Netum Group Plc’s Board of Directors decided on a personnel issue

Netum Group Plc                      Company announcement          2 September 2022 at 1:00 p.m. EEST

 

Netum Group Plc’s Board of Directors decided on a personnel issue 

The Board of Directors of Netum Group Plc has decided on 2 September 2022, based on the authorisation given by the Annual General Meeting on 29 March 2022, to arrange a personnel issue to offer new shares in the company for subscription by the Group's personnel. 

The objective of the personnel issue is to align the objectives of the personnel and Netum Group Plc's shareholders through long-term shareholdings, to increase the value of the company in the long term and to commit the personnel to the company.  

Personnel issue and matching share plan

In the personnel issue, a maximum of 300,000 new shares in the company will be offered for subscription by the personnel of the company and its subsidiaries in deviation from the shareholders' pre-emptive subscription right. The shares offered correspond to approximately 2.6 per cent of all the shares and votes in the company before the personnel issue and approximately 2.5 per cent after the personnel issue, provided that all offer shares are subscribed for in full.

The share subscription price is EUR 3.65 per share. The share subscription price is based on the exchange-weighted average price of the company's share on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd during the period between 1 August 2022–31 August 2022 and a ten (10) per cent discount calculated from it. The average share price during the above period was EUR 4.06 per share. The timing of the share subscription is 5 September 2022–16 September 2022. The subscription must be 500, 1,000 or 2,000 shares. The proceeds from the share issue will be recorded in the reserve for invested unrestricted equity of the company.

The Board of Directors will decide on the approval of subscriptions and the allocation of shares approximately on 23 September 2022. The result of the personnel issue will be announced in a company release after the Board of Directors' decision. 

The personnel issue is accompanied by a matching share plan. The plan has one vesting period, which starts on 1 October 2022 and ends on 31 December 2025. The vesting period includes a waiting period and a performance period.

In the matching share plan, it is possible to earn time-based matching shares after the end of the approximately two-year waiting period and accrual-based matching shares for a three-year vesting period. A prerequisite for receiving matching shares is that the person subscribes for the company's shares in the personnel issue within the limits pre-confirmed by the Board of Directors and that his or her employment or employment relationship with the Group company is valid until the payment of the reward. In addition, the receipt of accrual-based matching shares requires the achievement of the performance criteria set by the Board of Directors. Time-based matching shares will be 0.4 shares per share purchased in the personnel issue and performance-based matching shares a maximum of 0.4 shares per share purchased in the personnel issue.

The earning of accrual-based matching shares is based on the Group's EBITA, % of net sales, which is measured as the average for the years 2023–2025.

The final number of matching shares depends on the number of shares subscribed by the participants and the achievement of the targets set for the earning criteria. The rewards of the plan will be paid partly in the company's shares and partly in cash. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant.

Financing of share subscriptions

As part of the implementation of the personnel issue, the Board of Directors has decided to offer the persons participating in the programme an interest-bearing loan to finance the acquisition of the company's shares, a maximum total of EUR 1,825 per person. The loans must be repaid in full no later than 2 October 2025.

For additional information, please contact:

Netum Group Plc
Matti Mujunen, CEO
+358 40 047 6401
matti.mujunen@netum.fi

Certified advisor:

Evli Oyj
+358 40 579 6210

Netum Group in brief

Netum Group Oyj is a profitably growing IT services company with over 20 years of experience of demanding IT projects. The company offers its public administration and corporate customers its “Legacy to Digi®” concept. This concept enables combining traditional IT solutions with the latest digital applications safely and in a responsible way. Netum's goal is to be the most trusted partner and the preferred employer in the industry. Netum's services include digital service development, system continuity services, integration services, cyber security services as well as management consulting services. Additionally, the company offers applications as SaaS: the electronic message validator “Truugo and the IT asset management system “Netum DUX”. In 2021, Netum Group's revenue was EUR 22.4 million, and the company currently has over 260 employees in Finland.

www.netum.fi