The Board of Directors of Ponsse Plc Decided on Share-based Incentive Plans

The Board of Directors of Ponsse Plc has approved three new Ponsse Group’s share
-based incentive plans. The aim of the new plans is to align the objectives of
the shareholders and plan participants for increasing the value of the company
in the long-term, to retain the participants at the company and to offer them
competitive reward schemes that are based on earning and accumulating the
company’s shares.

Performance Matching Share Plans

An investment prerequisite is included in the CEO’s performance-based share
ownership plan and in the key employee performance-based matching share plan.
The prerequisite for participation in the performance period and receiving
reward is that the person participating in the plan acquires the company’s
shares at the beginning of the performance period up to the number predetermined
by the Board of Directors.

In the performance matching share plans, it is possible to earn matching reward
and performance-based reward. The matching reward is determined based on the
fulfillment of the investment prerequisite and valid employment or director
agreement. The performance-based reward is determined based on the achievement
of targets set for the performance periods.

The performance criteria for all performance periods beginning in 2021 are the
group’s operating result, net sales growth ja personnel satisfaction. The
portion out of the maximum reward to be paid to a participant is determined
based on achievement of the targets set for the performance criteria in relation
to the participant’s own investment.

As a rule, no reward will be paid if a plan participant’s employment or director
contract terminates before the reward payment. If the participant’s employment
or director contract terminates during the vesting period following the
performance period, the participant must, as a rule, return the delivered shares
without consideration.


The CEO Performance-Based Share Ownership Plan 2021-2025

The CEO plan consists of five performance periods, calendar years 2021,
2021–2022, 2021–2023, 2022–2024 and 2023–2025. A restriction period is included
in performance periods 2021 and 2021-2022, which begins from the reward payment
and ends on 31 December 2023.

The matching reward will be paid by the end of May 2022, 2023 and 2024. The
matching shares delivered as a matching reward cannot be transferred during a
restriction period that will end on 31 December 2023. The performance-based
reward will be paid by the end of May after the end of each performance period.
The shares received as reward based on performance periods 2021 and 2021-2022
cannot be transferred during the restriction period.

The amount of rewards to be paid based on the performance periods beginning in
2021 will correspond to an approximate maximum total of 75,000 Ponsse Plc
shares, including also the portion to be paid in cash (gross reward).


Key Employee Performance-Based Matching Share Plan 2021-2025

The key employee plan consists of three performance periods, each lasting for
three calendar years, performance periods 2021–2023, 2022–2024 and 2023–2025.

The matching reward will be paid in 2021, 2022 and 2023 after the acquisition of
the investment shares and confirmation of reward, as soon as practically
possible. The matching shares delivered as a matching reward cannot be
transferred during a restriction period that will end on 31 December 2023, 31
December 2024 and 31 December 2025. The performance-based reward will be paid by
the end of May after the end of each performance period.

The amount of rewards to be paid based on the performance period 2021–2023 will
amount to a maximum total of 55,000 Ponsse Plc shares (net reward). In addition,
the company pays taxes and tax-related costs arising from the reward to
participants in connection with the reward payment. The estimate includes
matching rewards to be paid in 2021.

Approximately 110 key employees, including the Management Team members but
excluding the President and CEO, belong to the target group of the plan.


Restricted Share Plan 2021

The reward from the Restricted Share Plan 2021 is based on a participant’s valid
employment or director contract and the continuity of the employment or service
during a vesting period. The reward will be paid in the company’s shares after
the end of a 12–36-month vesting period. The Restricted Share Plan is intended
for selected employees only. The amount of rewards to be allocated based on the
plan during the years 2021–2025 will amount to a maximum total of 15,000 Ponsse
Plc shares (net reward). In addition, the company pays taxes and tax-related
costs arising from the reward to a participant in connection with the reward
payment.

Vieremä, 17 February 2021



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 Vidgrén 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 OMX Nordic List.