Share-based commitment and incentive programmes

Share-based commitment and incentive programmes

Share savings plan for Gofore Group employees

On 28 September 2018, the Board of Directors of the company resolved on the implementation of a share savings plan called CrewShare for the entire personnel of the corporate group. The objective of the plan is to motivate the personnel to invest in the company’s shares and to become shareholders. The rationale is, also, to converge the objectives of the employees and of the management and to evoke commitment to developing the company’s value and to increasing shareholder value in the long term. Approximately 480 Gofore’s employees have participated in the CrewShare share savings plan.

In the personnel share savings plan, all Gofore employees are offered the possibility to save a portion of their regular salary (EUR 50–400 per month) and to apply the savings towards acquiring shares at a 10 per cent discount. The savings are applied towards acquiring shares after the cessation of the savings period. Dividends payable on the shares acquired with the savings are automatically applied towards acquiring shares on the next possible day for acquiring shares. Participation in the plan is voluntary and each employee may participate in the plan for one savings period at a time. The first savings period of the plan commenced on 1 November 2018 and ended on 28 February 2019. The second savings period of the plan commenced on 1 March 2019 and ended on 29 February 2020. The third savings period of the plan commenced on 1 March 2020 and ended on 28 February 2021. The fourth savings period of the plan commenced on 1 March 2021 and will end on 22 February 2022. The fifth savings period of the plan will commence on 1 March 2022 and will end on 28 February 2023. The company makes its resolution concerning a share issue after the cessation of each savings period.

After a two-year share ownership period, Gofore will give, by way of gross remuneration, employees participating in the plan one additional share per each three shares acquired with the savings. The condition for being given the additional shares is that the participant owns the shares they have acquired for the entire duration of the ownership period and that their employment relationship with Gofore has not ended prior to the expiration of the ownership period. The ownership period for the shares in the first savings period will end on 28 February 2021. The ownership period of the second savings period will end on 28 February 2022. The share ownership period of the third savings period will end on 28 February 2023. The share ownership period of the fourth savings period will end on 29 February 2024. The share ownership period of the fifth savings period will end on 28 February 2025.

The matched shares are paid partially as shares in the company and partially as money as soon as possible after the cessation of the ownership period. The intention is for the monetary portion to cover any taxes and tax-like charges incurred by the participant from the matched shares. The matched shares are freely transferable after they have been transferred to the participant’s book-entry securities account.

The fifth plan period includes a new element compared to the previous plans. The participant can earn 1–1.5 performance based matching shares against every three shares acquired with savings as a gross reward if the target set by the Board for group’s annual adjusted EBITA percentage will been reached for the financial year 2022. Thus, the maximum amount of matching shares received by the participant can be 2.5 shares against every three shares acquired.

The company’s Board of Directors will resolve on the next savings period and the details of same separately.

Share-based incentive plan for the key personnel

The Board of Directors of Gofore Plc has resolved to establish a new share-based incentive plan for the group’s key personnel. The aim is to align the objectives of the shareholders and key personnel for increasing the value of the company in the long-term, to commit the key employees to work for the company and to offer them a competitive incentive scheme that is based on earning and accumulating shares.

The Performance Share Plan 2022–2024 consists of a three (3) year performance period, covering the financial years of 2022–2024. The Board may decide annually on new performance periods.

In the plan, the target group is given an opportunity to earn Gofore Plc shares based on performance. The potential rewards based on the plan will be paid after the end of each performance period. The reward will be paid partly in Gofore Plc shares and partly in cash.