Nets A/S: Share-based incentive programmes

Share-based incentive programmes

With reference to the offering circular published by Nets A/S ("Nets") on 13 September 2016 and in accordance with Nets' Remuneration Policy and Incentive Guidelines, as adopted at the extraordinary general meeting held on 9 September 2016, Nets has today implemented a new long-term incentive programme (the "LTIP") and a retention programme (the "Retention Programme") for the Executive Committee and certain other employees. Additionally, Nets plans to award a number of shares to certain employees across the Nets group (the "Employee IPO Award").

The LTIP
Under the LTIP, the Executive Committee and certain other employees may be eligible to receive share options free of payment. A maximum of 0.75% of Nets' share capital may be granted in the form of share options annually in connection with the annual general meeting. Generally, the share options will vest over a three-year performance period based on achievement of certain financial targets as determined by the Board of Directors. The first grant of share options has taken place on 23 September 2016 in connection with the initial public offering and admission to trading and official listing of Nets' shares on Nasdaq Copenhagen A/S (the "IPO"). Accordingly, the first performance period under the LTIP will be less than three years in total as performance will be measured over the course of the financial years 2016, 2017 and 2018. The financial targets for the first grant of share options will be compounded organic growth and accumulated EBITDA before special items. These two financial targets will be weighted equally and vesting will take place on a sliding scale depending on the level of target achievement; however, a minimum level of performance will have to be achieved for vesting to take place. Upon vesting, each vested share option may be exercised over a two-year period during open trading windows following publication of Nets' financial reports. Each vested share option entitles the holder to purchase one share in Nets at a specific exercise price. The exercise price of the first grant under the LTIP will be DKK 165 (being the offer price in the IPO plus 10%). If vested share options are not exercised within the two-year exercise period, they will lapse without compensation.

The Retention Programme
The Retention Programme is a non-recurring programme for the Executive Committee and certain other employees in order to bridge the intermediate period between completion of the IPO and the end of the first vesting period under the LTIP. The participants in the Retention Programme may be granted shares in Nets at the end of a 720-day period after the IPO for an amount equal to 24 months' base salary, provided, among other things, that they have each retained a certain proportion of their existing shareholding in Nets.

The Employee IPO Award
In connection with the IPO, around 2,500 employees in the Nets group will each be awarded shares in Nets worth DKK 25,000.

Nets may cover its obligations to deliver shares under the LTIP and the Retention Programme by issuing new shares and/or bonus shares as well as by acquiring shares in the market to be held in treasury for these purposes. The Nets shares to be delivered under the Employee IPO Award will be covered by issuing bonus shares.

Reference is also made to the offering circular published by Nets on 13 September 2016 for further information on the incentive programmes.

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