Incentive programs & variable remuneration
Here you will find information about outstanding incentive programs and variable remuneration to Fastator's company management.
Outstanding Incentive Programs
In June 2021, 2022 and 2023, warrant programs were issued within the Fastator group. The programs were aimed at management and key personnel as well as the board of the following companies:
-
Fastator
- Point Properties
- NPM Group
Within Företagsparken, six warrant programs have been issued. Two programs were issued in June 2021, two programs in December 2021 and two programs in July 2022. The programs were aimed at management and key personnel as well as the board.
Fastator
Series 2021/2024-A is aimed at management, employees and other key persons (including all employees in Fastator, CEO of Point Properties AB and CEO of Företagsparken Norden Holding AB). The option program consists of 3,075,000 warrants. During the redemption period, which is 20241201—20241231, the option holder has the right to subscribe for a new share in the company for a subscription price of SEK 26.71.
Series 2021/2024-B is addressed to the board (chairman and all board members) and consists of 650,000 warrants. During the redemption period, which is 20241201 —20241231, the option holder has the right to subscribe for a new share in the company for a subscription price of SEK 26.71. Option premium for both option programs (Series 2021/2024-A and Series 2021/2024-B) is based on an estimated fair value and has been calculated according to the Black-Scholes valuation model and amounts to SEK 1.71 per option.
Series 2022/2025:1 is aimed at the management and key persons (consisting of other key persons) and consists of 1,160,000 warrants. During the redemption period, which is 20250701—20250901, the option holder has the right to subscribe for a new share in the company at a subscription price of SEK 21.09, corresponding to 125 percent of the calculated net asset value at the time of valuation on May 13, 2022. Subscription price for the option program is based on an estimated fair value, has been calculated according to the Black-Scholes valuation model and amounts to SEK 1.94 per option.
All valuations above have been carried out by an external and independent party. Assumptions have been based on comparable companies' share prices. All option programs are conditional on the option holders maintaining their positions vis-à-vis Fastator.
Point Properties
Series 2021/2024A is addressed to the board of Point Properties (chairman and all board members) and consists of 400,000 warrants. During the redemption period, which is 20241201—20241231, the option holder has the right to subscribe for a new share in the company for a subscription price of SEK 14.33, corresponding to 130 percent of the calculated net asset value at the time of valuation on June 8, 2021.
Series 2021/2024C is aimed at management and key personnel and consists of 200,000 warrants. During the redemption period, which is 20241201—20241231, the option holder has the right to subscribe for a new share in the company for a subscription price of SEK 14.33, corresponding to 130 percent of the calculated net asset value at the time of valuation on June 8, 2021.
Option premium for both option programs (Series 2021/2024A and Series 2021/2024C) is based on an estimated fair value and has been calculated according to the Black Scholes valuation model and amounts to SEK 0.79 per option.
Series 2022/2025A is addressed to the board of Point Properties 25/29 (chairman of the board and all board members) and consists of 200,000 warrants. During the redemption period, which is 2025 0701—20250901, the option holder has the right to subscribe for a new share in the company for a subscription price of SEK 29.6, corresponding to 125 percent of the calculated net asset value at the time of valuation on July 5, 2022.
Series 2022/2025C is aimed at management and key persons (other key persons) and consists of 200,000 warrants. During the redemption period, which is 20250701 —20250901, the option holder has the right to subscribe for a new share in the company for a subscription price of SEK 29.6, corresponding to 125 percent of the calculated net asset value at the time of valuation on
July 5, 2022.
The subscription price for both option programs (Series 2022/2025A and Series 2022/2025C) is based on an estimated fair value and has been calculated based on the Black-Scholes valuation model and amounts to SEK 1.86 per option.
All valuations above have been carried out by an external and independent party. Assumptions have been based on comparable companies' share prices. All option programs are conditional on the option holders maintaining their positions vis-à-vis Point.
