Bli medlem
Bli medlem

Du är här

2014-03-18

The Board of Directors of Cavotec proposes the continuation of the longterm incentive program

The Board of Directors of Cavotec proposes the continuation of the longterm
incentive program

Purpose and Background At the 2013 AGM the Board of Directors of Cavotec SA
(“Cavotec”) resolved to implement a longterm incentive plan for selected
employees of the Cavotec group in the form of an annually offered
share-matching plan (the “Plan”). The purpose of the Plan is to provide
selected key employees with an opportunity to become shareholders of Cavotec
and to participate in the future long-term prosperity of Cavotec; thus
fostering a managing shareholder culture. Furthermore, it is intended that the
Plan will attract, motivate and retain key employees, as well as, rewarding
them for their contribution to business success.

The Plan shall be implemented, centrally administered and maintained by the
Board of Directors. The Board of Directors may appoint a plan administrator who
is responsible for the administration of the Plan. The Remuneration Committee
shall be responsible for the structuring and operation of the Plan (including
addressing and/or resolving all questions arising under the Plan).

Eligible employees

The eligible employees will consist of the members of the Executive Management
Committee and selected senior management. From the eligible employees, the
Board of Directors, in its sole discretion and after consultation with the CEO
of Cavotec, will each year separately determine who shall be entitled to
participate in the Plan. The right to participate in the Plan in a particular
financial year is limited to those employees who have been formally invited.

Co-investment Shares

A participant in the Plan (the “Participant”) has the possibility, but is not
obligated, to purchase shares at fair value in the stock market (“Co-investment
Shares”) during a defined period for the respective Plan. The maximum number of
shares that can qualify as Co-investment Shares are determined by the Board of
Directors at its sole discretion, but is capped at 10 per cent of the
Participant’s annual base salary. Shares that are not purchased during the
determined period or that are purchased during the determined period but exceed
the maximum number of the individually allowed Co-investment Shares will not
qualify as Co-investment Shares.

The Co-investment Shares purchased under the Plan are subject to a holding
period of approximately 3 years (the date when the holding period ends will be
known as the “Matching Date”). The Board of Directors defines the exact
Matching Date.

The Participant has full share ownership rights over the Co-investment Shares
and they may be disposed of, sold, donated, pledged or transferred in any way
during the holding period. The participant is, however, obliged to notify the
plan administrator of any changes.

The size of the Matching Bonus

The Participant is entitled to obtain a bonus (the “Matching Bonus”)according
to the terms and conditions of the Plan, provided that the Participant is
employed in the Cavotec Group on the Matching Date.

The amount of the Matching Bonus depends on the number of Co-investment Shares
still held by the Participant on the Matching Date, as well as, on the
achievement of the predetermined target for revenue (the “Revenue Target”) and
the predetermined target for the EBIT margin (the “EBIT Margin Target”); where
the minimum amount of the Matching Bonus will be equal to the average closing
price of the shares during the last 10 trading days before the Matching Date
(the “Value of Share at Matching Date”) multiplied by the number of
Co-investment Shares held on the Matching Date (irrespective of the Revenue
Target or the EBIT Margin Target achievement results). The maximum amount of
the Matching Bonus will be equal to four times the Value of Share at Matching
Date multiplied with the number of Co-investment Shares held on the Matching
Date. The verification of whether the Revenue Target and EBIT Margin Target
have been achieved is based on the reported and approved numbers of the
respective financial years.

Form of the Matching Bonus

The Participant can elect for a payout of the Matching Bonus as a cash payout
that equals the amount of the Matching Bonus or a payout in the form of shares
(“Matching Shares”). For a payout in the form of shares the following
calculation shall be used:

Number of Matching Shares = (Matching Bonus / ( 0.9 x Value of Share at
Matching Date ) )

where the number of Matching Shares allocated to the Participant will be
rounded up to the next full number in the case that the calculation does not
results in a full number of shares. Thus, the value of the Matching Shares
equals approximately 1.11 times the value of the Matching Bonus.

Funding of the Matching Bonus

Cavotec shall make available the required amount in cash and the required
number of shares for the Matching Bonus, which the Participants may acquire,
based on the Plan. However, Cavotec will not segregate any cash or any shares,
which may at any time, be needed under the Plan, and the Plan shall constitute
an unfunded plan of Cavotec. However, please refer to Item 5 in the Notice of
the Ordinary General Meeting 2014 for more information regarding the creation
of contingent share capital in relation to the Plan.

Shares not allocated to the Participants

In case not all of the shares that the Board of Directors has made available
for the Matching Bonus are allocated to the Participants, the Board of
Directors can decide in its sole discretion at the request of the Remuneration
Committee to offer the remaining Matching Shares on a pro-quota basis to the
Participants who have been allocated their Matching Bonus in the form of
Matching

Shares under the respective Plan

The pro-quota number of offered remaining Matching Shares is calculated as
follows:

Number of remaining Matching Shares = ( (Total number of remaining Matching
Shares x number of Matching Shares allocated to Participant ) / Total number of
Matching Shares allocated in form of Matching Bonus)

In case the calculation does not result in a full number of shares, then the
number of offered remaining Matching Shares will be rounded down to the next
full number. The Participant has the possibility but is not obligated to
purchase the offered remaining Matching Shares from Cavotec at the Value of
Share at Matching Date less a discount of ten per cent.

All offered remaining Matching Shares that have not been purchased by the
Participants, will not be offered a second time as remaining Matching Shares to
the Participants under the Respective Plan.

Costs for the Plan and dilution

The maximum dilution for shareholders in Cavotec as a result of the Plan is 1%
(one per cent). This is related to the creation of contingent share capital in
Cavotec. Please refer to Item 5 in the Notice of the Ordinary General Meeting
2014 for more information on the exact figures for the creation of the
contingent share capital.

The maximum cost for Cavotec for the duration of the Plan (excluding social
security payments), based on the assumptions that all targets are met, that all
participants in the Plan elect for a payout of their Matching Bonus in the form
of shares and on a share price of SEK 29.50, will be approximately EUR 2.375
million (which equals approximately SEK 21.0 million, based on an exchange rate
of EUR/SEK of 8.86). The Plan will not be hedged.

The plan is supposed to be offered each year, both to the initial incumbents
and to new managers as suggested by the CEO and agreed upon by the Board, after
consultation with the remuneration committee. Such consultations and decisions
will take place prior to the 2014 OGM.

The 2014 plan will follow the same rules as the 2013 plan.

ENDS

For further details on this material:

Michael Scheepers

Director Investor Relations & Corporate Communications

michael.scheepers@cavotec.com

Författare SSE

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.