Teleste Oyj — Share Issue/Capital Change 2025

Feb 11, 2025

Teleste establishes a new share-based long-term incentive program

Teleste establishes a new share-based long-term incentive program

Teleste Corporation
Stock Exchange Release
February 11, 2025, at 9:00 a.m. EET

TELESTE ESTABLISHES A NEW SHARE-BASED LONG-TERM INCENTIVE PROGRAM

The Board of Directors of Teleste Corporation has decided to establish a new
share-based program that includes three new share-based incentive plans (LTI
2025 Program) for the key employees of Teleste.

The objective of LTI 2025 Program is to align goals and interests of the key
employees and Teleste shareholders by creating a long-term equity interest for
the key employees and, thus, to increase the company value in the long term as
well as to drive performance culture, to retain key employees and to offer the
key employees with competitive performance-based compensation.

The Board of Directors has approved approximately 38 key employees as eligible
for participating in the LTI 2025 Program.

Matching Share Plan

The Matching Share Plan 2025 consists of one matching period, covering the
financial year of 2025-2027 respectively. In the plan, the target group is given
an opportunity to receive matching shares for their personal investment in
Teleste Corporation shares. The rewards based on the plan will be paid after the
end of the matching period.

The gross rewards to be paid on the basis of the matching period 2025-2027
correspond to the value of an approximate maximum total of 114,250 shares of
Teleste Corporation.  The current aggregate maximum value of the matching period
2025—2027, estimated based on the average share price of the last trading day
preceding the date hereof and assuming that the eligible participants fulfil the
afore-mentioned investment requirement in full, is approximately 309,618 euros.

Performance Share Plan

The Performance Share Plan 2025 consists of one performance period, covering the
financial year of 2025-2027.

In the plan, the target group is given an opportunity to earn Teleste
Corporation shares based on performance. The potential rewards based on the plan
will be paid after the end of each performance period.

During the performance period 2025-2027, the rewards are based on the Group's
cumulative earnings per share (EPS) for the financial years 2025-2027 and Total
Shareholder Value (TSR) of the Teleste share for the financial years 2025-2027.

The gross rewards to be paid on the basis of the performance period 2025-2027
correspond to the value of an approximate maximum total of 685,500 shares of
Teleste. In order to be eligible to participate in the performance period, a
person must participate in the matching period 2025—2027 of the Matching Share
Plan.

The current aggregate maximum value of the performance period 2025—2027,
estimated based on the average share price of the last trading day preceding the
date hereof and assuming that the eligible participants fulfil the afore
-mentioned investment requirement for the matching period 2025—2027 of the
Matching Share Plan in full, is approximately 1,857,705 euros.

Restricted Share Plan

The Restricted Share Plan is intended to be used as a tool in situations seen
necessary by the Board of Directors and CEO, for example ensuring retention of
key talents to the Company, attracting new talent or other specific situations.

The gross rewards to be allocated during 2025-2027 on the basis of the
restricted share plan correspond to the value of maximum 50,000 Teleste
Corporation shares. The current aggregate maximum value of the restricted share
plan 2025—2027, estimated based on the average share price of the last trading
day preceding the date hereof is approximately 135,500 euros.

General

The rewards will be paid partly in Teleste Corporation shares and partly in
cash. The cash proportions of the rewards are intended for covering taxes and
tax-related expenses arising from the rewards to the participants. In general,
no reward is paid if the participant's employment or director contract
terminates before the reward payment.

The Board of Directors anticipates that no new shares will be issued in
connection with the LTI 2025 Program and, therefore, the LTI 2025 Program will
have no dilutive effect on the number of the Teleste's registered shares.

The rewards to be paid on the basis of the Performance Share Plan and the
Matching Share Plan will be capped if the limits set by the Board for the
payable reward from the performance period and the matching period 2025—2027 are
reached.

Teleste Corporation

The Board of Directors

Further Information:
Tuomas Vanne, Senior Vice President - Human Resources, Tel. +358 2 2605 611

Distribution:
Nasdaq Helsinki Ltd
Main Media
www.teleste.com

About Teleste
Teleste offers an integrated product and service portfolio that makes it
possible to build and run a better networked society. Our solutions bring
television and broadband services to you, secure your safety in public places
and guide your use of public transport. With solid industry experience and drive
for innovations, we are a leading international company in broadband, security
and information technologies and related services. We connect with our customers
through a global network of offices and partners. In 2024, Teleste's net sales
reached EUR 132.5 million and it had approximately 670 employees. Teleste is
listed on Nasdaq Helsinki. For more information, visit www.teleste.com.