Incentive Programme

Long-term incentive program – warrants

Background and rationale

The board of directors considers it to be in the interest of the Company and the shareholders that certain members of the senior executives of the Company are made part of the Company’s development by being offered warrants and performance shares in a incentive programs. The reasons for the incentive programs are to contribute to the possibilities to retain and attract qualified personnel and to increase motivation for the senior executives and key employees in Cheffelo by being involved in, and working for, a positive value increase of the Company’s shares. The board of directors considers the use of incentive program as described below to have a positive impact on the continued development of the Cheffelo and is thus advantageous for both the shareholders and the Company.

Warrant Program 2021/2024

Series 2021/2024 was issued to the Company’s executive management and some other key employees, originally consisted of 36 employees. The warrants have a term of three years and each option gives the right to subscribe for one share at the subscription price SEK 103. There are currently 232 800 outstanding warrants, and the exercise of outstanding options corresponds to a dilution of the share capital by 1.8%.

The participants may exercise the warrants during the period 1 April 2024–30 June 2024.

Cheffelo 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.

Warrant Program 2021/2025

Series 2021/2025 was issued to, at the time being, the three external, i.e. independent from larger shareholders, members of the board of directors. The warrants have a term of four years, and each option gives the right to subscribe for one share at the subscription price SEK 87. There are currently 48 000 outstanding warrants, and the exercise of outstanding options corresponds to a dilution of the share capital by 0.4%.

The participants may exercise the warrants during the period 1 April 2025–30 June 2025.

Warrant Program 2022/2025

At the Company’s annual general meeting held on April 27 2022 the shareholders of Cheffelo resolved to adopt long-term incentive program based on warrants, Series 2022/2025, The program was aimed at the Company’s executive management and some other key employees totaling 215 000 warrants. If the warrants are exercised in full, it entails a dilution effect corresponding to a maximum of 1.7% of the shares and votes in the Company.

The participants may exercise the warrants during the period 1 June 2025–31 August 2025.

Warrant Program 2023/2025

At the Company’s annual general meeting held on April 27 2023 the shareholders of Cheffelo resolved to adopt long-term incentive program based on warrants, Series 2023/2025, The program was aimed at the Company’s executive management and some other key employees totaling 380 000 warrants. If the warrants are exercised in full, it entails a dilution effect corresponding to a maximum of 3.0% of the shares and votes in the Company.

The participants may exercise the warrants during the period 2 June 2025– 2 September 2025.

Performance Share Program 2022

At the Company’s annual general meeting held on April 27 2022 the shareholders of Cheffelo resolved to adopt long-term incentive program based on performance shares aimed to the Company’s senior executives and key employees. Performance Share Program 2022 is a four-year performance-based program. Under the program, the participants will be granted, free of charge, performance-based share awards that entitles to a total maximum of 159,250 shares in Cheffelo.

The Performance Shares will be vested over a three-year period in accordance with the following:

1/3 of the total number of Performance Shares will be vested on 1 March 2024;
1/3 of the total number of Performance Shares will be vested on 1 March 2025; and
1/3 of the total number of Performance Shares will be vested on 1 March 2026.

The participants will, when applicable, be entitled to Performance Shares no later than during the period from 1 April 2026 up to and including 1 May 2026.

If a participant ceases to be employed or terminates the employment at the Company before one of the latter two vesting dates, the already vested Performance Shares can be exercised on a earlier date than the date of Ordinary Allotment, but further vesting will not take place. Such earlier date shall be determined by the board of directors and may not be earlier than three years after the allocation of the Share Award. If the employee’s employment expires due to termination by the Company for any other reason than scarcity of work (Sw. arbetsbrist) or termination by the Company without a valid reason (Sw. utan saklig grund), Performance Shares already vested will also expire. The Share Awards are non-transferable and may not pledged.

The performance conditions are based on the net revenue for the financial years of 2022 and 2023 as well as average adjusted EBIT targets for the financial year of 2022 and 2023, as determined by the board of directors.

The delivery of shares to participants in the Performance Share Program 2022 will be executed by entering into share-swap agreement with a third party. This means that the program does not lead to any dilution.