Long-term incentive program 2023 (LTIP 2023)
Participants will, after a qualifying period and assuming an investment of their own in Eltel Shares, be given the opportunity to, without consideration, receive allotment 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 2023 is more than three years.
Basic features of LTIP 2023
LTIP 2023 will be directed towards a maximum of thirteen (13) senior executives and other key individuals in the company. The participants are based in Sweden and other countries where the Eltel Group is active. Participation in the LTIP 2023 assumes that the participant acquires and locks a certain minimum and maximum, respectively, number of Eltel Shares into LTIP 2023 (“Savings Shares”). Savings Shares shall be newly acquired Eltel Shares.
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 2023–2025, receive allotment of Eltel Shares (”Performance Shares”) and exercise options issued by the company (“Performance Options”).
The performance requirements are linked to certain financial key figures. The participant shall not pay any consideration for the allotted Performance Shares and Performance Options.
The participant shall have the right to exercise the Performance Options commencing on the day after the end of the vesting period and during two weeks thereafter (“Exercise Period”). The exercise price when the participant exercises the Performance Option shall correspond to 120% of the volume-weighted average price according to Nasdaq Stockholm’s official price list for the Eltel Share during the first ten trading days that directly follows the Annual General Meeting 2023 (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 in certain situations. The exercise of the Performance Options may be made by using so called net strike.
Participation in LTIP 2023
LTIP 2023 is directed towards not more than thirteen senior executives and other key individuals, divided into three categories of participants:
|
Category
|
Maximum number of Savings Shares per person |
Maximum number of Performance Shares per Savings share |
Maximum number of Performance Options per Savings share |
|---|---|---|---|
| A) CEO, maximum 1 person |
22,000 | 8.0x | 8.0x |
| B) Group Management Team, maximum 8 persons |
7,000 | 8.0x | 8.0x |
| C) Other key individuals, maximum 4 persons |
5,500 | 8.0x | 8.0x |
To be eligible to participate in LTIP 2023, 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 current year, however, not exceeding the number of Savings Shares that the participant can tie up within the scope of LTIP 2023 according to the above.
Allotment of Performance Shares and Performance Options
Allotment of Performance Shares and Performance Options within LTIP 2023 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 2026, and (ii) the first record date for dividends decided by the Annual General Meeting 2026. The period up to this date is referred to as the qualification period (vesting period).
In order for the participant to be entitled to receive allotment of Performance Shares and Performance Options, it is assumed that the participant remains an employee of the Eltel Group during the full qualification period up until allotment, that the participant, during this period, has kept all Savings Shares, and that the performance requirements are fulfilled.
The participant can receive allotment of a maximum of eight (8) Performance Shares and eight (8) Performance Options per Savings Share. The Participant’s Performance Shares and Performance Options, respectively, shall be capped to an amount. The outcome shall be capped for Performance Shares and Performance Options, respectively, in the event the volume-weighted average price according to Nasdaq Stockholm’s official price list for the Eltel Share during the last ten trading days in March 2026 exceeds a share price corresponding to three times the volume-weighted average price according to Nasdaq Stockholm’s official price list for the Eltel Share during the first ten trading days that directly follows after the Annual General Meeting 2023.
The Board of Directors shall, in accordance with the resolutions by the General Meeting set forth herein, be responsible for the detailed design and implementation of LTIP 2023. The Board of Directors may also decide on the implementation of an alternative cash based incentive for participants in countries where the acquisition of Savings Shares or allotment of Performance Shares and/or Performance Options is not possible, as well as if otherwise considered appropriate. Such alternative incentive shall to the extent practically possible be designed to correspond to the terms of LTIP 2023.
