LEMMINKÄINEN CORPORATION STOCK EXCHANGE RELEASE 22 NOVEMBER 2012 AT 9 A.M.
LEMMINKÄINEN ADOPTED A NEW LONG-TERM SHARE BASED INCENTIVE PLAN FOR KEY PERSONNEL
The Board of Directors of Lemminkäinen Corporation has adopted a new share-based incentive plan for the Group's key personnel. The plan aims to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, while committing the key personnel to the company, increasing their ownership in the company, and offering them a competitive reward plan based on holding the company's shares. The plan consists of performance-based reward and conditional reward. The aim of the conditional reward is to encourage the Group's key personnel to increase their holding in the company.
The Board of Directors recommends that the President and CEO of the company and the members of the Group Executive Board would hold 50 per cent of all of the shares received on the basis of the plan until the value of their share ownership corresponds to their six months' salary. This share ownership should be maintained during the validity of employment or service.
The plan includes three one-year performance periods, calendar years 2013, 2014 and 2015. The Board of Directors of the company will decide on the performance criteria and their targets for the performance period at the beginning of each performance period.
Approximately 50 persons will come within the scope of the plan for the performance period 2013. The performance-based reward is based on Lemminkäinen Group's operating profit margin and on the Return on Investment rate. The potential performance-based reward for the performance period 2013 will be paid out by the end of April 2014 in company shares and cash. The proportion to be paid in cash will cover the taxes and tax-related costs arising from the reward. The shares may not be transferred during the restriction period of approximately two years. Should a key person's employment or service in the company end during the restriction period, he/she must primarily return the shares received as reward to the company without compensation.
In addition to the performance-based reward, as part of the plan the above mentioned key personnel has the opportunity to receive conditional reward on the basis of their share ownership and continued employment or service in the company. The prerequisite for receiving conditional reward is that the key person already owns or will acquire a number of company shares, or part of it, as specified by the Board of Directors by a date set by the Board. In this case, the key person will be granted one share per each share acquired by him/her as a reward, if his/her employment or service relationship remains valid and he/she continues to own the shares at the date of payment of the conditional reward. The performance period for conditional reward includes calendar years 2013 to 2015. The conditional reward will be paid out by the end of April 2016 in company shares and cash.
Acquisition of shares
The rewards to be paid on the basis of the plan will correspond to the value of a maximum total of 700,000 Lemminkäinen Corporation shares (including also the proportion to be paid in cash). The value of the reward will be determined on the basis of the share price of the shares to be paid as reward on the payment date. The Lemminkäinen Corporation shares handed over as reward will be acquired from the market, and therefore the plan has no dilution effect. The share acquisitions have been outsourced to a business partner.
The new system will replace the company's earlier long-term incentive plan, the last earning period of which will end on 31 December 2012. The essential terms and conditions of the current share-based incentive plan have been published on 10 December 2009 and described on the company website at www.lemminkainen.com.
Timo Kohtamäki, President and CEO
Tel. +358 2071 53263
Executive Vice President, HR and ICT
Tel. +358 2071 53651
NASDAQ OMX Helsinki
Lemminkäinen Group operates in all areas of the construction sector. The Group's operations are organised into four business segments: building construction, infrastructure construction, technical building services and international operations. Net sales in 2011 were about EUR 2.2 billion, of which international operations accounted for roughly a third. The Group employs 8,000 people on average. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Nordic Exchange Helsinki. www.lemminkainen.com