Ponsse Plc, Stock Exchange Release, March 3, 2023 at 12:30 p.m. (EET)

The Board of Directors of Ponsse Plc has approved two 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.

New incentive plans replace the CEO Performance-Based Share Ownership Plan 2021-2025 and Key Employee Performance-Based Matching Share Plan 2021-2025 for which no rewards have been allocated. The company has published a stock exchange release concerning the incentive plans 2021 on 17 February 2021.

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 that began in 2023 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 2023-2027

The CEO plan consists of five performance periods, calendar years 2023, 2023-2024, 2023-2025, 2024-2026 and 2025-2027. A restriction period is included in performance periods 2023 and 2023-2024, which begins from the reward payment and ends on 31 December 2025.

The matching reward will be paid by the end of May 2024, 2025 and 2026. The matching shares delivered as a matching reward cannot be transferred during a restriction period that will end on 31December 2025, 31 December 2026 and 31 December 2027. 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 2023 and 2023-2024 cannot be transferred during the restriction period, i.e. 31 December 2025.

The amount of rewards to be paid based on the performance periods that began in 2023 will correspond to an approximate maximum total of 75,000Ponsse Plc shares, including also the portion to be paid in cash (gross reward).

Key Employee Performance-Based Matching Share Plan 2023-2027

The key employee plan consists of three performance periods, each lasting for three calendar years, performance periods 2023-2025, 2024-2026 and 2025-2027.

The matching reward will be paid in 2023, 2024 and 2025 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 31December 2025, 31 December 2026 and 31 December 2027. 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 2023-2025 will amount to a maximum total of 30,000 Ponsse Plc shares (net reward). In addition, the company pays taxes and statutory social security contributions arising from the reward to participants in connection with the reward payment. The estimate includes matching rewards to be paid in 2023.

Approximately 70 key employees, including the Management Team members but excluding the President and CEO, belong to the target group of the plan.

Vieremä, 3 March 2023

PONSSE PLC
The Board of Directors

FURTHER INFORMATION
Jarmo Vidgrén, Chairman of the Board of Directors, tel. +358 40519 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.