TELESTE CORPORATION STOCK EXCHANGE RELEASE 8.2.2018 AT 14:30
TELESTE ESTABLISHES A NEW SHARE-BASED LONG-TERM INCENTIVE PROGRAMME
The Board of Directors of Teleste Corporation has approved the establishment of a new share-based long-term incentive programme to be offered to the key employees of Teleste.
The objective of programme is to align the interests of the key employees with those of Teleste shareholders by creating a long-term equity interest for the key employees and, thus, to increase the company value in the long term as well as to drive performance culture, to retain key employees and to offer the key employees with competitive compensation for excellent performance in the company.
The programme consists of annually commencing plans, each with the following main elements: An investment in Teleste shares as a precondition for the key employee’s participation in the individual plan, a matching share plan with a three-year vesting period based on the individual investment and a performance share plan with a three-year performance period.
The first plans within the programme are the matching share plan 2018-2020 and the performance share plan 2018-2020. The commencement of each new plan, its eligible participants and the matching ratio and performance targets applied to the individual plan is subject to a separate approval of Teleste’s Board of Directors in each case.
The share investment and the matching share plan 2018-2020
The matching share plan comprises the individual key employee’s investment in Teleste’s shares and the delivery of a specific number of matching shares without consideration as a share reward based on the share investment after the three-year vesting period. The matching shares are delivered based on a fixed matching ratio determined by the Board of Directors on a plan specific basis. The matching ratio applied to the matching share plan 2018-2020 is one matching share for each two shares invested.
The maximum aggregate amount of matching shares that may be delivered based on the matching share plan 2018-2020 is approximately 24,400 shares (gross before the deduction of the applicable payroll tax and the remaining net amount is delivered to the participants in Teleste shares).
The current aggregate maximum value of the matching share plan 2018-2020, estimated based on the average share price of the last trading day preceding the date hereof and assuming that the eligible participants fulfil the afore-mentioned investment requirement in full, is approximately 174,000 euros.
The performance share plan 2018-2020
The performance share plan comprises a three-year performance period. The potential share rewards will be delivered if the performance targets set by the Board of Directors are attained. The performance measure applied in the first three-year plan is the total shareholder return (TSR) of Teleste share. A precondition for an individual key employee’s participation in the performance share plan is the afore-mentioned investment in Teleste shares.
If all the eligible key employees participate in the plan by fulfilling the investment precondition and if the performance targets set for this performance share plan are fully attained, the maximum number of shares that may be delivered based on the performance share plan 2018-2020 is approximately 292,800 shares (gross before the deduction of the applicable taxes).
The current aggregate maximum value of the performance share plan 2018-2020, estimated based on the average share price of the last trading day preceding the date hereof and assuming that the eligible participants fulfil the afore-mentioned investment requirement in full, is approximately 2,082,000 euros.
The Board of Directors has approved maximum 35 key employees as eligible for participating in the plan 2018-2020.
The Board of Directors anticipates that no new shares will be issued in connection with the above share-based long-term incentive programme and, therefore, the plan will have no dilutive effect on the number of the Teleste’s registered shares.
Chairman of the Board of Directors
President and CEO
Pertti Ervi, phone +33 685839153
Jukka Rinnevaara, phone +358 2 2605 611