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Long-term incentive programmes
LTIP 2 018
The Extraordinary General Meeting (EGM) in September 2018 approved the implemen-
tation of a share saving programme 2018 (the “LTIP 2018”) for key personnel in the Eltel
Group. The term of LTIP 2018 was three years and the participants consisted of eight and
they were the CEO, CFO and six members of the Group Management Team.
The aim of the programme was to increase and strengthen the potential for recruiting,
retaining and rewarding key individuals and furthermore to use the LTIP programme to
create individual long-term ownership of Eltel shares among participants.
Participation in the LTIP programme assumed that the participant acquired and locked
Eltel ordinary shares into the LTIP programme (“Savings Shares”). For each acquired Sav-
ings Share, the participant had entitled, after a certain qualification period and provided
continued employment throughout the entire period, to receive allotment of one Eltel
matching/retention share (a “Matching Share”). Depending on fulfilment of performance
targets linked to Eltel’s EBITDA for financial year 2021, the participant might also be entitled
to receive allotment of additional Eltel shares (”Performance Shares”).
LTIP 2018 was completed during the second quarter of 2022. The performance target
linked to Eltel’s EBITDA for the financial year 2021 was not fulfilled. In accordance with the
terms of LTIP 2018, the Board of directors resolved in May 2022 on the allotment of 87,700
Matching Shares and no Performance Shares to participants in LTIP 2018. Allotment of
Matching Shares to the participants was made without consideration and Matching Shares
were delivered to the participants in June 2022.
LTIP 2 021
Eltel AB’s Annual General Meeting 2021 adopted a long-term incentive programme (LTIP 2021)
for senior executives and other key individuals in order to encourage a personal long-term
ownership in the company, and in order to increase and strengthen the potential for recruiting,
retaining and motivating such senior executives and key individuals. The participants are based
in Sweden and other countries where the Eltel Group is active. Participation in the LTIP 2021
assumes that the participant acquires and locks Eltel Shares into LTIP 2021 (“Savings Shares”).
Savings Shares shall be newly acquired Eltel Shares.
Participants will, after a qualifying period and assuming an investment of their own in
Eltel Shares, be given the opportunity to, without consideration, receive allotments of Eltel
Shares (defined below) and call options issued by the company. The number of allotted
Eltel Shares and call options will depend on the number of Eltel Shares that they have
purchased themselves and on the fulfilment of certain performance requirements. Eltel
Shares are ordinary shares in the company (“Eltel Shares”). The term of LTIP 2021 is more
than three years.
For each acquired Savings Share, the participant shall be entitled to, after a certain qual-
ification period (defined below), provided continued employment and dependent on the
fulfilment of certain performance requirements for the financial years 2021-2023, receive
allotment of Eltel Shares (”Performance Shares”) and call options issued by the company
(“Performance Options”).
The performance requirements are linked to the company’s Compound Annual Growth
Rate of Revenue (“CAGR of Revenue”), Average Earnings Margin Before Interest, Taxes
and Amortisation (“Average EBITA Margin”) and Total Shareholder Return (“TSR”). The
participant shall not pay any consideration for the allotted Performance Shares and Per-
formance Options. Performance Shares are Eltel Shares and Performance Options are call
options issued by the company.
The exercise price when the participant exercises the Performance Option shall corre-
spond to 120 percent of the volume-weighted average price according to Nasdaq Stock-
holm’s official price list for the Eltel Share during the first ten trading days that directly follows
the Annual General Meeting 2021 (the “Purchase Price”). Customary recalculation of the
Purchase Price as well as of the number of Eltel Shares that each Performance Option cor-
responds to may occur if the share capital or the number of shares in the company changes
due to bonus issue, split or reverse split, redemption of shares, certain new issues and other
similar corporate events, and if certain other measures are taken.
To be eligible to participate in LTIP 2021, the participant must invest in Savings Shares
for an amount corresponding to approximately five (5) percent of the participant’s fixed
base salary during the financial year 2021, however, not exceeding the number of Savings
Shares that the participant can tie up within the scope of LTIP 2021 according to the below.
The Savings Shares covered by the LTIP 2021 were acquired in a structured way in ordi-
nary trading in the stock market during a certain period of time.
On balance sheet date, the LTIP 2021 comprises maximum 388,800 Performance
Shares and 388,800 Performance Options, corresponding to approximately 0.5% of the
total outstanding shares and votes in the Company.
Allotment of Performance Shares and Performance Options within LTIP 2021 will be made
during a limited period of time following the latter of the date of (i) the presentation of the
first quarterly report for the first quarter of 2024, and (ii) the first record date for dividends
decided by the Annual General Meeting 2024. The period up to this date is referred to as the
qualification period (vesting period).
