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Share-based incentive programmes

Share-based incentive programmes 2018

At the General Meeting on May 17, 2018, it was resolved in accordance with the Board’s proposal on the implementation of a long-term incentive program. The program shall comprise no more than 1,257,000 employee stock options to be granted to members of the group management and certain other key employees, approximately 75 employees in total. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Options are granted under the plan for no consideration and carry no dividend or voting rights. Each employee stock option that is not cash settled shall entitle the holder to acquire one share in the company at an exercise price equivalent to SEK 55. Each cash-settled employee stock option shall entitle the holder to a cash amount equivalent to the value of one share in the company, calculated as the volume-weighted average price paid for the company’s shares at Nasdaq Stockholm during a period of ten business days immediately prior to the exercise of the option, with deduction of an exercise price of SEK 55. The participants shall be able to exercise the employee stock options from the third anniversary of the allotment, up to and including the fourth anniversary of the allotment. Exercise of the employee stock options shall, as a principal rule be conditional upon the program participant still being employed with the Group. The costs of the program are estimated to SEKm 7.4 that will be incurred over the three-year period. The Board of Directors of Munters Group AB (“Munters”) resolved, pursuant to the authorization granted by the Annual General Meeting held on May 17, 2018, to repurchase the company’s own shares on Nasdaq Stockholm. The purpose of the repurchase was to secure the delivery of shares to the participants of Munters’ long-term incentive program, which was resolved by the Annual General Meeting 2018, and to cover cash flows related to the program. Repurchase was to comprise a maximum of 1,467,000 shares on one or several occasions and to be made on Nasdaq Stockholm in accordance with its Rule Book for Issuers. The repurchases was made at a price per share within the from time to time registered trading interval. Payment for the shares was made in cash and amounted to SEKm 59.

Share-based incentive programmes 2017

At the Extraordinary General Meeting on 7 May 2017, it was resolved to issue warrants as part of an incentive programme for certain members of the Group management (the “Participants”). In total, the incentive programme comprises 8 individuals and not more than 5,222,000 warrants. The Participants may subscribe for warrants at a market value corresponding to in total not more than SEK 17.99 million. The maximum number of warrants that may be subscribed for by the Participants corresponds to approximately 2.77 percent of the Company’s share capital following completion of the Offering and assuming full exercise of the warrants.

The warrants will be issued in two separate series. Each Participant subscribes for an equal number of warrants of both series. This number of warrants per Participant and series depends on the Participant’s position within the Group and the number of Shares held by the Participant at the time of the commencement of the programme.

Series 2017/2019 comprises up to 2,611,000 warrants that may be exercised during the following subscription period; 19 May–19 November 2019, with the exception of the thirty-day period preceding (a) the day of the announcement of the Company’s interim report for the second quarter of 2019, and (b) the day of the announcement of the Company’s interim report for the third quarter of 2019.

Series 2017/2020 comprises up to 2,611,000 warrants that may be exercised during the following subscription period; 19 May–19 November 2020, with the exception of the thirty-day period preceding (a) the day of the announcement of the Company’s interim report for the second quarter of 2020, and (b) the day of the announcement of the Company’s interim report for the third quarter of 2020.

The exercise price for Series 2017/2019 corresponds to 121.22 percent of the Offer Price, but may not be lower than the quotient value of the share. Furthermore, if at the time of subscription, the last paid price for the Shares on the closing of the stock exchange on the trading day preceding the subscription of new Shares exceeds 157.74 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 157.74 percent of the exercise price.

The exercise price for Series 2017/2020 corresponds to 130.91 percent of the Offer Price, but may not be lower than the quotient value of the share. Furthermore, if at the time of subscription, the last paid price for the Shares on the closing of the stock exchange on the trading day preceding the subscription of new Shares exceeds 189.29 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 189.29 percent of the exercise price.

The terms of both warrant series include customary recalculation provisions, including for dividend payments made prior to the exercise of the warrants.

The Company has reserved the right to repurchase warrants for example if the Participant’s employment with the Company is terminated. The Company’s total costs for the programme during its term are not expected to exceed SEK 13.30 million (mainly relating to social security contributions for Participants in jurisdictions where participation in the incentive programme is taxed as earned income).