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Incentive programs

Management LTIP 2026

On 1 June 2026, an extraordinary general meeting of the Company adopted a long-term incentive programme for certain employees within the Group (the “Management LTIP 2026”) and resolved to issue a maximum of 2,000,000 convertible and redeemable shares of Class C1 (the “C1 Shares”). The purpose of the Management LTIP 2026 is to align the interests of Nordtech’s shareholders and employees and create incentives for Nordtech’s future value growth. Management LTIP 2026 comprises approximately 31 participants, including members of Group Management and the CEOs of the Group Companies.

In order for participants to be eligible to participate in the Management LTIP 2026, participants shall, in addition to being employed by the Company and the employment not having been terminated, have made an investment in Nordtech through subscription for C1 Shares. C1 Shares shall be issued to the participants at market value at the time of the issue, which shall be determined by an independent valuation institute using customary valuation methods based on market conditions at the time of the issue. The final investment amount and the final number of C1 Shares for each category and participant will be determined by the market value per C1 Share at the time of the issue. The total number of C1 Shares issued under the Management LTIP 2026 shall not exceed 2,000,000.

The Board of Directors will decide on the allotment for each category and participant. The maximum allotment per participant, expressed as a percentage of the total number of issued C1 Shares, is set forth in the table below. If any C1 Shares remain in any category after allotment, the remaining C1 Shares may be allotted to participants in other categories. If the remaining C1 Shares are insufficient to satisfy all applications, the C1 Shares shall be allotted pro rata in relation to the acquired number of C1 Shares. The Board of Directors will decide on the allotment on or around 9 June 2026.

The maximum allotment per participant, expressed as a percentage of the total number of issued C1 Shares, shall be 27.5 percent for the Group CEO (one person), 20.0 percent for Group Management (approximately three persons), 6.0 percent for the VP Segment (approximately four persons), 14.0 percent for the CEOs of the Group Companies (approximately nineteen persons), and 2.5 percent for other key employees (approximately four persons).

C1 Shares will carry voting rights corresponding to one tenth (1/10) vote per share. C1 Shares do not entitle the holder to receive dividends from the Company. Following a decision by the Board of Directors, C1 Shares may be converted into ordinary shares.

The conversion of C1 Shares shall be conditioned on that the volume-weighted average price of the Company’s ordinary share on Nasdaq Stockholm during the ten trading days immediately following the Board of Directors’ resolution on conversion (the “Closing Price”) having reached at least 130 percent of the Offering Price (the “Hurdle Value”). Provided that the condition for conversion is met, the Board of Directors shall, no later than four weeks after the publication date of the Company’s interim report for the second quarter 2029, resolve to convert a number of C1 Shares into ordinary shares, as determined in accordance with the formula described below. Conversion shall be carried out on a pro rata basis in relation to each participant’s holding of C1 Shares at the time of the conversion. For further information on conversion of C1 Shares if, at the time of the Board of Directors’ resolution on conversion, there is no applicable price for the Company’s ordinary shares on Nasdaq Stockholm, see “Articles of Association”.

The number of C1 Shares to be converted into ordinary shares shall be calculated by subtracting the Hurdle Value from the Closing Price (which may at most amount to 250 percent of the Offering Price (the “Value Cap”)), and then multiplying that number with the number of outstanding C1 Shares and the conversion factor, and thereafter dividing the product by the Closing Price.

For the C1 Shares that are not converted into ordinary shares, the Board of Directors will resolve on redemption. As consideration upon redemption, an amount corresponding to the quota value of the share shall be paid. This also applies if the Closing Price does not exceed the Hurdle Value.

Full conversion into ordinary shares of all C1 Shares issued under the Management LTIP 2026 would result in a dilution for shareholders of in total 1.75 percent. 

Board LTIP 2026

The extraordinary general meeting held on 1 June 2026 further adopted a long-term incentive programme for the Company’s Board of Directors (the “Board LTIP 2026”) and resolved to issue a maximum of 115,000 convertible and redeemable shares of Class C2 (the “C2 Shares”). The Board LTIP 2026 is largely structured on the same terms as the Management LTIP 2026, with the principal differences being the eligible participants and the applicable allotment levels. The purpose of the Board LTIP 2026 is to incentivise the Board members to continue to contribute to the Company’s development and success, as well as attract and retain the relevant competence at Board level.

The Board members not participating in Board LTIP 2026 will decide on the allotment for each participant on or around 9 June 2026. The maximum allotment per participant, expressed as a percentage of the total number of issued C2 Shares, is set forth in the table below.

The maximum allotment per participant, expressed as a percentage of the total number of issued C2 Shares, shall be 40.0 percent for the Chair of the Board (one person) and 30.0 percent for the other members of the Board (two persons).

The C2 Shares will carry the same rights as the C1 Shares, and may be converted into ordinary shares following a decision by the Board of Directors. The conversion of C2 Shares shall follow the same mechanism as described for the C1 Shares above, save that (i) the Closing Price shall be determined during the trading days immediately following the publication date of the Company’s interim report for the second quarter 2029 (the “Closing Price 2029:2”), and (ii) the Hurdle Value shall be 110 percent of the Offering Price (the “Hurdle Value 2029:2”). Provided that the condition for conversion is met, the Board of Directors shall, no later than four weeks after the condition is met, resolve to convert a number of C2 Shares into ordinary shares on a pro rata basis. For further information on conversion of C2 Shares if, at the time for conversion, there is no applicable price for the Company’s ordinary shares on Nasdaq Stockholm, see “Articles of Association”.

The number of C2 Shares to be converted into ordinary shares shall be calculated in accordance with the same formula as set out above for the C1 Shares, save that no Value Cap applies to the C2 Shares.

As with the C1 Shares, C2 Shares that are not converted into ordinary shares shall be redeemed by the Board of Directors at an amount corresponding to the quota value of the share. This also applies if the Closing Price 2029:2 does not exceed the Hurdle Value 2029:2.

Full conversion into ordinary shares of all C2 Shares issued under the Board LTIP 2026 would result in a dilution for shareholders of in total 0.20 percent.