Incentive Program 2023-2028
The annual general meeting held on 23 May 2023 resolved to issue a maximum of 180,000 warrants as part of a long-term incentive programme to employees in accordance with the terms and conditions set out below.
The incentive program includes in total a maximum of 65 current and future employees of the Stendörren Fastigheter Group. Under the incentive program, employees are offered the opportunity to acquire warrants at a market value calculated in accordance with the Black & Scholes valuation formulae. The CEO and Vice President can subscribe for a maximum of 20,000 warrants, other senior executives and the head of strategy a maximum of 8,000 warrants and other employees a maximum of 1,500 warrants. The company’s Board members are not included in the incentive program.
Each warrant entitles the holder, during a period of two weeks from the date of publication of the interim financial report for the period January 1– March 31, 2028, to subscribe for one new ordinary share of class B in the company at an exercise price of SEK 285. The number of shares to which each warrant carries entitlement to subscription and the subscription price for the warrants may be adjusted in accordance with the terms and conditions for the warrants.
Stendörren Fastigheter is entitled to subscribe for all warrants free of charge, after which the warrants are transferred by the company to the participants of the program at a price corresponding to the market value of the warrants on the transfer date. In connection with the transfer of the warrants to the participants, the company and the participants shall enter into an agreement which regulates a vesting model under which 5% of the participants’ warrants are vested every quarter from the date on which the warrants are transferred to the participant. The agreement also regulates that the company reserves the right to repurchase warrants if the participant’s employment or assignment in the Stendörren Fastigheter Group ends, or if the participant wishes to transfer the warrants to another party. The company’s right to repurchase the warrants will vary depending on whether or not the participant’s warrants have been vested.
Based on the existing number of shares and votes in the company as per the date of the notice of the annual general meeting 2023, the incentive program will, upon exercise of all 180,000 warrants, correspond to a dilution per year of approximately 0.1 % of the total number of shares in the company and approximately 0.4 % of the total number of votes in the company, and dilution during the entire duration of the program of approximately 0,6 % of the total number of shares outstanding in the company and approximately 0,4% of the total number of votes in the company. The company and a participant of the program may, however, agree that the company shall repurchase the participant’s warrants for cash payment at the end of the incentive program instead of the participant exercising the warrants to subscribe for new ordinary shares of Class B in the company.
The terms of the company’s other outstanding incentive programme, incentive programme 2020 – 2025, has the corresponding possibility for the company to repurchase participants’ warrants. If incentive programme 2020 – 2025 is included in the calculation, the maximum dilution, provided that the company does not repurchase warrants under either of the two outstanding programmes, amounts to approximately 1.5 percent of the total number of outstanding shares and approximately 0.9 percent of the total number of votes in the company after the programmes have lapsed.
Incentive Program 2020-2025
The Extraordinary General Meeting held on September 30, 2020 adopted a long-term incentive program, including the issue of a maximum of 1,125,000 warrants, in accordance with the terms and conditions presented below.
The incentive program encompasses a total of a maximum of 57 current and future employees of the Stendörren Fastigheter Group. Under the incentive program, employees are offered the opportunity to acquire warrants at a market value calculated in accordance with the Black & Scholes valuation method. The CEO and Vice President can subscribe for a maximum of 250,000 warrants, other senior executives a maximum of 100,000 warrants and other employees a maximum of 2,500 warrants. The company’s Board members are not included in the incentive program.
Each warrant carries entitlement, during a period of two weeks from the date of publication of the interim financial report for the period January 1–September 31, 2025, to subscribe for one new Class B common share in the company at a subscription price of SEK 175. The number of shares to which each warrant carries entitlement to subscription and the subscription price for the warrants may be adjusted in accordance with the terms and conditions for the warrants.
Stendörren Fastigheter is entitled to subscribe for all warrants free of charge, after which the warrants are transferred by the company to the participants of the program at a price corresponding to the market value of the warrants on the transfer date. In connection with the transfer of the warrants to the participants, the company and the participants are to sign an agreement that regulates a vesting model under which 5% of the participants’ warrants are vested every quarter from the date on which the warrants are transferred to the participant. The agreement also regulates that the company reserves the right to repurchase warrants if the participant’s employment or assignment in the Stendörren Fastigheter Group ends, or if the participant wishes to transfer the warrants to another party. The company’s right to repurchase the warrants will vary depending on whether or not the participant’s warrants have been vested.
Based on the existing number of shares and votes in the company as per the date of the notice of the 2020 Extraordinary General Meeting, the incentive program entails, on the exercise of all 1,125,000 warrants, annual dilution of approximately 0.76% of the total number of shares in the company and approximately 0.43% of the total number of votes in the company, and dilution during the entire term of the program of approximately 3.8% of the total number of shares outstanding in the company and approximately 2.2% of the total number of votes in the company. The company and a participant of the program may, however, agree that the company is to repurchase the participant’s warrants for cash payment at the end of the incentive program instead of the participant exercising the warrants to subscribe for new Class B common shares in the company.