Share-Based Incentive Program 2023/2026, 2024/2027 and 2025/2028

In accordance with the proposal from the Board, the Annual General Meeting 2023 resolved to adopt an incentive program for executive management and key employees in the group. The program entails that a maximum of 2,778,000 subscription warrants, distributed in equal parts in three series, shall be issued to Thule Group’s wholly owned subsidiary Thule AB, for further transfer to the participants.

Transfer of subscription warrants to the participants can

(i) regarding the first series take place during 2023, as soon as practically possible after the 2023 Annual General Meeting,

(ii) regarding the second series take place during 2024, but no later than 15 June 2024, and

(iii) regarding the third series take place during 2025, but no later than 15 June 2025.

Transfer shall be made at market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board’s proposal. Subscription of shares by exercise of subscription warrants shall take place

(i) regarding the first series from and including 15 June 2026 up to and including 15 December 2026,

(ii) regarding the second series from and including 15 June 2027 up to and including 15 December 2027, and

(iii) regarding the third series from and including 15 June 2028 up to and including 15 December 2028.

The starting point is that the subscription price in each series shall correspond to 120% of the volume-weighted average price according to Nasdaq Stockholm’s official price list for shares in the company during five trading days preceding the time when executive management and key employees in the Thule Group group covered by the subscription warrant programs acquire subscription warrants from Thule AB in each series.
As part of each series, participants may receive a retention bonus in the form of a gross salary addition from the company that in total amounts to the amount paid by the participant for its subscription warrants, provided that the participant at the time of payment remains in its position within the group and has not terminated its employment. The maximum dilution effect if all 2,778,000 subscription warrants are exercised is approximately 2.7 percent.

Series 2023/2026

During the fourth calendar quarter of 2023, 388,370 warrants in series 2023/2026 were acquired by 36 participants. The warrants were transferred at a price of SEK 26.72 per warrant, which corresponds to the fair market price calculated by an external part at the time of transfer. The warrants can be exercised for shares between June 15 and December 15, 2026 and the original exercise price per share was set at SEK 339.96, which corresponds to 120 percent of the volume-weighted average price according to Nasdaq Stockholm’s official price list during the five trading days immediately preceding the transfer. The so-called roof price was originally set at SEK 464.90, which corresponds to 164.1 percent of the same average share price. This means that if the market price of the company’s share exceeds the roof price when the option is exercised, the exercise price shall be increased accordingly.

Following recalculation for dividends, each warrant will entitle the option holder to subscribe for 1.01 new shares at the exercise price of SEK 335 and the roof price has been set at SEK 459.90.

537,630 warrants in series 2023/2026 have been cancelled.

Series 2024/2027

During the second calendar quarter of 2024, 326,009 warrants in series 2024/2027 were acquired by 28 participants. The warrants were transferred at a price of SEK 29.77 per warrant, which corresponds to the fair market price calculated by PwC at the time of transfer. The warrants can be exercised for shares between June 15 and December 15, 2027 and the exercise price per share has been set at SEK 379.94, which corresponds to 120 percent of the volume-weighted average price according to Nasdaq Stockholm’s official price list during the five trading days immediately preceding the transfer. The so-called roof price has been set at SEK 519.57, which corresponds to 164.1 percent of the same average share price. This means that if the market price of the company’s share exceeds the roof price when the option is exercised, the exercise price shall be increased accordingly.

 

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