Share-based incentive programs
Xbrane has several ongoing share-based incentives programs that include company management, certain board members and staff. The share-saving program are “LTIP 2019, LTIP 2020 and LTIP 2021”. At the Extraordinary General Meeting in April 2018, further warrants were introduced to certain senior executives “TO 2018/2022”. At the Annual General Meeting for 2018, 2019 respective 2020 it was decided to issue further warrants to secure the delivery of shares to the LTIP programs. Below is a brief explanation of the various programs. For other information about the incentive programs, see Xbrane’s Annual Report for 2020.
LTIP 2019
At the Annual General Meeting in Xbrane on May 16, 2019, it was decided to adopt a long-term equity-based incentive program (“LTIP 2019”) for all employees in both Sweden and Italy. LTIP 2019 comprises a total of 35 senior executives, employees and other key employees in the Group, of whom 27 are employed or will be employed in Xbrane and 8 persons are employed by the subsidiary. The purpose of LTIP 2019 is to enable Xbrane and the Group to attract skilled employees and motivate them to stay in the Group and motivate them to create value for shareholders.
LTIP 2019 is based on the desirability that employees and other key persons within the Group are shareholders in the Company. By offering a grant of performance-based share options based on the fulfillment of established performance and performance-based terms, participants are rewarded for increased shareholder value. Linking employee compensation to Company earnings and value creation will also promote continued loyalty to the Company and thus to its long-term value.
LTIP 2019 will be implemented in 2019-2021 and is designed as a share saving program in which employee participation requires an investment in Xbrane’s shares. This requires investment in so-called savings stocks, up to total 1,500 shares before the end of 31 January 2020. The share rights are divided in different series, Serie A (matching right), Serie B, Serie C and Serie D. The outcome of these share rights are dependent upon the fulfillment of the performance requirements which mainly is connected to the total return of shares under the period 1 January 2019 – 31 December 2021 (measurement period).
The employees can only invest 1,500 investments shares within the boundaries of LTIP 2019. Each investment share are entitled to, at the most, 1 share right of Serie A, 1 Serie B, 1 Serie C and 1 Serie D, which results in a maximum of 4 share rights at full outcome of the performance terms.
If a employee do not invest its full part of investment shares before the 31 January 2020, other employees then have the right to invest in further investment shares, no later then 31 January 2020, which in turn would bring the same rights to the unused investment shares. There are no guaranteed dividend when investing in more than the initial 1,500 investment shares. If there is an over notification of the remaining investment shares, the following procedures should be done. First, the allocation should be done at pro rata in relation to the amount of invested investment shares. Secondly the allocation should be done through a draw, conducted by the board.
As a result of the LTIP 2019, the highest number of shares that could be allocated is 210,000. The dilution of the total share capital and the votes at the Company is approximately 2,47 percent. The dilution from the LTIP 2019 including the outstanding warrants is calculated to approximately 6,15 percent of the total number of shares and votes within the Company. Provided that there is a full coverage of the warrants as well as the outstanding warrants. Expenses for the program include social costs for the amounts that employees are expected to be allocated, which is expensed over the period 2019-2021. All employees have had the opportunity to participate in the program on the same terms.
LTIP 2020
At the Annual General Meeting in Xbrane on May 14, 2020, it was decided to adopt a long-term equity-based incentive program (“LTIP 2020”) for all employees in both Sweden and Italy. LTIP 2020 comprises a total of 41 senior executives, employees and other key employees in the Group, of whom 33 are employed or will be employed in Xbrane and 8 persons are employed by the subsidiary. The purpose of LTIP 2020 is to enable Xbrane and the Group to attract skilled employees and motivate them to stay in the Group and motivate them to create value for shareholders.
LTIP 2020 is based on the desirability that employees and other key persons within the Group are shareholders in the Company. By offering a grant of performance-based share options based on the fulfillment of established performance and performance-based terms, participants are rewarded for increased shareholder value. Linking employee compensation to Company earnings and value creation will also promote continued loyalty to the Company and thus to its long-term value.
LTIP 2020 will be implemented in 2020-2022 and is designed as a share saving program in which employee participation requires an investment in Xbrane’s shares. This requires investment in so-called savings stocks, up to total 1,500 shares before the end of 31 January 2021. The share rights are divided in different series, Serie A (matching right), Serie B, Serie C and Serie D. The outcome of these share rights is dependent upon the fulfillment of the performance requirements which mainly is connected to the total return of shares under the period 1 January 2020 – 31 December 2022 (measurement period).
