Ponsse Oyj: Ponsse Plc established performance-based matching share plans for the group's CEO and key employees

The Board of Directors of Ponsse Plc resolved to establish new Performance-Based Matching Share Plans for the Group's CEO and key employees. The aim of the plans is to align the objectives of the shareholders, the CEO and the key employees for increasing the value of the company in the long term. The plans are intended to encourage the CEO and key employees to personally invest in the company's shares, to steer them toward achieving the company's strategic objectives, to retain them at the company and to offer them a competitive incentive plan that is based on acquiring, earning and accumulating Ponsse Plc's shares. The plans are a continuation of the Performance-Based Matching Share Plans 2023-2027.

Performance-Based Matching Share Plan 2026-2030

The Performance-Based Matching Share Plan 2026-2030 includes three (3) performance periods, covering the financial years 2026-2028, 2027-2029 and 2028-2030. The Board of Directors will resolve annually on the commencement and details of a performance period. The prerequisite for participation in a performance period and receiving a reward is that a participant acquires, at the start of each performance period, such number of shares in the company that the Board of Directors has notified in advance.

It is possible to earn a matching reward and performance-based matching reward under the plan. The matching reward is determined based on the fulfilment of the share ownership obligation and valid employment or director contract. The performance-based matching reward is in addition determined based on the achievement of targets set for a performance period.

The matching reward will be paid as soon as practicable after the acquisition of shares subject to the share ownership prerequisite of the performance period. Shares delivered as a matching reward may not be transferred during the set restriction period, which ends three years after the start of each performance period. The restriction period for the shares received as a matching reward under the performance period 2026-2028 ends on 31 December 2028.

The performance-based rewards under the performance period 2026-2028 are based on the Group's EBIT, the Group's Working Capital and Scope 3 CO2 emissions. The achievement of the targets set for the performance criteria will determine the final proportion of the maximum reward that will be paid as performance-based matching reward to participants. The performance-based matching rewards will be paid after the end of each performance period, for the 2026-2028 performance period by the end of May 2029.

The target group of the plan consists of approximately 120 persons, including the members of the Management Team but excluding the President and CEO. The net rewards to be paid under the performance period 2026-2028 amount to an approximate maximum total of 78,000 Ponsse Plc shares calculated at the current share price. In addition, the company will pay taxes and social security contributions arising from the reward to the participants in connection with the reward payment. The final number of shares will depend on the number of shares acquired by the participants and the achievement of the targets set for the performance criteria. As a rule, no reward will be paid if the participant's employment or director contract terminates before the reward payment.

The CEO Performance-Based Matching Share Plan 2026-2030

The CEO Performance-Based Matching Share Plan 2026-2030 includes three (3) performance periods, covering the financial years 2026-2028, 2027-2029 and 2028-2030. The Board of Directors will resolve annually on the commencement and details of a performance period. The prerequisite for participation in a performance period and receiving a reward is that the CEO acquires, at the start of each performance period, such number of shares in the company that the Board of Directors has notified in advance.

It is possible to earn a matching reward and performance-based matching reward under the plan. The matching reward is determined based on the fulfilment of the share ownership obligation and valid employment or director contract. The performance-based matching reward is in addition determined based on the achievement of targets set for a performance period.

The matching reward will be paid by the end of May 2027, 2028 and 2029. Shares delivered as a matching reward may not be transferred during the set restriction period, which ends three years after the start of each performance period. The restriction period for the shares received as a matching reward under the performance period 2026-2028 ends on 31 December 2028.

The performance-based rewards under the performance period 2026-2028 are based on the Group's EBIT, the Group's Working Capital and Scope 3 CO2 emissions. The achievement of the targets set for the performance criteria will determine the final proportion of the maximum reward that will be paid as performance-based matching reward to the CEO. The performance-based matching rewards will be paid after the end of each performance period, for the 2026-2028 performance period by the end of May 2029.

The gross rewards to be paid under the performance period 2026-2028 amount to an approximate maximum total of 50,000 Ponsse Plc shares calculated at the current share price, including the proportion to be paid in cash for covering taxes and social security contributions arising from the reward to the CEO. The final number of shares will depend on the number of shares acquired by the CEO and the achievement of the targets set for the performance criteria. As a rule, no reward will be paid if the CEO's director contract terminates before the reward payment.

Vieremä, 16 February 2026

PONSSE PLC
The Board of Directors

FURTHER INFORMATION
Jarmo Vidgrén, Chairman of the Board of Directors, tel. +358 40 519 1486

DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media

www.ponsse.com

Ponsse Plc is a company specialising in the sales, manufacture, servicing and technology of cut-to-length method forest machines and is driven by genuine interest in its customers and their business. Ponsse develops and manufactures sustainable and innovative harvesting solutions based on customers' needs.

The company was established by forest machine entrepreneur Einari Vidgren in 1970, and it has been a leader in timber harvesting solutions based on the cut-to-length method ever since. Ponsse is headquartered in Vieremä, Finland. The company's shares are quoted on the Nasdaq Nordic list.