The Board of Fellow Bank Plc decided on the incentive schemes for key personnel and the planning of employee share issue
FELLOW BANK PLC STOCK EXCHANGE RELEASE 17.1.2023 AT 4:25 PM EET
The board of Fellow Bank Plc has decided on a new share-based incentive scheme for the group's key personnel and on the planning of employee share issue for all personnel. The purpose is to unify the goals of the owners, management, and personnel to increase the company's value in the long term, as well as to commit the participants to the company and offer them competitive incentive systems that are based on earning and accumulation of company shares, supporting the company's strategy.
Performance-based share bonus system 2023
The performance-based share bonus system 2023 has three earning periods covering the financial years 2023, 2024–2025 and 2025–2026.
In the system, it is possible for the target group to earn shares in Fellow Bank Plc based on performance. The board decides the system's earning criteria and their goals at the beginning of the earning period. According to the financial sector legislation, the possible rewards of the system are paid on a delayed basis, so that the rewards are paid to the participants after the end of the earning period within about four or five years in five installments. The payment of the bonus installments is followed by a one-year waiting period, during which the key person cannot hand over the shares paid as a bonus.
In the earning period 2023, the rewards are based on the group's 2023 result, implementation of strategic projects, customer satisfaction (NPS) and set personal goals. The value of the bonuses to be paid for the earning period 2023 corresponds to a maximum of 2,000,000 Fellow Bank Plc shares in total, including a possible share to be paid in cash.
In the earning period 2023, the target group includes approximately 11 key persons, including the CEO and other members of the management team.
A member of the management team must own at least 50 percent of the net number of paid shares, until the value of her or his share ownership in the company in total corresponds to 50 percent of the value of her or his gross annual salary. Correspondingly, the managing director must own at least 50 percent of the net number of shares paid, until the value of his share ownership in the company in total corresponds to the value of his gross annual salary. These amounts of shares must be owned as long as the person's membership in the management team or position as CEO continues.
General remarks
The rewards are paid partly in Fellow Bank Plc shares and partly in cash. The monetary shares of the awards aim to cover the taxes and statutory social insurance contributions incurred by the participants. If the participant's employment or management contract ends before the bonus is paid, the bonus is generally not paid.
Employee share issue and an additional share system
The board of directors is also planning an employee share issue and an additional share system (matching) to be offered to the entire personnel, in which the employees would have the opportunity to subscribe for the company's shares at a reduced price and, by subscribing, would earn the right to receive additional shares from the company at a later date. In the planned employee share issue, the entire personnel would be offered new company shares for subscription. The subscription price of the shares would be based on the average share price in Nasdaq Helsinki Oy from the calendar month preceding the closing date of the employee share issue and a 10 percent discount calculated from that. The board determines the maximum amount of the issue.
The board will decide on the details of the separately planned employee share issue, such as its conditions, the final maximum number of shares to be offered, the subscription price, matters related to the subscription and payment of shares, the terms of additional shares and other possible details later during the financial year 2023.
Fellow Bank Plc
Board of Directors
Further information
Teemu Nyholm, CEO, Fellow Bank Plc (teemu.nyholm@fellowpankki.fi, tel. +358 50 577 1028).
Fellow Bank in brief
Fellow Bank Plc is a new Finnish digital bank that helps both personal and business customers to manage their day-to-day finances in a flexible and straightforward manner. For savers, we offer an attractive interest rate on deposits. Fellow Bank Plc is regulated by the Financial Supervisory Authority of Finland and listed on Nasdaq Helsinki’s main list (FELLOW). www.fellowbank.com
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