Long-term incentive plans

Performance Share Plan for years 2018–2022

In February 2018 the Board of Directors approved the establishment of a Performance Share Plan for years 2018 -2022. The Plan had three performance periods of three calendar years each; 2018–2020, 2019–2021 and 2020–2022. The Board of Directors has decided separately for each performance period the participants and the minimum, target and maximum rewards for each participant, as well as the performance criteria and related targets.

If the targets of the plan are reached, rewards will be paid to participants after the end of each performance period. The reward will be paid in the company’s shares, after the deduction of the relevant cash proportion that is required for covering taxes and tax related costs due on the basis of the reward. However, the company has the right to pay the reward fully in cash under certain circumstances. As a starting point, shares to be awarded to key employees will be paid as existing shares of the company and thus the Performance Share Plan is not expected to have a diluting effect on the ownership of the company’s shareholders.

Share rewards for the last performance period 2020–2022 of the Performance Share Plan 2018-2022 will be delivered to the participants during March 2023.

New Share-based Long-term Incentive plans

In December 2020 the Board of Directors decided on new share-based Long-term Incentive Plans for the Fiskars Group Leadership Team and other key employees. The plans include a Performance Share Plan and a Restricted Share Plan and they will form a part of Fiskars remuneration program for its key employees.

Performance Share Plan 2021

The new Performance Share Plan consists of annually commencing individual performance share plans, each with a three-year performance period, followed by the payment of the potential share reward. The Board of Directors will decide separately the commencement of each individual plan, the performance criteria and related targets of the plan, the participants and the minimum, target and maximum rewards for each participant. The amount of the reward paid to a key employee depends on the achievement of the set targets. No reward will be paid if the targets are not met. Also, if the participant’s employment or service ends before reward payment, the participant is, as a main rule, not entitled to any reward. The potential reward will be paid in the company’s shares, after the deduction of the proportion that is required for covering taxes and tax-related costs due on the basis of the reward. However, the company may decide to pay the reward fully in cash.

Restricted Share Plan 2021

The purpose of the Restricted Share Plan is to serve as a complementary long-term retention tool for individually selected key employees of Fiskars Group in specific situations. The Restricted Share Plan consists of annually commencing individual restricted share plans. The Board of Directors will decide separately the commencement of each individual plan. Each plan comprises an overall three-year retention period during which the Company may grant fixed share rewards to individually selected key employees. The company may choose to use a shorter retention period on a case by case basis within this overall three-year period. The granted share rewards will be paid after the retention period. No reward will be paid if the participant’s employment or service ends before reward payment. The reward will be paid in the company’s shares, after the deduction of the proportion that is required for covering taxes and tax-related costs due on the basis of the reward. However, the company may decide to pay the reward fully in cash.

Other terms

For the Performance Share Plan 2021 and Restricted Share Plan 2021, the maximum value of the reward payable to each participant based on each of the afore described plans is limited by a cap linked to Fiskars share price development. Also, members of the Fiskars Group Leadership Team participating in the long-term incentive plan are subject to a shareholding requirement and must retain at least 50% of the net shares received based on the plans until their share ownership in Fiskars corresponds to at least 100% for the President and CEO and 50% for the other Fiskars Group Leadership Team members of their annual gross base salary. The same ownership requirement applies to net shares received based on the Performance Share Plan for years 2018-2022.

As a starting point, shares to be awarded to key employees based on Performance Share Plan or Restricted Share Plan will be paid as existing shares of the company and thus the plans are not expected to have a diluting effect on the ownership of the company’s shareholders.

A SUMMARY OF ON-GOING LONG-TERM INCENTIVE PLANS

*)The maximum number of gross shares (taxes included) payable if the set earning criteria are achieved in full.

**) Information about RSP 2023-2025 will be added to the table once the nomination process has been completed.

*) Information about RSP 2023-2025 will be added to the table once the nomination process has been completed.

updates 28.2.2023