Stock Exchange Release|28.2.2022

The Board of Directors of Enersense International Plc decided on the Group key employee incentive plans

Enersense International Plc
Stock exchange release 28 February 2022 at 1:15 p.m.

The Board of Directors of Enersense International Plc has approved two new share-based incentive plans directed to the Group key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long-term, to retain the key employees at the company and to offer them competitive incentive plans that are based on earning and accumulating the company’s shares.

The rewards will be paid partly in Enersense International Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and tax-related expenses arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.

Performance Share Plan 2022–2025

The Performance Share Plan 2022–2025 consists of one performance period, covering the financial years 2022–2023.

In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The potential rewards based on the plan will be paid in two equal instalments after the end of the performance period, in 2024 and 2025.

The rewards of the plan are based on the absolute total shareholder return of the company’s share (TSR) for the financial years 2022—2023, on the Group’s cumulative adjusted EBITDA in euro for the financial years 2022—2023 and on the share of renewable and zero emission energy of revenue. The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 211 000 Enersense International Plc shares, also including the proportion to be paid in cash.

Approximately 40 persons, including the President and CEO and other members of the Group Executive Team, belong to the target group of the plan.

The President and CEO of Enersense International Plc and the member of the Group Executive Team must own at least 50 per cent of the shares received as a net reward from the plan, until the value of the President and CEO’s shareholding in Enersense International Plc equals to his annual base salary of the preceding year, and until the value of other Group Executive Team member’s shareholding in Enersense International Plc equals to 50 per cent of their annual base salary of the preceding year. Such number of Enersense International Plc shares must be held as long as the membership in the Group Executive Team continues.

Restricted Share Plan 2022–2024

The reward from the Restricted Share Plan 2022—2024 is based on a valid employment or director contract and on the continuity of the employment or service during a vesting period. The reward will be paid after the end of a 24–36-month vesting period. The plan is intended for selected key employees only.

The rewards to be allocated based on the Restricted Share Plan during the years 2022–2024 correspond to the value of a maximum total of 10 000 Enersense International Plc shares, also including the proportion to be paid in cash.

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