REMUNERATION STATEMENT 2012

The Aspo Plc management bonus programs consists of the employees’ fixed monthly salary, a short-term bonus paid on the impact of their tasks on the company result, and long-term rewards including management pension benefits and a share-ownership plan.

Aspo Plc’s Board of Directors makes decisions on the salaries, other financial benefits, and the basis of the bonus program for the Group’s CEO and the Group Executive Committee members.

Chief Executive Officer

The terms of the CEO’s employment relationship have been agreed in writing in the CEO agreement. Since January 1, 2009, the CEO of Aspo has been Aki Ojanen, eMBA. 

The period of notice applied in the employment relationship of the CEO is six months. If notice is given by the company, severance pay corresponding to 18 months’ salary will be paid in addition to the salary for the notice period. 

The retirement age of the CEO is 60. The CEO has a payment-based pension plan in which the pension is determined based on the accumulated insurance saving at the time of retirement.

Rewarding to management paid in 2012, EUR: 

REMUNERATION AND INCENTIVE PROGRAMS

Aspo has a result-based incentive plan for the management, including about 30 employees in addition to the Group Executive Committee members. The maximum bonus may differ up to a sum equivalent to three to eight months of the employee’s salary. The maximum bonus of the CEO is a sum equivalent to eight months’ salary. The criteria used in the bonus plan include Group-level result requirements and the development preconditions of the area for which the executive has responsibility. The fulfilling of the bonus program criteria is monitored annually. The payments paid according to the bonus program must be approved by Aspo Plc’s Board of Directors. Bonuses recognized annually are paid after the completion of the annual financial statements.

Share-ownership plan (long-term incentive program)

In 2009, Aspo’s Board of Directors decided on a share-based incentive plan for about 30 persons where the potential gain was based on Aspo Group’s cumulative earnings per share indicator (EPS) over the period of 2009–2011. On the basis of this plan, a total of 150,638 company-held shares were transferred to employees covered by the shareholding plan in March 2012.

In 2012, Aspo’s Board of Directors decided on a share-based incentive plan for about 30 persons. The aim of the plan is to combine the objectives of shareholders and those within the plan in order to increase the company’s value, to commit the persons to the company and to offer them a competitive incentive plan based on a long-term holding of the company’s shares. 

The plan includes three performance periods, i.e. the calendar years 2012, 2013 and 2014. The Board of Directors will decide on the plan’s earning criteria and their objectives at the beginning of each period. Participation in the plan and obtaining a reward for 2012 required that the person acquired Aspo’s shares or holds the number of shares in Aspo or Aspo Management Oy up to the number predetermined by the Board. The reward over the 2012 earning period was based on the Aspo Group’s earnings per share (EPS) indicator. Since Aspo’s result remained below the targeted level, no payable reward was accumulated in 2012. 

The shares paid during the earning periods cannot be transferred during the commitment period, which ends within two years of the earning period. If a person’s employment or official relationship ends during the commitment period, the person must gratuitously return any shares paid as reward to the company. The estimated amount of rewards paid on the basis of the Board’s original decision corresponds with the value of 936,000 shares in Aspo Plc (including the proportion paid in cash). The proportion allocated for 2012, corresponding to one-third of the shares, did not generate any reward.

Shareholding program (long-term incentive program)

Aspo has a shareholding plan for Aspo Group’s management. The purpose of the plan is to enable considerable long-term ownership in Aspo for those involved in the plan. For shareholding purposes, the participants acquired a company called Aspo Management Oy, whose entire stock they own. Aspo Management Oy acquired 114,523 Aspo shares from the participants at market price. In addition, Aspo assigned 322,637 shares at market price to the company in a directed share issue. Aspo Management Oy has also subscribed to 62,452 shares in Aspo’s rights issue and raised an additional loan of EUR 324,750.40 from Aspo to finance the purchases. At the end of the financial year 2012 the loan amounted to EUR 2,934,750.40. The plan is valid until spring 2014, after which it will be dissolved in a manner to be decided upon later. The plan will be extended for one year at a time if Aspo’s share price at the beginning of 2014, 2015, or 2016 is below the average price at which Aspo Management Oy acquired the Aspo shares it owns. There are restrictions on the right of disposal of the shares for the duration of the plan. 

Aspo does not have a separate stock option plan.

Supplementary pensions

The Chairman of the Board of Directors, the CEO and two directors of the Group Executive Committee at Aspo Plc are eligible for a payment-based group pension insurance plan. The retirement age is 60 whereupon the payment of contribution ends. The receiving of a pension ends at the age of 70. The pension is determined in accordance with the accrued insurance savings at the time of retirement. The receiving of pension can be postponed, at most, until the age of 70. In that case, the pension is determined on the basis of insurance savings adjusted in accordance with the value development of related investment objects. 

If employment ends before the contractual retirement age as a result of a notice given by the employer due to production and financial reasons, the person is entitled to a paid-up policy – a paid-up insurance that corresponds to insurance savings accrued by the end of the person´s employment. The person is always entitled to a paid-up policy that corresponds to his or her own share of contribution.

Aspo Plc 19.3.2013