Guidelines for Remuneration to the CEO, Executive Management, and Board Members
A prerequisite for successful implementation of the company's business strategy and safeguarding its long-term interests, including its sustainability, is that the company can recruit and retain qualified employees. This requires the company to offer competitive compensation, which these guidelines aim to facilitate.
The guidelines cover salary and other compensation for the CEO, other members of the executive management, and board members. The current guidelines were established by the 2022 annual general meeting. The guidelines do not cover compensation decided by the general meeting.
Compensation to Senior Executives
Compensation to senior executives shall be market-based and may consist of the following components: fixed cash salary, variable cash compensation, pension benefits, and other customary benefits such as wellness grants, health insurance, and company car. Other benefits shall not exceed 15% of the fixed salary.
The fixed salary shall reflect local salary levels and consider the individual's qualifications and experience. The fixed salary is reviewed annually.
Variable compensation refers to performance-based bonuses and may amount to a maximum of 50% of the executive's fixed annual salary. The variable compensation shall be linked to predetermined and measurable criteria and based on the outcome relative to set goals. The criteria shall be designed to promote the company's business strategy and long-term interests, including its sustainability, by having a clear connection to the business strategy or promoting the executive's long-term development.
Pension benefits shall be defined contribution and may amount to a maximum of 35% of the pensionable salary. The retirement age for the CEO and other senior executives is 65 years. Variable compensation shall generally not be pensionable.
Termination and Severance Pay
In the event of termination by the company, the notice period shall be a maximum of twelve months. In the event of termination by the executive, the notice period shall be a maximum of six months. Fixed salary during the notice period and severance pay shall together not exceed an amount corresponding to the fixed salary for two years. Severance pay shall not be paid in the event of voluntary resignation. Severance pay is not pensionable.
Compensation to Board Members
Fees to the chairman and members of the board are determined by the annual general meeting. The 2024 annual general meeting resolved that no annual cash fee shall be paid to the chairman or board members who are not employed by Fastator or another company in the group. Instead, they shall be compensated via an option program to be developed and adopted at a later general meeting.
If the company, in any particular case, assigns an individual board member tasks for the company beyond the ordinary board and committee work, the board shall decide on the compensation, which shall be market-based and reasonable. Members shall be entitled to reimbursement for reasonable expenses incurred in connection with the performance of their duties.
Preparation and Decision-Making Process
The board shall prepare proposals for new guidelines when there is a need for significant changes to the guidelines, but at least every four years, and present the proposal for resolution at the annual general meeting. The guidelines shall apply until new guidelines are adopted by the general meeting.
The CEO shall not participate in the board's deliberations and decisions on remuneration-related matters to the extent that they concern the CEO.
Compensation Committee
The board shall decide whether to establish a compensation committee. If no separate compensation committee is established, the board shall handle compensation matters itself. If the board establishes a compensation committee, the following shall apply:
It shall be the committee's task to prepare the board's decisions on proposals for new guidelines for remuneration and other terms of employment for senior executives, as well as the board's work to ensure that the company has market-based remuneration for its employees.
The compensation committee shall also monitor and evaluate the application of the guidelines for remuneration to senior executives that the annual general meeting is legally required to decide on.
The compensation committee shall, through ongoing contacts with the company's finance function and the CEO, ensure that remuneration levels are accurate based on current economic conditions and check whether the predetermined and measurable criteria linked to variable compensation are met. The chairman shall report to the board on the activities and decisions of the compensation committee after each meeting. The chairman is responsible for ensuring that the proposals prepared by the compensation committee are submitted to the board.
Deviation from the Guidelines
The board may decide to temporarily deviate from the guidelines, in whole or in part, if there are special reasons for doing so in a particular case and a deviation is necessary to satisfy the company's long-term interests and sustainability or to ensure the company's financial viability. If the board has established a compensation committee, it is the committee's task to prepare the board's decisions on compensation matters, which also includes decisions on deviations from the guidelines.