The company has three outstanding incentive programmes, LTIP 2020/2023 (“LTIP 2020”), LTIP 2022/2025 (“LTIP 2022”) and LTIP 2023, directed to the company’s senior executives and other key personnel in the Group. LTIP 2020 and LTIP 2022 are warrant programmes and LTIP is a performance-based share program.
As per 30 June 2023, a total of 2,593,053 warrants have been allotted to 25 participants for the LTIP 2020 and LTIP 2022 warrant programmes. The number of warrants that each member of the group management holds is set out in the section “Group Management”. Nine executives participate in the share program LTIP 2023.
LTIP 2023
At the Annual General Meeting held on 26 April 2023, it was resolved to implement a long-term performance-based share program for 2023. LTIP 2023 entails that if certain performance targets are achieved during the financial year 2023, the participants in LTIP 2023 may at the beginning of 2024 be granted a variable remuneration (the “Performance Amount”), which means that after a qualification period, participants will become holders of conditional non-transferable share rights (“Performance Rights”). Each Performance Right entitles the holder to receive one share in Resurs. How much of the Performance Amount each participant is allocated depends on the extent to which the performance Targets are achieved. The performance targets are divided into weighted financial targets and non-financial targets and there are targets at the corporate, unit and individual level. The goals, including both absolute and relative performance, are set and evaluated from a multi-year perspective to ensure a long-term sustainable result and taking into account underlying business risks, etc. The final assessment of the extent to which the performance targets have been achieved is made discretionary by the Board of Directors, or the person or persons appointed by the Board of Directors.
The Performance Amount for each Participant in LTIP 2023 may amount to a maximum of 100 percent of the fixed annual salary for 2023 with a supplement for holiday pay. The total Performance Amount for the Participants in LTIP 2023 may not exceed approximately SEK 24 million. Performance Amounts are later converted into Performance Rights, which are rounded to the nearest whole number, by dividing the Performance Amount by the volume-weighted average price of one share in the Company on Nasdaq Stockholm during the last ten (10) trading days of January 2024 (the “Conversion Rate”). However, the conversion price may not be set lower than SEK thirteen (13) per share. When ownership of Performance Rights regarding the granted Performance Amount has passed to the participant at the end of the qualification period (years 2024 and 2025), a one-year (year 2026) retention period takes place. This means that each Performance Right entails as a main rule a right to receive one ordinary share in Resurs free of charge in 2027, after the publication of the year-end report for 2026.
LTIP 2022
At the Annual General Meeting held on 28 April 2022, it was resolved to issue warrants as part of an incentive program for management and key employees, LTIP 2022. Each warrant entitles to subscription of one share in the company.
The warrants have been issued to and subscribed for by Resurs’ subsidiary Resurs Förvaltning Norden AB, and the participants in LTIP 2022 have acquired warrants from this subsidiary at market price. Subscription of shares by exercise of the warrants may be effected during the period from and including 18 August 2025 up to and including 15 September 2025.
The warrants in LTIP 2020 entitled to subscription for new shares in Resurs at an initial subscription price of SEK 32,70 per share, corresponding to 130 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, at the time of subscription, the share price most recently paid for a share in the company at the closing of Nasdaq Stockholm on the trading day immediately preceding the subscription exceeds 146.15 per cent of the subscription price (which corresponds to 190 per cent of the average share price upon which the subscription price has been determined, as set out above), the subscription price shall be increased correspondingly, i.e. with an amount that corresponds to the amount that the said closing price exceeds 146.15 per cent of the subscription price. The subscription price is re-calculated due to dividends.
LTIP 2020
At the 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, LTIP 2020. Each warrant initially entitles to subscription of one share in the company. The warrants have been issued to and subscribed for by Resurs’ subsidiary Resurs Förvaltning Norden AB, and the participants in LTIP 2020 have acquired warrants from this subsidiary at market price. Each holder of warrants in series 2016/2020, that still was employed had the right to acquire warrants corresponding to maximum the number of warrants in LTIP 2016/2020 the participant transferred 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 LTIP 2020.
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 LTIP 2020 entitled to subscription for new shares in Resurs at an initial 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. The initial subscription price is re-calculated due to dividends.