(Información remitida por la empresa firmante)
The Stock Options may be allocated to all employees who, at the time of allotment, are permanently employed by the INVISIO group, approx. 226 persons. Persons who, at the time of allotment, have resigned from their employment, or who have been dismissed from their employment by INVISIO, will not be granted Stock Options. Future employees, who have not yet commenced their employment at the time of allotment, may, conditioned upon that the employment commences on 1 December 2023 at the latest, be offered to participate in the Stock Option Program 2023/2026 if the board considers it compatible with the objective of the program. The participants may be granted the maximum number of Stock Options as stated below.
Category 1 – CEO may be granted a maximum of 24,000 Stock Options.
Category 2 – a maximum of five senior executives, may be granted a maximum of 12,000 Stock Options per person.
Category 3 – other employees, approx. 220 persons, may be granted a maximum of 6,000 Stock Options per person.
Allotment of Stock Options shall be based on inter alia the participant’s performance, position and importance for INVISIO.
No employee is guaranteed to be granted Stock Options.
The granted Stock Options are received free of charge.
After the Stock Options have been granted and vested, and to the extent the performance criteria for the Stock Options have been reached, each Stock Option entitles to the acquisition of one (1) share in INVISIO at a price corresponding to the average share price of INVISIO’s share during the period 1 April 2023 – 30 April 2023 (the “Purchase Price”). The average share price shall be calculated as the average for each trading day calculated average volume-weighted price paid for the INVISIO share on Nasdaq Stockholm, round off to the nearest full ten öre whereby five öre shall be round off upwards.
If, for whatever reason, a participant’s employment with the INVISIO group would come to an end before the end of the Vesting Period, the Stock Options will lapse and cannot be exercised. Only if the participant has been employed by the INVISIO group for at least 36 months at the end of the notice period, and:
a. the employment is terminated by INVISIO or any of its subsidiaries for any reason other than due to the participant’s breach of the employment agreement, or
b. the employment is terminated in INVISIO or any of its subsidiaries by the participant due to a significant breach of the employment agreement by INVISIO or any of its subsidiaries,
the participant shall be entitled to exercise the Stock Options during the Exercise Period.
A participant encompassed by items (a)-(b) above shall, with regard to the Stock Options, be treated as if he/she was still employed by the INVISIO group during the entire Vesting Period.
The number of granted Stock Options, which each participant will be entitled to exercise to acquire shares in INVISIO, is dependent on the extent to which the following performance criteria for the Stock Option Program 2023/2026 has been reached:
The share price development for the INVISIO share (including paid dividends from INVISIO to its shareholders for the period 1 April 2023 – 30 April 2026) during the Measurement Period compared to the SIX Portfolio Return Index (“SIXPRX”) reference index. (SIXPRX displays the average development (including dividends) on Nasdaq Stockholm adjusted for stock fund placement limitations.)
In order for all (100 per cent) of the Stock Options to entitle the participant to acquire shares in INVISIO it is required that the share price development for INVISIO surpasses SIXPRX with 20 percentage points. If the share price development surpasses SIXPRX with 10 percentage points, half (50 per cent) of the participant’s Stock Options will entitle the participant to acquire shares in INVISIO. If the share price development for the INVISIO share surpasses SIXPRX with more than 10 but with less than 20 percentage points, the Stock Options will entitle to acquisition of shares in INVISIO on a linear basis between 50 to 100 per cent. If the share price development in INVISIO does not surpasses SIXPRX with 10 percentage points, all (100 per cent) of the Stock Options will lapse.
The exercise of Stock Options to acquire new shares in INVISIO may, to the extent the performance criteria for the Stock Option Program 2023/2026 is reached and the participant has fulfilled the vesting conditions, occur during the period 15 May – 30 June 2026 (the “Exercise Period”).
The Exercise Period may be postponed if the board deems it suitable.
The Stock Options will automatically lapse and may no longer be exercised at the end of the Exercise Period.
Stock Options are non-transferrable and may not be pledged.
As far as the warrants, which have been issued to secure delivery of shares to the participants in the Stock Option Program 2023/2026, are subject to recalculation according to the terms and conditions for warrants, the Stock Options shall be recalculated accordingly.
Recalculation shall take place in the event of e.g. bonus issues, rights issues, reverse share splits and share splits in accordance with the terms and conditions for warrants 2023/2026, which are available on INVISIO’s website.
In the event of a change of control in INVISIO, which inter alia includes that someone, directly or indirectly, owns or controls 50 per cent or more of the votes in INVISIO as well as in certain other events, participants have a right to exercise granted Stock Options in advance, i.e. even during the Vesting Period.
The Stock Options shall be subject to the provisions of separate agreements with each participant.
The board shall be responsible for preparing the agreements with the participants and the administration of the Stock Option Program 2023/2026, with its primary terms and conditions being in accordance with the resolution by the Annual General Meeting. In connection therewith, the board may make adjustments in order to fulfil specific rules or market conditions. Further, the board may make other adjustments, including to resolve to reduce the number of Stock Options which may be exercised to acquire new shares (wholly or partially) for all employees or certain categories of employees which are encompassed by the Stock Option Program 2023/2026, if significant changes occur in the INVISIO group or on the market that the board considers entailing that the conditions for acquisition of new shares in the Stock Option Program 2023/2026 no longer fulfils the objective of the Stock Option Program 2023/2026.
B. ISSUANCE OF WARRANTS
In order to secure the delivery of shares pursuant to the Stock Option Program 2023/2026, the board of INVISIO proposes that INVISIO, deviating from the shareholders’ preferential rights, issues a maximum of 800,000 warrants, Series 2023/2026, entitling to subscription of new shares in INVISIO as follows.
The reason for the deviation from the shareholders’ preferential rights is that the issuance (and the transfer) ensures delivery of shares to the participants in the Stock Option Program 2023/2026. For an account of the reasons for adopting the Stock Option Program 2023/2026, please see item A.
C. APPROVAL OF TRANSFER OF WARRANTS
The board proposes that the Subsidiary may transfer/dispose the warrants to the participants or otherwise to third parties for the purpose of delivering shares in INVISIO to the participants in accordance with the terms and conditions of the Stock Option Program 2023/2026. The Subsidiary may only transfer/dispose the warrants for this purpose.
D. MISCELLANEOUS
1. Majority requirements
Resolutions in accordance with the board’s proposals are encompassed by Chapter 16 of the Swedish Companies Act (2005:551) and are therefore conditional upon being supported by at least 9/10 of the votes cast and the shares represented at the general meeting.
2. Registration
The board of INVISIO further proposes that the board, or the person that the board may appoint, shall be authorized to make the adjustments in the resolution as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
3. Preparation of the proposal
(CONTINUA)