Incentive programs

The rationale for the incentive programs is to motivate and retain competent employees, align the participants’ goals with those of the Company, as well as to increase the motivation to meet and exceed the Company’s financial targets. In addition, AcadeMedia’s principal owner, Mellby Gård AB, has issued warrants (synthetic warrants) to the CEO of AcadeMedia.

Current incentive programs:

The convertible program is aimed at the employees within the AcadeMedia Group, excluding the CEO and the Group Management. The participants in the program must have entered into a pre-emption agreement with the Company. The program includes the issue of convertible bonds with a maximum nominal value of SEK 152,100,000 and an estimated maximum dilution of 2.5 percent. The participants are offered to buy convertibles at their nominal value, which corresponds to their estimated market value. Each convertible can be converted into shares in the company at a conversion rate of 120 percent of the average volume weighted share price during the period 1 February 2019 up to and including 7 February 2019. The convertible bonds carry interest from and including March 15, 2019, and may be converted into shares during four periods.

More information about the convertible program can be found in the Annual report 2018/19 Note 6 and in the full proposal by the Board of Directors of AcadeMedia AB (publ) on a directed issue of convertibles on the homepage. Please note that the original proposal was adjusted, the changes are described in the press release on 1 November 2018.

The share-matching plan is aimed at key employees in the AcadeMedia Group, approximately 70 individuals. The participants in the plan must have invested in the AcadeMedia Group through the acquisition of new shares in AcadeMedia. Thereafter, participants will be given the opportunity to receive ordinary shares in the program free of charge (however subject to taxation for benefits), known as matching shares.

More information about the share matching plan can be found in the notice of the Annual General Meeting of AcadeMedia AB (publ) 2021, item 17.

The warrant program is directed to senior executives and other key employees within the AcadeMedia Group, approximately 40 individuals, who has entered into a pre-emption agreement with the Company. They are offered to purchase warrants at market value calculated in accordance with the Black-Scholes valuation model. The holding of warrants and shares by senior executives in the Group Management is reported on the website in connection with the presentation of each executive.

More information about the warrant program can be found in the notice of the Annual General Meeting of AcadeMedia AB (publ) 2021, item 18.

In February 2021 Mellby Gård AB, the principal owner, offered the CEO of AcadeMedia, Marcus Strömberg, to acquire cash-settled synthetic warrants relating to AcadeMedia issued by Mellby Gård. The purpose of the program is to promote the Company’s long-term development and earnings. AcadeMedia AB has not participated in the offering and will not incur any costs as a result of the offering. The program will not either result in any dilution of the AcadeMedia share.

In total, Marcus Strömberg acquired 287,357 synthetic warrants at a price corresponding to the market value of the warrants, which has been calculated to SEK 1.5 million. If the warrants are exercised, a cash settlement will be paid from Mellby Gård AB.

The synthetic warrants are related to AcadeMedia’s ordinary share with a maturity of just over two years. The warrants can be exercised during the period February – October 2023. The exercise price per warrant is SEK 95, which corresponds to 115 percent of the volume-weighted price paid for AcadeMedia’s ordinary share on Nasdaq Stockholm during the period 8-12 February 2021. When exercising the warrant, the warrant holder will receive a cash payment from Mellby Gård corresponding to the market value of the ordinary share reduced by the exercise price, however, no more than SEK 25 per warrant. The warrant holder will not receive any cash payment if the market value is less than the exercise price. The Board of Directors in AcadeMedia has been informed about this offer to the CEO of AcadeMedia, in accordance with current regulations.