SP Group — Share Issue/Capital Change 2018

Mar 24, 2018

SP Group

NASDAQ Copenhagen A/S
Nikolaj Plads 6
1007 København K

Announcement No. 15 / 2018
22 March, 2018
CVR No. 15701315

Grant of warrants to the Executive Board and Managers

Today the Board of directors decided to establish a warrant agreement for the Executive Board and 41 managers in the Group. The agreement is based on warrants issued pursuant to the Articles of Association, item 5, subsection 4, that empowers the Board of Directors to use this authority. The warrant plan was adopted by the Board of Directors at the General Meeting in 2016. 41,500 warrants will be issued, of which 5,000 are granted the Executive Board and the remaining warrants are granted the Managers.

The granting is motivated in a wish for linking the Managers closer to the Group.

The exercise price for each warrant is DKK 1,250.00 nominally DKK 10 shares plus 7.5 % p.a. as of 1 April 2018 and until exploitation happens. The exercise price is fixed based on the market conditions immediately before the Annual Report was released on the 22 March 2018.

The Warrants entitle the owner to subscribe shares in the Group from 1 April 2021 to 31 March 2024, provided that the acquisition exclusively takes place in the first 2 weeks of the period of time in which the Managers pursuant to the internal rules of the Group are allowed to trade the Group's shares.

It is estimated that the Warrants will have a value of DKK 65.00 for each warrant with a total market value of approximately DKK 2,678,077.00. The markets value of the Warrants is calculated by application of the Black-Scholes formula and a historical volatility based on the share price of the Group during the latest 3 months, an interest rate of 0.00 % p.a., a share prices of DKK 1,075.00 and provided that the granted warrants will be utilised in April 2021. Any dividend distribution in the period of time is taking into account.

Alternatively, the Executive Board and the 41 executives can acquire the warrants at market price as determined above against cash payment. The acquisition offer is valid for the next two months.

If the above participants resign from the subsidiary in the Group where he/she is engaged, the number of Warrants will be reduced relatively taking into account that the participant just has had a relation to the Group in some of the warrant plan's maturity period. This, however, will not be valid in case the participants have acquired and paid the warrants.

Further information:

CEO Frank Gad
Phone: (+45) 70 23 23 79
www.sp-group.dk

In case of any discrepancies, the Danish version shall prevail.

SP Group A/S, Snavevej 6-10, 5471 Søndersø, Denmark, www.sp-group.dk