DuringApril-May 2021, 234,390warrants have been subscribed by related persons in themanagement team. Themarket price of thewarrants, calculated using the Black-Scholes option pricingmodel, was SEK11.89. The company has received a total of SEK5.0million in 2021 as payment for all thewarrants subscribed under the programme. In total, the 2021/2024 serieswarrant programme covers up to 40 persons and nomore than 469,253warrants. The exercise price of thewarrants corresponds to 135 percent of the price fixed in the company's IPO, equivalent to SEK155.25, with a cap of 250 percent, which means that thewarrants do not generate any additional return at a share price above SEK287.50. Additional parameters in the valuationmodel were a risk-free interest rate of -0.18%and an expected volatility of 32.0%, whichwas determined on the basis of historical volatility of comparable companies. The programme is equity-based and exercises to shares. The full terms of thewarrants also include customary vesting and conversion conditions, including for dividends paid prior to the exercise of thewarrants.
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 themanager is responsible for. Decisions regarding variable paymentmodels and the outcome of suchmodels shall bemade by the Board of Directors. The variable cash remunerationmay amount to notmore than 50 percent of the fixed annual cash salary. In addition to the aforementioned remuneration forms, remunerationmay also in certain exceptional cases and in accordancewith the principles set forth in the Company’sHRPolicy, be paid in connectionwith newemployment 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 Theretirementage isundernormal circumstances65years.Pensionplansforsenior executivesshall followormatchITPintermsofcompensationlevel. Othercustomarybenefits(suchascompanyhealthcare)shallbeonmarket terms. Suchbenefitsmayamount tonotmorethan20percentof thefixedannual cashsalary. Remunerationunderemploymentssubject toother rulesthanSwedishmaybeduly adjustedtocomplywithmandatoryrulesorestablishedlocalpractice, takinginto account, totheextentpossible, theoverallpurposeof theseguidelines. Remuneration Committee The Board of Directors of Hemnet Group AB shall appoint a Remuneration Committee tomonitor and assess compliance with these guidelines. The Remuneration Committee shall also prepare andmake recommendations for resolutions to be adopted by the Board of Directors pertaining tomatters 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-relatedmatters in so far as they are affected by suchmatters. 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, suchmatters 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 beenmade 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 inmore detail in the Rules of Procedure for the Remuneration Committee, adopted by the Board of Directors. Yearly Review Remuneration for senior executives shall be reviewed yearly and at least every fourth year, on the basis of area of responsibility, performance and competence, aswell as the principles for remuneration described above. Termination Notice and Severance Pay Thenoticeperiodforseniorexecutives, andtheperiodof timeduringwhichsalary paymentwill continue, shallgenerallybesix(6)months.However, insituationswhere Hemnet terminatestheemployment, severancepaymayamount toamaximumof twelve(12)monthlysalaries.Fixedcashsalaryduringtheperiodofnoticeand severancepaymaytogethernotexceedanamountequivalent tothefixedcashsalary for twelve(12)monthsforseniorexecutives. Additionally, remunerationmaybepaidfornon-competeundertakings.Such remunerationshall compensatefor lossof incomeandshallonlybepaidinsofarasthe previouslyemployedexecutive isnotentitledtoseverancepay.Theremunerationshall bebasedonthefixedcashsalaryat thetimeof terminationofemploymentandbepaid duringthetimethenon-competeundertakingapplies, howevernot formorethan twelve(12)monthsfollowingterminationofemployment. Compensation to Board Members Members of the Board of Directorsmay, in certain caseswhere particularly motivated in light of the boardmember’s competence and suitability, perform services outside of the ordinary directorship. Market compensation shall be paid for such services, which is to be decided by the Board of Directors. Remunerations of this kind are to be presented in the financial reports in accordancewith applicable accounting legislation. Salary and employment conditions for employees In the preparation of the Board of Directors’ proposal for these guidelines, salary and employment conditions for employees of Hemnet GroupABhave been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the RemunerationCommittee’s and the Board of Directors’ basis of decisionwhen evaluatingwhether theguidelinesand the limitationsset out hereinare reasonable.
G1 G2 G3 G4 G5 G6 G7 G8 G9
Number outstanding as of 31/12/2021
Number outstanding as of 31/12/2020
Granted per year, warrants acquired allocated 2021
Value per allocated warrant
Exercise price
Matu- rity
469,253
- 155.25 11.89 2024
Holdings, members of the management team Cecilia Beck-Friis 97,135
G10 G11 G12 G13 G14 G15 G16 G17 G18 G19 G20 G21 G22 G23 G24 G25 G26 G27 G28 G29
- 155.25 11.89 2024
Carl Johan Åkesson Francesca Cortesi
31,675
- 155.25 11.89 2024
21,116 21,116
- 155.25 11.89 2024 - 155.25 11.89 2024 - 155.25 11.89 2024 - 155.25 11.89 2024 - 155.25 11.89 2024
Jessica Sjöberg
PerOla Schelvander
21,116
Pierre Bergström 21,116
Sarah Wu
21,116
Guidelines for remuneration of senior executives adopted at the the Annual General Meeting 2021 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 2021. These guidelines do not apply to any remuneration decided or approved by the General Meeting. These guidelines also encompassmembers of the Board of Directors inHemnet, to the extent towhich they performservices outside of their directorship. 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 everyonewho is looking for, selling and brokering a home in one place. This isHemnet's core business. By collecting all housing ads in one digital marketplace, Hemnetmakes it easier andmore 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. Formore information regarding the Company’s business strategy, please see www.hemnetgroup.se/com. The guidelines have been drawn up to successfully implement the Company’s business strategy and safeguarding of its long-term interests, including its sus- tainability, and to create clarity and transparencywith regard to the remuneration that senior executives shall receive, and under which circumstances that remune- ration can be paid tomembers of the Board of Directors outside of the ordinary directorship. Variable cash remuneration covered by these guidelines shall aimat promoting the Company’s business strategy and long-term interests, including its sustaina- bility. Remuneration Principles Hemnet shall strive to offer a compensation that attracts, motivates and retains senior executives in benchmarkwith its peers, which primarily are platform companies and digital service companies.
P1 P2 P3 P4 P5 P6 P7 P8 P9
Remuneration to senior executives shall consist of: - Fixedmarket salary
- Variable cash remuneration based on fulfillment of clear goals for the Company - Possibility to participate in long-termshare-based incentive programmes - Pension and other customary benefits
52 · HEMNET GROUP | ANNUAL AND SUSTAINABILITY REPORT 2021
Financial statements
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