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Selvita S.A. — Remuneration Information 2021
Apr 20, 2021
5808_rns_2021-04-20_1f48f069-ad87-489d-b498-59abd263409d.html
Remuneration Information
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Declarationof establishing a non-diluting incentive program in the Company for theyears2021-2024
The ManagementBoard of Selvita S.A. ("Company") hereby informs about receiving onApril 20, 2021 a letter of intent from Mr. Paweł Przewięźlikowski - themain shareholder and Supervisory Board Member of the Company("Shareholder"), regarding declaration of donationofpart of the shares held by the Shareholder for the purpose ofestablishing an incentive program for employees and associates of theCompany and certain companies belonging to the Selvita Capital Group("Program").
Keyassumptions of the Program
The Program willinclude a total number of 1.247.720 ordinary shares of the Company("Shares") representing 25% of the Company's shares held by theShareholder.The program willbe implemented by granting the Eligible Persons (as defined below) theright to acquire Shares at a preferential price.
Every person whohas an employment or other professional relationship with the Company orcompanies belonging to Selvita Capital Group (Selvita Services Sp. zo.o.; Selvita Inc.; Selvita Ltd.) will be entitled to participate in theProgram. The list of Program participants will be prepared on the basisof the Shareholder's recommendation and approved by the SupervisoryBoard in relation to the Members of the Management Board of the Companyand by the Management Board of the Company in relation to other persons("Eligible Persons"). Participation in the program will be voluntary.
The Shares willbe donated to the Company by the Shareholder free of charge, and theEligible Persons will be granted a right to acquire Shares at apreferential price ensuring the coverage of the Program costs incurredby the Company,but not more than 1 PLN perShare. The implementation of the Program will not affect the balance ofthe Company's equity.
The EligiblePersons will be obliged to remain in an employment or other professionalrelationship with the Company or company belonging to Selvita CapitalGroup and not to dispose the Shares granted under the Program, within aperiod not less than 12 months and not longer than 36 months from thedate of purchase of the Shares, unless they will be relieved from thatobligation, which may happen on an exceptional basis.
In order toimplement the Program, the Company:
a)hasadopted today the resolution of the Management Board initiating theProgram as proposed by the Shareholder;
b)willimmediately convene the Extraordinary General Meeting of Shareholders ofthe Company, the agenda of which will include the adoption ofresolutions on the establishment of the Incentive Program by the Company;
c)willconclude a Share Donation agreement with the Shareholder no later thanon the day preceding the commencement of the Program by the Company;
d)willconclude agreements with Eligible Persons for participation in theProgram and take all actions necessary to implement the Program, inaccordance with the resolution of the General Meeting after its adoption.
The ManagementBoard of the Company emphasizes that due to the fact that the Shareswill be donated by the Shareholder, as the result of the incentiveProgram the remaining shareholders of the Company will not be diluted.
Goal of theProgram
The purpose ofimplementing the incentive program as proposed will be: i) ensuringoptimal conditions for long-term growth of the Company's value bycreating a broad employee participation shareholding structure; ii)creating an incentive that will motivate employees to act even moreactively in the best interest of the Company and its shareholders andencourage them to stay in a long-term relationship with the Company;iii) building a modern organization in which the increase in the valueof the Company will translate directly into an increase in the wealth ofthe employees and associates of the Company.