THE BOARD OF DIRECTORS OF CANATU PLC HAS RESOLVED TO ESTABLISH A NEW SHARE-BASED INCENTIVE PLAN FOR KEY EMPLOYEES OF THE GROUP AND A NEW EMPLOYEE SHARE SAVINGS PLAN
Canatu Plc Company Release 9 December 2024 at 6:00 pm EET
THE BOARD OF DIRECTORS OF CANATU PLC HAS RESOLVED TO ESTABLISH A NEW SHARE-BASED INCENTIVE PLAN FOR KEY EMPLOYEES OF THE GROUP AND A NEW EMPLOYEE SHARE SAVINGS PLAN
Performance Share Plan
The Board of Directors of Canatu Plc (the “Company”) has today resolved to establish a new share-based incentive plan for key employees of the group, the Performance Share Plan 2025-2028 (the “PSP”). The purpose of the PSP is to align the interests of the Company’s shareholders and key employees to increase the Company’s value in the long-term, to retain the key employees at the Company and to offer them a competitive incentive plan based on earning and accumulating the Company’s shares.
The PSP consists of one performance period which commences on 1 January 2025 and ends on 31 December 2028. The performance period includes two (2) measurement periods. The first measurement period commences on 1 January 2025 and ends on 31 December 2027, and the second measurement period commences on 1 January 2028 and ends on 31 December 2028.
Pursuant to the PSP, the target key employee group has an opportunity to earn the Company’s series A shares based on the Company’s performance during the performance period 2025-2028. The performance criterion of the PSP is based on total shareholder return (TSR), determined by reference to the price of the Company’s series A share. The performance levels for TSR are EUR 14, 18, 22 and 30, calculated as the price of the Company’s series A share, added by any distribution of funds per share. The potential rewards from the PSP will be paid in two instalments after the end of each measurement period so that the first installment will be paid by 31 March 2028 and the second installment by 31 March 2029 at the latest.
If the maximum targets set for the performance criteria for the PSP are met, the value of the rewards to be paid on the basis of the PSP corresponds to a maximum total of 2,189,295 series A shares of the Company, including a proportion to be paid in cash. The achievement of the performance criteria set by the Board of Directors will determine the proportion of the maximum reward that will be paid to a participant. The target key employee group for the PSP will in total consist of approximately 50 key employees, including the members of the Management Team and the Managing Director.
A Management Team member must pursuant to the PSP hold 50 per cent of the received net reward shares until the value of the Management Team member’s total shareholding in the Company equals 50 per cent of their annual base salary for the calendar year preceding the payment of the reward. Respectively, the Managing Director must pursuant to the PSP hold 50 per cent of the received net reward shares until the value of the Managing Director’s total shareholding in the Company equals the Managing Director’s annual base salary for the preceding calendar year. Such number of the Company’s shares must be held as long as the participant continues to be a member of the Management Team or the Managing Director.
The potential rewards from the PSP will be paid partly in the Company’s series A shares and partly in cash. The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward to the key employee. As a starting point, no reward will be paid if the key employee’s employment or director contract terminates before the confirmation of the reward.
Employee Share Savings Plan
The Board of Directors of Canatu Plc has today also resolved to establish a new Employee Share Savings Plan (the “ESSP”) for the employees of Canatu Plc and its subsidiaries and to launch the first plan period for the years 2025–2027 under the ESSP.
The purpose of the ESSP is to encourage the employees to acquire and own the Company’s shares. It is further intended to align the interests of the shareholders and the employees, as well as increasing employees’ motivation and long-term commitment to the Company.
The ESSP is intended to consist of plan periods commencing in 2025, 2026 and 2026, each with a 12-month savings period followed by a holding period of approximately two years. The Board of Directors will resolve annually on the launch of a new plan period. Participation in the ESSP is voluntary, and employees are invited to participate in each plan period separately.
The first plan period 2025–2027 under the ESSP will begin on 1 March 2025 and end on 31 December 2027. The first savings period ends on 28 February 2026. The holding period begins at the first acquisition of savings shares. During the plan period 2025–2027, the ESSP is offered to approximately 135 employees of the Group, including the management team and the CEO.
As part of the ESSP, the employees will have an opportunity to save a proportion of their salaries and invest those savings in the Company’s series A shares. The savings during the plan period 2025–2027 will be used to acquire series A shares in the Company in two parts, after the publication of the Company’s half-yearly financial report for the first half of 2025 and the annual financial statement for the year 2025.
During the plan period 2025–2027, the Company will give the ESSP participants participating only in the ESSP Plan, as a reward for their commitment, one free matching share (gross) for each two savings shares acquired with savings and one additional matching share (gross) for each two savings shares acquired with savings if the Company’s highest criterion for the total shareholder return of the series A share is met before the end of the holding period. Employees who also participate in the PSP, on the other hand, will receive one free matching share (gross) for every three savings shares acquired with savings and are not entitled to additional matching shares based on total shareholder return. Continuity of employment and holding of acquired savings shares for the duration of the holding period ending on 31 December 2027 are prerequisites for receiving the award.
The potential reward will be paid partly in shares and partly in cash after the end of the holding period. The cash proportion is intended to cover taxes and statutory social security contributions arising from the reward. Matching shares will be freely transferable after they have been registered in a participant’s book-entry account. Savings shares and matching shares are Canatu’s series A shares.
The maximum number of matching shares (gross before taxes) for the first plan period 2025–2027 is approximately 36,133, calculated at the share price on 25 November 2024. The final number of matching shares depends on the employees’ participation and savings rate in the plan, the fulfilment of the prerequisites for receiving matching shares and the number of shares acquired from the market with savings.
CANATU PLC
Board of Directors
Additional information
Timo Ahopelto
Chair of the Board of Directors
tel. +358 40 056 9628
Certified Adviser
Carnegie Investment Bank AB (publ)
tel. +46 (0)73 856 42 65
About Canatu
Canatu (CANATU, Nasdaq First North, Finland) is a fast-growing deep technology company creating advanced carbon nanotubes (Canatu CNTs), related products, and manufacturing equipment for the semiconductor, automotive, and medical diagnostics industries. Canatu partners with forerunner companies, together transforming products for better tomorrows with nano carbon.
Canatu’s versatile platform technology has broad potential applications. Its current core includes CNT membranes for extreme ultraviolet (EUV) processes in the semiconductor industry, enabling the manufacturing of the most advanced chips, as well as film heaters for advanced driver-assistance systems (ADAS) in the automotive industry. Additionally, electrochemical sensors for medical diagnostics are in the development phase. Canatu’s patented CNT reactors and Dry DepositionTM method yield clean and pristine CNTs. The company operates through two business models: selling CNT products directly, as well as selling CNT reactors and licensing the related technology so that customers can produce CNT products under a limited license.
Headquartered in Finland, Canatu also operates in the US, Japan, and Taiwan. Founded in 2004 as a spin-off from Aalto University’s Nanomaterials Group, Canatu currently has around 130 employees representing over 30 nationalities, with 20 percent holding or pursuing doctorates. Discover more at www.canatu.com and follow us on LinkedIn.