Share-related incentive programs

LTI 2020

At the Resurs Holding Annual General Meeting held on 17 June 2020, it was resolved to issue warrants as part of an incentive program for management and key employees, series 2020/2023 (“LTI 2020”).   LTI 2020 comprises maximum 3 200 000 warrants which maximum 45 participants can be offered to acquire. Each warrant initially entitles to subscription of one share in the company. The warrants have been issued to and subscribed for by Resurs’s subsidiary Resurs Förvaltning Norden AB, and the participants in LTI 2020 have acquired warrants from this subsidiary at market price. Each holder of warrants in series 2016/2020 i.e. LTI 2016, see below, that is still employed has had the right to acquire warrants corresponding to maximum the number of warrants in LTI 2016 the participant transfer in the repurchase offer that the Annual General Meeting 2020 decided on. In addition, maximum 15 new key employees may be offered to participate in LTI 2020.

As per 30 June 2020, LTI 2020 comprises 1 775 000 warrants which 27 participants have acquired at market price.

Subscription for new shares by exercising warrants in series 2020/2023 may take place during the following subscription periods; the two-week period commencing immediately after the latest of (a) the day of the announcement of the interim report for the first quarter of 2023 and (b) the second trading day after the company’s Annual General Meeting 2023, (ii) the two-week period commencing immediately after the day of the announcement of the company’s interim report for the second quarter of 2023, and (iii) from the day of the announcement of company’s interim report for the third quarter of 2023 up to and including 30 November 2023. Irrespective of what is stated above, subscription can take place from 24 November 2023 up to and including 30 November 2023.

The warrants in LTI 2020 entitle to subscription for new shares in Resurs at a subscription price of SEK 50,20 per share, corresponding to 131.9 per cent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during a period of five trading days calculated from and including the day after the Board directed the offer to acquire warrants to the Participants. If, when subscribing for shares, the latest price paid for the company’s share at the closing of Nasdaq Stockholm on the trading day that immediately precedes the subscription exceeds 146.1 per cent of the subscription price according to the above, the subscription price will be increased with an amount corresponding to the amount of the mentioned closing price which exceeds 146.1 per cent of the subscription price.

LTI 2019

At the Resurs Holding Annual General Meeting held on 25 April 2019, it was resolved to issue warrants as part of an incentive program for management and key employees, series 2019/2022 (“LTI 2019”). The LTI 2019 comprises, as per 30 June 2020, total 1 262 749 warrants which 20 participants have acquired to market price. Each warrant initially entitles to subscription of one share in the company.

The warrants have been issued to and subscribed for by Resurs’s subsidiary Resurs Förvaltning Norden AB, and the participants in LTI 2019 have acquired warrants from this subsidiary at market price. Each participant has had the right to acquire warrants corresponding to the proceeds which the participant received through the transfer of warrants in series 2016/2019 (i.e. LTI 2016, see below) and not more than the number of warrants which the participant transferred in the repurchase offer that the Annual General Meeting 2019 decided on.

Subscription for new shares by exercising warrants in LTI 2019 may take place during the following subscription periods; the two-week period commencing immediately after the latest of (a) the day of the announcement of the interim report for the first quarter of 2022 and (b) the second trading day after the company’s Annual General Meeting 2022, (ii) the two-week period commencing immediately after the day of the announcement of the company’s interim report for the second quarter of 2022, and (iii) from the day of the announcement of company’s interim report for the third quarter of 2022 up to and including 30 November 2022. Irrespective of what is stated above, subscription can take place from 24 November 2022 up to and including 30 November 2022.

The warrants in LTI 2019 entitle to subscription for new shares in Resurs at a subscription price of SEK 75.60 per share, corresponding to 131.9 per cent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during a period of five trading days calculated from and including the day after the Board directed the offer to acquire warrants to the Participants. If, when subscribing for shares, the latest price paid for the company’s share at the closing of Nasdaq Stockholm on the trading day that immediately precedes the subscription exceeds 146.1 per cent of the subscription price according to the above, the subscription price will be increased with an amount corresponding to the amount of the mentioned closing price which exceeds 146.1 per cent of the subscription price.

LTI 2016

In connection to the IPO of Resurs Holding AB in 2016, two programs, warrants of series 2016/2019 and series 2016/2020 (jointly “LTI 2016”) were launched, which comprised a maximum of 4,000,000 warrants each. These warrants have and may be subscribed for during three subscription periods during 2019 and 2020 respectively.  49 employees in total have participated in LTI 2016.

The warrants in series 2016/2019 expired in 2019. Some of the participants chose to invest in LTI 2019, see above.

The warrants in series 2016/2020 will expire during 2020. Some participants have during the first subscription period 2020 transferred their warrants in series 2016/2020 and invested in LTI 2020, see above. After the first subscription period, 1 995 000 warrants are outstanding in LTI 2016 and these are held by 17 holders.

The exercise price for series 2016/2020 corresponds to 142.5 percent of the offering price in the IPO of Resurs Holding. Furthermore, if at the time of subscription, the last price paid for the Company’s Shares on the closing of the stock exchange on the trading day preceding the subscription of new Shares exceeds 162.4 percent of the determined exercise price, the exercise price shall be increased with an amount corresponding to an amount of the said price which exceeds 162.4 percent of the exercise price. After the adjustment made as a result of cash dividends paid, each warrant in series 2016/2020 entitles the holder to subscribe for 1.23 shares and the subscription price amounts to SEK 64,10 per share.

The number of warrants per series

Below is a summary of the maximum number of warrants that may be issued in series 2016/2020, 2019/2022 and 2020/2023, and the current number of outstanding warrants (i.e. the number of warrants actually acquired by participants, with deductions for repurchased warrants/cancelled warrants).

Series Maximum number of warrants Outstanding warrants
2016/2020 4,000,000 1,995,000
2019/2022 2,840,000 1,262,749
2020/2023 3,200,000 1,775,000

The number of warrants that each member of the group management holds is set out in the section “Group Management”.