(Información remitida por la empresa firmante)
Preparation, administration and the right to amend the terms of the OptionsThe Nomination Committee is responsible for preparing the detailed terms and conditions of Board ESOP 2023, in accordance with the above-mentioned terms and guidelines. To this end, the Nomination Committee shall be entitled to make adjustments to meet foreign regulations or market conditions, including resolving on cash or other settlement if deemed favorable for Immunovia based on foreign tax regulations. The Nomination Committee may also make other adjustments if significant changes in Immunovia or its environment would result in a situation where the existing terms and conditions of Board ESOP 2023 no longer serve their purpose.
Preparation of the proposal
Board ESOP 2023 has been initiated and prepared by the Nomination Committee of Immunovia together with external counsel including US legal counsel. It has been structured based on an evaluation of prior incentive programs and market practice in the United States in order to attract, retain and motivate board members.
Dilution
Subject to certain recalculation conditions, the maximum number of shares that may be issued to participants under Board ESOP 2023 is 483,616 shares and, in addition, a maximum of 165,693 shares may be issued in order to cover any social security costs due to Board ESOP 2023, i.e. a maximum of 649,309 shares, which corresponds to a dilution of approximately 1.4 percent on a fully diluted basis. Taking into account also the shares which may be issued pursuant to warrants under the Company’s outstanding incentive programs as well as the proposed long-term incentive program for the Company’s employees and consultants, the maximum dilution amounts to approximately 6.7 percent on a fully diluted basis.
The dilution is expected to have a marginal effect on the Company’s key performance indicator “Earnings (loss) per share”.
Information about Immunovia’ existing incentive programs can be found in the Company’s annual report 2022 in note 10.
Scope and costs of the program
Board ESOP 2023 will be accounted for in accordance with “IFRS 2 – Share-based payments”. IFRS 2 stipulates that the Options shall be expensed as personnel costs over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the vesting period.
Assuming a share price at the time of allocation of Options of SEK 0.87 and that all Options are allocated up-front under the assumptions set out under “Dilution” above, the cost for Immunovia according to IFRS 2 is estimated to be approximately KSEK 155 before tax (non-cash flow). The social security costs over the vesting period are estimated to be approximately a total of KSEK 50, based on the above assumptions, that all Options are fully vested, a vesting period for all Options up until Immunovia’s annual general meeting 2024 and social security costs of 31.4 percent. It is envisaged that the social security costs associated with Board ESOP 2023 will be covered by the cash received from the participants at exercise of Options. If necessary, social security costs will be covered by hedging measures through the issue of warrants (see item 9b below) which would be exercised by a financial intermediary in connection with the exercise of the Options. In either case, the social security costs associated with Board ESOP 2023 will be fully covered and will hence not affect the Company’s cash flow.
The total cost of Board ESOP 2023, including all social security costs, is estimated to amount to approximately SEK 204,000 under the above assumptions. However, the actual costs are likely to be lower, since not all participants are Swedish residents and social security costs will therefore not apply to all participants.
The costs associated with Board ESOP 2023 are expected to have a marginal effect on the Company’s key performance indicators.
Delivery of shares under Board ESOP 2023
In order to ensure the delivery of shares under Board ESOP 2023 and if necessary for hedging of social security costs, the Nomination Committee proposes that the extraordinary general meeting resolves to issue and use warrants in accordance with item 9b below.
9b — Issue of warrants
In order to ensure the delivery of shares under Board ESOP 2023, and for hedging of social security costs, the Nomination Committee proposes that the extraordinary general meeting resolves to issue not more than 649,309 warrants, whereby the Company’s share capital could be increased by not more than SEK 32,465.45.
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only be granted the wholly owned subsidiary Immunovia Incentive AB (the “Subsidiary”). The reason for the deviation from the shareholders’ pre-emptive rights is the implementation of Board ESOP 2023. The Subsidiary shall be entitled to transfer the warrants to participants or a financial intermediary in connection with exercise.
The warrants shall be issued free of charge and shall be subscribed for on a subscription list no later than 31 December 2023. The Board of Directors may extend the subscription period. The exercise price for subscription for shares based on the warrants shall correspond to the share’s quota value.
The full terms and conditions for the warrants are presented in the complete proposal which is kept available to the shareholders in accordance with the below.
9c — Equity swap agreement with a third party
Should the majority requirement for item 9b above not be met, the Nomination Committee proposes that the extraordinary general meeting resolves that Board ESOP 2023 instead shall be hedged through an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer shares of Immunovia to the participants.
Majority rules
The implementation of the Nomination Committee’s proposals under item 9b above requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the extraordinary general meeting.
Number of shares and votes
As per the date of this notice, there are a total of 45,287,498 shares in the Company, each share representing one vote. The Company does not hold any of its own shares.
Documents
All documentation for the general meeting, including a proxy form, will be available at the Company and posted on the Company’s website https://immunovia.com/sv/bolagsstamma/ no later than three weeks prior to the extraordinary general meeting. Copies of the documents will be sent upon request to shareholders providing their address to the Company and will be available at the general meeting.
Information at the extraordinary general meeting
The board and the CEO shall, if any shareholder so requests and the board believe that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the Company’s relation to other companies within the group.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear’s webpage, https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.
Lund in October 2023
Immunovia AB (publ)
The board of directors
For more information, please contact:
Jeff Borcherding, CEO
jeff.borcherding@immunovia.com
Karin Almqvist Liwendahl, CFO
karin.almqvist.liwendahl@immunovia.com
+46 70 911 56 08
Immunovia in brief
(CONTINUA)