LTIP 2021 programme is directed towards three categories of participants:
Category
Savings Shares
maximum
per person
Performance
Shares per
Savings Share
Performance
Options per
Savings Share
A CEO 11,500 8.0× 8.0×
B Group Management Team
1)
3,700 8.0× 8.0×
C Other key individuals
2)
2,800 8.0× 8.0×
1)
Maximum 7 persons.
2)
Maximum 4 persons.
LTIP 2 02 2
Eltel AB’s Annual General Meeting 2022 adopted a long-term incentive programme (LTIP
2022) for senior executives and other key individuals in order to encourage a personal long-
term ownership in the company, and in order to increase and strengthen the potential for
recruiting, retaining and motivating such senior executives and key individuals. The partici-
pants are based in Sweden and other countries where the Eltel Group is active. Participation
in the LTIP 2022 assumes that the participant acquires and locks Eltel Shares into LTIP 2022
(“Savings Shares”). Savings Shares shall be newly acquired Eltel Shares.
Participants will, after a qualifying period and assuming an investment of their own in
Eltel Shares, be given the opportunity to, without consideration, receive allotments of
Eltel Shares (defined below) and exercise options issued by the company. The number
of allotted Eltel Shares and options will depend on the number of Eltel Shares that they
have purchased themselves and on the fulfilment of certain performance requirements.
Eltel Shares are ordinary shares in the company (“Eltel Shares”). The term of LTIP 2022 is
approximately three years.
For each acquired Savings Share, the participant shall be entitled to, after a certain
vesting period (defined below), provided continued employment and dependent on the
fulfilment of certain performance requirements during the financial years 2022-2025,
receive allotment of Eltel Shares (”Performance Shares”) and exercise options issued by
the company (“Performance Options”).
The performance requirements are linked to the company’s Compound Annual Growth
Rate of Revenue (“CAGR of Revenue”), Average Earnings Margin Before Interest, Taxes
and Amortisation (“Average EBITA Margin”) and Total Shareholder Return (“TSR”). The
participant shall not pay any consideration for the allotted Performance Shares and Per-
formance Options. Performance Shares are Eltel Shares and Performance Options are call
options issued by the company.
The exercise price when the participant exercises the Performance Option shall corre-
spond to 120 percent of the volume-weighted average price according to Nasdaq Stock-
holm’s official price list for the Eltel Share during the first ten trading days that directly fol-
lows the Annual General Meeting 2022 (the “Purchase Price”). Customary recalculation of
the Purchase Price as well as of the number of Eltel Shares that each Performance Option
corresponds to may occur if the share capital or the number of shares in the company
changes due to bonus issue, split or reverse split, redemption of shares, certain new issues
and other similar corporate events, and if certain other measures are taken.
To be eligible to participate in LTIP 2022, the participant must invest in Savings Shares
for an amount corresponding to approximately five (5) percent of the participant’s fixed
base salary for the financial year 2022, however, not exceeding the number of Savings
Shares that the participant can tie up within the scope of LTIP 2022 according to the above.
The Savings Shares covered by the LTIP 2022 were acquired in a structured way in ordi-
nary trading in the stock market during a certain period of time.
On balance sheet date, the LTIP 2022 comprises maximum 612,000 Performance
Shares and 612,000 Performance Options, corresponding to approximately 0.8% of the
total outstanding shares and votes in the Company.
Allotment of Performance Shares and Performance Options within LTIP 2022 will be
made during a limited period of time following the latter of the date of (i) the presentation
of the first quarterly report for the first quarter of 2025, and (ii) the first record date for divi-
dends decided by the Annual General Meeting 2025. The period up to this date is referred
to as the qualification period (vesting period).
LTIP 2022 programme is directed towards three categories of participants:
Category
Savings Shares
maximum
per person
Performance
Shares per
Savings Share
Performance
Options per
Savings Share
A CEO 22,000 8.0× 8.0×
B Group Management Team
1)
7,000 8.0× 8.0×
C Other key individuals
2)
5,500 8.0× 8.0×
1)
Maximum 7 persons.
2)
Maximum 4 persons.
Costs for the LTIP programmes
In accordance with IFRS 2, the estimated total expenses for the LTIP 2018, LTIP 2021 and
LTIP 2022 programmes amounted to EUR 385 thousand (206), of which EUR 365 thousand
(206) for the President and CEO and other senior executives. The total costs for the year
amounted to EUR 54 thousand (60), of which EUR 49 thousand (73) was to the President and
CEO and other senior executives.
The employee matching shares and performance shares are expensed as an employee
expense over the vesting period and are recognised directly against equity. Expenses for
the shares do not affect the company’s cash flow. Related social costs are expensed dur-
ing the vesting period based on the change in value of the Eltel AB’s share.
Eltel Annual Report 2022 • 81
Basis of preparation Financial performance Financial risk management and capital structure Working capital and deferred taxes Business combinations and capital expenditure Remuneration and other