Solteq Plc Stock Exchange Bulletin 15.7.2016 at 8.01 am
The CEO and the CFO have committed themselves to a reward structure in which a significant share of their total income for the financial years of 2016-2018 will be paid either in company shares or stock options. As the reward structure does not include annual bonuses tied to short-term targets, the total earnings of the CEO and CFO will be closely tied to the development of the shareholder value during the three-year period.
As to the rest of the Executive Team, the Board of Directors has decided that future annual bonuses will mainly be paid by using a combination of shares held by the Company and cash.
Stock options in 2016
In 2016, the maximum total number of stock options issued will be 1,000,000, and they entitle the holders to subscribe for a maximum of 1,000,000 of new shares of the Company or existing shares held by the Company.
The stock options are divided into three series: 333,000 under stock option 2016A, 333,000 under stock option 2016B, and 334,000 under stock option 2016C.
The subscription period for shares under stock option 2016A will be 1 January 2017 – 31 December 2019, under stock option 2016B 1 January 2018 – 31 December 2019, and under stock option 2016C 1 January 2019 – 31 December 2019.
The share subscription price will be 3.00 euro. If the company distributes dividends or equity, the subscription price of the shares subscribed for through the exercise of stock options will be reduced by the amount of the dividends or equity to be distributed.
The Board of Directors decided on the stock option scheme by virtue of authorisation granted by the Annual General Meeting on 16 March 2016. The terms and conditions of the stock options are appended to this Stock Exchange Release and also available on the Company's web pages.
New share-based incentive scheme
The Company’s Board of Directors has also decided on a share-based incentive scheme in which the earning periods will fall on the calendar years 2016-2018.
Each key person in the scheme will be entitled to an incentive corresponding to the total value of a maximum of 70,000 shares (including the share to be paid in cash), which means that the total scope of the scheme will correspond to the total value of a maximum of 210,000 shares of the Company. The incentive will be paid as a combination of shares and cash, half each. The incentive to be paid in cash will mainly be used to cover the taxes and other tax-like charges payable for the incentive. The shares may be either new shares or existing shares held by the Company.
The Company’s Board of Directors has decided at the commencement of the scheme that the CEO and the CFO will be included in the scheme. The Board of Directors may decide later on the acceptance of new key persons to the scheme.
The share-based incentive will be paid by the end of March following the end each calendar year. If a key person’s employment relationship terminates before the payment date, no incentive will be paid. The shares received as rewards may not be transferred to third parties during the restriction period which will begin when the shares are transferred to the recipient and which will end on 1 April 2019 for all shares. The Company has the right to terminate the restriction period before its due date.
The theoretical market value of the incentive scheme is about 0.6 million euro, which will be recognised as an expense in accordance with IFRS 2 in the years 2016-2018. The expense will not be recognised on a cash flow basis, except for the share of the share-based arrangement paid in cash.
For the part of the stock options, the calculation of the theoretical market value is based on the Black & Scholes method, and for the part of the share-based incentive scheme, on the exchange rate of the decision date of the Board of Directors.
Mika Uotila, Chairman of the Board of Directors
Tel. + 358 40 553 6110
NASDAQ OMX Helsinki