Remuneration Information • Jun 15, 2022
Remuneration Information
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Extension of the Long-Term Bonus program
On 15 June 2022, Echo Investment S.A. with itsregistered office in Kielce (the "Company") entered intocontracts with Mr. Rafał Mazurczak (Member of the Company's ManagementBoard), Ms. Małgorzata Turek (Member of the Company's Management Board)and Mr. Waldemar Olbryk (President of the Management Board of ArchicomS.A. with its registered office in Wrocław, which is subsidiary of theCompany) (together as the "Participants" and eachindividually as the "Participant") concerning the terms ofadditional incentive compensation in the form of a long-term bonus(hereinafter the "LTI Contracts"). The awarding of theadditional compensation on the terms defined in the LTI Contractsconforms with the Remuneration Policy adopted in Resolution No. 27 ofthe Company's Annual General Meeting of 13 August 2020.
Under the LTI Contracts, Mr. Rafał Mazurczak, Ms.Małgorzata Turek and Mr. Waldemar Olbryk obtained the right toadditional incentive compensation in the form of a long-term bonus(hereinafter the "Long-Term Bonus"), the amount of whichwill depend on the growth in the Company's goodwill measured by theaggregate amount of dividend disbursed by the Company and the growth inthe price of the Company's shares on the Warsaw Stock Exchange in annualevaluation periods defined in the LTI Contracts. Conclusion of the LTIContracts constitutes an extension of the Long-Term Bonus programexisting in the Company, launch of which was publicly disclosed by theCompany in current report No. 22/2021 published on 21 July 2021.
The LTI Contracts define the rules of determining theamount of the Long-Term bonus based on the growth in the averagesix-month price of the Company's shares calculated for one-year periods,increased by the dividend disbursed by the Company above the initialvalue of a Company share determined at PLN 4.07 per share. The right tothe Long-Term Bonus will be acquired in annual periods over the term ofthe program, i.e., from 31 December 2022 to 31 December 2025, unless amaterial change in the shareholding structure of the Company occursearlier. The amount of the Long-Term Bonus depends on the growth in thevalue of the Company's shares, provided that the amount of the Long-TermBonus (the "Base Value") does not exceed EUR 1 million foreach of the Participants if at the end of the four-year period thegrowth in the average six-month price of the Company's shares increasedby the dividend disbursed during the term of the program exceeds theamount of the initial quotation of the Company's shares by PLN 5.60,i.e., if the aggregate amount of the disbursed dividend increased by theaverage six-month price of the Company's shares reaches the amount ofPLN 9.67 per share. In case of a material change in the shareholdingstructure of the Company, in lieu of the average six-month price of theCompany's shares, the basis for the calculation of the Long-Term Bonuswill be the price received for the Company's shares calculated on thebasis of the price indicated in the transaction resulting in suchmaterial change in the shareholding structure.
In accordance with the LTI Contracts, the duration ofthe program may be extended by a further year (to a five-year total),i.e., until 31 December 2026; in such case the maximum amount of theLong-Term Bonus will be 112.5% of the Base Value if the averagesix-month price of the Company's shares increased by the dividenddisbursed during the five-year evaluation period exceeds the base valueby PLN 6.30, i.e., the aggregate amount of the disbursed dividendincreased by the average six-month price of the Company's shares reachesthe value of PLN 10.37 per share.
The Long-Term Bonus is to be disbursed in the form ofthe Company's shares (whether existing or of a new issue) annually, atthe end of the evaluation period, and should that be impracticable, itwill be disbursed as a lump sump in cash at the end of the four-yearterm (or the five-year term, should the former be extended) of theprogram. In case of a material change in the shareholding structure ofthe Company, the Long-Term Bonus shall be disbursed as a lump sum uponoccurrence of such event.
The LTI Contracts with the Participants also definethe detailed terms of the disbursement of the Long-Term Bonus, as wellas addressing a situation where a Participant forfeits the right toreceive the Long-Term Bonus or a part thereof, in particular in theevent of causing damage to the Company or of taking actions that breachthe relevant provisions of the law or the Company's in-house regulations.
Legal basis:
Article 17 Section 1 of the MAR - inside information
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