Investors


Investor Contacts

Matti Hyytiäinen

President & CEO
Tel. +358 20 1752 968
firstname.lastname@pkcgroup.com

Juha Torniainen

CFO
Tel. +358 20 1752 150
firstname.lastname@pkcgroup.com

Contacts through

Sinikka Ravander

Senior Executive Assistant
Tel. +358 40 120 9277
firstname.lastname@pkcgroup.com

Options 2012

The stock options of the year 2012 stock-option scheme shall, upon Board´s decision, be issued free of charge to the members of the Executive Board, general managers of subsidiaries and other key personnel defined by the board and employed by or to be recruited by the Group.

The maximum total number of stock options issued will be 1,020,000 and they are divided into 2012A (i and ii), 2012B (i and ii) and 2012C (i and ii) options. A total of 170,000 stock options are included in each stock option class. The stock options entitle their owners to subscribe for a maximum total of 1,020,000 new shares in the Company or existing shares held by the Company. The stock options now issued may be exchanged for shares constituting a maximum total of 4.6% of all of the Company´s shares and of all of the votes of the shares, after the potential share subscription, if new shares are issued in the share subscription.

The share subscription price will be the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 January-31 March 2012 (stock options 2012A), during 1 January-31 March 2013 (stock options 2012B), and during 1 January-31 March 2014 (stock options 2012C). In case the above mentioned trade volume weighted average quotation of the share is lower than the shareholders´ equity per share in the consolidated financial statements preceding the period of determination of the share subscription price, the Board of Directors will be entitled to decide that the shareholders´ equity per share in the preceding consolidated financial statements will be used as the share subscription price. The share subscription price will be credited to the reserve for invested unrestricted equity.

The share subscription period for stock options 2012A, will be 1 April 2015-30 April 2017, for stock options 2012B, 1 April 2016-30 April 2018, and for stock options 2012C, 1 April 2017-30 April 2019.

Release criteria for 2012 A (ii) options

  • The share subscription period with 2012 A (ii) options begins only if the financial performance and EBITDA of PKC Group for financial years 2012-2014 is, based on the total consideration of the Board of Directors, comparable to PKC Group´s key competitors that have published their results. The total consideration shall also take into account the development of PKC Group´s market share.
  • If the above-mentioned prerequisite does not fulfill, stock options expire based on the consideration and in the extent and manner decided by the Board of Directors and the terms of the stock options.
  • 2012 A (ii) options shall be allocated to option holders conditionally so that the options shall be distributed and entered into option holders´ book-entry accounts only after the Board of Directors has decided on the start of the share subscription period and to the extent decided by the Board of Directors.
  • Board of Directors has decided that the release criteria for 2012 A ii) options has been fulfilled and thus share subscription period with 2012 A (ii) options shall start as set out in option terms

Release criteria for 2012 B (ii) options

  • The share subscription period with 2012 B (ii) options begins only if EBITDA for years 2013-2015 is cumulatively at least EUR 180 million. The effect of M&As and other restructurings as well as exceptional changes in macro-economy shall be taken into account in the calculation.
  • If the above-mentioned prerequisite does not fulfill, stock options expire based on the consideration and in the extent and manner decided by the Board of Directors and the terms of the stock options.
  • 2012 B (ii) options shall be allocated to option holders conditionally so that the options shall be distributed and entered into option holders´ book-entry accounts only after the Board of Directors has decided on the start of the share subscription period and to the extent decided by the Board of Directors.
  • Board of Directors has decided that the release criteria for 2012 B (ii) options has been fulfilled and thus share subscription period with 2012 B (ii) options shall start as set out in option terms

Release criteria for 2012 C (ii) options

  • The share subscription period with 2012 C (ii) options begins only if EBITDA for years 2014-2016 is cumulatively at least EUR 180 million. The effect of M&As and other restructurings as well as exceptional changes in macro-economy shall be taken into account in the calculation.
  • If the above-mentioned prerequisite does not fulfill, stock options expire based on the consideration and in the extent and manner decided by the Board of Directors and the terms of the stock options.
  • 2012 C (ii) options shall be allocated to option holders conditionally so that the options shall be distributed and entered into option holders´ book-entry accounts only after the Board of Directors has decided on the start of the share subscription period and to the extent decided by the Board of Directors.
  • Board of Directors has decided that the release criteria for 2012 C (ii) options has not been fulfilled and thus share subscription period with 2012 C (ii) options shall not start as set out in option terms

Currently

  • The share subscription price is EUR 15.31 with the 2012A options, EUR 16.65 with the 2012B options and EUR 23.28 with the 2012C options.


Share subsription windows 2017:

  • 14.3.2017
  • 16.5.2017
  • 8.9.2017
  • 23.11.2017

Share subscription place: Evli Bank Plc, contact Helpdesk –service by email operations@evli.com or by phone +358 09 4766 9931 (9.00–16.00 Finnish time) [PKC’s option receivers Incentive- service at https://incentive.eam.fi]

Terms and conditions

Releases:

Board's proposal

Resolutions