Share-based commitment and incentive programmes

Share-based commitment and incentive programmes

Matching Share additional share programme

In the Employee Offering as part of the listing to the First North Growth Market Finland in autumn 2017, the Matching Share additional share programme was opened for personnel. The programme offers employees one additional share for each three shares subscribed in the Employee Offering, if they remain employed by the group three years after the start of the share subscription, and if they have owned the subscribed shares continuously throughout this time.

On 31 December, 2019, the company had 223 employees who participated in the personnel offering and approved the terms and conditions of the share programme. Under the programme, these employees are entitled to a total of 88,468 matching shares. Approximately half of the amount is transferred in shares and half is paid in cash to be used for withholding. The company may acquire the shares from the market or arrange a directed share issue. Calculating at the closing price of the company’s share on 31 December 2019, the value of the matching shares would have been EUR 663,510,00. At the end of the comparison period on 31 December, 2018, the corresponding amounts were 238 employees entitled to the matching shares and the obligation to transfer 107,814 matching shares.

Share-based employment contract signing bonus

In the spring 2018, the Board of Directors decided on a new share-based employment contract signing bonus. Every new employee will be offered EUR 1,500 worth of shares as an employment contract signing bonus. The bonus shares were offered for a total of 49 employment contracts valid until further notice and signed between 15 February 2018 and 30 June 2018. All of the shares were issued simultaneously in autumn 2018.

Based on the average price in the above-mentioned period, the Board of Directors has confirmed a total of 8,526 shares and 174 shares per person as the amount of signature bonuses. Approximately half of this sum is rewarded as shares, and half is paid in cash to be used for advance income tax. The company may acquire the bonus shares from the market or organise a private placement of shares.

Share savings plan for Gofore Group employees

In the Fall, 2018, the Board of Directors resolved to launch the share savings plan. The objective of the plan is to motivate the Gofore employees to invest in the company’s shares and to become shareholders in the company. The aim is also to align the interests and commitment of the employees and management to work for the good value development and increased shareholder value in the long-term.

The plan is offered to all approximately 600 Gofore Group employees, who will be offered an opportunity to save a proportion of their regular salaries (EUR 50-400 per month) and use the savings for the acquisition of the company’s shares at a 10 percent discount. The accrued savings will be used for the acquisition of the Gofore shares after the end of the plan period. Participation in the Plan is voluntary, and an employee will participate in the Plan for one plan period at a time. The first plan period commenced on 1 November 2018 and ended on 28 February 2019. The second plan period commenced on 1 March 2019 and ended on 29 February 2020. The third plan period commenced on 1 March 2020 and will end on 28 February 2021.

After the holding period of two years, Gofore will grant the employees participating in the Plan, as a gross reward, one free matching share against every three shares acquired with savings. The prerequisites for receiving matching shares are that a participant holds the acquired shares for the entire holding period, and that his or her employment at Gofore has not terminated before the end of the holding period. The holding period of the first plan will end on 28 February, 2021. The holding period of the second plan will end on 28 February, 2022. The holding period of the third plan will end on 28 February, 2023.

Any dividends to be paid on shares acquired with savings will automatically be reinvested into acquisition of shares on the next potential acquisition date.

Matching shares will be paid partly in the company’s shares and partly in cash as soon as possible after the end of the holding period. The cash proportion is intended to cover taxes and tax-related costs arising from the matching shares to a participant. The matching shares are freely transferable after their transfer on the participant’s book-entry account.

The intention is that the company will resolve on a share issue to subscribe for the new shares to be acquired with the accumulated savings at a 10% discount. The intention is that the company will resolve on the share issue after the end of each plan period.

The Board of Directors will resolve on the following plan period and its details separately.