Sitowise’s board of directors has decided on a share-based long-term incentive plans
Other stock releases - 28.3.2023 at 15.40 UTC+2
Sitowise Group Plc Other information disclosed according to the rules of the Exchange 28 March 2023 at 3.40 p.m. EEST
The Board of Directors of Sitowise Group Plc ("Sitowise" or “Company”) has resolved to establish a new performance-based, long-term incentive plan (Performance Share Plan 2023-2025) ("PSP 2023-2025") which is targeted for the Group Management Team members in the first phase. The Board of Directors has also resolved on a restricted share plan (Restricted Share Plan 2023-2025) ("RSP 2023-2025"), which is intended as a supplementary share-based long-term incentive plan for separately nominated key persons of Sitowise and its group companies in special situations.
The program consIsts of annually commencing individual three-year plans. The commencement of each individual plan and its terms, the length of the performance or retention period within the plan, the performance criteria, the eligible participants thereof and the earning opportunity is subject to a separate decision of the company’s Board of Directors in each case.
The purpose of the plans is to align the interests of the management and key personnel with the interests of the shareholders and thereby increase the shareholder value in the long term, and to commit the management and key personnel to achieving Sitowise's strategic goals. Additionally, the purpose is to commit Sitowise's key resources to the company by offering competitive long-term incentive plans.
Performance Share Plan
PSP 2023-2025 is the first performance-based plan from the program and it commences at the beginning of 2023. PSP 2023-2025 comprises a three-year performance period followed by a possible reward payment. The performance targets applied to PSP 2023-2025 are the relative total shareholder return (TSR) and cumulative reported EBITA 2023-2025.
The possible rewards under PSP 2023-2025 will be paid after the end of the performance period and the completion of the financial statements in the spring of 2026, provided that the performance targets set by the Board of Directors are achieved. As a main rule no reward is paid to an individual participant whose employment or service relationship ends or has ended before the delivery of the reward.
The possible reward is paid, according to the Board of Directors’ choice, either in Sitowise’s shares, in cash, or in a combination of these. Cash portion of the reward is intended to cover the taxes and related statutory payments arising from the paid reward. The Group Management Team member are entitled to participate in the PSP 2023-2025 plan. The intention of the company is to broaden the participant pool to approximately 50 key persons in the next plans which are decided separately.
If the performance targets set for PSP 2023-2025 are achieved in full, the total amount of rewards to be paid based on the plan corresponds to a maximum of 232,000 of the company's shares and the plan’s total value is approximately EUR 1.0 million, estimated based on the average share price on the trading day preceding this release. The total amount of rewards means their gross amount before the withholding of the applicable payroll tax.
The realized value of the plan may differ from this estimate depending on the share price development and the degree in which the performance targets set for the plan are achieved.
Restricted Share Plan
RSP 2023-2025 is the first restricted plan from the program and it commences at the beginning of 2023. RSP 2023-2025 comprises a retention period of three years followed by a possible reward payment. The Company can grant fixed share rewards to individually selected key persons during the retention period.
The possible reward under RSP 2023-2025 is paid, according to the Board of Directors’ choice, either in Sitowise’s shares, in cash, or in a combination of these. Cash portion of the reward is intended to cover the taxes and related statutory payments arising from the paid reward. The possible rewards under RSP 2023-2025 will be paid after the completion of the financial statements in the spring of 2026. As a main rule no reward is paid to an individual participant whose employment or service relationship ends or has ended before the delivery of the reward.
The purpose of RSP 2023-2025 is to act as a supplementary share-based long-term incentive plan for separately selected Sitowise’s key persons in special situations.
The total amount of rewards payable under RSP 2023-2025 corresponds to a maximum of 40,000 of the Company's shares and the plan’s total value is approximately EUR 0.2 million, estimated based on the average share price on the trading day preceding this release. The total amount of rewards means their gross amount before the withholding of the applicable payroll tax.
The materialised value of the plan may deviate from this estimate, depending on the share price development and the amount of share grants made based on the plan.
Other terms
According to the Company’s share ownership rules, each member of the Company's management team and the CEO is expected to accumulate and, after achieving this, hold an amount of the Company's shares equal to his/her fixed gross annual salary. A member of the management team is expected to use 50 percent of the net reward received under the plan to accumulate his/her share ownership until his/her share ownership meets the level recommended above. Accumulation of share ownership takes place either by maintaining the ownership to the rewards received in the form of shares or by acquiring shares with a cash reward received under the plan.
Sitowise Group Plc
Board of Directors
Additional information:
Heikki Haasmaa, CEO, Sitowise Group Plc, tel. +358 50 304 7765
Distribution:
Nasdaq Helsinki Oy
Major media
www.sitowise.com
About Sitowise
Sitowise is a Nordic expert in the built environment and digital solutions. We provide design and consulting services to enable more sustainable and smarter urban development as well as smooth transportation. Sitowise offers services related to real estate and buildings, infrastructure, and digital solutions both in Finland and in Sweden. Global megatrends drive huge changes that require a re-evaluation of the smartness in the built environment – therefore we have set our vision to be Redefining Smartness in Cities. The Group’s net sales were EUR 204 million in 2022, and the company employs more than 2,200 experts. Sitowise Group Plc is listed on the main list of Nasdaq Helsinki as SITOWS.