Investors

Incentive Schemes

Since 2016, the Annual General Meeting has annually resolved to issue warrants to be acquired by senior executives in Transtema to create a long-term commitment, which can be expected to increase interest in the business and performance of Transtema. The Board’s assessment is that these incentives are in the interests of all shareholders. Each option gives the right to subscribe for one Transtema share at a predetermined strike price three years after issuance for employees and four years after issuance for the Board of Directors. The employees acquire the warrants for payment in cash.

Warrant Programme for Senior Executives 2024–2027

At the Annual General Meeting held on 7 May 2024, it was resolved, following a proposal from certain of Transtema’s larger shareholders, to establish a new long-term incentive programme for senior executives and key employees (the “Warrant Programme 2024”), under which Transtema would issue no more than 510,000 warrants. The reasons for the incentive programme include promoting greater motivation and commitment among employees, encouraging increased participation and helping to retain employees.

The right to subscribe for the warrants was granted, with deviation from the shareholders’ preferential rights, to the wholly owned subsidiary Transtema AB. The warrants entitle the holder to subscribe for no more than 510,000 shares in Transtema. Transtema AB has the right and obligation to administer the warrants in accordance with the terms and conditions of the Warrant Programme 2024 and shall transfer the warrants to the eligible participants. 

The Warrant Programme 2024 comprises a total of 19 employees. In June 2024, the participants acquired 46,000 warrants for a total consideration of SEK 142,140, corresponding to the market value of the warrants as determined through an independent valuation using the Black–Scholes model.

Subscription for shares shall take place during the period from and including 1 June 2027 up to and including 30 June 2027. The subscription price for shares subscribed for through the exercise of the warrants shall be SEK 18.20, corresponding to 150 per cent of the volume-weighted average trading price of the Transtema share during the period from and including 8 May 2024 up to and including 22 May 2024, but not less than the quota value of the share. The subscription price shall be paid in cash or by way of set-off. Based on the number of shares outstanding in Transtema in June 2024, the Warrant Programme 2024 would, upon exercise of all 510,000 warrants, result in full dilution of approximately 1.21 per cent of the total number of shares outstanding in Transtema.

Warrant Programme for the Board of Directors 2024–2028

At the Annual General Meeting held on 7 May 2024, it was resolved, following a proposal from certain of Transtema’s larger shareholders, to establish a new long-term incentive programme for Board members who are independent in relation to Transtema and its larger shareholders (“LTIP 2024”), under which Transtema would issue no more than 30,000 warrants. The reasons for the incentive programme include promoting greater motivation and commitment among the Board members, encouraging increased participation and promoting continued commitment.

The right to subscribe for the warrants was granted, with deviation from the shareholders’ preferential rights, to the wholly owned subsidiary Transtema AB. The warrants entitle the holder to subscribe for no more than 30,000 shares in Transtema. Transtema AB has the right and obligation to administer the warrants in accordance with the terms and conditions of LTIP 2024 and shall transfer the warrants to the eligible participants.

LTIP 2024 comprises a total of three Board members. In June 2024, the participants acquired 30,000 warrants for a total consideration of SEK 105,000, corresponding to the market value of the warrants as determined through an independent valuation using the Black–Scholes model.

Subscription for shares shall take place during the period from and including 1 June 2028 up to and including 30 June 2028. The subscription price for shares subscribed for through the exercise of the warrants shall be SEK 18.20, corresponding to 150 per cent of the volume-weighted average trading price of the Transtema share during the period from and including 8 May 2024 up to and including 22 May 2024, but not less than the quota value of the share. The subscription price shall be paid in cash or by way of set-off. Based on the number of shares outstanding in Transtema in June 2024, LTIP 2024 would, upon exercise of all 30,000 warrants, result in full dilution of approximately 0.07 per cent of the total number of shares outstanding in Transtema.