AKVA group ASA: Implementation of revised incentive plan, entry of option agreement and mandatory notification of trade
August 26 2022 - 2:15AM
AKVA group ASA: Implementation of revised incentive plan, entry of
option agreement and mandatory notification of trade
The board of directors (the
"Board") of AKVA group ASA
("AKVA" or the "Company") has
resolved to implement a revised incentive plan (the
"Incentive Plan") for senior management of AKVA.
The overall purpose of the revised Incentive Plan is to ensure
aligned interest between senior management employees and
shareholders in the current business environment, and to reward
long-term and dedicated work, which is deemed to be of value to
AKVA and its shareholders. The Incentive Plan replaces the
Company's existing share-based incentive plan for the period
2020-2026. The Incentive Plan participants have agreed that no
payments or allocations will be made under the previous incentive
plan in exchange for their participation in the revised Incentive
Plan. Furthermore, the Board has resolved to enter into a new
option agreement with the Company's CEO Knut Nesse (the
"Option Agreement").
(i) The Incentive Plan:
The Incentive Plan provides for an annual grant
of shares to the Company's senior management employees. The share
grants will vest and shares will be transferred to participants
annually for a period of between three and five years after the
Incentive Plan becomes effective. The annual share grants are
subject to certain conditions being fulfilled, including that the
employee remains employed by the Company, that the Company shows a
positive EBIT for the relevant year, and that no breach of
covenants has occurred and is existing under the Company's external
loans or debt facilities for the relevant year and at the time the
grant is vesting. The shares granted under the Incentive Plan will
be subject to lock-up arrangements, customary leaver conditions, a
change of control trigger clause and other terms set out in the
Incentive Plan.
A total of 499,380 shares will be allocated
under the Incentive Plan gross before deductions to cover
participant income taxes on vested shares. The total net number of
shares that may be transferred to participants on an after tax
basis is approximately 260 000 shares based on current tax rates
etc., and is expected to be covered by the Company's holding of own
shares. The Company currently holds 294 282 own shares.
(ii) The Option Agreement:
Pursuant to the Option Agreement, Knut Nesse is
granted rights to subscribe, or purchase from the Company, up to
80,000 shares in the Company at a subscription price of NOK 70 per
share. The options may be exercised within the period starting on 1
April 2025 and ending on 31 August 2025. The Option Agreement
replaces an option agreement between the Company and Nesse dated 16
August 2019. See the enclosed form for further details.
The Incentive Plan and the Option Agreement will
only become effective upon approval of revised guidelines regarding
determination of salaries and other remuneration to senior
personnel of the Company by the general meeting of the Company. The
Board will propose the necessary changes to the guidelines for
approval at the annual general meeting of the Company in 2023.
Dated: August 26, 2022
AKVA group ASA
Web: www.akvagroup.com
CONTACTS:
Knut Nesse - Chief Executive Office
Phone: +47 51 77 85 00
Mobile: +47 91 37 62 20
E-mail: knesse@akvagroup.com
(mailto:knesse@akvagroup.com)
Ronny Meinkøhn - Chief Financial Officer
Phone: +47 51 77 85 00
Mobile: +47 98 20 67 76
E-mail: rmeinkohn@akvagroup.com
This information is subject to the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act.
***
About AKVA group ASA
AKVA group ASA is a global technology and
service partner that deliver technology and services
that helps solve biological challenges
within the aquaculture industry. Good operational performance
and fish welfare ensures sustainability and profitability for the
customer. This is the premise for everything we deliver, from
single components to services and complete installations. In-depth
aquaculture knowledge, extensive experience and a high capacity for
innovation characterizes and enables us to deliver the best
solutions for both land-based and sea based fish farming.
- Mandatory notification of trade primary insider
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