For 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 Scheme 2020–2023

At the Annual General Meeting on 14 May 2020, a decision was taken to establish a new long-term incentive scheme (the “2020 Warrant Scheme”). The 2020 Warrant Scheme means that Transtema issued a maximum of 1 900 000 warrants. The right to subscribe for warrants was given, with deviation from the shareholders’ preferential rights, to the wholly owned subsidiary Transtema AB, and entitled to subscribe for a maximum of 1 900 000 shares in Transtema with the right and obligation for Transtema AB to manage the warrants under the terms of the Warrant Scheme 2020. Transtema AB shall, as instructed by Transtema’s Board of Directors, transfer the warrants to employees or contain certain warrants that may be transferred to participants who may be employed within the Transtema Group. The 2020 Warrant Scheme covers approximately 30 current and, in the foreseeable future, additional employees within the Transtema Group and has mainly been allocated to senior executives and other key personnel within the Group.

In June 2020, 800 000 warrants were acquired by the participants for a total amount of SEK 1 096 000, corresponding to the warrant right’s market value calculated by an independent valuation according to the Black & Scholes model. The remaining warrants in the scheme have since been cancelled.

Subscription of shares shall take place from 1 June 2023 until 30 June 2023. The exercise price for shares subscribed for under the warrants shall amount to SEK 9.90, corresponding to 150 percent of the volume-weighted average market price of the Transtema share from 17 May 2020 to 31 May 2020, but not be less than the quota value of the share. The exercise price shall be paid in cash or by set-off. Transtema shall have the right, but not the obligation, at the request of participants who are unable to pay the subscription price for the shares in cash, to acquire at a market price the number of warrants that enables the participant to exercise the remaining warrants to subscribe for shares, whereby the subscription price is paid by offsetting against the claim for the warrants sold.

In the event of full exercise of the warrants, a maximum of 800 000 new shares will be issued, and the company’s share capital will increase by a maximum of SEK 800 000. Based on the existing number of shares in Transtema in May 2022, the Warrant Scheme 2020, in the event of exercising all 800 000 warrants, will result in a full dilution corresponding to approximately 2.0 percent of the total number of outstanding shares in Transtema.

Warrant Scheme Board of Directors 2020–2024

At the Annual General Meeting on 14 May 2020, it was decided, following proposals from some of Transtema’s major shareholders, that a new long-term incentive scheme for Board members who are independent of Transtema and major shareholders (“LTIP 2020”) would be established, meaning that Transtema would issue a maximum of 60 000 warrants. The right to subscribe for warrants was given, with deviation from the shareholders’ preferential rights, to the wholly owned subsidiary Transtema AB, and entitled to subscribe for a maximum of 60 000 shares in Transtema with the right and obligation for Transtema AB to manage the warrants under the terms of the LTIP 2020. Transtema AB shall transfer the warrants to the appropriate participant.

LTIP 2020 covers a total of three Board members and in May 2021, 60 000 warrants were acquired by the participants for a total amount of SEK 100 800, corresponding to the warrant right’s market value calculated by an independent valuation according to the Black & Scholes model.

Subscription of shares shall take place from 1 June 2024 until 30 June 2024. The exercise price for shares subscribed for under the warrants shall amount to SEK 9.90, corresponding to 150 percent of the volume-weighted average market price of the Transtema share from 17 May 2020 to 31 May 2020, but not be less than the quota value of the share. The exercise price shall be paid in cash or by set-off. Based on the existing number of shares in Transtema in May 2022, the LTIP 2020, in the event of exercising all 60 000 warrants, will result in a full dilution corresponding to approximately 0.2 percent of the total number of outstanding shares in Transtema.

Warrant Scheme 2022–2025

At the Annual General Meeting on 5 May 2022, it was decided that a new long-term incentive scheme (the “2022 Warrant Scheme”) would be established, aimed at senior executives and key employees of Transtema. The motives behind the incentive scheme include contributing to higher employee motivation, commitment, and retention.

The 2022 Warrant Scheme means that Transtema issued a maximum of 1 900 000 warrants. The right to subscribe for warrants was given, with deviation from the shareholders’ preferential rights, to the wholly owned subsidiary Transtema AB, and entitled to subscribe for a maximum of 1 900 000 shares in Transtema with the right and obligation for Transtema AB to manage the warrants under the terms of the Warrant Scheme 2022. Transtema AB shall, as instructed by Transtema’s Board of Directors, transfer the warrants to employees or contain certain warrants that may be transferred to participants who may be employed within the Transtema Group. The 2022 Warrant Scheme covers approximately 30 current and, in the foreseeable future, additional employees within the Transtema Group and has mainly been allocated to senior executives and other key personnel within the Group.

In June 2022, 190 000 warrants were acquired by the participants for a total amount of SEK 1 067 800, corresponding to the warrant right’s market value calculated by an independent valuation according to the Black & Scholes model.

Subscription of shares shall take place from 1 June 2025 until 30 June 2025. The exercise price for shares subscribed for under the warrants shall amount to SEK 26.84, corresponding to 150 percent of the volume-weighted average market price of the Transtema share from 6 May 2022 to 19 May 2020, but not be less than the quota value of the share. The exercise price shall be paid in cash or by set-off. Transtema shall have the right, but not the obligation, at the request of participants who are unable to pay the subscription price for the shares in cash, to acquire at a market price the number of warrants that enables the participant to exercise the remaining warrants to subscribe for shares, whereby the subscription price is paid by offsetting against the claim for the warrants sold. In the event of full exercise of the warrants, a maximum of 1 900 000 new shares will be issued, and the company’s share capital will increase by a maximum of SEK 1 900 000. Based on the existing number of shares in Transtema in June 2022, the Warrant Scheme 2022, in the event of exercising all 1 900 000 warrants, will result in a full dilution corresponding to approximately 4.9 percent of the total number of outstanding shares in Transtema.

Warrant Scheme Board of Directors 2022–2026

At the Annual General Meeting on 5 May 2022, it was decided, following proposals from some of Transtema’s major shareholders, that a new long-term incentive scheme for Board members who are independent of Transtema and major shareholders (“LTIP 2022”) would be established, meaning that Transtema would issue a maximum of 50 000 warrants. The motives behind the incentive scheme include contributing to higher employee motivation, commitment, and retention.

The right to subscribe for warrants was given, with deviation from the shareholders’ preferential rights, to the wholly owned subsidiary Transtema AB, and entitled to subscribe for a maximum of 50 000 shares in Transtema with the right and obligation for Transtema AB to manage the warrants under the terms of the LTIP 2022. Transtema AB shall transfer the warrants to the appropriate participant.

LTIP 2022 covers a total of four Board members and in June 2022 43 750 warrants were acquired by the participants for a total amount of SEK 355 688, corresponding to the warrant right’s market value calculated by an independent valuation according to the Black & Scholes model.

Subscription of shares shall take place from 1 June 2026 until 30 June 2026. The exercise price for shares subscribed for under the warrants shall amount to SEK 26.84, corresponding to 150 percent of the volume-weighted average market price of the Transtema share from 6 May 2022 to 17 May 2022, but not be less than the quota value of the share. The exercise price shall be paid in cash or by set-off. Based on the existing number of shares in Transtema in June 2022, the LTIP 2022, in the event of exercising all 50 000 warrants, will result in a full dilution corresponding to approximately 0.1 percent of the total number of outstanding shares in Transtema.