Nyfosa’s forms of remuneration shall motivate senior executives to do their utmost to safeguard the interests of the shareholders. This is why they must be simple, long term, measurable and, above all, competitive.
On April 23, 2024, the Annual general meeting resolved that for the period until the next annual general meeting an annual remuneration of SEK 525,000 shall be paid to the chairman of the board of directors and SEK 220,000 shall be paid to each other director elected by the general meeting. Further, it was resolved that for work in the audit committee, an annual remuneration of SEK 80,000 shall be paid to the chairman of the audit committee and SEK 40,000 to each other member of the audit committee. In addition, it was resolved that for work in the remuneration committee, an annual remuneration of SEK 42,000 shall be paid to the chairman of the remuneration committee, and SEK 21,000 to each other member of the remuneration committee.
Employee incentive program
Nyfosa currently has four employee incentive programs (LTIP 2021, LTIP 2022, LTIP 2023 and LTIP 2024) based on warrants. All warrants (regardless of series) entitle to subscription of one (1) ordinary shares of class A in the company (“Ordinary Share”). The programs aim to create a remuneration structure which is competitive, to provide alignment for the management team with company strategy, to create focus amongst employees on delivering exceptional performance which contributes to value creation for shareholders and to give employees the opportunity to take part in the company’s success. All three programs provide that the participant is employed for the entire duration of the program and contains a cash subsidy from the company of part of some of the participants’ premium. The bonus corresponds to the amount that the applicable participant chooses to invest in each incentive program, up to the guaranteed level. However, no compensation is provided for the participant’s tax expense, which in practice means that the company through the cash bonus makes a cost recovery contribution in each program which after paid tax corresponds to approximately 50 percent of the participant’s acquisition cost. The bonus is paid on two occasions of 50 percent each during the term of each program. “Total Return Index” below relates to an total return index that contains all the real estate companies listed in Nasdaq Stockholm’s real estate index (SX35GI) from time to time and takes into account the companies’ share price development and dividends paid.
LTIP 2021
The Annual General Meeting 2021 resolved on a directed issue of 1,098,000 warrants and approval of transfer of the warrants to employees (LTIP 2021). The warrants are divided into two different series, of which 549,000 warrants are of Series I and 549,000 warrants are of Series II. The warrants have in accordance with the resolution by the General Meeting been transferred to employees in the Group, based on a placement in set categories.
The subscription price per Ordinary Share for Series I upon exercise of the warrant shall be an amount corresponding to 122.5 percent of the calculated average volume-weighted price paid for Ordinary Share at the time of issue.
The subscription price per Ordinary Share for Series II upon exercise of the warrant shall be the volume weighted average share price on the trading day Nyfosa publishes the interim report for the period January 1-March 31, 2024 reduced by an amount corresponding to the highest of:
(i) an amount corresponding to the average Ordinary Share price at the time of the issue, which shall consist of the average closing price during the period from and including April 22, 2021 up until and including May 4, 2021 according to Nasdaq Stockholm’s official share price list, multiplied with
a) the average Total Return Index value for Nyfosa during the period from and including April 22, 2021 up until and including May 4, 2021 (starting index value 100) in comparison with the index value for the trading day that Nyfosa publishes the interim report for the period January 1-March 31, 2024,
b) reduced by the average Total Return Index value for real estate companies listed on Nasdaq Stockholm during the same period (starting index value 100), and
(ii) SEK 0.
In accordance with the terms and conditions of the warrants, the warrants may be exercised to subscribe for new Ordinary Shares during three periods; a two-week period from the day following the publication of the interim report for the period (i) January-March 2024, (ii) January-June 2021 and (iii) January-March 2024, however, no later than up to and including December 9, 2024. Upon full exercise of all warrants, 1,098,000 new Ordinary Shares can be issued, which corresponds to a dilution of approximately 0.6 percent of the total number of shares and the total number of votes in the company, subject to the re-calculation which may occur as a result of the terms and conditions of the warrants.
LTIP 2022
The Annual General Meeting 2022 resolved on a directed issue of not more than 769,000 warrants, entitling a right to subscribe for a total of 769,000 new Ordinary Shares and approval of transfer of the warrants to employees (LTIP 2022). The warrants have in accordance with the resolution by the General Meeting been transferred to employees in the Group, based on a placement in set categories.
