Remunetion of the key employees of Efore Plc
The Board of Directors of Efore Plc resolved on March 30, 2016 to issue stock options to the key employees of Efore Plc, based on the authorization received from the Annual General Meeting on March 30, 2016. The Board of Directors shall determine later the key employees. In accordance with the attached terms of the Stock Option Plan 1/2016, the stock options will be marked with symbol "1/2016" and the maximum number of stock options to be issued in 2016 shall be 1,500,000. The stock options shall be given free of charge.
The Company will grant a maximum of 1,500,000 stock options, entitling to the subscription for a maximum of 1,500,000 new shares in the Company. One (1) stock option entitles its holder to subscribe one (1) new share in the Company. The stock options shall be subscribed on December 31, 2016, at the latest.
The share subscription period for the stock options shall be April 1, 2017 - March 31, 2018.
The share subscription price for the stock options is 0.79 euros per share. The share subscription price is determined by valuating the effect of company's strategic profit targets to the share value. The share subscription price may change according to the terms of the Stock Option program 1/2016.
The theoretical market value of one 1/2016 stock option based on Black & Scholes pricing model with 30 % volatility and 1.5 % risk free interest rate is EUR 0.054.
There are weighty financial reasons referred to in Chapter 10, paragraph 1 of the Limited Liability Companies Act for granting stock options, as the stock options are intended to form part of the commitment and incentive scheme of the key employees of Efore Plc Group. The shares subscribed for with the stock options constitute in total to a maximum of 2.7 per cent of the total number of
shares in the company.
Furthermore, the Board of Directors of Efore Plc resolved on March 30, 2016 to cancel stock options “A”, “B” and “C” from stock option plan 1/2014 which have not been allocated and/or have been returned to the company. There are 233.333 stock options “A”, 500.000 stock options “B” and 500.000 stock options “C” which have not been allocated and/or have been returned to the company. The cancellation will be registered in the Finnish Trade Register on or about April 4, 2016.
After the cancellation there are 266 667 allocated stock options “A” and they entitle its holders to subscribe for maximum of 266 667 new shares in the company for EUR 0.7 subscription price.
The theoretical market value of stock option “A” based on Black & Scholes pricing model with 30 % volatility and 1.5 % risk free interest rate is EUR 0.156.
Share-based incentive plan for Roal Electronics S.p.A (Roal) key directors
The Board of Directors of Efore Plc decided to launch a new share-based incentive plan for Roal Electronics S.p.A (Roal) key directors on July 11, 2013. Roal key directors joined the Efore Group in connection with the acquisition of Roal. The aim of the Plan is to combine the objectives of the shareholders and Roal key directors in order to increase the value of the Company, to commit Roal key directors to the Company, and to offer them a competitive reward plan based on holding the Company shares.
The program included one vesting period began on July 11, 2013 and ended on June 30, 2016. The earnings criteria to vest during the vesting period was the share price development of the Efore Plc share during the vesting period. The Board of Directors could have, at its discretion, decided to end the performance period earlier.
The potential settlement would have been paid partly in shares and partly in cash in July 2016. The proportion to be settled in cash was intended to cover taxes and tax-related costs arising from the reward to the key management. No reward would have been settled, if the employment or service of the key manager would have ended before June 30, 2016.
Four key directors in Efore SpA belonged to the target group of the program. The rewards that would have been settled on the basis of the program would have corresponded to the value of a maximum amount of 440,000 shares in Efore Plc (including the proportion to be paid in cash). Efore Plc did not settle any rewards based on the share-based incentive program to the key management in July 2016.