Employee Options Program 2013/2017
The 2013 Annual General Meeting voted in favour of establishing a new, long-term employee incentive programme involving the allotment of a maximum of 900,000 employee options free of charge to all Group employees.
The employees will receive options based on their performance in the 2013, 2014 or 2015 financial years and allotment will take place in connection with the publication of the year-end financial statement for the subsequent year. Each employee option will entitle the holder to acquire 1.207 new share in BioInvent for a subscription price of SEK 2.92 during the period from the date of publication of the Company’s year-end financial statement for the 2016 financial year up to and including 1 December 2017. Subscription price and number of shares that each employee option entitles to are converted pursuant to rights issues carried out. Allotment of 100,747 employee options took place in February 2014, 74,516 employee options took place in February 2015 and 50,250 employee options in February 2016.
To guarantee BioInvent’s commitment and cover the costs associated with Employee Incentive programme 2013/2017, the 2013 Annual General Meeting resolved to issue a maximum of 1,182,780 warrants to BioInvent Finans AB.
If all allotted employee options relating to Employee Incentive Programme 2013/2017 are exercised for subscription of new shares and the additional warrants ensuring BioInvent’s costs in relation to the allotted employee options, the Company’s share capital will increase by SEK 28,617 equivalent to about 0.1 percent of shares and votes in the Company after full exercise.
Subscription Warrants Programme 2016/2019
The 2016 Annual General Meeting resolved to adopt an incentive programme for the company’s employees in the form of a subscription warrants programme. Under the programme 957,571 subscription warrants have been transferred with a maximum dilution effect of approximately 0.3 percent.
The programme includes all employees except the CEO and other senior executives comprised by the retention bonus programme implemented in 2015. The subscription warrants are transferred at market value and each employee may be allotted a maximum of 50,000 subscription warrants. 855,000 subscription warrants were transferred in the second quarter 2016 and 102,571 subscription warrants were transferred by the end of December 2016. Subscription of shares by exercise of subscription warrants shall take place during the period from and including 1 July 2019 up to and including 1 December 2019. The subscription price per share shall be SEK 2.81. As part of the incentive programme, participants who remain in their employment with the company as per 1 June 2019 receive a stay-on bonus corresponding to two times the amount paid for the acquired subscription warrants, however no more than SEK 60,000.
Board Share Program 2017
The 2017 Annual General Meeting resolved to adopt a Board share program for the members of the Board, whereby the members of the Board who wish to participate in the program are allocated 45 per cent of the basic fee for the Board assignment in the form of shares in BioInvent to a number that at the time of allocation in terms of value is equivalent to 45 per cent of the fee. The resolution includes a directed issue of a maximum of 900,000 warrants (corresponding to approximately 0.03 per cent of the total number of shares and votes in the company) and approval of transfer or warrants in order to secure the fulfilment of the company’s obligations under the program. Subscription of shares by virtue of the warrants shall be made no later than 30 July 2018 and the subscription price per share shall amount to the share’s quota value (presently SEK 0.08).
Option Program 2017/2020
The 2017 Annual General Meeting resolved to adopt a long-term incentive program in the form of an option program comprising management and other key persons, entailing a directed issue of maximum of 7,117,000 warrants (corresponding to approximately 2.3 per cent of the total number of shares and votes in the company) and approval of transfer of warrants to secure the fulfilment of the company’s obligations under the program and social security charges. The program means that the participants may be allotted a maximum of 5,650,000 warrants depending on performance and the company’s long-term value growth. Each option entitles the holder to subscribe for one new share in BioInvent during the period from the day of release of the company’s year-end report for the financial year 2019 up to and including 15 December 2020. The subscription price per share shall correspond to 130 per cent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during ten trading days as from and including 18 May 2017.
Employees will vest 50% of the options based on performance during each of the financial years 2017, 2018 and 2019, and 50% based on the company’s long-term value growth during the term of the program. The performance criteria for the participants shall be based on the same criteria as for the annual bonus, which principally are based on fixed technical milepost-criteria in projects, criteria for development of the project portfolio and other pre-determined criteria attributable to the business. The outcome criteria for the company’s long-term value growth are that the company’s market cap shall be at least three times as large during the period 1 July – 31 December 2019, calculated as an average in the same manner as the Subscription Price, in comparison with the market cap during the measure period for determination of the Subscription Price, calculated correspondingly. Allotment shall be proportional in relation to the period of employment during the year in question.
Vesting for other key persons shall amount to one third for each of the financial years 2017-2019 and be based on the assessment by the Board as to whether and to what extent the relevant person has contributed positively to the fulfilment of goals to be achieved by the relevant person and to the general development of the company during the respective financial year.