PKC Group Plc         Company Announcement 11 February 2015      4.30 am


The Board of Directors of PKC Group Plc resolved on share-based incentive plans



The Board of Directors of PKC Group Plc has approved three new share-based
incentive plans for the Group key personnel, a Performance Share Plan 2015, a
Matching Share Plan 2015 and a Restricted Share Plan 2015. The aim of the new
plans is to combine the objectives of the shareholders and the key personnel in
order to increase the value of the Company in the long-term, to bind the
participants to the Company, and to offer them competitive reward plans based
on earning and accumulating the Company´s shares. 



The potential rewards from these new incentive plans, on the basis of the
performance period and vesting periods commencing in January 2015, will be paid
partly in the Company's shares and partly in cash in 2018. The cash proportion
is intended to cover taxes and tax-related costs arising from the reward to the
participant. As a rule, no reward will be paid, if a participant´s employment
or service ends before the reward payment. 



For the implementation of the new plans, the Board of Directors will propose
that the Annual General Meeting 2015 authorizes the Board of Directors to
resolve to repurchase the Company´s own shares. The Board of Directors has an
authorization granted by the Annual General Meeting on 3 April 2014 to decide
on one or more share issues and granting of special rights defined in Chapter
10, Section 1 of the Companies Act and all the terms and conditions thereof. 



Performance Share Plan 2015



The performance period of the Performance Share Plan 2015 is calendar years
2015-2017, during which the plan is directed to approximately 40 participants,
including the members of the Executive Board. The rewards to be paid on the
basis of the performance period 2015-2017 correspond to the value of an
approximate maximum total of 310,000 PKC Group Plc shares (including also the
cash proportion). 



The potential reward from the performance period 2015-2017 will be based on the
PKC Group's and/or on the participant's employer company's 3-year cumulative
Revenue and 3-year cumulative Earnings before Interest, Taxes, Depreciation and
Amortization (EBITDA), with heavier weight on the EBITDA. 



Attainment of the required performance level will determine the proportion out
of the maximum reward that will be paid to a participant on the basis of the
Performance Share Plan 2015. 



The Board of Directors will annually resolve on future performance periods.



A member of the Executive Board must hold 50 per cent of the net number of
shares given on the basis of the Performance Share Plan, as long as his or her
shareholding in total corresponds to the value of his or her annual gross
salary. Such number of Shares must be held as long as the member's employment
or service in the PKC Group continues. 



Matching Share Plan 2015



The vesting period of Matching Share Plan 2015 is calendar years 2015-2017,
during which the plan is directed to approximately 20 participants, including
the members of the Executive Board. The Board of Directors may resolve to
include new participants in this plan during 2015-2017, and on the duration of
the related vesting periods (12-36 months). The rewards allocated in 2015-2017
on the basis of the Matching Share Plan 2015 correspond to the value of an
approximate maximum total of 100,000 PKC Group Plc shares (including also the
cash proportion). 



The prerequisite for receiving reward on the basis of the Matching Share Plan
2015 is that a person participating in the Plan acquires the Company´ shares up
to the number determined by the Board of Directors. Furthermore, receiving of
reward is tied to the continuation of participant´s employment or service upon
reward payment. The participant may as a gross reward, receive one (1) matching
share for each acquired share. 



In order to finance the acquisition of the PKC Group shares, the Board of
Directors has resolved to offer to members of the Executive Board participating
in the Matching Share Plan a possibility to sell to the Company their stock
options 2012A(i) and 2012A(ii) at the theoretical value. The stock option
purchases will be implemented in spring 2015. 



Restricted Share Plan 2015



The vesting period of the Restricted Share Plan 2015 is calendar years
2015-2017, during which the plan is directed to approximately 20 selected key
persons. The Board of Directors may resolve to include new key persons in this
plan during 2015-2017, and on the duration of the related vesting periods
(12-36 months). The rewards allocated in 2015-2017 on the basis of the
Restricted Share Plan 2015 correspond to the value of an approximate maximum
total of 120,000 PKC Group Plc shares (including also the cash proportion). 



The reward from the Restricted Share Plan 2015 will be based on a valid
employment or service contract of a key person upon the reward payment. 



PKC Group Plc



Board of Directors



For more information, please contact:

Matti Ruotsala, Chairman of the Board of Directors, PKC Group Plc,

Tel. +358 20 1752 111





Distribution

Nasdaq Helsinki

Main media

www.pkcgroup.com





PKC Group is a global partner, designing, manufacturing and integrating
electrical distribution systems, electronics and related architecture
components for the commercial vehicle industry and other selected segments. The
Group has production facilities in Brazil, China, Estonia, Finland, Germany,
Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's revenue in
2013 totalled EUR 884.0 million. PKC Group Plc is listed on Nasdaq Helsinki.
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