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
Knut Nesse - Chief Executive Office
Phone: +47 51 77 85 00
Mobile: +47 91 37 62 20
E-mail: firstname.lastname@example.org (mailto:email@example.com)
Ronny Meinkøhn - Chief Financial Officer
Phone: +47 51 77 85 00
Mobile: +47 98 20 67 76
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.