Avidly Plc’s Board of Directors resolved to establish a share-based long-term incentive plan for the group management

Avidly Plc, company announcement, 15 July 2020 at 8:45 a.m. EET

Avidly Plc’s (“Company” or “Avidly”) Board of Directors has resolved to establish a new share-based long-term incentive plan for the group management. The aim of the incentive plan is to align the goals of shareholders and the management to increase the long-term value of the Company, increase the commitment of the management to the Company and provide them with a competitive reward plan.

The incentive plan includes one performance period. The performance period will commence on 1 June 2020 and end on 31 May 2023. The participants may earn an investment-based reward and a performance-based reward from the performance period. The prerequisites for receiving investment-based reward on the basis of the plan is that a participant acquires Company’s shares or allocates previously owned Company’s shares up to the number determined by the Board of Directors and has not terminated his/her employment or service relationship with the Company or a company belonging to the same group upon reward payment. The performance-based reward from the plan is based on the total shareholder return of the Company’s shares and on a participant’s employment or service relationship upon reward payment. As a general rule, no performance-based reward will be paid, if a participant’s employment or service relationship ends before the reward payment.

The performance based part of the reward will be paid, subject to meeting other conditions, if the Company’s share price exceeds EUR 2.30 at the time of review. A share price of EUR 6.50 at the time of review is required to receive the full performance based reward.

The rewards of the incentive plan will be paid in full in the form of the Company's shares by the end of September in 2023. The Board of Directors determines whether the reward will be Company's new shares or treasury shares. Shares paid as a reward may not be transferred during a one-year commitment period set for the shares with exception to shares gradually released from the transfer restriction. The Board of Directors has the right to resolve that the reward is paid fully or partly in cash.

As a general rule, a participant must hold a minimum of 25 per cent of the shares given on the basis of the plan after payment of taxes, until the participant’s shareholding in the Company in total corresponds to the value of the participant’s fixed annual gross salary and for as long as the participant’s employment or service in a company belonging to the group continues.

The target group of the plan includes Jesse Maula, the Company's CEO, Hans Parvikoski, CFO, and Ingunn Bjøru, Chief Operating Officer, Inbound. The rewards to be paid on the basis of the performance period amount up to a maximum of 569,580 the Company’s shares, indicating a maximum dilution of approximately 10.27% in the event the reward is paid in its entirety as Company’s new shares.

A total of 27,813 shares of the Company held by the former key personnel issued for incentive and commitment purposes is aimed to be transferred to the members of the Company's management team approximately during August 2020 as a separate issue from the long-term incentive plan referred to above.

“Over the last 6 months, Avidly’s new management has already shown great stewardship through the challenging times the market situation has caused. I am therefore very happy for the launch of this share-based long-term incentive program that will motivate the management to deliver a high degree of business performance balancing short-term business results and long-term strategic direction to position Avidly in the front of its peers. Avidly’s management team is very committed to achieving our business targets and building a high performing organization. I am especially glad to see the new management's confidence in delivering Avidly’s plans,” says Joakim Fagerbakk, Chairman of the Board of Directors of Avidly Plc.

AVIDLY PLC

Board of Directors

Additional information:

Joakim Fagerbakk, Chairman of the Board of Directors, tel. +47 464 28 133 

Jari Tuovinen, Vice-chairman of the Board, tel. +358 500 593 000

Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670

Information on Avidly Plc

Avidly is Finland’s leading marketing and communications service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of around 230 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en