Remuneration

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 21, 2021, the Annual general meeting resolved that until the next annual general meeting an annual fee of SEK 200,000 was to be paid to each of the directors of the board who are not employed by the Company and SEK 500,000 was to be paid to the chairman of the board of directors. It was also resolved that fees for committee work amounting to SEK 70,000 were to be paid to the chairman of the audit committee and SEK 35,000 to each of the other members of the audit committee as well as SEK 40,000 were to be paid to the chairman of the remuneration committee and SEK 20,000 to each of the other members of the remuneration committee.

Employee incentive program

Nyfosa currently has two employee incentive programs (LTIP 2019 and LTIP 2021, respectively). The programs aims 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. Both programs presuppose that the participant is employed for the entire duration of the program and contains a cash subsidy from the company of part of the participant’s premium. The bonus corresponds to the amount that the 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.

LTIP 2019

The Annual General Meeting 2019 resolved on a directed issue of 1,950,000 warrants and approval of transfer of the warrants to employees (LTIP 2019). 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 share shall be based on the average price of the share at the time of issuance of the warrants and thereafter follow Carnegie’s Real Estate Index (CREX) up to and including September 2022.

Each warrant entitles a right to subscribe for one (1) share in the company. In accordance with the terms and conditions of the warrants, the warrants may be exercised to subscribe for new shares during a two week period from the day following the publication of the interim report for the period January-September 2022, the year-end report for 2022 and the interim report for the period January-March 2023, however, no later than up to and including June 10, 2023. Upon full exercise of all warrants, 1,950,000 new shares can be issued, which corresponds to a dilution of approximately 1.15 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 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 share for Series I upon exercise of the warrants shall be an amount corresponding to 122.5 percent of the calculated average volume-weighted price paid for Nyfosa’s share at the time of issue.

The subscription price per share for Series II upon exercise of the warrants 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 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

The total return index that shall be applied has been designed by Nordea Bank Abp and 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. Each warrant (regardless of series) entitles a right to subscribe for one (1) share in the company. In accordance with the terms and conditions of the warrants, the warrants may be exercised to subscribe for new shares during a two-week period from the day following the publication of the interim report for the period January-March 2024, January-June 2021 and January-March 2024, however, no later than up to and including December 9, 2024. Upon full exercise of all warrants, 1,098,000 new 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.