The Board of Directors of Incap Corporation decided on a new long-term key employee incentive plan

Incap Corporation        Stock exchange release        27 April 2022 at 3:00 p.m. (EEST)
Other information disclosed according to the rules of the Exchange

The Board of Directors of Incap Corporation decided on a new long-term key employee incentive plan

The Board of Directors of Incap Corporation has decided to establish a new long-term incentive plan for the Group´s key employees. The aim of the plan is to align the objectives of the shareholders and key employees for increasing the value of the company in the long term, to retain the key employees at the company, and to offer them a competitive reward plan based on acquiring, earning and accumulating the company´s shares.

The long-term Performance Share Plan is based on a rolling 3-year performance period structure, with a new performance period starting at the beginning of each year if so decided by the Board.

In the plan, the target group is given an opportunity to earn Incap’s shares based on performance. The Board of Directors decides on the plan’s performance criteria and targets to be set for each criterion at the beginning of each performance period. The potential rewards based on the plan will be paid after the end of each performance period.

The rewards will be paid partly in the company´s shares and partly in cash. The cash proportion of the reward is intended to cover the taxes and statutory social security contributions arising from the reward to a participant. In general, no reward is paid if the participant´s employment or director contract terminates before the reward payment.

During the performance period 2022–2024, the rewards are based on the Group’s cumulative operating profit (EBIT). During the performance period 2022–2024, the CEO and other Incap Management Team members form the target group of the incentive plan. The rewards to be paid on the basis of the performance period 2022–2024 correspond to the value of an approximate maximum total of 6,038 Incap Corporation shares, including also the proportion to be paid in cash. If the Annual General Meeting to be held on 29 April 2022 resolves to accept the share split proposed by the Board of Directors, in which new company shares would be issued to the shareholders without payment in proportion to their holdings on the record date of the share split so that four (4) new shares would be issued for each share, the reward paid for the performance period 2022–2024 would be adjusted accordingly. In such case, the rewards to be paid on the basis of the performance period 2022–2024 would correspond to the value of an approximate maximum total of 30,191 Incap Corporation shares, including also the proportion to be paid in cash.

An Incap Management Team member is obliged to hold 50% of the received net reward shares until the total value of the Management Team member’s shareholding in Incap Corporation equals to 50% of their annual base salary of the preceding year. Respectively, the CEO is obliged to hold 50% of the received net reward shares until the CEO´s shareholding in the company equals to 100% of the CEO´s annual base salary of the preceding year. Such number of the company’s shares must be held as long as the membership in the Management Team or the position as the CEO continues.

INCAP CORPORATION
Board of Directors

For additional information, please contact:
Ville Vuori, Chairman of the Board of Directors, +358 (0)40 036 9438

Distribution:
Nasdaq Helsinki Ltd.
Principal media
www.incapcorp.com

INCAP IN BRIEF

Incap Corporation is a trusted partner and full service provider in Electronics Manufacturing Services. As a global EMS company Incap supports customers ranging from large multinationals and mid-sized companies to small start-ups in their complete manufacturing value chain. Incap offers state-of-the-art technology backed up by an entrepreneurial culture and highly qualified personnel. The company has operations in Finland, Estonia, India, Slovakia, the UK and Hong Kong and employs approximately 2,500 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.