Board of Directors of Puuilo Plc resolved on share-based incentive plans for the Company’s key employees

PUUILO PLC, STOCK EXCHANGE RELEASE, 16 April 2026 at 4:45 p.m.

Plan period 2026–2028 of the Long-Term Incentive Plan

The Board of Directors of Puuilo Plc has today resolved to launch the Plan Period 2026–2028 of the Long-Term Incentive Plan for the key employees of the Company and its subsidiaries (“LTI”).

The purpose of the LTI is to encourage the key employees to acquire and own the Company’s shares. The LTI also aims to align the interests of the shareholders and the key employees as well as to increase key employees’ motivation and long-term commitment to the Company.

The LTI is intended to consist of annually commencing plan periods, each with a 12-month savings period followed by a holding period of approximately one and a half years. The Board of Directors will resolve annually on the launch of a new plan period. Participation in the LTI is voluntary, and key employees are invited to participate in each plan period separately.

The LTI plan period 2026–2028 begins on 1 June 2026 and ends on 31 May 2029. The savings period ends on 31 May 2027. The holding period begins at the first acquisition of savings shares. In the 2026–2028 plan period, the LTI is offered to approximately 110 key employees of the Group, including the Management Team and the CEO.

As part of the LTI, the key employees have an opportunity to commit existing shareholding to the plan, make a one-off investment and/or save a portion of their salaries and invest those savings in Puuilo shares. With the investments and savings of the 2026–2028 plan period, Puuilo shares will be acquired in four tranches estimated in September 2026, December 2026, March 2027 and June 2027.

In the 2026–2028 plan period, as a reward for their commitment, the Company grants the key employees participating in the LTI a gross reward of one free matching share for every savings share acquired with their savings. The participants have also an opportunity to earn one to two performance-based matching shares (gross) for each savings share acquired with their savings if the performance criteria set for the plan period are met. The performance criteria of the plan are tied to the company’s adjusted earnings before interest, taxes and amortisation (adjusted EBITA) and return on invested capital (ROIC). Continuity of employment and holding of acquired savings shares for the duration of the holding period, ending on the day following the 2028 financial statement release, are prerequisites for receiving the reward.

The potential reward will be paid partly in shares and partly in cash after the end of the holding period. The cash portion is intended to cover taxes and statutory social security contributions arising from the reward. Matching shares will be freely transferable after their registration in a participant’s book-entry account. The savings shares and matching shares are Puuilo shares.

The maximum number of matching shares (gross before taxes) for the plan period 2026–2028 is approximately 360,000 shares, calculated at the share price on 14 April 2026. The final number of matching shares depends on the key employees’ participation and savings rate in the plan, the fulfilment of the prerequisites for receiving matching shares and the number of shares committed to the plan and/or acquired from the market with savings.

Strategic Performance Share Plan 2026–2030

The Board of Directors of Puuilo has resolved to establish a new strategic performance share plan for key employees of the Group. The purpose of the plan is to align the interests of the company’s shareholders and senior executives to increase the company’s value in the long term, to commit senior executives to implement the company's strategy, objectives and long-term interest and to offer them a competitive incentive plan based on earning and accumulating the company’s shares.

The Strategic Performance Share Plan 2026–2030 (“PSP”) consists of one performance period, which covers the financial years 2026–2030.

In the PSP, the target group has an opportunity to earn Puuilo’s shares based on performance. The performance criteria of the PSP are tied to Puuilo Group’s adjusted earnings before interest, taxes and amortisation (adjusted EBITA), international net sales and return on invested capital (ROIC). The potential rewards from the PSP will be paid after the end of the performance period.

The value of the rewards to be paid on the basis of the PSP corresponds to a maximum total of 255,000 shares of Puuilo, including also the portion to be paid in cash. The target group in the PSP consists of Puuilo Group’s senior executives.

The potential reward will be paid partly in Puuilo shares and partly in cash. The cash portion of the reward is intended to cover taxes and statutory social security contributions arising from the reward to the key employee. As a rule, no reward will be paid if the key employee’s employment or director contract terminates before the reward payment.

Share Holding Obligation

The Management Team member must hold 50 per cent of the received shares from the incentive plans, until the value of the Management Team member’s total shareholding in Puuilo equals 200 per cent of their annual base salary. Respectively, the CEO must hold 50 per cent of the received shares, until the value of the CEO’s total shareholding in Puuilo equals 400 per cent of the CEO’s annual base salary. This holding obligation applies to shares earned from the LTI only if the Management Team member or the CEO commits existing share ownership to the LTI. Regarding the PSP, the holding obligation applies to all shares earned by the Management Team members and the CEO. Such number of Puuilo shares must be held as long as the membership in the Management Team or the position as the CEO continues.

PUUILO PLC

For further information, please contact:
Annu von Weymarn, interim CFO, tel. +358 40 749 0271

email: ir (@) puuilo.fi
Images for media use: https://www.puuilo.fi/medialle