The Board of Directors of Sitowise has decided on new performance share plans and amendments to existing long-term incentive plans
Sitowise Group Plc Other information disclosed according to the rules of the Exchange 13 March 2024 at 9.30 a.m. EET
The Board of Directors of Sitowise Group Plc (“Sitowise”) has resolved to establish new performance and restricted share plans for the period covering the years 2024–2026. The Board has also decided on amendments to the existing Performance Share Plan 2023-2025, and to the terms and conditions of its Option Plan 2021.
Performance Share Plan 2024–2026 and Restricted Share Plan 2024–2026
The Board of Directors of Sitowise has resolved to establish new share-based long-term incentive plans covering the years 2024–2026. Within the Performance Share Plan 2024-2026 (“PSP 2024-2026”), the participants have the opportunity to earn Sitowise shares and cash as a long-term incentive reward, if the performance targets set by the Board of Directors for the plan are achieved. The Board has also resolved on a restricted share plan (Restricted Share Plan 2024-2026) ("RSP 2024-2026"), which is intended as a supplementary share-based long-term incentive plan. The purpose of these plans is to incentivize the participants to work for increased shareholder value in the long-term, to commit them to achieving Sitowise's strategic goals and to increase retention.
PSP 2024-2026 commences at the beginning of 2024 and has a three-year performance period. The potential reward will be paid, according to the Board of Directors’ choice, either in Sitowise’s shares, in cash, or in a combination of these after the performance period. The potential share rewards are at the participants’ free disposal after delivery. The potential rewards will be delivered to the participants in the spring 2027.
The performance criteria applied to the PSP 2024–2026 are profitability (adjusted EBITA margin, %), profitability compared to peers (adjusted EBITA margin, % compared to selected peers) and sustainability services revenue. The respective weights of these targets are 70%, 20% and 10%. In addition, the plan includes a Total Shareholder Return and net sales triggers that need to be exceeded before any rewards can be paid.
If the targets set for the PSP 2024–2026 are fully achieved, the maximum number of shares to be delivered based on this plan is 695,000 shares, and the total maximum value of the shares that may be delivered is approximately EUR 1.9 million, estimated based on the average volume weighted share price in February 2024. The total amount of rewards means their gross amount before the withholding of the applicable income tax.
The participants include the CEO and other members of the Sitowise Group Management Team as well as other management and experts. The number of employees eligible to participate in the PSP 2024–2026 is approximately 40 persons.
According to the Company’s share ownership rules, the CEO and other members of the Group Management Team are expected to retain shares received based on the plan, or to acquire Sitowise shares with a cash reward received under the plan, until their share ownership in Sitowise corresponds to at least their fixed gross annual salary.
Also the RSP 2024-2026 commences at the beginning of 2024. Its purpose is to act as a supplementary share-based long-term incentive plan for separately selected Sitowise’s key persons in special situations, for example in recruitments or acquisitions. Within the plan, the Company can grant fixed share rewards to individually selected key persons during the retention period.
The potential reward will be paid, according to the Board of Directors’ choice, either in Sitowise’s shares, in cash, or in a combination of these after the performance period and they are at the participants’ free disposal after delivery. The potential rewards will be delivered to the participants in the spring 2027.
The total amount of rewards payable under RSP 2024-2026 corresponds to a maximum of 40,000 of the Company's shares and the total maximum value of the shares that may be delivered is approximately EUR 0.1 million, estimated based on the volume-weighted average share price in February 2024. The total amount of rewards means their gross amount before the withholding of the applicable income tax.
Amendments to the Performance Share Plan 2023-2025
The Board of Directors of Sitowise has decided to amend the terms of the company's Performance Share Plan 2023-2025 (“PSP 2023-2025”) that was targeted at the Group Management Team members and the CEO. The plan was first announced on 28 March 2023 and it comprises a three-year performance period followed by a possible reward payment. Its applied performance targets were originally the relative total shareholder return (TSR) and cumulative reported EBITA 2023-2025, with respective weights of 30% and 70%. Due to the weakened market environment since the establishment of the PSP 2023-2025, the Board of Directors has resolved to amend the profitability target by changing the cumulative EBITA monetary target to adjusted EBITA margin (%) target for the year 2025, and also to include a minimum net sales trigger to the PSP 2023-2025 plan. The relative total shareholder return target remains unchanged, as well as the plan’s TSR trigger which defines the minimum TSR level before any rewards can be paid based on the plan.
Changes to the Option Plan 2021 and vesting of stock options 2021A
Sitowise has an Option Plan 2021 established on 11 March 2021. The program covers altogether 1,463,400 stock options, of which 636,750 are marked with symbol 2021A (“Stock Option 2021A”) and 826,650 are marked with the symbol 2021B (“Stock Option 2021B”).
The Board of Directors has resolved to amend share subscription price for shares to be subscribed based on Stock Options 2021B. The new share subscription price is EUR 4.00.
The Board has earlier on 15 December 2022 resolved on amending the subscription price for the Stock Options 2021A, which was then resolved to be EUR 6.00. The per-share dividends and capital repayments to be paid annually will be deducted from the share subscription prices of both Stock Options 2021A and 2021B.
Before the amendments, the share subscription price for all stock options was the share subscription price in the company’s initial public offering (EUR 8.20) decreased with annually paid dividends and capital repayments.
The amendments have been made to preserve the purpose of the stock option plan, which is to engage option holders in the growth of the company’s share value. In this manner, a long-term relationship can be established between the company and the option holders that benefits the company both financially and operationally.
The Stock Options 2021A and 2021B are divided into Matching and Performance options. To balance with the changes made to the PSP 2023-2025 plan above, the CEO and other members of the Group Management team belonging to the Stock Option plan will waive 30% of the Matching options and all of the Performance options allocated to them under the Stock Option Plan 2021.
The share subscription period for Stock Options 2021A is 1 April 2024 – 31 March 2025 and for Stock Options 2021B 1 April 2025 – 31 March 2026.
The Board has decided on 15 December 2022 to remove the vesting criteria for the Match 2021A and Match 2021B stock options, and the subscription period for 2021A Matching stock options shall commence on 1 April 2024. The vesting criteria concerning the Performance 2021A and Performance 2021B options has not been changed since the establishment of the stock option plan. However, the vesting criteria concerning the Performance 2021A stock options is not met, and therefore the Performance 2021A options will expire and the subscription period will not commence.
Sitowise Group Plc
Board of Directors
Additional information:
Taija Lehtola, EVP, Human Resources, tel. +358 40 5603 763, taija.lehtola@sitowise.com
Distribution:
Nasdaq Helsinki Ltd
Major media
www.sitowise.com
About Sitowise
Sitowise is a Nordic expert in the built environment with strong focus on digitality. We provide design and consulting knowhow to enable more sustainable and smarter urban development as well as smooth transportation. Sitowise offers services related to real estate and buildings, infrastructure, and digital solutions both in Finland and in Sweden. Global megatrends drive huge changes that require a re-evaluation of the smartness in the built environment – therefore we have set our vision to be Redefining Smartness in Cities. The Group's net sales were EUR 211 million in 2023 and the company employs more than 2,100 experts. Sitowise Group Plc is listed on Nasdaq Helsinki under the trading symbol SITOWS.