(Información remitida por la empresa firmante)
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 619 before tax (non-cash flow). The social security costs over the vesting period are estimated to be approxi mately a total of KSEK 198, based on the above assumptions, that all Options are fully vested, based on a ten-year period from grant until the expiry date of the Options and social security costs of 31.4 percent. It is envisaged that the social security costs associated with 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 8b 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 ESOP 2023 will be fully covered and will hence not affect the Company’s cash flow.The total cost of ESOP 2023, including all social security costs, is estimated to amount to approximately SEK 817,000 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 ESOP 2023 are expected to have a marginal effect on the Company’s key performance indicators.
Delivery of shares under ESOP 2023
In order to ensure the delivery of shares under ESOP 2023 and if necessary for hedging of social security costs, the Board of Directors proposes that the extraordinary general meeting resolves to issue and use warrants in accordance with item 8b below.
8b — Issue of warrants
In order to ensure the delivery of shares under ESOP 2023, and for hedging of social security costs, the Board of Directors proposes that the extraordinary general meeting resolves to issue not more than 2,597,234 warrants, whereby the Company’s share capital could be increased by not more than SEK 129,861.7.
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 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.
8c — Equity swap agreement with a third party
Should the majority requirement for item 8b above not be met, the Board of Directors proposes that the extraordinary general meeting resolves that 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 Board of Directors’ proposals under item 8b above requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the extraordinary general meeting.
§ 9 Resolution on adoption of an equity incentive program for the Company’s board of directors
The Nomination Committee of Immunovia AB (publ) proposes the introduction of an incentive program for the Company’s board of directors in accordance with the following.
The Nomination Committee proposes that the extraordinary general meeting resolves to implement an incentive program for board of directors in Immunovia (“Board ESOP 2023”) in accordance with items 9a – 9c below.
The resolutions under items 9a – 9b below are proposed to be conditional upon each other. Should the majority requirement for item 9b below not be met, the Nomination Committee proposes that Immunovia shall be able to enter into an equity swap agreement with a third party in accordance with item 9c below and resolutions under items 9a and 9c shall then be conditional upon each other.
Board ESOP 2023 is a program under which the participants will be granted stock options (so called non-qualified in the United States) to purchase shares in Immunovia (“Options”). The Nomination Committee proposes that a maximum of 483,616 Options may be allocated to the participants.
9a — Adoption of a long-term incentive program for the Company’s board of directors
The rationale for the proposal
Board ESOP 2023 is intended for board of directors in Immunovia AB. The Nomination Committee of Immunovia believes that an equity-based incentive program in the form of stock options is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate competent board members in Immunovia and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. The proposed program is designed to match US market practices, reflecting the importance of attracting US-based board members.
Conditions for Options
The following conditions shall apply for the Options.
The Options shall be granted at no cost to the participants.
The Options shall be allocated as soon as practicable following the approval by the extraordinary general meeting up until Immunovia’s annual general meeting 2024 (with each respective granting falling on a “Grant Date”).
Each Option entitles the holder to purchase one share in Immunovia for a pre-determined exercise price. The exercise price will correspond to 100 percent of the volume weighted average price of the Immunovia share on Nasdaq Stockholm during the five (5) trading days preceding the Grant Date.
The Options shall vest from allocation up to Immunovia’s annual general meeting 2024 provided that the holder is still a board member of Immunovia on said date.
Participants shall enter into option agreements with Immunovia.
The Options may be exercised from vesting up until the ten-year anniversary of the Grant Date. Thus, the earliest date of exercise may be shorter than three years from the Grant Date. The Nomination Committee considers, based on an evaluation of prior incentive programs and market practice in the United States, that such terms are necessary in order to attract the right expertise given the Company’s business plan.
The number of Options shall be subject to Swedish customary re-calculation rules, for example in the event that changes occur in Immunovia’ equity capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures.
The Options are non-transferable and may not be pledged.
The Options may be granted by the parent company as well as any other company within the Immunovia group.
In the event of a public tender offer, merger, acquisition or other similar transaction which results in a shareholder (alone or together with closely-related parties) reaching a shareholding in Immunovia of in total at least 30 percent of the votes, the Options will vest immediately and in their entirety in case the assignment as board member is terminated prior to the annual general meeting 2024, provided that the board member is willing to continue the assignment during this period.
The Options shall otherwise be subject to the terms set forth in the separate agreements with the participants and the detailed terms for Board ESOP 2023.
Allocation
The right to receive Options shall accrue to board members of Immunovia AB. The Options shall be granted as soon as practicable to the board members following approval by the extraordinary general meeting up until Immunovia’s annual general meeting 2024. The maximum number of Options that may be allocated to the participants under the Board ESOP 2023 program is 483,616 and shall be allocated in accordance with the following:
138,176 Options shall be allocated to the Chair of the board of directors; and
69,088 Options shall be allocated to each of the board members.
The number of Options to each of the board members is based on the condition that the board of the Company consists of six board members (including the board members proposed to the extraordinary general meeting). The number of Options under the Board ESOP 2023 will thus be reduced accordingly if the number of board members is less than six.
(CONTINUA)