The Board of Directors of Tecnotree Corporation decided on a new stock option plan
Tecnotree Corporation Stock Exchange Release 9 Jul 2021 at 14:33 EET
The Board of Directors of Tecnotree Corporation has resolved to launch a new stock option plan directed to the Group key employees. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key employees to the company.
The maximum total number of stock options issued is 23,000,000, and they entitle their owners to subscribe for a maximum total of 23,000,000 new shares in the company or existing shares held by the company. The stock options will be issued gratuitously. Of the stock options, 5,750,000 are marked with the symbol 2021A; 8,050,000 are marked with the symbol 2021B; 5,750,000 are marked with the symbol 2021C and 3,450,000 are marked with the symbol 2021D.
The number of shares subscribed by exercising stock options issued corresponds to a maximum total of 7.53 per cent of all shares and votes of the shares in the company after the potential share subscriptions based on the stock options, if new shares are issued in the share subscription.
The share subscription price for stock options 2021A—2021D is EUR 0.40. The share subscription price is based on the Board of Directors’ decision taking into account the ambitious requirements of the Vesting Criteria. The share subscription price is considerably lower than the prevailing share price whereas the Vesting Criteria requirements are considerably high. The share subscription price will be credited to the reserve for the company’s invested unrestricted equity. The per-share dividends and equity returns will be deducted from the share subscription price.
The share subscription period for stock options 2021A—2021D will be 1 July 2026—31 December 2026. The Share subscription period for stock options, however, will not commence, if the following Vesting Criteria have not been achieved:
– stock option 2021A; the market value of the Company is at least 350 M€,
– stock option 2021B; the market value of the Company is at least 500 M€,
– stock option 2021C; the market value of the Company is at least 750 M€, and
– stock option 2021D; the market value of the Company is at least 1,000 M€.
If a Vesting Criterion is fulfilled and confirmed by the Board of Directors, the relevant Share subscription period will commence on the first day of the month following the fulfillment of the Vesting Criterion.
If a key employee´s employment or service in a company belonging to the Group terminates, such person will, as a rule, forfeit without compensation all stock options for which the relevant share subscription period has not begun.
The Board of Directors will decide upon the distribution of stock options to the key employees. Approximately 100 key employees, including the members of the Management Board, belong to the target group of the stock option plan. The terms and conditions of the stock options 2021 are attached to this release.
The theoretical market value of the stock options is approximately 4.14 million euros in total:
– stock option 2021A; 0.266€,
– stock option 2021B; 0.204€,
– stock option 2021C; 0.142€, and
– stock option 2021D; 0.106€.
The theoretical market value of the stock options has been calculated by using the Black & Scholes stock option pricing model taking into account the probability of fulfillment of the Vesting Criteria set for the stock options, which has been estimated by a Monte Carlo simulation. The theoretical market value of the stock options has been calculated with the following input factors: share price 0.906€, share subscription price 0.40€, risk free interest rate -0.575%, validity of the stock options 5.5 years, 5 years time to fulfill the vesting criteria and volatility 61.72%.
The Board of Directors resolved on the stock option plan on the basis of the authorization granted by the company’s Annual General Meeting of Shareholders held on 15 May 2019.
TECNOTREE CORPORATION
The Board of Directors
Further information
Neil Macleod, Chairman of the Board, tel. +44 788 449 2694
Attachments
About Tecnotree
Tecnotree is the only full stack digital business management solution provider for digital service providers, with over 40 years of deep domain knowledge, proven delivery and transformation capability across the globe. Our open source technology based agile products and solutions comprise the full range (order-to-cash) of business process and subscription management for telecom and other digital service providers. Tecnotree products and platforms service over 800 million subscribers worldwide.Tecnotree is listed on Nasdaq Helsinki (TEM1V). For more information, please visit www.tecnotree.com.
