Performance period 2026–2028 of Fondia's share-based commitment and incentive plan

Fondia Plc's Board has approved the fifth performance period (2026–2028) of its share-based incentive plan, covering about 30 employees and tying awards to average adjusted EBITDA margin and total shareholder return (TSR); rewards will be paid entirely in Fondia shares after the period, no later than May 2029. If maximum targets are met, the period could deliver up to ~100,000 shares (valued at approximately €453,360 based on the November 2025 VWAP); the Board may add participants during the period and unvested rewards generally lapse if employment ends. Fondia, which revised plan terms on 3 April 2025, operates in Finland, Sweden, Estonia and Lithuania with ~170 employees and reported €25.6m in 2024 net sales.

Analysis

Fondia Plc's Board has approved the fifth performance period of its share-based incentive plan covering 1 January 2026–31 December 2028, following a prior terms revision announced on 3 April 2025 and the plan's original introduction in October 2021. The target group for 2026–2028 comprises approximately 30 employees selected by the Board, reflecting a meaningful subset of Fondia’s ~170 employees. Rewards for the period are tied to two measurable metrics: average adjusted EBITDA margin over the performance period and total shareholder return (TSR), and awards will be delivered entirely in Fondia shares after the period, no later than the end of May 2029. If maximum targets are met, the program would issue up to ~100,000 shares, valued at approximately €453,360 based on Fondia’s November 2025 volume-weighted average price, and unvested rewards generally lapse if employment ends prior to payout; the Board may add participants during the period.

Key Decisions for Investors

• Monitor Fondia's disclosed progress on average adjusted EBITDA margin and TSR during 2026–2028 as these are the explicit gating metrics for share issuance
• Assess the potential shareholder dilution by comparing the announced maximum of ~100,000 shares (≈€453k) to Fondia’s outstanding share count and market capitalization once that data is confirmed
• Treat the program as governance-positive for alignment between employees and shareholders but watch for increased share-based compensation disclosures in periodic reports that could affect reported margins or EPS metrics
• Look for Board communications or interim updates (including any additions to the participant list) that could change plan magnitude or signaling ahead of the 2026–2028 performance period