Posti Group Corporation | Stock Exchange Release | February 13, 2025, at 9.00 a.m. EET
The Board of Directors of Posti Group (the "Board") has resolved to launch a Performance Share Program ("PSP") and a Restricted Share Program ("RSP") for the Posti's Management and selected Key Employees (hereinafter together the "Key Employees").
The PSP is intended to promote a long-term performance culture at Posti, and through Key Employees' retention support Posti's long-term value creation. The RSP is intended to be used as a complementary long-term retention arrangement for separately selected Key Employees in special situations. The Board also decided to convert the rewards from cash to shares for those participants in the LTI 2024-2026 and LTI 2025-2027 plans who also participate in the Performance Share Plan 2026-2028. At the same time, Posti's Board decided on a shareholding recommendation for Posti Leadership Team.
Performance Share Program (PSP)
The purpose of the Performance Share Program is to promote a long-term performance culture at Posti, to commit the Key Employees to the company's long-term strategic targets, to align the interests of the shareholders and Key Employees by creating long-term share ownership, to support Posti's long-term value creation and to retain Key Employees. The PSP consists of separate three-year performance periods that commence annually by decision of the Board.
Under each plan, the participants have opportunity to receive Posti Group's shares as a reward based on the achievement of the performance targets set by the Board. The maximum value of the reward is capped at a level based on number of shares pre-determined by the Board, irrespective of the share price development.
Performance Share Plan 2026-2028
The first Performance Share Plan (PSP 2026-2028) will start at the beginning of 2026 and any rewards will be paid in Spring 2029, provided that the performance criteria set by the Board for 2026-2028 are met. The performance criteria for the 2026-2028 performance period set by the Board are based on absolute Total Shareholder Return (Absolute TSR), cumulative Earnings per Share (Cumulative EPS), greenhouse gas emissions and employee engagement index.
The target group for the 2026-2028 performance period includes approximately 41 Key Employees, including the CEO and the members of the Leadership Team. The maximum number of shares to be paid based on the performance period 2026-2028 corresponds approximately 544 000 shares. It is the gross reward from which the withholding tax is reduced, and the remaining net amount is paid to the participants in shares.
Restricted Share Program (RSP)
The Restricted Share Program will be used selectively in special situations, such as recruiting new Key Employees, retaining key talent and in connection with acquisitions, when there is a special need for targeted and emphasized retention and motivation. The purpose of the Program is to retain selected Key Employees at the company, to align the interests of shareholders and management, and to provide a competitive share-based incentive to complement the total remuneration of Posti's Key Employees.
The RSP consists of separate three-year plans, each with a three-year retention period, that commence annually by Board decision. The Board will, during the term of the plan, designate the Key Employees belonging to the target group and decide their awards. The maximum value of the reward is capped at a level based on a number of shares predetermined by the Board, irrespective of share price development. The shares used for the reward will be acquired from the market or transferred from treasury shares held by the Company. No newly issued shares is to be used for payment under this Plan.
Restricted Share Plan 2026-2028
The first Restricted Share Plan will commence at the beginning of 2026, and the potential rewards will be paid in Spring 2029. The maximum number of shares to be paid based on the retention period 2026-2028 corresponds to approximately 54 000 shares. It is the gross reward from which the withholding tax is reduced, and the remaining net amount is paid to the participants in shares.
Long-term incentive plans LTI 2024-2026 and LTI 2025-2027
Posti's previously launched long-term incentive programs have been cash-settled incentive plans based on the Posti Group's performance. Consistent with the PSP, the purpose of these programs is to support Posti's long-term value creation, align the interests of shareholders and management, and engage Key Employees in delivering the company's strategy and objectives.
Following Posti's listing, the reward under the long-term incentive plans can also be paid in shares. The Board has decided to convert the rewards for those participants in the LTI 2024-2026 and LTI 2025-2027 plans who also participate in the Performance Share Plan 2026-2028 to be paid shares.
Based on the conversions, the maximum number of shares to be paid based on the performance period 2024-2026 corresponds to approximately 343 000 shares and the maximum number of share rewards to be issued during the performance period 2025-2027 corresponds to approximately 389 800 shares. The potential reward will be paid in Posti Group shares. The reward to be paid represents a gross reward from which tax is withheld, and the remaining net amount is paid to the reward recipient in shares.
Other terms and conditions
Posti applies a shareholding recommendation to the members of Posti's Leadership Team. Under the recommendation, each member of the Leadership Team is expected to retain at least half of the shares received under the company's share-based incentive plans until the value of his or her shareholding in the company corresponds to at least the amount of his or her annual gross salary.
If a Key Employee's employment or service with Posti ends before payment of the reward, as a rule they will not be entitled to the reward under the relevant plan. Payment of reward under the Restricted Share Program may be prevented if a minimum financial performance criterion set by the Board has not been achieved.
The Board has an exclusive right to interpret and amend terms of any share-based incentive program.
Further information
Anna Salmi
SVP, People, Communications and Sustainability
Tel. +358 20 452 3366 (MediaDesk)
Distribution
Key media
www.posti.com/en/investors
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https://www.posti.com/en/corporate/media
Posti Group Corporation in brief
Posti is one of the leading delivery and fulfillment companies in Finland, Sweden, and the Baltics. We make our customers' everyday lives smoother with a wide range of services, which include parcels, freight, and postal services as well as warehouse, fulfillment, and logistics services. Our goal is to transport completely fossil-free throughout the value chain by 2030 and zero our own emissions by 2040. Our net sales in 2025 amounted to EUR 1,447.6 million and we have approximately 13,700 employees. Posti Group's shares are listed on the Nasdaq Helsinki official list in Finland. www.posti.com.
