The Board of Directors of Martela Corporation Has Decided on Incentive Plan and Directed Share Issue for the Group’s Key Employees

The Board of Directors of Martela Corporation has decided to establish a new share-based incentive plan for the group’s key employees. The aim of the plan is to align the objectives of the shareholders and plan participants for increasing the value of the company in the long-term, to retain the participants at the company and to offer them a competitive incentive scheme that is based on personal investment and earning and accumulating the company´s shares.

The prerequisite for participating in the new plan is that a participant acquires the company´s series A shares up to the number determined by the Board of Directors. In order to implement the plan, the Board of Directors decided on a share issue against payment directed to the target group.

Performance-based Matching Share Plan 2021—2023

The new Performance-based Matching Share Plan 2021–2023 consists of three performance periods, covering the financial years of 2021, 2022 and 2023, respectively.

In the plan, the target group is given an opportunity to earn Martela Corporation series A shares based on performance and on their personal investment in Martela Corporation series A shares. The Board of Directors decides on the plan’s performance criteria and targets to be set for each criterion at the beginning of a performance period. The potential rewards based on the plan will be paid after the end of each performance period.

The rewards to be paid based on the plan will amount to an approximate maximum total of 718,000 Martela Corporation series A shares including also the proportion to be paid in cash.

Approximately 40 persons, including the CEO and other Martela’s Management Team members, belong to the target group of the plan. The plan will replace the participants´ annual bonus plan.

The rewards will be paid partly in Martela Corporation series A shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and tax-related expenses arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.

The reward to be paid on the basis of the plan will be capped if the limits set by the Board of Directors for the share price are reached.

During the performance period 2021, the rewards are based on the Group’s Earnings before Interest and Taxes (EBIT).

Directed Share Issue against Payment

A maximum total of 359,000 new series A shares in the company will, in deviation from the shareholders’ pre-emptive right, be offered in the share issue for subscription to the participants of the Performance-based Matching Share Plan 2021—2023. In addition, a total of 73,260 new series A shares will be offered for subscription to the company´s CEO, separately from the Performance-based Matching Share Plan.

The company has a weighty financial reason for the deviation from the shareholders’ pre-emptive right, since the purpose of the share issue is to encourage the participants to acquire and own the company´s series A shares as a part of the Performance-based Matching Share Plan 2021—2023 directed to them. In addition, the purpose of the share issue is to align the objectives of the shareholders and the CEO for increasing the value of the company in the long-term and to retain the new CEO at the company.

The share subscription period of the new shares will be from 31 March to 18 April 2021. The share subscription price for the new shares will be EUR 2.73 per share, which is the same as the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 1 February—28 February 2021. The new shares must be paid upon subscription. The share subscription price will be credited to the company’s reserve for invested unrestricted equity.

The new shares are estimated to be entered into the Trade Register and applied for public listing on Nasdaq Helsinki Ltd. in May 2021.

The decision on the share issue is based on the authorization by the Annual General Meeting of Shareholders held on 18 March 2021.

Financing Share Acquisition

As part of the implementation of the Performance-based Matching Share Plan 2021—2023, the Board of Directors has resolved to grant plan participants interest-bearing loans in the maximum total amount of 686, 000 euros to finance the acquisition of the company’s shares. The maximum amount of the loan is 70 per cent of the participant´s investment in shares. The loans will be repaid in full on 31 December 2025, at the latest.

Martela Corporation

The Board of Directors

For more information, please contact Artti Aurasmaa, CEO, tel. +358 45 186 1775

Distribution

Nasdaq Helsinki

Main news media

Our strategic direction is defined by our mission “Better working” and our vision “People-centric workplaces”. Martela provides people centric workplaces where the users and their wellbeing are in the core. We focus on the Nordic countries, as the Nordic countries are forerunner in hybrid working environments with common open work culture background and needs.