Incentive program Long-Term Incentive Plan ("LTIP")
These guidelines also encompass members of the Board of Directors in Hemnet, to the extent to which they perform services outside of their directorship.
Hemnet has two long-term incentive programs as of December 31, 2022, where senior ex-ecutives and a number of selected employees with key competencies offered to purchase warrants that give the right to acquire shares in the parent company. The first warrant program was resolved by the Annual General Meeting 2021, followed by a corresponding program resolved at the 2022 Annual General Meeting. It's the board's intention that the structure of the warrant programs shall be long-term and the Board of Directors therefore intends to present at the 2023 Annual General Meeting corre-sponding proposal for the establishment of warrant programs for 2023/2026. The options are valued according to the Black & Scholes model, which means that the value on the options, among other things, is dependent on the value of the underlying share. All warrants have been valued at and acquired for market value. They The full terms and conditions of the warrants also include customary conditions regarding vesting and recalcu-lation, including for dividends paid prior to the exercise of the warrants. LTIP I - 2021/2024 A total of 469,253 warrants were issued under the LTIP I Total program 469,253 warrants were issued under the LTIP I 2021/2024 program. In 2021, 234,390 options were subscribed for by related parties in Steering group. The market price of the warrants, calculated according to Black & Scholes' option valuation model, was SEK 11.89. The exercise price for the warrants amounts to 135 percent of the established the price in the company's IPO, corresponding to SEK 155.25, with a ceiling of SEK 250 percent, which means that the options do not generate any additional return at a share price above SEK 287.50. In 2022, a total of 67,528 warrants were repurchased from persons who left the company during the year. LTIP II - 2022/2025 A total of 533,000 warrants were issued under the LTIP II program 2022/2025. In 2022, 174,000 options were subscribed for by related parties in Steering group. During 2022, new senior executives, who have not yet joined Hemnet, has subscribed for a total of 35,000 warrants under the LTIP II program. The average market price of the warrants, calculated according to the Black & Scholes option valuation model, was SEK 17.26. The exercise price of the warrants corresponds to 130 percent of the volume- weighted share price of the parent company's share on Nasdaq Stockholm during the measurement period in May 2022, corresponding to SEK 155.00, with a ceiling of 250 percent, which means that the options do not generate any additional returns at a share price above SEK 298.10.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability. In short, the Company’s business strategy is the following. Hemnet gathers everyone who is looking for, selling and brokering a home in one place. This is Hemnet's core business. By collecting all housing ads in one digital marketplace, Hemnet makes it easier and more efficient for all parties involved. Hemnet's goal is to continue to be the leading housing portal in Sweden and to broaden and develop its offering based on its current position. For more information regarding the Company’s business strategy, please see www.hemnetgroup.com. The guidelines have been drawn up to successfully implement the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, and to create clarity and transparency with regard to the remu - neration that senior executives shall receive, and under which circumstances that remuneration can be paid to members of the Board of Directors outside of the ordinary directorship. Variable cash remuneration covered by these guidelines shall aim at promo- ting the Company’s business strategy and long-term interests, including its sustainability. Remuneration Principles Hemnet shall strive to offer a compensation that attracts, motivates and retains senior executives in benchmark with its peers, which primarily are plat - form companies and digital service companies. Remuneration to senior executives shall consist of: - Fixed market salary - Variable cash remuneration based on fulfillment of clear goals for the Company - Possibility to participate in long-term share-based incentive programs - Pension and other customary benefits As regards variable remuneration, such compensation shall be tied to financial or non-financial concrete, measurable goals for the Company and/or the department that the manager is responsible for. Decisions regarding variable payment models and the outcome of such models shall be made by the Board of Directors. The variable cash remuneration may amount to not more than 50 percent of the fixed annual cash salary. In addition to the aforementioned remuneration forms, remuneration may also in certain exceptional cases and in accordance with the principles set forth in the Company’s HR Policy, be paid in connection with new employment in order to attract certain key individuals to the Company for the purpose of supporting Hemnet's business strategy. Such remuneration shall be limited to the first year of employment. Pension and other customary benefits The retirement age is under normal circumstances 65 years. Pension plans for senior executives shall follow or match ITP in terms of compensation level. Other customary benefits (such as company health care) shall be on market terms. Such benefits may amount to not more than 20 percent of the fixed annual cash salary. Remuneration under employments subject to other rules than Swedish may be duly adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines. Remuneration Committee The Board of Directors of Hemnet Group AB shall appoint a Remuneration Committee to monitor and assess compliance with these guidelines. The Remuneration Committee shall also prepare and make recommendations for resolutions to be adopted by the Board of Directors pertaining to matters regarding remuneration principles, remuneration and other terms of employment for the CEO. The CEO and other senior executives do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. The Remuneration Committee shall also prepare, propose, monitor and assess long term share-based incentive programs for variable compensation and long term incentive programs for the company management. As regards matters concerning fixed remuneration to other senior executives, such matters shall as a starting point be made by the CEO in accordance with these guidelines. However, decisions regarding such remuneration to senior executives that have been made by the CEO shall be presented to the Remuneration Committee and the Board of Directors before it shall be deemed final, and before that point it shall not be communicated. The duties of the Remuneration Committee are described in more detail in the Rules of Procedure for the Remuneration Committee, adopted by the Board of Directors.
G1 G2 G3 G4 G5 G6 G7 G8 G9
G10 G11 G12 G13 G14 G15 G16 G17 G18 G19 G20 G21 G22 G23 G24 G25 G26 G27 G28
Value per allocated warrant
Number out-
Warrants issued
standing Exercise price
Per 31 December 2020
-
-
-
allocated LTIP I
469 253 469 253 533 000
155,25 155,25 155,00 155,12
11,89 11,89 17,26 14,75
Per 31 December 2021
P1 P2 P3 P4 P5 P6 P7 P8 P9
Allocated LTIP II
Per 31 December 2022
1 002 253
Share savings program for employees The Board of Directors of Hemnet has decided to introduce a long-term incitement program for employees in the form of a performance-based share program. In the program, participants have invested in shares in Hemnet Group. For two savings shares, the participant receives 1 matching stock. The terms of the program are that the participant has retained all savings shares in the period from the end of the investment period and 36 months onwards and that the participant is still employed by the company during the savings period. In the share savings program, which started in November, includes shares of 11,200, to a value of SEK 1.4 million and is reported in accordance with IFRS 2 and the effect on personnel costs during the year is SEK 0.013 million. Guidelines for remuneration of senior executives adopted at the the Annual General Meeting 2022 These guidelines encompass the terms for the CEO and other senior executives in Hemnet Group AB (publ) and its subsidiaries (below “Hemnet” or the “Company”), i.e. managers reporting directly to the CEO. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2022. These guidelines do not apply to any remuneration decided or approved by the General Meeting.
56 · Hemnet Group | Annual and sustainability report 2022
Financial statements
Made with FlippingBook flipbook maker