Option programs

Option program 2021

On April 1, 2021, the Company’s Board of Directors decided on a share option program and granted a maximum of 150 000 option rights, and hence entitlement to subscribe to an equal number of the company’s A-series shares. After the combination of the share series, shares of the only share series of the Company can be given based on option rights. The share subscription period for stock options was 3 to 16 March, 2021, and the company’s Board of Directors is entitled to extend the subscription period. The share subscription price for one share is EUR 3.32. The share subscription price per share can be lowered, if, before the subscription of shares, the Company grants new shares to existing shareholders relative to the percentage of their current shareholdings. However, the minimum issue price per share is always at least EUR 0.01. These share acquisitions based on the option programs must take place in the period December 31, 2023 – December 31, 2026.

Share-based incentive plan for key employees 2025

The Board of Directors of Merus Power Plc has resolved to establish a new share-based incentive plan for key employees of the group. The purpose of the plan is to align the interests of the company’s shareholders and key employees to increase the company’s value in the long-term, to commit key employees to implement the company’s strategy, objectives and long-term interest and to offer them a competitive incentive plan based on earning and accumulating the company’s shares.

The Performance Share Plan 2025–2029 consists of three performance periods, covering the financial years 2025–2027, 2026–2028 and 2027–2029 respectively. The Board of Directors will resolve annually on the commencement and details of a performance period.

In the plan, the target group has an opportunity to earn Merus Power Plc’s shares based on performance. The potential rewards from the plan will be paid after the end of each performance period. The potential reward will be paid partly in Merus Power Plc’s shares and partly in cash. The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward to the key employee. As a rule, no reward will be paid if the key employee’s employment or director contract terminates before the reward payment.

The Management Team member must hold 50 per cent of the received shares, until the value of the Management Team member’s total shareholding in Merus Power Plc equals to 50 per cent of their annual base salary for the calendar year preceding the payment of the reward. Respectively, the CEO must hold 50 per cent of the received shares, until the value of the CEO’s total shareholding in Merus Power Plc equals to 100 per cent of the CEO’s annual base salary for the preceding calendar year. Such number of Merus Power Plc’s shares must be held as long as the membership in the Management Team or the position as the CEO continues.

The performance criteria of the first performance period are tied to the company’s Total Shareholder Return, EBITDA margin during financial year 2027 and revenue during financial years 2025–2027. The value of the rewards to be paid on the basis of the first performance period corresponds to a maximum total of 222,000 shares of Merus Power Plc, including also the proportion to be paid in cash. The maximum gross amount of rewards based on the first earning period is a total of EUR 1.25 million, calculated at the closing price on March 13, 2025. The target group of the performance period 2025—2027 consists of approximately 15 key employees, including the members of the Management Team and the CEO.