At the Company’s annual general meeting held on 14 March 2021 the shareholders of LMK Group resolved to adopt long-term incentive programmes based on warrants aimed at the Company’s executive management and some other key employees, and external members of the board of directors.

The purpose of the incentive programmes is to encourage a diversified ownership among the Company’s key employees, recruit and retain competent and talented co-workers, align the interests of key employees with the Company’s objectives as well as to increase motivation. Full participation in the incentive programmes require key employees to make a total investment of approximately SEK 3,570 thousand (the maximum investment offered amounts to approximately SEK 669 thousand) as well as requires external members of the board of directors to invest a total of approximately SEK 906 thousand. If the maximum number of warrants in both of the incentive programmes are exercised to subscribe for shares a dilutive effect will occur, corresponding to in total 2.8 per cent of the total amount of shares in the Company, after the Offer has been carried out.1)

Warrant programme for the executive management and other employees

The annual general meeting has decided to issue warrants to approximately 36 key employees, including members of the Group’s executive management. In total the issue comprises up to 307,200 warrants, which entitles to new subscription of the corresponding number of shares in the Company. The participants are offered to subscribe for warrants at a market value. If the maximum number of warrants are exercised to subscribe for shares a dilutive effect will occur, corresponding in total to 2.4 per cent of the total number of shares in the Company, after the Offer has been carried out. The price for the subscription of a share when exercising a warrant corresponds to 130 per cent of the price of shares in the Offer, and the participants may exercise the warrants during the period 1 April 2024–30 June 2024. The warrants shall be governed by separate agreements between each participant and the Company. In the agreement, the Company, or any party designated by the Company, also reserves the right to, under certain conditions, purchase the warrants from the participant if the participant’s employment within the Company terminates for certain reasons or if the participant wishes to transfer the warrants.

In connection with subscription of the warrants, a one-time cash bonus, corresponding to the warrant subscription price of 2,400 warrants, i.e. SEK 27,888, will be paid to the each participant in the warrant programme for the executive management and other employees. According to the agreement governing the warrants, the bonus amount shall be repaid if the participant’s employment within the Company terminates for certain reasons. The agreements will otherwise contain customary terms wherein some minor differences may occur due to national legal requirements.

Warrant programme for the members of the board of directors

The annual general meeting has also decided to issue warrants to the three external, i.e. independent from larger shareholders, members of the board of directors. In total the issue comprises up to 48,000 warrants, which entitles to new subscription of the corresponding number of shares in the Company. The participants are offered to subscribe for warrants at a market value. If the maximum number of warrants are exercised to subscribe for shares a dilutive effect will occur, corresponding in total to 0.4 per cent of the total number of shares in the Company, after the Offer has been carried out. The price for the subscription of a share when exercising a warrant corresponds to 110 per cent of the price of shares in the Offer, and the participants may exercise the warrants during the period 1 April 2025–30 June 2025.

1) I.e. after the conversion of the sharestructure, as is described in the section “Share capital and ownership – Conversion of previous ownership structure” and after the new issue in the Offer.