Incentive Program

Long-term share savings program for employees 2017-2019

On 14 June, 2017 Xbrane Biopharma AB (publ) announced that the Company had launched a long-term share savings program for all employees in both Sweden and Italy.

The purpose of the program is to create good conditions for retaining and recruiting competent staff and to promote and stimulate continued corporate loyalty, which benefits both shareholders and employees’ interests.

The term for the program is 2017-2019 and it is designed as a share savings measure where the employee’s participation requires an investment in Xbrane shares, the so-called savings shares, up to a value of 150,000 SEK before end of February 2018. By the end of the program in 2020 the participants are offered, if approved by the AGM 2020, to purchase shares according to what is stated below or alternatively receive a cash amount equivalent to such a value up to a certain amount. For the latter alternative the program will be a form of synthetic option linked to the savings shares acquired by the respectively employee. The targets set by the Company are defined as objectives for the products Spherotide and Xlucane, and relate to the development, implementation and result from clinical studies, market approval, out licensing and sales. All employees are given the opportunity to participate in the program at the same terms.

Alternative 1) Subscription of matching and performance shares in new issue

By the end of the program, the Board will propose that the AGM 2020 decides to issue new shares under this program in accordance with Chapter 16 of the Companies Act. The proposal will be that the participants in the program are offered to subscribe for one (1) matching share as well as one (1) possible performance share, based on the achievement of the Company goals, to nominal value for each savings share that they still hold. According to the current law, the decision will only be valid if it is supported by shareholders with at least nine tenths (9/10) of both the votes and the shares represented at the AGM. In this alternative, the Company will pay social security costs on the difference between the prevailing market value and the nominal value of the issued shares.

Alternative 2) Cash payment

If the AGM does not approve a proposed new share issue, participants in the program will instead be compensated by a cash payment corresponding to the market value of matching shares and any performance shares less their nominal value. Also for this alternative the Company will pay social security costs on the amount. The size of a cash payment including social security costs may not exceed the total estimated salary cost of SEK 10 million for the 2017 fiscal year.

Costs and dilution

Assuming full participation based on closing price per 2017-06-09 and full allocation of performance shares, the maximum dilution is 3.05%. When calculating costs for the Company and dilution for shareholders, three different scenarios have been used, low, medium and high outcomes. The effect of the different scenarios is presented in the table below. The Program is expected to have a marginal effect on the Company’s key ratios.

Low Medium High
Participation rate 50% 75% 100%
Employee turnover 20% 10% 0%
Annual share price appreciation 10% 25% 50%
Performance shares ratio 50% 75% 100%
Total number of matching and performance shares 35,403 87,562 181,818
Value of matching and performance shares 1,557,732 5,603,968 19,739,149
Value deducted by nominal value 1,549,795 5,584,338 19,698,388
Alternative 1 – Subscription of matching and performance shares in new issue
Cost for the Company (social security costs) 486,946 1,754,599 6,189,233
Dilution 0.59% 1.47% 3.05%
Alternative 2 – Cash payment
Cost for the Company (cash) 1,549,795 5,584,338 7,609,192*
Cost for the Company (social security costs)  486,946 1,754,599 2,390,808*
Total cost for Company 2,036,741 7,338,937 10,000,000*
Dilution 0% 0% 0%

*The ceiling on the cash payment limits the amount that would otherwise have been SEK 19,698,388 + SEK 6,189,233.

A participant is liable for any tax (excluding employer social security charges) or charges which are incurred by the participant’s participation in the program.

By the end of February 2018, when the window for participation in the program closes, the number of participating shares in the program will be announced to the market.

This share saving program has been prepared by the Board’s Remuneration Committee and, as stated above, the outcome is conditional upon the decision of the AGM 2020.