Olvi

Fees for working in the Board of Directors

Fees for working in the Board of Directors in 2011 as adopted by the Annual General Meeting of Olvi Plc:  

• The fee for working in the Board of Directors as the Chairman of the Board is EUR 5 000 per month.
• For a part-time Chairman of the Board of Directors the fee is EUR 2 500 per month.
• The Members of the Board of Olvi Plc are paid a fee of EUR 2 000 per month.
• An attendance fee paid to the Chairman of the Board of Directors is EUR 950/meeting and the Members EUR 650/meeting.
• Travel costs shall be reimbursed according to the Company’s rules on travel.
  
  The Members have not been given Shares as a fee for working in the Board.
  

Management’s employment benefits 

BONUS SCHEMES

The achievement of objectives is supported by incentive bonus schemes.

Olvi plc’s Board of Directors decided on 26 January 2006 on a share-based long-term incentive scheme for Olvi Group’s key personnel. The scheme included two vesting periods, the first one extending from 1 January 2006 to 31 December 2007 and the second one from 1 January 2008 to 31 December 2010. The share-based bonus scheme is a part of the incentive and commitment scheme for the Group’s key personnel and its purpose is to combine the objectives of shareholders and key personnel to improve the company’s value. The amount of bonuses payable out of the scheme is linked to Olvi Group’s net sales and the operating profit percentage in relation to net sales. The bonuses are payable partially in the company’s Series A shares and partially in cash. The proportion payable in cash covers the taxes and other statutory fees arising from the share-based bonuses.

The bonuses for the first vesting period were paid in April 2008. The shares carried a ban on transferring them within two years of reception.

On 17 December 2007, Olvi plc’s Board of Directors decided on the targets for the second vesting period and the people included in the scheme. At the same time, the maximum number of shares that may be granted on the basis of the share-based incentive scheme was increased from 40,000 to 80,000. Any bonuses for the second vesting period will be paid in April 2011. 50 percent of the shares received as bonus for the second vesting period may be transferred after one year of reception, and 100 percent after two years of reception.  The right to dividends begins when the shares are transferred to the key employees’ book-entry accounts. 

On the basis of this incentive scheme, a total of 11,838 Olvi plc Series A shares may become payable in 2011 for the second vesting period.

In 2010, Olvi Group recognised a total of 385 (195 in 2009) thousand euro of accrued expenses associated with the vesting period 2008 to 2010. The target group of the scheme currently includes 20 key employees. They are members of Olvi Group’s management teams and other key people.

The incentive scheme does not have any diluting effect.

Personnel Bonus Programmes

Performance-based bonus scheme

In Finland, Olvi plc has a performance-based bonus scheme covering the entire personnel. The company also has a functional personnel fund. All of the Baltic subsidiaries have a performance-based bonus scheme covering key personnel.              

The Incentive Programmes shall not include:   
     

• The Chairman of the Board of Directors of Olvi Plc
• Members of the Board of Directors of Olvi Plc
  
  Option schemes:
• The Olvi Group has no warrants or options.