonia and serves customers across Europe through a network of sales offices and warehouses. WISA Group’s shares will be listed on the regulated market of Nasdaq Helsinki Ltd on November 2, 2026. www.wisa.com
Important information
The distribution of this announcement may, in certain jurisdictions, be restricted by law. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy any shares in UPM or WISA in any jurisdiction. Any securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States. No securities referred to herein have been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the partial demerger of UPM or the accuracy or the adequacy of this announcement or the Finnish language demerger and listing prospectus (or the English language translation thereof) dated July 16, 2026 published by UPM, as supplemented on August 17, 2026, September 18, 2026, and October 28, 2026. Any representation to the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of UPM or WISA Group to differ materially from those expressed or implied in the forward-looking statements. Neither UPM, WISA Group, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.