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Incentive programme

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 0.2 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 to SEK 0.56 per subscription warrant in the second quarter 2016 and 102,571 subscription warrants were transferred to SEK 1.05 per subscription warrant 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 Programme 2018
The 2018 Annual General Meeting resolved to adopt a Board share programme for the members of the Board, , whereby the members of the Board who wish to participate in the programme are allocated minimum 45 per cent and maximum 100 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 minimum 45 per cent and maximum 100 per cent of the fee. The resolution includes a directed issue of a maximum of 2,000,000 warrants (corresponding to approximately 0.4 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 2019 and the subscription price per share shall amount to the share’s quota value (presently SEK 0.08).

 

Option Programme 2017/2020
The 2017 Annual General Meeting resolved to adopt a long-term incentive programme in the form of an option programme comprising management and other key persons, entailing a directed issue of maximum of 7,117,000 warrants (corresponding to approximately 1.4 percent 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 programme and social security charges. The programme 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 be SEK 3.00.

Employees will vest 50 percent of the options based on performance during each of the financial years 2017, 2018 and 2019, and 50 percent based on the Company’s long-term value growth during the term of the programme. 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.

The programme was implemented in the third quarter 2017 and includes currently 10 persons. BioInvent has during the third quarter of 2017, under the terms of the programme, issued 7,117,000 warrants in BioInvent to the subsidiary BioInvent Finans AB, as security for the Company's fulfillment of the delivery of shares when options are exercised and liquidity for payment of social security contributions. Allotment of 591,759 options took place in January 2018 and 462,766 in January 2019.

 

Option Programme 2019/2025

The 2019 Annual General Meeting resolved to adopt a long-term incentive program in the form of an option program comprising the management group. The option program comprise a maximum of 3,971,000 stock options and the participants may be allotted options free of charge based on performance and continued employment. 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 2022 up to and including 15 December 2025. The subscription price per share shall correspond to the highest of (i) 140 percent of the volume-weighted average price paid for the company’s share on Nasdaq Stockholm during ten trading days as from and including 23 May 2019, or (ii) SEK 3.16, corresponding to 140 percent the volume-weighted average price paid for the company’s share on the Nasdaq Stockholm during ten trading days before 25 February 2019.

The CEO will vest 1/4 of the options during each of the financial years 2019, 2020, 2021 and 2022, based on performance and continued employment. Other members of the management group will vest 1/3 of the options during each of the financial years 2020, 2021 and 2022, based on performance and continued employment.

The performance criteria for the participants will 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 gross benefit under the program is capped to MSEK 15 for the CEO and MSEK 10 for other participants.

To enable the company’s delivery of shares pursuant to the option program and to secure costs connected therewith, primarily social security charges, the AGM resolved on a directed issue of maximum of 5,040,000 warrants (corresponding to approximately 1.0 percent of the total number of shares and votes in the company) and approval of transfer of warrants.