Share-based incentive plans

The Group has two share-based incentive plans in force for key persons of the Group, the first of which commenced in 2022 and the second in 2025.

The plan that commenced in 2022 includes three earning periods, which are the calendar years 2022–2024, 2023–2025 and 2024–2026. The Board of Directors decides on the earnings criteria and on targets to be established for them at the beginning of each earning period. One earning period, calendar years 2022–2024, commenced in 2022. One earning period, calendar years 2023–2025, commenced in 2023. One earning period, calendar years 2024–2026, commenced in 2024. The potential rewards of the plan for the earning periods commencing in 2022, 2023 and 2024 are based on achieving the Orion Group’s operating profit and net sales targets.

The target group of the plan consists of approximately 60 people. The total maximum amount of rewards to be paid on the basis of the plan is 760,000 Orion Corporation class B shares and a cash payment corresponding to the value of the shares. The total maximum amount includes a separate, so called reward for commitment part that the Board of Directors can use by a separate decision during the years 2022–2026. The maximum amount of the reward for commitment is no more than 100,000 shares and a cash payment corresponding to the value of the shares. In total, 191,911 Orion Corporation B shares have been paid from the earning period 2022-2024 of the plan on March 10, 2025.

There are no restriction periods in the plan, as the duration of each earning period is three years. According to the terms and the conditions of the plan, the rewards to be paid to a key person shall be limited, if the limits set for the rewards to be paid from the plan for one calendar year are exceeded. Remuneration paid to key person is decreased as follows if the set limits are exceeded:

• if the value of the total reward exceeds the value of the Gross Annual Salary multiplied by 2.5 of the key person at the time of payment of the reward, the excess part of the reward is reduced by 50%, and
• if the value of the total reward exceeds the value of the Gross Annual Salary mutiplied by 3 of the key person at the time of payment of the reward, the excess part shall not be paid.

The key terms of the 2022 incentive plan are provided in a stock exchange release dated 10 February 2022. 

The Board of Directors of Orion Corporation decided on February 25, 2025 on new share-based incentive programs for the Group’s key persons: a Long-term Incentive Program and a Restricted Share Unit Plan 2025-2027.

The Long-term Incentive Program consists of annually launched performance share plans, offering participants the opportunity to earn Orion Corporation class B shares of the company as a long-term incentive. Each plan includes a three-year earning period, after which any earned shares are delivered to the participants. The launch of each new plan within the program, including the maximum number of shares to be awarded, the number of participants, their earning opportunities, and the performance criteria and targets, is subject to separate approval by the Board of Directors.

The first plan of the Long-term Incentive Program has an earning period spanning the calendar years 2025–2027. The potential reward for this period will be determined based on the achievement of the Company’s targets for operating profit, net sales, and an ESG performance criterion.

The target group of the Plan for the earning period 2025 – 2027 will consist of a maximum of 125 Orionees. The total maximum reward to be granted under the plan for the earning period 2025–2027 amounts to 495,400 class B shares of Orion Corporation, representing the gross maximum incentive earning opportunity defined in shares.

Since the earning period is three years, the program does not include a restriction period.

The potential reward will be paid partly in the company’s class B shares and partly in cash after the end of the earning period. The cash portion is intended to cover the estimated taxes and tax-related costs arising from the reward for the participant. The total reward is capped at three times the participant’s annual base salary for the earning period.

The reward opportunity for the earning period 2025-2027 will be granted to the participants later in March 2025.

The key terms of the Long-term Incentive Program are provided in a stock exchange release dated 25 February 2025.  

The Restricted Share Unit Plan for the years 2025–2027 includes a commitment-based reward component, which the Board of Directors may activate through a separate decision. The total gross maximum reward for this program is capped at 200,000 Company class B shares. As with other programs, the potential reward will be paid partly in the Company’s class B shares and partly in cash. The awarded shares must be held for a fixed restriction period of at least two years after receipt.

Under plans that commenced in 2022 and 2025 for the earning periods currently in effect, the details are shown in the table below.

The rewards under the plans shall be paid partly in the form of the Company’s B shares and partly in cash. Rewards under the plans have been paid and potential future rewards shall be paid as follows:

Authorisations of the Board of Directors concerning remuneration

The Board of Directors has an authorisation confirmed by the Annual General Meeting held on 23 March 2022 to decide on a share issue in which shares held by the Company can be conveyed in a targeted issue as part of the Company's incentive system. The terms of the authorisation have been published in a stock exchange release on 23 March 2022.