Per Aarsleff A/S : Aarsleff introduces share programme for employees

05.02.2018 - Company announcement

In accordance with the guidelines on incentive remuneration as adopted at the company's annual general meeting on 31 January 2018, the board of directors has decided to introduce a share programme for the executive management and the employees of the company and of some of the company's Danish subsidiaries. The share programme covers both salaried employees as well as hourly-paid employees.

The share programme is introduced with a view to attracting, retaining and motivating the executive management and the employees.

The share programme is a matching share programme where the participants by purchasing B shares in the company at their own cost (investment shares), subject to a three-year vesting period, will be entitled to receive one B share (matching share) in the company free of charge per acquired investment share (1:1).

The participants can obtain the right to matching shares during the calendar years 2018, 2019 and 2020 (the matching shares vest and are awarded in 2021, 2022 and 2023 respectively).

The investment shares can be purchased in each of the mentioned calendar years in a trading window further specified by the board of directors. The participants' purchase and deposit of investment shares are made via Nordea, and the price of investment shares is a weighted average of the company's B share price at which Nordea carries out the transaction of investment shares. In order to participate in the share programme, the executive management and selected executive employees must purchase investment shares in a trading window at an amount corresponding to minimum 5% and maximum 10% of the annual basic salary of the said employee. Other employees can choose to purchase investment shares in a trading window for one of the following amounts: DKK 5,000; DKK 10,000 or DKK 15,000 - however the amount must not exceed 10% of the annual basic salary of the employee in question. In order to participate in the share programme, the employees must have been employed during the entire previous calendar year.

At the expiry of each individual trading window, the participants are automatically entitled to receive one matching share per investment share free of charge. The right to receive matching shares free of charge is subject to a three-year vesting period. At the time of vesting, the participant will automatically receive the relevant number of matching shares. However, the board of directors of the company may at any time decide to carry out a cash settlement instead of awarding matching shares (B shares).

Besides the wish to attract, retain and motivate the executive management and employees, the purpose of the introduction of the share programme is to increase the number of shareholders among executive management and employees to support a long-term value creation for the company.

The conditions for receiving the matching shares are:

- Acquisition of investment shares in the stated trading windows and within the stated maximum amounts

- Three-year vesting period

- The participant is an employee of the company at the time of vesting (or has left the company as a 'good leaver').

The total number of shares of the share programme corresponds to the total number of B shares in the company purchased by the participants at their own cost (investment shares) with a view to being awarded a corresponding number of B shares in the company free of charge (matching shares) (1:1). As the total number of shares of the share programme depends on the number of participants and the amount of investment shares purchased by each participant, it is not possible to calculate the total number of shares of the share programme at present or the market value of the share programme.

The introduction of the share programme does not affect Aarsleff's earnings expectations for the financial year 2017/18.