Long Term Incentive Programme
Boozt’s long term incentive programmes shall have the objective of aligning interests of the Group Management and selected key employees with the long-term goals of the company and its shareholders. The vesting period for long term incentive programmes shall be at least three years. Long term incentive programmes shall always be based on shares or share linked instruments. Long term incentive programmes shall ensure a long-term commitment to the development of the company. Any share based long term incentive programmes will be subject to shareholder approval before being launched.
The Board of Directors shall be entitled to deviate from the guidelines in individual in case of special circumstances.
Warrant Programme 2015/2025
The Group issued a warrant program for employees identified as key personnel in the Group. The Group CEO is included in this group. A total of 267,500 warrants have been issued within the program. Out of these warrants, 63,954 warrants have been issued to a fully owned subsidiary with purpose to counteract cash flow implications related to the social charges that the company will be liable to pay at the redemption date. Each warrant gives a right to purchase 12 shares.
The vesting of warrants was triggered in conjunction with the listing of the Company’s shares, whereby 33% of the warrants are vested from the issuing date up until 12 months occurring after the first day of trading of the Company’s shares on Nasdaq OMX Stockholm, meaning May 31, 2018. 33% of the warrants are vested on the date occurring 24 months after the first day of trading of company’s shares. meaning May 31, 2019, and the remaining 34% of the warrants are vested on the date occurring 36 months after the first day of trading of the company’s shares, meaning May 31, 2020.
Warrant Programme 2018/2021
The Annual General Meeting on 27 April 2018 in Boozt AB (publ) resolved on a long-term incentive program by way of a directed issue of warrants to a wholly owned subsidiary and approval of transfer of warrants from the subsidiary to group management and key employees (the “Warrants Program 2018/2021”). In accordance with the terms and conditions for Warrants Program 2018/2021, the subsidiary has subscribed for and transferred a total of 1,137,347 warrants to group management and key employees.
Each warrant in Warrants Program 2018/2021 entitles to subscription of one share in the company at a subscription price of SEK 96.31 corresponding to 126 per cent of the volume weighted average price according to Nasdaq Stockholm’s official price list for shares in the company during the period as from 18 May 2018 to and including 24 May 2018. Subscription of shares by virtue of the warrants may be affected as from 1 June 2021 up to and including 14 June 2021.
The transfer of the warrants to the participants in Warrants Program 2018/2021 has been made at a price per warrant of SEK 9.18, corresponding to the fair market value of a warrant as of 31 May 2018 as established by Öhrlings Pricewaterhouse Coopers AB in accordance with the Black Scholes formula.