UPM’s Board of Directors has resolved to establish a new share based long-term incentive arrangement and approved the Restricted Share Plan 2024–2027
21 September 2023 - 10:45AM
UPM’s Board of Directors has resolved to establish a new share
based long-term incentive arrangement and approved the Restricted
Share Plan 2024–2027
UPM-Kymmene
Corporation Stock
Exchange Release (Other information disclosed according to the
rules of the
Exchange) 21
September 2023 at 11:45 EEST
UPM’s Board of Directors has resolved to establish a
new share based long-term
incentive arrangement and
approved the Restricted Share Plan
2024–2027
UPM’s Board of Directors has resolved to establish a new share
based long-term incentive arrangement (“Restricted Share
Arrangement”) and approve the restricted share plan for the period
2024–2027 (“Restricted Share Plan 2024–2027”).
Restricted Share
Arrangement
The purpose of the Restricted Share Arrangement is to function
as a complementary share based long-term incentive arrangement for
the participants and to serve as a tool in aligning the interests
of the participants and the Company’s shareholders and, thus,
promote favourable development of shareholder value in the long
term. In particular, the Restricted Share Arrangement is used as a
commitment instrument for individually selected participants in
specific recruitment and retention situations. The Restricted Share
Arrangement is targeted at the President and CEO, the other Group
Executive Team members and the other selected members of the senior
management. The President and CEO is not eligible to receive a
reward from this Arrangement for retention purposes.
The Restricted Share Arrangement consists of annually commencing
four-year plans within which the participants have the opportunity
to receive shares as long-term incentive, subject to the approval
of the Board of Directors. Each plan under the Restricted Share
Arrangement consists of four consecutive years and is divided into
two subsequent periods, that is the grant period (“Grant Period”)
and the vesting period (“Vesting Period”). The Grant Period
comprises the first year of each Plan during which rewards can be
granted to the participants. Vesting Period comprises the
three-year period following the end of a Grant Period during which
share rewards are delivered in instalments to the participants. The
first instalment of the reward shall be delivered no earlier than
one year after the date the participant was nominated to the
Plan.
No earning criteria is applied to the Restricted Share
Arrangement and the delivery of the share reward is subject to the
continuation of the employment or service.
Restricted Share Plan
2024–2027
The Board of Directors has resolved that the Grant Period of the
Restricted Share Plan 2024–2027 commences on 1 January 2024 and
ends on 31 December 2024. The Vesting Period for the Restricted
Share Plan 2024–2027 will commence on 1 January 2025 and end on 31
December 2027.
The share rewards based on the Restricted Share Plan 2024–2027
will be delivered to participants in annual instalments by the end
of 2027. Share delivery of Restricted Share Plan 2024–2027 will be
executed by using already existing shares and, therefore, has no
dilutive effect.
The maximum aggregated amount of shares that may be granted
under the Restricted Share Plan 2024–2027 is 500,000 shares. The
maximum aggregated amount of shares represents the gross value of
the rewards of which the applicable taxes will be deducted before
the shares are delivered to the participants.
Ownership recommendation for the President and CEO and
the other Group Executive
Team members
In addition, the Board of Directors has resolved to restate the
share ownership recommendation for the President and CEO and the
other Group Executive Team members as follows: “It is recommended
that the President and CEO maintains a share ownership of UPM
shares corresponding to a two-year gross base salary and the other
Group Executive Team members a share ownership corresponding to a
one-year gross base salary. Until the share ownership
recommendation is fulfilled, the President and the CEO and the
other Group Executive Team members shall retain 50% of the net
shares received under the Company’s long-term incentive plans”.
In addition to the Restricted Share Arrangement UPM currently
has two other share based long-term incentive arrangements: the
Performance Share Plan and the Deferred Bonus Plan. Further
information on these arrangements is available from stock exchange
release on UPM’s share based long- term incentive plans published
on 16 February 2023.
For further information, please contact:Riitta
Savonlahti, Executive Vice President, Human Resources, tel. +358
2041 50048
UPM-Kymmene CorporationPirkko HarrelaExecutive Vice President,
Stakeholder Relations
UPM, Media RelationsMon-Fri 9:00–16:00 EESTtel.
+358 40 588 3284media@upm.com
UPMWe deliver renewable and responsible
solutions and innovate for a future beyond fossils across six
business areas: UPM Fibres, UPM Energy, UPM Raflatac, UPM Specialty
Papers, UPM Communication Papers and UPM Plywood. As the industry
leader in responsibility, we are committed to the UN Business
Ambition for 1.5°C and the science-based targets to mitigate
climate change. We employ 17,200 people worldwide and our annual
sales are approximately EUR 11.7 billion. Our shares are listed on
Nasdaq Helsinki Ltd. UPM Biofore – Beyond
fossils. www.upm.com
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