2017-10-24 18:30:10 CEST

2017-10-24 18:30:10 CEST


REGULATED INFORMATION

English
Ahlstrom-Munksjö Oyj - Other information disclosed according to the rules of the Exchange

Board of Directors of Ahlstrom-Munksjö decided on a new long-term share-based incentive plan


AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE, OCTOBER 24, at 18:30 p.m. CEST

Ahlstrom-Munksjö’s Board of Directors has decided to establish a new long-term
share-based incentive plan for the key personnel of the company. The aim of the
plan is to align the objectives of the company's owners and key personnel to
increase the company's value and to commit key personnel to the company through
an incentive system based on ownership of Ahlstrom-Munksjö shares.

The Board of Directors has, in addition, decided to establish a bridge plan to
cover the gap in the long-term incentive plan structure, which results from the
implemented merger of the two companies and the related transition to the new
plan structure herein announced. The bridge plan covers the most critical
leadership resources of Ahlstrom-Munksjö.

The main long-term incentive plan structure

The plan includes a rolling structure of individual performance share plans,
each with a three-year performance period. The first performance period will
start as of 2017. The commencement of any further plan periods is subject to the
Board’s annual decision. The performance criteria for the 2017-2019 performance
period will be the Total Shareholder Return (TSR) including share price change
and profit distribution during the performance period. Additionally, no reward
will be paid in case an underlying EBITDA requirement is not met.

The Board of Directors has nominated approximately 65 key persons as eligible to
participate in the first plan 2017-2019.

The potential reward for the first plan will be paid in 2020. The reward will at
the company’s choice either be paid in the form of company shares or in cash.

If the targets set for the 2017-2019 performance period of the plan are met, the
estimated aggregate gross value of the rewards to be paid will be approximately
EUR 3.4 million or, as an estimate, approximately 193,000 Ahlstrom-Munksjö
shares, when calculated based on the trade volume weighted average quotation of
the share of Ahlstrom-Munksjö during the month of September 2017. Should the
maximum level of performance criteria be achieved, the estimated maximum gross
value of shares to be paid will be approximately EUR 6.9 million or, as an
estimate, approximately 385,000 Ahlstrom-Munksjö shares, when calculated based
on the above-mentioned average quotation of the share during the month of
September 2017.

The attained reward represents a gross earning, from which the applicable
payroll tax is withheld and the remaining net value is delivered to the
participants.

The bridge plan structure

The bridge plan is a one-off plan with an overall plan period of three years.

The bridge plan includes one performance period comprising the years 2017-2018.

The potential reward payable under the bridge plan will be paid in the spring
2019 if the performance targets set by the Board for the bridge plan are
achieved. The payment of the reward is followed by a one-year restriction
period, comprising the year 2019. The potentially paid reward is at the
participants’ disposal after the lapse of the restriction period.

The reward under the bridge plan will at the company’s choice either be paid in
the form of company shares or in cash.

The performance criteria applied to the bridge plan are the same as those
applied to the main plan structure. Similarly with the main plan no reward will
be paid in case an underlying EBITDA requirement is not met.

The Board of Directors has nominated approximately 20 key persons belonging to
the most critical leadership resources of Ahlstrom-Munksjö as eligible to
participate in the bridge plan.

If the targets set for the 2017-2018 performance period of the bridge plan are
met, the estimated aggregate gross value of the rewards to be paid will be
approximately EUR 2.0 million or, as an estimate, approximately 115,000 Ahlstrom
-Munksjö shares, when calculated based on the trade volume weighted average
quotation of the share of Ahlstrom-Munksjö during the month of September 2017.
Should the maximum level of performance criteria be achieved, the estimated
maximum gross value of shares to be paid will be approximately EUR 4.1 million
or, as an estimate, approximately 230,000 Ahlstrom-Munksjö shares, when
calculated based on the above-mentioned average quotation of the share during
the month of September 2017.

The attained reward represents a gross earning, from which the applicable
payroll tax is withheld and the remaining net value is delivered to the
participants.

Other terms

All members of the Management Team shall accumulate and, once achieved, maintain
a level of share ownership corresponding to their annual gross base salary. The
members of the Management Team are expected to use at least fifty per cent of
the net reward received under the long-term incentive plans for accumulating
their share ownership until the above share ownership level has been achieved.

For further information, please contact:
Anna Selberg, EVP Communications, tel. +46 703 23 10 32, anna.selberg@ahlstrom
-munksjo.com
Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying
innovative and sustainable solutions to customers worldwide. Our offerings
include decor paper, filter media, release liners, abrasive backings, nonwovens,
electrotechnical paper, glass fiber materials, food packaging and labeling,
tape, medical fiber materials and solutions for diagnostics. Combined annual net
sales are about EUR 2.15 billion and we employ 6,000 people. The Ahlstrom
-Munksjö share is listed on the Nasdaq Helsinki and Stockholm. The company was
formed on April 1, 2017 through the merger of Ahlstrom Corporation and Munksjö
Oyj. Read more at www.ahlstrom-munksjo.com.