Remuneration Guidelines

The annual general meeting in Stillfront Group AB (publ) on 14 May 2020 adopted guidelines for remuneration and other terms of employment for the company’s executive management. The remuneration guidelines can be found on pp. 87-89 in the Annual Report 2020, and provides i.a. that remuneration of executive management shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. In addition to remuneration covered by the remuneration guidelines, the general meetings of the company have resolved to implement long-term share-related incentive programmes as set out below.

Long-term incentive programs

A prerequisite for the successful implementation of Stillfront’s business strategy and safeguarding of its long-term interests, is that Stillfront is able to attract, motivate and retain the best talent globally. To achieve this, it is necessary that Stillfront offers competitive remuneration to create incentives for the senior executives and key individuals to execute strategic plans, deliver excellent operating results and to align their incentives with the interests of Stillfront’s shareholders.

LTIP 2018/2021

The Annual General Meeting on 30 May 2018 resolved to issue a maximum of 300,000 warrants. Post the share split on 28 December 2020, each warrant entitles the holder to subscribe for 10 new shares in the company for SEK 47.22 per share during the period from 15 May 2021 to 1 June 2021.

The company’s subsidiary, Todavia AB, has subscribed for all warrants issued under LTIP 2018/2021, and a number of key individuals in the company’s organization hold 177,500 warrants, acquired at market value, the price (option premium) has been determined using the Black & Scholes valuation model.

If all 177,500 warrants issued under LTIP 2018/2021 are exercised for subscription of 1,775,000 shares, the dilution effect will be approximately 0.49 percent.

For additional information on LTIP 2018/2021, please see the Annual General Meeting 2018.

LTIP 2019/2023

The Extraordinary General Meeting on 10 December 2019 resolved to issue a maximum of 200,000 employee share options with attached warrants (each an “ESOP”). The company’s subsidiary, Todavia AB, has subscribed for all warrants issued under LTIP 2019/2023, and 200,000 ESOPs have been allocated to a number of key individuals in the company’s executive management.

Post the share split on 28 December 2020, each ESOP entitles the ESOP holder to subscribe for 10 new shares in the company for SEK 50 per share during the period 15 December 2022 up to and including 15 December 2023 provided that the ESOP holder is still employed by the group at the exercise of the ESOPs. Acquisition is carried out through the exercise of warrants issued under LTIP 2019/2023.

If all 200,000 warrants issued under LTIP 2018/2021 are exercised for subscription of 2,000,000 shares, the dilution effect will be approximately 0.56 percent.

For additional information on LTIP 2019/2023, please see the Extraordinary General Meeting December 2019.

LTIP 2020/2024 I

The Annual General Meeting on 14 May 2020 resolved to issue a maximum of 350,000 warrants. Post the share split on 28 December 2020, each warrant entitles the holder to subscribe for 10 new shares in the company for SEK 78.549 per share on the last banking day each month during the period 1 June 2023 to 31 May 2024.

The company’s subsidiary, Todavia AB, has subscribed for all warrants issued under LTIP 2020/2024 I, and a number of key individuals in the company’s management have acquired 277,000 of the warrants at market value. The price (option premium) has been determined using the Black & Scholes valuation model. The non-allocated 73,000 warrants have been cancelled.

If all 277,000 warrants issued under LTIP 2020/2024 I are exercised for subscription of 2,770,000 shares, the dilution effect will be approximately 0.77 percent.

For additional information on LTIP 2020/2024 I, please see the Annual General Meeting 2020.

LTIP 2020/2024 II

The Extraordinary General Meeting on 17 December 2020 resolved to issue a maximum of 125,000 warrants. Post the share split on 28 December 2020, each warrant entitles the holder to subscribe for 10 new shares in the company for SEK 119.36 per share on the last banking day each month during the period 1 June 2023 to 31 May 2024.

The company’s subsidiary, Todavia AB, has subscribed for all warrants issued under LTIP 2020/2024 II. Currently, no warrants have been allocated from Todavia AB.

If all 125,000 warrants issued under LTIP 2020/2024 II are exercised for subscription of 1,250,000 shares, the dilution effect will be approximately 0.35 percent

For information on LTIP 2020/2024 II, please see the Extraordinary General Meeting December 2020.