At the Extraordinary General Meeting of Samhällsbyggnadsbolaget i
Resolution on a warrant program
The General Meeting resolved in accordance with the Board of Directors proposal to carry out a private placement in respect of not more than 15,000,000 warrants, entailing an increase in the share capital of not more than
The reason for derogation from the shareholders' pre-emption rights is to implement an incentive program through which present and future employees in the company or its subsidiaries shall be able to become long-term owners and participate in and work for a positive growth of value of the company's share for the period that the program covers, and to ensure that the company or its subsidiaries can keep and recruit qualified and motivated personnel.
Each warrant entitles the holder to subscribe for one new class B share in the company. The warrants may be exercised for subscription of new shares during the period commencing on
The right to acquire warrants from the company shall vest in two categories of present and future employees in the company or its subsidiaries in accordance with the table below. Initially, each participant will be offered to acquire warrants in accordance with the table set out below. Any remaining warrants may be allotted to other participants pro rata, based on their acquisition of warrants. However, such allotment may at most result in that the maximum number of warrants per participant within a certain category is exceeded by fifty (50) percent.
Category | Number of participants | Maximum number of warrants per participant | Total number of Warrants |
CEO | Max 1 | Max 3,000,000 | Max 3,000,000 |
Senior executives and other key employees | Max 50 | Max 1,000,000 | Max 12,000,000 |
The warrants shall be transferred on market terms at a price (premium) that is determined based on a calculated market value for the warrants using the Black & Scholes valuation model. The value of warrants has been preliminarily calculated to SEK 1.2053 per warrant based on a share price of
The preliminary calculation above assumes that all dividends paid to shareholders during the term of the warrants are fully compensated for by recalculation. The final valuation of the warrants takes place in connection with the participant's acquisition of the warrants and will be based on market conditions at that time.
Application for acquisition of warrants must be made no later than on
Based on the number of shares and votes outstanding in the company, the warrant program implies, upon exercise of all 15,000,000 warrants, a full dilution corresponding to approximately 0.90 percent of the total number of shares and approximately 0.42 percent of the total number of votes outstanding in the company.
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Samhällsbyggnadsbolaget i
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