Share-related incentive programs

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 (the LTI 2019). The LTI 2019 comprises total 1,375,678 warrants which 22 participants have acquired to market price. Each warrant initially entitles to subscription of one share in the company. The number of warrants that each member of the group management holds is set out in the section “Group Management”.

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. The warrants have been issued in one series (2019/2022). 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. from 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 series 2019/2022 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 5 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

Since the IPO of Resurs Holding AB in 2016 there are, as part of a previous incentive program (LTI 2016), warrants of series 2016/2019 and series 2016/2020, which comprised a maximum of 4,000,000 warrants each. These warrants may be exercised during three exercise periods during 2019 and 2020 respectively (corresponding to the periods applicable for LTI 2019 above). 49 employees in total have participated in LTI 2016. The number of warrants that each member of the group management holds is set out in the section “Group Management”.

The exercise price for series 2016/2019 initially corresponded to 131.9 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 146.1 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 146.1 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 1.19 shares and the subscription price amounts to SEK 61.10 per share.

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 1.19 shares and the subscription price amounts to SEK 66.20 per share.

The number of warrants per series

Below is a summary of the maximum number of warrants that may have been issued in each series, 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
2016/2019 4,000,000 102,500
2016/2020 4,000,000 3,090,000
2019/2022 2,840,000 1,375,678