SATS ASA: Results of the share investment program for employees and board members

Reference is made to the stock exchange announcement published by SATS ASA (the "Company", and, together with its subsidiaries, the "SATS Group", OSE ticker "SATS") on 11 February 2025, regarding the resolution by the board of directors of the Company to implement a new share investment program (the "Share Investment Program") for all employees of the SATS Group (the "Eligible Employees") and the proposal by the nomination committee of the Company to include the members of the board of directors in such program.
 
The application period for the Share Investment Program expired today, on 14 February 2025 at 16:30 hours (CET).
 
223 participants in the Share Investment Program have applied for, and been allocated, in total 2,094,198 shares (the "Shares") in the Company. The Shares will be settled in the form of existing shares in the Company listed on the Oslo Stock Exchange, held in treasury. In order to secure delivery of Offer Shares to all participants in the Share Investment Programme, the Company will use a combination of 186,541 shares already held in treasury and a portion of the shares from the announced share buyback program. Reference is made to the stock exchange announcement by the Company published on 11 February 2025, regarding such share buyback program.
 
The offer price for the Shares has been set to NOK 23.34, which equals the volume-weighted average trading price for the Company’s shares on the Oslo Stock Exchange during the 10 trading days' period up to, and including, 13 February 2025 (NOK 29.18), with a reduction of 20%, which reflects the value reducing effect of the three-year lock-up period applicable to the Shares (calculated using the Black & Scholes model).
 
To facilitate certain of the Eligible Employees' participation in the Share Investment Program, the board of directors has resolved that the Company will grant such participants a loan to finance parts of their investment under the Share Investment Program. 11 Eligible Employees will receive 621,150.5 shares settled through such loans, conditional upon the 2025 annual general meeting to be held on or about 28 April 2025 approving such loans in accordance with Section 8-10 (4) of the Norwegian Public Limited Liability Companies Act. The loans will be on market terms, interest bearing and with security in the Offer Shares acquired by the relevant Eligible Employees' under the Share Investment Program. The loans will be provided to the Eligible Employees' wholly owned holding companies which will acquire the Offer Shares. A report and statement regarding the loans will be announced in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). More information about the loans will also be provided in the notice for the AGM. Delivery of Shares to participants being members of the board of directors is also conditional upon approval by the 2025 annual general meeting.
 
As part of the Share Investment Program, certain Eligible Employees may also, after a three-year vesting period, be awarded additional shares in the Company without consideration ("Matching Shares"). The Matching Shares will, subject to certain conditions being fulfilled, be awarded in the ratio of 0.33:1 based on the number of Offer Shares acquired under the Share Investment Program above an initial investment of NOK 15,000. The Matching Shares will be subject to a one-year lock-up period.
 
 
For further information, please contact:
Cecilie Elde, Chief Financial Officer, phone: +47 924 14 195
Stine Klund, Nordic Investor Relations & Business Development Manager, phone: +47 986 99 259
 
 
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.