DNA PLC STOCK EXCHANGE RELEASE 19 DECEMBER 2017 at 9:00 a.m. (EET)
DNA's Board of Directors decides to continue the long-term incentive plans for senior executives and other key employees.
The purpose of the long-term incentive system is to harmonise shareholders' and senior executives' goals in order to increase DNA's value, and to commit executives and other key employees to DNA by offering them a competitive, long-term reward plan in the company.
The new system mainly consists of a Performance Share Plan (PSP), which is complementary to a separate share-based Bridge Plan. In addition, DNA has a Restricted Share Plan (RSP).
Performance Share Plan (PSP)
The PSP consists of separate, share-based reward programmes that begin annually. Each programme has a three-year vesting period. The start of each new programme requires a separate decision by the Board of Directors.
The programme PSP 2018-2020 starts at the beginning of 2018. Any share-based rewards earned through it will be paid in the spring of 2021, if the performance targets set by the Board of Directors are achieved. The performance targets applied to the programme are DNA's total shareholder return (TSR) compared to a peer group over the period 2018-2020, and DNA's cumulative cash flow in 2018-2020. The programme has around 50 participants, and the maximum number of shares to be distributed will be 372,600 (the gross amount from which the applicable withholding tax will be deduced, and the remaining net amount will be paid as shares).
Bridge plan
The Bridge Plan complements the transition period, based on the the long-term share-based incentive system introduced in 2014 to the new, long-term incentive system that began in 2017. The Bridge plan consists of two, three-year-long, share-based reward programmes. These programmes have a year-long vesting period and two-year restriction period. The first Bridge Plan begun in 1 January 2017 and any rewards based on the programme will be handed out in the spring of 2018.
The performance targets applicable to the share-based reward programme, the Bridge Plan 2018, which will begin on January 2018, are based on DNA's key strategic objectives for the vesting period in question. The programme has around 50 participants, and the maximum number of shares to be handed out will be 115,900 (gross amount from which applicable withholding tax will be deduced, and the remaining net amount will be paid as shares). Any rewards based on the programme will be distributed in the spring of 2019, if the performance targets set by the Board of Directors are achieved. Shares received as a reward cannot be transferred during the two-year restriction period after the vesting period.
Restricted Share Plan (RSP)
The restricted share-based reward system can be used as a complementary tool for committing employees in specific situations, such as during acquisitions and recruitment. The Restricted Share Plan consists of share-based incentive programmes that begin every year. Each programme consists of a three-year restriction period, after which the shares allocated at the beginning of each respective programme are paid to the participants, provided that their employment DNA continues until the rewards are paid. The start of each new programme requires a separate decision by the Board of Directors.
The RSP 2018-2020 share-based reward programme will begin in early 2018, and the rewards earned will be distributed in the spring of 2021. The RSP typically applies to only a few individuals per year. The maximum number of shares to be distributed under the programme will be 45,000 (gross amount from which applicable withholding tax will be deduced, and the remaining net amount will be paid as shares).
Other terms and conditions
DNA adheres to the recommendation on the shareholdings of the Group Executive Team. According to the recommendation, each Executive Team member should own a share in the company, which corresponds to his or her annual fixed gross salary. In order to achieve the recommended ownership, the Executive Team members must retain ownership of at least 50 per cent of the shares they have received through the above-mentioned, share-based incentive systems (calculated based on the net amount of shares left after the deduction of the applicable withholding tax), until the person's share in DNA is in line with the recommendation.
The maximum amount of rewards payable under the share-based incentive systems is limited in such a way that a participant's annual share reward may exceed their annual gross salary by three times at a maximum.
The share-based incentive systems described above will not have a dilutive effect, because no new shares will be issued in connection with them.
DNA has issued a stock exchange release for the incentive plans on 31 January 2017.
Further enquiries:
Marko Rissanen, Senior Vice President, Human Resources, DNA Plc, +358 44 220 3230, marko.rissanen@dna.fi
Marja Mäkinen, Head of Investor Relations, DNA Plc, +358 44 044 1262, marja.makinen@dna.fi
DNA Corporate Communications, +358 44 044 8000, communications@dna.fi
DNA Plc is a Finnish telecommunications group providing high-quality voice, data and TV services for communication, entertainment and working. DNA is Finland's largest cable operator and the leading pay TV provider in both cable and terrestrial networks. For DNA, the key area for growth in corporate business is the new way of working, independent of time and place, facilitated by smart terminal devices, diverse communications services and rapid connections. In 2016, DNA recorded net sales of EUR 859 million and an operating profit of EUR 91 million. DNA has more than 3.8 million subscriptions in its fixed and mobile communications networks. The Group also includes DNA Store, Finland's largest retail chain selling mobile phones. DNA shares are listed on Nasdaq Helsinki Ltd. For further information, visit www.dna.fi or follow us on Twitter @DNA_fi, @DNA_Business and @DNA_Palvelu and Facebook.