Payment of Rewards for the 2023-2025 Performance Period of Fondia's Share-Based Commitment and Incentive Plan and Amendment to the Terms
Fondia Plc
Company release
2026-05-05 at 3.00 p.m. EEST
Fondia Plc has previously announced the establishment of a personnel share-based commitment and incentive plan (the "Plan"), the five three-year earning periods decided upon under the Plan to date, and the amendments made to the Plan in 2025.
The company's Board of Directors has now confirmed the payment of rewards for the second earning period 2023-2025 of the Plan and made certain additions to the terms of the performance period, as described below. The performance period has previously been communicated by company announcements dated 24 November 2022 and 3 April 2025.
Base Reward 2023-2025
The Board of Directors has confirmed the performance level for the Plan's performance period 2023-2025 and the payment of rewards on the basis of the applicable earning criteria. Based on the achievement of the targets set for the performance period, the reward shares will be paid to the participants in the performance period in accordance with the previously communicated terms of the Plan (hereinafter the "Base Reward").
Additional Reward 2023-2025
The Board of Directors has further resolved that certain participants of this performance period will be granted an additional reward exceeding the Base Reward based on individual performance (the "Additional Reward"). The Board of Directors has defined the recipients of the Additional Reward and the earning criteria. The total reward for participants, including the Additional Reward, will not exceed the maximum level of reward shares originally determined.
The Board of Directors has also resolved to supplement the terms of the Plan's performance period 2023-2025 so that, contrary to the previous terms, a commitment period and a transfer restriction will apply to a portion of the Additional Reward shares. The basis for granting Additional Reward and imposing the restriction terms is the Board of Directors' authority under the terms of the Plan to increase the reward for a specific reason and to make other necessary amendments to the terms of the Plan. The amendments have been made in pursuit of the purpose of the Plan - increasing the company's long-term shareholder value and retaining participants.
The content of the amendment is as follows:
- The Additional Reward is divided into a free portion (50% of the Additional Reward), which is not subject to transfer restrictions, and a commitment portion (50% of the Additional Reward, the "Commitment Shares"), which is subject to a transfer restriction until 31 December 2027 (the "Commitment Period").
- If the employment of a recipient of the Additional Reward terminates during the Commitment Period on any grounds other than those constituting a "Good Leaver" basis under the terms of the Plan, the Commitment Shares will be returned to the company.
The reward shares will be paid entirely in shares (gross) and no cash component is included in the payment. The recipients of the reward shares are responsible for any taxes relating to the reward shares.
Transfer of treasury shares
According to the above, Fondia Plc will transfer a total of 45,294 treasury shares, held by the company, to 37 individuals who participated in the share plan during the 2023-2025 performance period, without compensation, by the end of May 2026. The transfer of shares is based on the terms and conditions of the share plan, as amended, and the authorisation granted to the Board of Directors by the Fondia General Meeting on 19 March 2026.
The original number of participants in the share plan's performance period 2023-2025 was approximately 45 and the maximum number of shares was approximately 100,000 shares.
The change in the number of treasury shares will be announced separately once the transfer has taken place.
Fondia Plc
For further information, please contact:
Timo Lappi, CEO, tel. +358 40 756 7809
Harri Savolainen, CFO, tel. +358 40 502 1919
Certified Adviser Aktia Alexander Corporate Finance Oy, tel. +358 50 520 4098
Fondia in brief
Fondia solves the legal needs of companies by combining the best services from internal legal departments and law firms. Fondia operates in Finland, Sweden, Estonia, and Lithuania. Fondia employs around 160 people. The Group's net sales in 2025 were EUR 23.9 million.
Distribution:
Nasdaq Helsinki Ltd
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