Incentive program
Long-term incentive program for management
The Extraordinary General Meeting in the Company on 3 June 2021 resolved to issue warrants as a part of the implementation of an incentive program (“LTIP 2021/2024”) for existing and potential future senior executives and other key employees in the Group, 12 employees in total (the “Participants”). In total, LTIP 2021/2024 will comprise a maximum of 729,153 warrants. The warrants will be issued to the Participants or a Group company and subsequently transferred to the Participants at fair market value, which will be set by PricewaterhouseCoopers in accordance with the Black & Scholes valuation method at the time of transfer.
The number of warrants per Participant will vary depending on the Participant’s position within the Group. The maximum number of warrants that each of the Participants in the Executive Management will be allowed to acquire is specified in the table below.
| Participant | Warrants | % of program |
| Peter Lundström | 227 205 | 31,2% |
| Fredrik Herlitz | 72 292 | 9,9% |
| Linda Ekman | 72 292 | 9,9% |
| Viktoria Lindstrand | 72 292 | 9,9% |
| Lars Nyman | 72 292 | 9,9% |
| Lena Oskarsson Engberg | 48 195 | 6,6% |
| Jens Michael Povlsen | 48 195 | 6,6% |
| Erik Zimmerman | 48 195 | 6,6% |
| Louis Obaro Andrew | 48 195 | 6,6% |
| Nicholas Laroche | 20 000 | 2,7% |
| Total LTIP 2021/2024 | 59 313 529 | 100% |
The warrants can be exercised during the period 1 May – 10 June 2024. The strike price of the warrants will correspond to 120 percent of the Offering Price, i.e. SEK 40.8.
The terms and conditions of the warrants include customary recalculation provisions relating to, among other things, dividends that are distributed before the time of exercise of the warrants. The Company has reserved the right to repurchase the warrants if, for example, the Participant wishes to sell the warrants to a third party or if the Participant’s employment is terminated.
Assuming that all 729,153 warrants in LTIP 2021/2024 are exercised for subscription of new shares, the share capital of the Company will increase by approximately SEK 27,05.67, corresponding to approximately 1.2 percent of the Company’s share capital after completion of the Offering.
Since the warrants are transferred at fair market value, the Company assesses that any potential costs for social charges associated with the program will be limited. The costs related to the program will accordingly mostly consist of limited costs for the implementation and administration of the program.
Long-term incentive program for the board of directors
The Extraordinary General Meeting in the Company on 3 June 2021 resolved to issue warrants as a part of the implementation of an incentive program (“LTIP 2021/2025”) for existing directors in the Company (the “Board Participants”). In total, LTIP 2021/2025 will comprise a maximum of 504,899 warrants. The warrants will be issued to a Group company and subsequently transferred to the Board Participants at fair market value, which will be set by PricewaterhouseCoopers in accordance with the Black & Scholes valuation method at the time of transfer.
The maximum number of warrants that each of the Board Participants of the Board of Directors will be allowed to acquire is specified in the table below.
The warrants can be exercised during the period 1 May – 10 June 2025. The strike price of the warrants will correspond to 110 percent of the Offering Price, i.e., SEK 37.4.
The terms and conditions of the warrants include customary recalculation provisions relating to, among other things, dividends that are distributed before the time of exercise of the warrants. The Company has reserved the right to repurchase the warrants if, for example, the Board Participant wishes to sell the warrants to a third party or if the Board Participant’s board assignment is terminated. Assuming that all 504,899 warrants in LTIP 2021/2025 are exercised for subscription of new shares, the share capital of the Company will increase by SEK approximately SEK 18,699.96, corresponding to 0.9 percent of the Company’s share capital after completion of the Offering.
Since the warrants are transferred at fair market value, the Company assesses that any potential costs for social charges associated with the program will be limited. The costs related to the program will accordingly mostly consist of limited costs for the implementation and administration of the program.
