Appendix 4
1
Objectives of the Incentive Program
The objective of the proposed incentive programme is to create conditions for retaining and
recruiting competent employees for the Group. The incentive programme has been structured to
reward the participants for an increase in shareholder value by offering an allocation of warrants
and stock options based on the fulfilment of result-oriented and business-oriented performance
conditions that have been adopted. Participation in the programme requires a personal
investment by each participant since the participant must pay the market price of the warrants.
By linking the employee's reward with the development of the company's profits and increase in
value, long-term growth in the company is rewarded. Against this background, the Board of
Directors is of the opinion that the adoption of an incentive programme as set out above will
have a positive effect on the MTG group's future development and thus be beneficial for both
the company and its shareholders.
2
Other Outstanding Share Related Incentive Programs
On 16 February 2001, the Extraordinary General Meeting resolved on a stock option program.
The stock options entitle to acquisition of Class B shares in the company. Senior executives and
key employees are entitled to allocation of stock options. The following terms and conditions are
applicable to outstanding stock options:
The stock options are exercisable at the earliest three years and at the latest eight years from
time of grant. The stock option holders must at the time of exercise remain in the employment of
the MTG group. The stock options are granted free of charge and may not be transferred. The
term, the strike price and the number of outstanding stock options are set forth in the summary
below.
Year of grant
2001
Number of granted stock options
1,507,019
Price per share (SEK)
294.50
Outstanding shares that can be acquired
689,130
In order to ensure the company's undertaking to deliver Class B shares upon exercise of the
stock options, and to cover any administrative costs, social security contributions and equivalent
taxes that may arise as a result of these stock options, subordinated debentures with
detachable warrants were issued during 2001 and 2002 to the wholly owned subsidiary MTG
Holding AB. The warrants entitle to subscription for a total of 1,990,469 new Class B shares
On the annual general meeting on 11 May 2005 its was resolved to adopt an incentive program
for senior executives and other key employees employed in the MTG group, meaning that
employees are offered a combination of warrants and stock options, which entitle them to
acquire Class B shares in the company. The participants in the incentive program have
purchased warrants on market terms. For each warrant purchased, the participant have been
offered a maximum of two stock options, each carrying the right to acquire one Class B share.
The subscription price of the warrants and the acquisition price of the stock options equals 115
percent of the average last trading price of the company's Class B share during the ten trading
days immediately following the day of the Annual General Meeting. The warrants are run during
