Long-term Incentive Programme 2018 (LTIP 2018)

Eltel’s Extraordinary General Meeting held in 17 September 2018 approved the terms of the LTIP 2018.

Basic features of LTIP 2018

The LTIP 2018 will be directed towards the top management in the Eltel Group. The participants are based in Sweden and other countries where the Eltel Group is active. Participation in the LTIP 2018 assumes that the participant locks Eltel ordinary shares into LTIP 2018 (“Savings Shares”). Savings Shares can be newly acquired Eltel shares or Eltel Shares already held by a participant, provided that such shares are not subject to any other similar incentive program.

For each acquired Savings Share, the participant shall be entitled, after a certain qualification period (defined below) and provided continued employment during the entire period, to receive an allotment of one Eltel matching/retention share (“Matching Share”). Dependent on the fulfilment of certain performance targets linked to Eltel’s EBITDA for the financial year 2021, the participant may also be entitled, to receive allotment of additional Eltel shares (”Performance Shares”). The participant shall not pay any consideration for the allotted Matching Shares and Performance Shares. Matching Shares and Performance Shares are Eltel ordinary shares.

Participation in LTIP 2018

LTIP 2018 is directed towards three categories of participants:

Category Maximum of Savings Shares (% of base salary) Matching Shares per Savings share Performance Shares per Savings share
A) CEO 25% 1.0x 4.0x
B) CFO 20% 1.0x 3.0x
C) Group Management Team (GMT), maximum 6 persons 15% 1.0x 3.0x

The maximum number of Savings Shares for each participant shall be based on an investment in Eltel shares with an amount corresponding to a certain portion of the concerned participant’s base salary level for the current year. In order to be eligible to participate in LTIP 2018, the participant must make a minimum investment of an amount equal to 25% of the applicable maximum level for Savings Shares investment.

Any resolution on participation or implementation of LTIP 2018 shall be conditional on that it, in the Board’s judgement, can be offered with reasonable administrative costs and financial effects.

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Eltel AB POB 126 23, SE-112 92 Stockholm, Sweden

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