The subscription price per Ordinary Share upon exercise of the warrants shall be the volume weighted average Ordinary Share price on the trading day the company publishes the interim report for the period January-March, 2025 reduced by an amount corresponding to the highest of:
(i) an amount corresponding to the average share price of the company’s Ordinary Share at the time of the issue, which shall consist of the average closing price during the period from and including April 20, 2022 up until and including May 2, 2022 according to Nasdaq Stockholm’s official share price list, multiplied with
a) the development of the average Total Return Index value for the company’s Ordinary Share from and including April 20, 2022 up until and including May 2, 2022 (starting value) in comparison with the trading day that the company publishes the interim report for the period January-March, 2025 (end value),
b) reduced by the development of the average Total Return Index value for real estate companies listed on Nasdaq Stockholm from and including April 20, 2022 up until and including May 2, 2022 (starting value) in comparison with the trading day that the company publishes the interim report for the period January-March, 2025 (end value), and
(ii) SEK 0.
In accordance with the terms and conditions of the warrants, the warrants may be exercised to subscribe for new Ordinary Shares during three periods; a two week period from the day following the publication of the interim report for the period (i) January-March 2025, (ii) January-June 2025 and (iii) January-September 2025, however, no later than up to and including December 5, 2025. Upon full exercise of all warrants, 769,000 new Ordinary Shares can be issued, which corresponds to a dilution of approximately 0.40 percent of the total number of shares and the total number of votes in the company, subject to the re-calculation which may occur as a result of the terms and conditions of the warrants.
LTIP 2023
The Annual General Meeting 2023 resolved on a directed issue of not more than 760,000 warrants, entitling a right to subscribe for a total of 760,000 new Ordinary Shares and approval of transfer of the warrants to employees (LTIP 2023). The warrants have in accordance with the resolution by the General Meeting been transferred to employees in the Group, based on a placement in set categories.
The subscription price per Ordinary Share upon exercise of the warrants shall be the volume weighted average Ordinary Share price on the trading day the company publishes the interim report for the period January-March, 2026 reduced by an amount corresponding to the highest of:
(i) an amount corresponding to the average share price of the company’s Ordinary Share at the time of the issue, which shall consist of the average closing price during the period from and including April 26, 2023 up until and including May 3, 2023 according to Nasdaq Stockholm’s official share price list, multiplied with
a) the development of the average Total Return Index value for the company’s Ordinary Share from and including April 26, 2023 up until and including May 3, 2023 (starting value) in comparison with the trading day that the company publishes the interim report for the period January-March, 2023 (end value),
b) reduced by the development of the average Total Return Index value for real estate companies listed on Nasdaq Stockholm from and including April 26, 2023 up until and including May 3, 2023 (starting value) in comparison with the trading day that the company publishes the interim report for the period January-March, 2026 (end value), and
(ii) SEK 0.
In accordance with the terms and conditions of the warrants, the warrants may be exercised to subscribe for new Ordinary Shares during a period of two weeks from the day following the publication of the interim report for the period January-March 2026, however, no later than up to and including June 5, 2026. Upon full exercise of all warrants, 760,000 new Ordinary Shares can be issued, which corresponds to a dilution of approximately 0.40 percent of the total number of shares and the total number of votes in the company, subject to the re-calculation which may occur as a result of the terms and conditions of the warrants.
LTIP 2024
The Annual General Meeting 2024 resolved on a directed issue of not more than 760,000 warrants, entitling a right to subscribe for a total of 760,000 new Ordinary Shares and approval of transfer of the warrants to employees (LTIP 2024). The warrants have in accordance with the resolution by the General Meeting been transferred to employees in the Group, based on a placement in set categories.
The subscription price per Ordinary Share upon exercise of the warrants shall be the volume weighted average Ordinary Share price on the trading day the company publishes the interim report for the period January-March, 2027 reduced by an amount corresponding to the highest of:
(i) an amount corresponding to the average share price of the company’s Ordinary Share at the time of the issue, which shall consist of the average closing price during the period from and including April 24, 2024 up until and including April 30, 2024 according to Nasdaq Stockholm’s official share price list, multiplied with
a) the development of the average Total Return Index value for the company’s Ordinary Share from and including April 24, 2024 up until and including April 30, 2024 (starting value) in comparison with the trading day that the company publishes the interim report for the period January-March, 2027 (end value),
b) reduced by the development of the average Total Return Index value for real estate companies listed on Nasdaq Stockholm from and including April 24, 2024 up until and including April 30, 2024 (starting value) in comparison with the trading day that the company publishes the interim report for the period January-March, 2027 (end value), and
(ii) SEK 0.
In accordance with the terms and conditions of the warrants, the warrants may be exercised to subscribe for new Ordinary Shares during a period of two weeks from the day following the publication of the interim report for the period January-March 2027, however, no later than up to and including June 7, 2027. Upon full exercise of all warrants, 760,000 new Ordinary Shares can be issued, which corresponds to a dilution of approximately 0.40 percent of the total number of shares and the total number of votes in the company, subject to the re-calculation which may occur as a result of the terms and conditions of the warrants.
Remuneration reports
All remuneration reports that have been presented and approved by the Annual General Meeting are available under “Documents” to the right.