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With reference to GN's Remuneration Policy which was approved at the annual general meeting on March 13, 2024 and pursuant to which the long-term incentive program from 2025 onward will be based on performance share units (PSUs) to support performance, retention, and alignment of interest with the company’s shareholders, the Board of Directors of GN has adopted the specific terms and conditions of the new PSU plan and made the first grant hereunder.
The participants in the PSU plan can be members of management and certain key employees of the GN group of companies.
The purpose of the PSU plan is to drive performance by offering each participant an opportunity to take part in the value creation and to support the retention of participants to secure a strong commitment to deliver dedicated and focused results intended to achieve and support GN’s long-term objectives. The plan also serves to support sustainable value creation for the shareholders as well as aligning with the interests of GN’s shareholders.
PSUs granted under the PSU Plan will – subject to achievement of the vesting criteria – entitle the participants to a later grant of shares in GN Store Nord A/S or synthetic settlement. The PSUs are subject to a performance period of three financial years and the number of PSUs vesting will be subject to GN’s performance against key performance indicators, e.g. organic revenue growth, EBITA margin and total shareholder return. The key performance indicators and the performance levels for each grant will be determined by the Board based on objective and verifiable criteria and will be linked to GN’s long-term objectives. It is a condition for any PSUs vesting that the minimum performance levels are reached on the key performance indicators for the relevant grant.
GN expects to cover its obligation to deliver any shares upon vesting of PSUs by using treasury shares.
In order to avoid excessive pay-outs in case GN’s share price increases dramatically, the gross return on a grant of PSUs cannot exceed a value equal to four times the gross fixed annual base salary of the individual participant at the time of the grant.
The Board has decided to grant PSUs for 2025 which may, depending on performance against the key performance indicators and number of PSUs vesting, result in the grant of up to a maximum corresponding to 1,517,488 GN shares. The PSUs are subject to a performance and vesting period of three financial years commencing on January 1, 2025 and ending on December 31, 2027. Upon vesting following the publication of the annual report for 2027, GN shares are in accordance with the program delivered to participants free of charge or settled synthetically.