Incentive Programs

The purpose with Betsson's incentive programmes is to establish conditions for retaining, motivating, and recruiting competent staff to the Group as well as aligning management and shareholders’ interests to contribute to the company’s long-term value growth. The programmes are approved by the Annual General Meeting following a proposal from the Board of Directors.

Betsson currently has the following outstanding incentive programs.

• 2021-2024: Call options and employee stock options
• 2022-2025: Call options and employee stock options
• 2023-2026: Performance-based share rights
• 2024-2027: Performance-based share rights

Option programs:

The programmes are designed for senior executives and other key employees within the Group and have historically provided an opportunity to acquire share options that give a corresponding right to buy B shares in accordance with certain terms and conditions. The incentive programmes are divided into two main parts, where employees in Sweden are offered to buy call options at market price and employees abroad are offered stock options, subject to the employee making a corresponding investment in Betsson shares. To promote participation in the programmes, the Board of Directors decided in 2021 to grant a cash bonus corresponding to the option premium for a certain part of the call options (series A call options). The bonus is paid out after the call options have expired and provided that the employee remains in service during the vesting period. For the remaining part, series B call options, no bonus is paid. The call options are conditional on the employee remaining in service during the vesting period. Similarly, some of the employee stock options (series A employee stock options) are offered free of charge, while some of them (series B employee stock options) require that the employee owns, or makes, a corresponding investment in Betsson shares. The employee stock options are conditional on the employee remaining in service during the vesting period and having retained his or her initial investment in Betsson shares. The share options are issued with a fixed exercise price of 130 % of the shares' market price on the allotment date. The share-based payments have a cap corresponding to the most recent payment price before the launch of the programmes multiplied by 2.6 (i.e., an increase of 130 %). The Group has no legal or informal obligation to repurchase or settle the share options in cash. The share options are valued according to the Black-Scholes option valuation model.

For more details about each option program, see the table below.

Performance-based share rights 2023-2026:

The Annual General Meeting 2023 decided to implement a performance-based incentive plan, as well as on the transfer of own shares to the participants of the plan. The plan, in summary, means that the participant will receive a performance share right free of charge, amounting to 225 percent of the participant’s gross annual fixed salary as of 1 January 2023, which, based on the fulfilment of the performance conditions (revenue, EBIT, operational cash flow, and ESG) during the performance period, entitles the participant to receive series B shares. The performance period runs from January 2023 to December 2025 and the allocation of performance shares will take place in the second quarter of 2026. The plan will have approximately 15 participants consisting of the CEO, Group Management and Operational Management. The Board of Directors will establish target levels for the performance conditions regarding revenue, EBIT and operational cash flow. Upon full allocation of performance shares, the number of shares will amount to 1,100,379 shares of series B in Betsson, corresponding to a dilution effect of approximately 0.8 percent of the share capital and approximately 0.4 percent of the votes in the company.

Performance-based share rights 2024-2027:

The Annual General Meeting 2024 decided to implement a performance-based incentive plan, as well as on the transfer of own shares to the participants of the plan. The plan, in summary, means that the participant will receive a performance share right free of charge, amounting to 225 percent of the participant’s gross annual fixed salary as of 1 January 2024, which, based on the fulfilment of the performance conditions (revenue, EBIT, operational cash flow, and ESG) during the performance period, entitles the participant to receive series B shares. The performance period runs from January 2024 to December 2026 and the allocation of performance shares will take place in the second quarter of 2027. The plan will have approximately 14 participants consisting of the CEO, Group Management and Operational Management. The Board of Directors will establish target levels for the performance conditions regarding revenue, EBIT and operational cash flow. Upon full allocation of performance shares, the number of shares will amount to 980 460 shares of series B in Betsson, corresponding to a dilution effect of approximately 0.7 percent of the share capital and approximately 0.3 percent of the votes in the company.