Incentive programs

The ASSA ABLOY Group has issued several convertible debentures to employees in the Group. The first debenture was issued in 1995 and about 400 employees participated in the issue. The debenture amounted to about SEK 75 M and ran from 29 June 1995 to 30 June 2000. The second debenture was issued in 1997. A total of 1,400 employees participated in this issue. This debenture amounted to SEK 250 M and ran from 8 December 1997 to 2 December 2002. In 2001 a convertible debenture amounting to EUR 100 M was issued. The program expired in November 2006 and no conversion took place. Over 2,000 employees in more than 15 countries are participating in the four current Incentive programs, Incentive 2004, Incentive 2006, and Incentive 2007.

Incentive program 2007
On June 20, 2007 a further convertible debenture, Incentive 2007, was issued. Like Incentive 2004 and Incentive 2006, this is based on four series of convertible bonds each with a value of EUR 25 M. The only difference between the series of bonds is the conversion price. On full conversion, at a conversion price for Series 1 of EUR 18.00, Series 2 of EUR 20.50, Series 3 of EUR 23.00 and Series 4 of EUR 25.40, an additional 4,679,610 shares would be created. The dilution effect of this program, based on the maximum increase in the number of shares after dilution, will amount to 1.2 percent of the share capital and 0.8 percent of the number of votes. The aggregate dilution that may follow together with Incentive 2004 and Incentive 2006 will be approximately 3.9 per cent of the share capital and approximately 2.6 per cent of the total number of votes. Any conversion of Incentive 2008 will take place in a 30-day period between May and June 2012.

Recommendation by the BoD Incentive 2007


Incentive program 2006
On June 12, 2006 a further convertible debenture, Incentive 2006, was issued. Like Incentive 2004, this is based on four series of convertible bonds each with a value of EUR 9,6 M. The only difference between the series of bonds is the conversion price. On full conversion, at a conversion price for Series 1 of EUR 14.60, Series 2 of EUR 15.90, Series 3 of EUR 17.30 and Series 4 of EUR 18.60, an additional 2,332,350 shares would be created. The dilution effect of this program, based on the maximum increase in the number of shares after dilution, will amount to 0.6 percent of the share capital and 0.4 percent of the number of votes. The aggregate dilution that may follow together with Incentive 2001 and Incentive 2004 will be approximately 4.0 per cent of the share capital and approximately 2.7 per cent of the total number of votes. Any conversion of Incentive 2006 will take place in a 180-day period between December 2010 and June 2011.

Recommendation by the BoD Incentive 2006
Recommendation-by-the-BoD-Incentive-2006.pdf

Incentive program 2004
In 2004 a further convertible debenture was issued. Incentive 2004, is based on four series of convertible bonds each with a value of EUR 25 M. The only difference between the series of bonds is the conversion price. On full conversion, at a conversion price for Series 1 of EUR 10.20, Series 2 of EUR 12.20, Series 3 of EUR 14.30 and Series 4 of EUR 16.30, an additional 7,782,155 shares would be created. The dilution effect of this program, based on the maximum increase in the number of shares after dilution, will amount to 2.1 percent of the share capital and 1.4 percent of the number of votes. Any conversion of Incentive 2004 will take place in a 90-day period between March and June 2009.

Recommedation by the BoD Incentive 2004
Recommendation-by-the-BoD-Incentive-2004.pdf

Published 23 Jan 2007

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+46 (0)8 506 485 79

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ASSA ABLOY AB
P.O. Box 70340
SE-107 23 Stockholm, Sweden
Visiting address: Klarabergsviadukten 90
Phone: +46-8 506 485 00
Fax: +46-8 506 485 85