01 March 2022

Woodbois Limited

("Woodbois", the "Group" or the "Company")

 Issue of LTIP's

Woodbois Limited (AIM: WBI), the African focused forestry, timber trading, reforestation and carbon credit company, is pleased to announce the grant of options under its Long Term Incentive Plan over ordinary shares in the Company ("LTIP's") intended to harmonise the financial objectives and rewards of key personnel with those of shareholders.

Background

The Company considers the issuing of LTIP's an important component of the remuneration of its leadership team and its key employees. It has consulted with its two largest shareholders on the terms of the Scheme and these awards.

The Company's Remuneration Committee sought to ensure that the performance criteria were both achievable but also demanding. As such, the vesting of the awards is substantially geared towards material improvement in both operating results and share price appreciation as set out in further detail below.  

Quantum of LTIP's and options outstanding

A total of 68.0m LTIP's are being issued to the below detailed directors and to other key personnel, being 2.74% of the total issued share capital (voting and non-voting). Of these 30.0m LTIP's had previously been announced as to be allocated to Federico Tonetti, when he joined the Company as its CEO on 8 November 2021.

Taken together with existing options there will be a total of 182.0m shares outstanding under option representing 7.33% of the current issued share capital (voting and non-voting). The Company has undertaken that it will not have more than 10% of the issued share capital under option at any time. There will be annual reviews of remuneration including share incentives to ensure the best talent is attracted and retained.

Details of the awards to Directors together with their current beneficial holding of voting Ordinary Shares are presented in the following table: 

1.    Issued Share Capital of approximately 2,482.1m shares comprises approximately 1,857.1m voting shares and approximately 625.0m non-voting shares. 

The remaining 26.0m LTIP's are being awarded to other key personnel.

Details of the LTIP awards

The key terms of the LTIP's are as follows:

1. LTIP's are granted under the 2021 Long Term Incentive Plan. They may not be exercised:

-      by Directors before 30 days after the release of the Interim Report for the six months period to 30 June 2025 and for a maximum of 12 months thereafter or;

-      by other LTIP holders before 30 days after the announcement of the audited accounts for the year ended 31 December 2024 and for a maximum of 18 months thereafter;

-      in all cases exercise can only be made if the 30 day volume weighted average price ("VWAP") share price preceding exercise is 6p or more.

2.    An exercise price of 1p per share and a final vesting determination date of 30 days after the announcement of the audited accounts for the year ended 31 December 2024.

3.    Vesting of up to 50% of the LTIP is determined by reference to Total Shareholder Return. The performance criteria sets out that there will be 10% vesting if the VWAP remains above each of 6p, 7p, 8p, 9p and 10p for a period of 30 consecutive days. In order to achieve full vesting of this tranche of half of the Share Options the management team will need to increase the share price by 150% over the current share price.

4.    Vesting of up to 50% of the LTIP is dependent on achieving internal EBITDA targets in each of the financial years 2022-4. Of this tranche 16.66% can vest on achieving each target and there is also a cumulative provision whereby a shortfall (or excess) in one or more years can be offset against other years for the purposes of vesting. For all of these LTIP's to vest there has to be a transformation of the Company's financial performance. 

The Remuneration Committee and the Board are delighted to have the support of its two largest shareholders for these stretching but achievable criteria. The terms are simple to measure and provide strong alignment between all the parties.

Notification and public disclosure of transactions by persons discharging managerial responsibilities/person closely associated

The notifications below are made in accordance with the requirements of the Market Abuse Regulations.