Tecnotree Board of Directors approves the Long-Term Incentive (LTI) plan for 2024 -2027, additional RSUs and the issuance of shares to Tecnotree

Tecnotree announced today that its Board of Directors has approved the company's employee long-term incentive program for 2024-2027 (the "LTI Plan 4") designed to align the participants' focus with Tecnotree's growth strategy and long-term success. The LTI Plan 4 includes the following instrument:

Restricted Share Units (RSUs) giving a contractual right to receive shares over the next 3 year period as per an equated annual vesting schedule.

LTI Plan 4 Objective

The incentive plan aims to keep pace with the market and leverage this plan to retain top talent and attract key talent from the market. The LTI Plan 4 commits the key employees to the implementation of the company's strategy and offers them a competitive incentive plan based on accumulation of the company's shares. Additionally, the LTI Plan 4 also ensures business continuity for customers and is a performance-based plan.

LTI Plan 4 Coverage

Restricted Share Units (RSUs) are granted to Tecnotree key employees for purposes related to retention and recruitment to ensure that Tecnotree is able to retain and recruit the talent which are critical for the future success of the company. The incentive program would currently cover 248 employees in total.

LTI Plan 4  Timetable

Under the LTI Plan 4, the RSUs are divided into 3 annual tranches spread over 3 years, each tranche consisting of one third of the RSUs granted.

LTI Plan 4 - Quantum of Shares

The grant under the LTI Plan 4 could result in an aggregate maximum number of 700,000 Tecnotree shares being granted to Tecnotree employees. At the current share price of EUR 5.21 (as the approximate average in June 2024) the aggregate value of the LTI Plan 4 is approximately EUR 3.6 million.

Share issuance for the settlement of shares for the purpose of the LTI Plan 4

Tecnotree's Board of Directors has resolved to issue, without consideration 700,000 Tecnotree shares to Tecnotree to be later used to fulfil the company's obligations under the LTI Plan 4. The resolution to issue shares is based on the authorization granted to the Board of Directors by the Annual General Meeting on 15 April 2024 (General Authorization).

Additional RSUs

In addition to the LTI Plan 4, additional Restricted Share Units ("Additional RSUs") were also granted by the Board to the employees and other key persons for purposes related to retention and recruitment to ensure that Tecnotree can retain and incentivize talent, who are business associates of Tecnotree and are critical for the future success of the company. These additional RSUs will cover an additional 112 persons in total.

Share issuance for the settlement of Additional RSUs:

Tecnotree's Board of Directors has resolved to issue, without consideration 400,000 Tecnotree shares to Tecnotree to be later used to fulfil the company's obligations for the settlement of Additional RSUs -. The resolution to issue shares is based on the authorization granted to the Board of Directors by the Annual General Meeting on 15 April 2024 (General Authorization).

Dilution effect

Once the 1,100,000 shares (LTI Plan 4 and Additional RSUs) are issued to the company for the above purposes, and have been registered with the Trade Register, the company will have in aggregate 17,053,250 shares. The new shares represent approximately 6.45% of all the shares after the share issue.

The year-wise dilution for the LTI Plan 4 will be as follows:

• In 2025, approximately 233,333 shares will vest, resulting in a dilution of 1.37% of the total shares.

• In 2026, approximately 233,333 shares will vest, resulting in a dilution of 1.37% of the total shares.

• In 2027, approximately 233,334 shares will vest, resulting in a dilution of 1.37% of the total shares.