2017-01-31 07:00:48 CET

2017-01-31 07:00:48 CET


REGULATED INFORMATION

English Finnish
DNA Oyj - Other information disclosed according to the rules of the Exchange

DNA's new long-term share-based incentive system for senior executives and other key employees


DNA PLC STOCK EXCHANGE RELEASE JANUARY 31, 2017, 8.00 AM

DNA's Board of Directors has complemented a decision, mentioned in the
prospectus dated 14 November 2016, concerning a new, long-term, share-based
incentive system for senior executives and other key employees. The purpose of
the long-term incentive system is to harmonise shareholders' and senior
executives' goals to increase DNA's value, and to commit executives and other
key employees to DNA by offering them a competitive long-term reward plan in the
company.

The new system mainly consists of a Performance Share Plan (PSP), which the
Board of Directors decided to complement with a separate share-based Bridge Plan
to facilitate the transition period from the long-term share-based incentive
system introduced in 2014 to the new, long-term incentive system that will begin
in 2017. In addition, DNA has a Restricted Share Plan (RSP).

Performance Share Plan (PSP)

The PSP consists of separate, share-based reward programmes that begin annually.
Each programme has a three-year vesting period. The start of each new programme
requires a separate decision by the Board of Directors. The first programme (PSP
2017) starts at the beginning of 2017. Any share-based rewards earned through it
will be paid in the spring of 2020, if the performance targets set by the Board
of Directors are reached.

The first programme will be built on the following performance targets: DNA's
total shareholder return (TSR) compared to a peer group over the period
2017-2019, and DNA's cumulative cash flow in 2017-2019. The first programme has
about 50 participants, and the maximum number of shares to be handed out will be
429,000 (gross amount from which applicable withholding tax will be deduced, and
the remaining net amount will be paid as shares).

Bridge Plan

The Bridge Plan for the transition period consists of two, three-year-long
share-based reward programmes. These programmes have a year-long vesting period
and a two-year restriction period. The programmes will begin in 2017 and 2018.
Any share-based rewards based on the 2017 programme will be handed out in the
spring of 2018, if the performance targets set by the Board of Directors are
reached. Shares received as a reward cannot be transferred during a two-year
restriction period after the vesting period.

The performance targets applicable to the share-based reward system during the
transition period are based on DNA's key strategic objectives for the vesting
periods in question. The first programme has about 50 participants, and the
maximum number of shares to be handed out will be 143,000 (gross amount from
which applicable withholding tax will be deduced, and the remaining net amount
will be paid as shares).

DNA's Board of Directors will later decide, separately, on the persons who will
be selected for the Bridge Plan starting in 2018, its performance targets and
the maximum number of shares that may be handed out.

Restricted Share Plan (RSP)

The restricted share-based reward system can be used as a complementary tool for
committing employees in specific situations, such as during acquisitions and
recruitment. The Restricted Share Plan consists of share-based incentive
programmes that begin every year. Each program consists of a three-year
restriction period, after which the shares allocated in the beginning of each
respective programme are paid to the participants, provided that their
employment DNA continues until the payment of the rewards. The start of each new
programme requires a separate decision by the Board of Directors.

The first program (RSP 2017) will begin in early 2017, and the rewards earned
will be handed out in the spring of 2020. The RSP typically applies to only a
few individuals per year. The maximum number of shares to be handed out under
the first programme (RSP 2017) will be 42,900 (gross amount from which
applicable withholding tax will be deduced, and the remaining net amount will be
paid as shares).

Other terms and conditions

DNA adheres to the recommendation on the shareholdings of the Group Executive
Team. According to the recommendation, each Executive Team member should own a
share in the company, which corresponds to his or her annual fixed gross salary.
In order to achieve the recommended ownership, the Executive Team members must
retain ownership of at least 50 per cent of the shares they have received
through the above-mentioned, share-based incentive systems (calculated based on
the net amount of shares left after deduction of the applicable withholding
tax), until the person's share in DNA is in line with the recommendation.

The maximum amount of rewards payable under the share-based incentive systems is
limited in such a way that a participant's annual share reward may exceed their
annual gross salary three times at a maximum.

The share-based incentive systems described above will not have a dilutive
effect, because no new shares will be issued in connection with them.

More information:
DNA Corporate Communications, tel. +358 44 044 8000, communications@dna.fi

Distribution:
Nasdaq Helsinki
Key media
www.dna.fi



DNA Plc is a Finnish telecommunications group providing high-quality voice, data
and TV services for communication, entertainment and working. DNA is Finland's
largest cable operator and the leading pay TV provider in both cable and
terrestrial networks. For DNA, the key area for growth in corporate business is
the new way of working, independent of time and place, facilitated by smart
terminal devices, diverse communications services and rapid connections. In
2016, DNA recorded net sales of EUR 859 million and an operating profit of EUR
91 million. DNA has more than 3.8 million subscriptions in its fixed and mobile
communications networks. The Group also includes DNA Store, Finland's largest
retail chain selling mobile phones. DNA shares are listed on Nasdaq Helsinki
Ltd. For further information, visit www.dna.fi or follow us on Twitter @DNA_fi,
@DNA_Business and @DNA_Palvelu and Facebook.


[]