Long-term incentive plans

Share-based Long-term Incentive plans

In December 2020 the Board of Directors decided on 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 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.

*) The maximum amount of gross shares to be paid (including taxes) if the earning criteria are fully met.

Performance Share Plan for years 2018-2022

Reward based on the last earning period 2020-2022 of Performance Share Plan 2018-2022 was paid to the participants in March 2023. The reward was announced on February 7, 2023 with a stock exchange release.

Fiskars Ownership Plan 2023 for the company’s management

In February 2023 the Board of Directors resolved to launch Fiskars Ownership Plan 2023 directed to the company’s President and CEO, Group Leadership Team and certain key employees determined by the Board. In the plan, the target group is given an opportunity to receive free matching shares for their personal investment in Fiskars shares. The rewards based on the plan will be paid after the end of the three-year matching period in 2026.

The plan is established to encourage the target group to invest in Fiskars shares. The aim is to align the objectives of the shareholders and the management for increasing the value of the company in the long-term, to commit the target group to the company and to offer a competitive incentive program.

The prerequisite for receiving the matching shares is that the participant acquires shares within the limits set by the Board. If the participant’s share acquisition prerequisite has been fulfilled and the employment or service relationship with a group company has not terminated by the payment date, the participant will receive reward shares gratuitously according to the matching ratio decided by the Board. The Board has decided to offer the plan to approximately 16 persons, and the maximum amount of gross reward to be paid on the basis of the Plan will correspond to approximately 380,000 Fiskars shares, including the cash proportion intended for covering taxes arising from the reward.

In a directed share issue against payment, a maximum total of 190,000 treasury shares held by the company were offered for subscription by the target group of the plan, in deviation from the shareholders’ pre-emptive right. The subscription period was February 9 – March 3, 2023. A total of 156,401 treasury shares were subscribed for in the directed share issue. The subscription price was EUR 16.56 per share, equal to the trade volume weighted average price of Fiskars share on Nasdaq Helsinki Ltd during the period of 1 January 2023 – 31 January 2023. The total share subscription price is EUR 2,590,000.56. 12 key employees subscribed shares in the share issue. As part of the plan, the Board resolved to offer to partly finance on an arm’s length basis the subscriptions of the company’s shares, by providing interest-bearing loans to the plan participants. The aggregate amount of finance provided by the company was EUR 1,206,274.00.

Employee Share Savings Plan “MyFiskars”

In March 2023 the Board of Directors decided to establish an employee share savings plan, “MyFiskars”, for the employees of Fiskars Group, in all countries where there are no legal, administrative or tax-related obstacles that would prevent running the program.

The aim of MyFiskars is to invite employees to acquire and own Fiskars shares, and it is intended to create a culture of ownership as well as to further strengthen employees’ long-term commitment to the company.

MyFiskars consists of annually commencing plan periods, each one comprising a 12-month savings period and a holding period. MyFiskars is offered to the approximately 6,600 permanent employees of Fiskars Group. The employees are offered the chance to voluntarily save a proportion of their monthly salary and to invest this in Fiskars shares. The savings will be used to acquire Fiskars shares for the participating employees quarterly after the publication dates of the company’s interim reports. As a reward for their commitment, Fiskars grants the participating employees a gross reward of one free matching share for every two savings shares acquired. The matching shares will be granted if the participating employee remains employed at Fiskars Group at the end of the plan period and if they have kept the shares they have acquired with their savings until this date.

The potential reward will be settled in shares, or partly in shares and partly in cash, after the end of the holding period. The cash proportion is intended for covering taxes and tax-related costs arising from the reward in countries where the employer has the obligation to withhold taxes. Matching shares will be freely transferable after their registration in the participant’s book-entry account. Savings shares and matching shares are regular Fiskars shares and entitle the participants to dividends. The participants may choose whether they want to receive dividends in cash or invest the dividends in additional shares on the next acquisition date. The shares purchased with dividends will have an equal right to matching shares as the shares purchased with savings.

Participation in MyFiskars is voluntary, and Fiskars Group employees will be invited to participate in one plan period at a time. The first savings period commences on 1 July 2023 and ends on 30 June 2024. The holding period begins at the first acquisition of savings shares and ends on 30 June 2026.

updated 19.6.2023