
MARTELA ANNUAL REPORT 2024 16
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
subsidiary. Martela’s and all its subsidiaries
bookkeeping and transactions are subject to
an annual statutory audit. The bookkeeping is
transparent to the CFO of the Group.
Share
Martela has two share series, A and K, with each
K share entitling its holder to 20 votes at the Annual
General Meeting and each A share entitling its
holder to one vote. Private holders of K shares have
shareholder agreement that restricts the sale of K
shares to any party outside the existing holders of
K shares. There is a total of 604,800 K shares and a
total of 4,034,412 A series, together 4,639,212 shares.
In January–December, a total of 1,962,972
(1,122,349) of the company’s series A shares were
traded on the NASDAQ OMX Helsinki exchange,
corresponding to 48.7 per cent (28.3 per cent) of the
total number of series A shares.
The value of trading turnover was EUR 2.2 million
(2.1), and the share price was EUR 0.85 at the end of
the period (1.28). During January–December the share
price was EUR 1.59 at its highest and EUR 0.81 at its
lowest. At the end of December, equity per share was
EUR 0.25 (2.09).
During 2024 Martela has received three
notifications in accordance with the Finnish
Securities Market Act Chapter 9, Section 5.
On September 18, 2024 Martela received an
announcement from Isku Yhtymä Oy that the total
number of Martela Corporation shares owned by
Isku-Yhtymä Oy has decreased below 5 per cent and
10 per cent of the share capital in Martela plc, as a
result of share transactions concluded on
September 17, 2024.
On September 18, 2024 Martela received an
announcement from Isku Inspira Oy that the total
number of Martela Corporation shares owned by
Isku Inspira Oy has increased above 5 per cent of
the share capital in Martela plc, as a result of share
transactions concluded on September 17, 2024.
On October 11, 2024, Martela received an
announcement from Isku Inspira Oy, according to
which the total number of Martela Corporation
shares owned by Isku Inspira Oy has increased above
10 per cent of the shares in Martela plc, as a result of
share transactions concluded on October 10, 2024.
During 2023, Martela did not receive any
notifications pursuant to Chapter 9, Section 5 of
the Finnish Securities Markets Act.
More information on the Martela Corporation
shares and shareholders can be found under
note 27 of the Notes to the financial statements.
TREASURY SHARES
Martela did not purchase any of its own shares in
January–December 2024.
Based on the share issue authorisation granted
by the Annual General Meeting on 29.3.2023, the
Board of Directors of Martela Corporation has
decided to issue 53,881 new series A shares to the
company itself without consideration. The shares
issued by the company have been used to pay
rewards according to the company’s Performance-
based Matching Share Plan 2021-2023, announced
on March 23, 2021, for 32 key individuals, based on
the earning period of 2022.
On December 31, 2024, Martela owns a total of
1,425 Martela A shares and its holding of treasury
shares amounted to 0.03 per cent of all shares and
0.01 per cent of all votes. Out of the shares, 379 were
purchased at an average price of EUR 10.65 and
1,046 were transferred from Martela Corporation’s
joint account to the treasury shares.
BOARD AND MANAGEMENT
SHAREHOLDINGS OF MARTELA OYJ
Members of the Board, CEO and Management Team
hold at 31.12.2024 total of 147,622 Martela Oyj
A -shares and 2,673 K -shares, which represents 3.2
per cent of the total amount of shares and 1.2 per
cent of the voting rights.
Share-based incentive programme
THE OLD SHARE-BASED INCENTIVE PLAN
In the effective Performance-based Share Plan 2021–
2023, there were three earning periods, which were
financial years 2021, 2022 and 2023. The prerequisite
for participating in the new plan was that a
participant acquires the company´s series A shares up
to the number determined by the Board of Directors.
Approximately 40 key employees, including the CEO
and other Martela’s Management Team members,
were belonging to the target group of the share-based
incentive plan. In the plan, the target group was given
an opportunity to earn Martela Corporation series A
shares based on performance and on their personal
investment in Martela Corporation series A shares.
The Board of Directors decided the earning criteria
and the goals for each criterion of the plan at the
beginning of each earning period. 53,881 additional
shares based on the program were paid as rewards
in 2023 and 11,657 in 2022. In 2024, no reward will be
paid on the basis of the plan, because the goals of
the earning period 2023 were not achieved.
THE NEW SHARE-BASED INCENTIVE PLAN
On March 13, 2024, Martela Oyj’s Board of Directors
decided on a new share-based incentive plan for
the group’s key employees. The new system largely
follows the principles of the old system.
Participating in the new plan requires that the
participant acquire new or transfer already acquired
company A shares up to the amount decided by the
Board of Directors. In order to implement the plan,
the Board of Directors decided on April 29, 2024,
on a share issue of 65,717 company A shares aimed
at the target group of the plan. In addition to this,
the employees who participated in the old plan have
transferred 172,644 of the company’s A shares from
their investments in the old plan to the new plan.
The new shares were entered into the Trade
Register on 4 June 2024 and trading on the new
shares at the Main market administered by Nasdaq
Helsinki Ltd began on 5 June 2024.
In the plan, it is possible for the target group to
earn Martela Oyj’s A shares based on performance
and personal investment in Martela Oyj’s A shares.
The Board decides the earning criteria of the plan
and the goals set for each earning criterion at the
beginning of the earning period.
The rewards paid based on the plan are
estimated to correspond to a maximum of 712,000
Martela Oyj’s A shares, including the portion paid in
cash.
37 people, including the CEO and other members
of Martela’s Management Team, were part of the
plan’s target group when the plan started.
The new performance-based additional share
plan 2024—2026 has three earning periods, the
fiscal years 2024, 2025 and 2026. In the earning
period 2024, the rewards are based on the group’s
operating profit (EBIT). In 2025, no reward shall be
paid based on the program, as the targets for the
2024 earning period were not achieved.
The rewards will be paid partly in Martela
Corporation series A shares and partly in cash.
The cash proportions of the rewards are intended
for covering taxes and tax-related expenses arising
from the rewards to the participants.
As part of the implementation of the