Festi hf.: Allocation of share options

At Festi Board meeting on October 30, 2024, a decision was made to grant certain key employees of the Group share options covering a total of 990,000 shares in the Company.

Share option agreements for the allocated shares were signed today, October 31, 2024. Their terms are in accordance with the resolution of the Festi Annual General Meeting on March 6, 2024, approving a share option program for the CEO, senior management and key employees of the Group and the Company's Remuneration Policy, which is attached. The total number of shares that may be allocated based on the share option program is 5,500,000. The purpose of granting share options is to align the long-term incentives of the Group's management with its performance and long-term goals, and thus the long-term interests of its shareholders.

The main terms of the share option agreements are as follows:

• Share options are granted at the base price of ISK 230.75 per share, which is the weighted average price of the Company's shares over the last ten whole trading days on the main market of Nasdaq Iceland prior to the allocation date. The base price will increase annually by 5.5%, i.e. from the conclusion of the share option agreements until the first possible exercise date during each exercise period. The base price shall also be adjusted (downward) for future dividend payments and the corresponding distribution of the Company's assets to shareholders.
• The share options will vest over a period of three years from the conclusion of the share option agreements.
• After the vesting period, share options will be exercisable in three stages, spread over one year. Option holders can defer the exercise of vested options until the next exercise period to the extent that if a share option has not been exercised after the third exercise period, the share option will expire.  

• Share options will generally expire if the option holder's employment relationship with the Company is terminated before the end of the vesting period.
• The Company is not permitted to grant loans or guarantees of any kind in connection with the share option scheme.

Following the allocation of the share options, the total number of outstanding share options according to the share option program for key employees will cover 5,355,000 shares, or 1.72% of the Company's issued share capital, which Festi has granted to 46 employees in the Group. The estimated total expense (charge) for the share options, based on the Black Scholes model, amounts to ISK 127 million which will be expensed over the life of the contracts.

Information is attached on share options that have been granted to the Executive management of Festi.

Attachments

• Kaupréttaráætlun fyrir forstjóra, æðstu stjórnendur og lykilstarfsmenn Festi hf. og dótturfélaga
• Starfskjarastefna Festi hf.
• Tilkynning_Karen Ósk Gylfadóttir