The employees can only invest 1,500 investments shares within the boundaries of LTIP 2020. Each investment share are entitled to, at the most, 1 share right of Serie A, 1 Serie B, 1 Serie C and 1 Serie D, which results in a maximum of 4 share rights at full outcome of the performance terms. If a employee do not invest its full part of investment shares before the 31 January 2021, other employees then have the right to invest in further investment shares, no later then 31 January 2021, which in turn would bring the same rights to the unused investment shares. There is no guaranteed dividend when investing in more than the initial 1,500 investment shares. If there is an over notification of the remaining investment shares, the following procedures should be done. First, the allocation should be done at pro rata in relation to the amount of invested investment shares. Secondly the allocation should be done through a draw, conducted by the board.
As a result of the LTIP 2020, the highest number of shares that could be allocated is 246,000. The dilution of the total share capital and the votes at the Company is approximately 1,57 percent. The dilution from the LTIP 2020 including the outstanding warrants is calculated to approximately 4,35 percent of the total number of shares and votes within the Company. Provided that there is a full coverage of the warrants as well as the outstanding warrants. Expenses for the program include social costs for the amounts that employees are expected to be allocated, which is expensed over the period 2020-2022. All employees have had the opportunity to participate in the program on the same terms.
LTIP 2021
At the Annual General Meeting in Xbrane on May 6, 2021, it was decided to adopt a long-term equity-based incentive program (“LTIP 2021”). LTIP 2021 comprises a total of 65 senior executives, employees and other key persons within the Group, who are or will be employed by the Company. The purpose of LTIP 2021 is to enable Xbrane and the Group to attract skilled employees and motivate them to stay in the Group and motivate them to create value for shareholders.
LTIP 2021 is based on the desirability that employees and other key persons within the Group are shareholders in the Company. By offering a grant of performance-based share options based on the fulfillment of established performance and performance-based terms, participants are rewarded for increased shareholder value. Linking employee compensation to Company earnings and value creation will also promote continued loyalty to the Company and thus to its long-term value.
LTIP 2021 will be implemented in 2021-2023 and is designed as a share saving program in which employee participation requires an investment in Xbrane’s shares. This requires investment in so-called savings stocks, up to total 1,500 shares before the end of 31 January 2022. The share rights are divided in different series, Serie A (matching right), Serie B, Serie C and Serie D. The outcome of these share rights is dependent upon the fulfillment of the performance requirements which mainly is connected to the total return of shares under the period 1 January 2021 – 31 December 2023 (measurement period).
The employees can only invest 1,500 investments shares within the boundaries of LTIP 2021. Each investment share are entitled to, at the most, 1 share right of Serie A, 1 Serie B, 1 Serie C and 1 Serie D, which results in a maximum of 4 share rights at full outcome of the performance terms. If a employee do not invest its full part of investment shares before the 31 January 2022, other employees then have the right to invest in further investment shares, no later then 31 January 2022, which in turn would bring the same rights to the unused investment shares. There is no guaranteed dividend when investing in more than the initial 1,500 investment shares. If there is an over notification of the remaining investment shares, the following procedures should be done. First, the allocation should be done at pro rata in relation to the amount of invested investment shares. Secondly the allocation should be done through a draw, conducted by the board.
As a result of the LTIP 2021, the highest number of shares that could be allocated is 390,000. The dilution of the total share capital and the votes at the Company is approximately 1,76 percent. The dilution from the LTIP 2021 including the outstanding warrants is calculated to approximately 4,59 percent of the total number of shares and votes within the Company. Provided that there is a full coverage of the warrants as well as the outstanding warrants. Expenses for the program include social costs for the amounts that employees are expected to be allocated, which is expensed over the period 2021-2023. All employees have had the opportunity to participate in the program on the same terms.
Warranty Series 2018/2022
The Extraordinary General Meeting of Shareholders on April 3, 2018, decided to issue no more than 96,000 warrants to Group Management consisting of up to four positions to subscribe between 6,000 and 24,000 warrants, whereby the CEO was offered to subscribe for no more than 24,000 warrants and the remaining 24,000 warrants totaling no more than 96,000 warrants. A total of 79,000 warrants were subscribed by the subscribers at a price corresponding to the market value of the options calculated in accordance with the Black & Scholes valuation model. Each warrants entitles the holder to subscribe for a new share during the period from April 1, 2022 to May 31, 2022. In case all outstanding warrants are exercised, the number of shares in the Company will increase by 79,000 shares and the share capital by 17,711.8 SEK. If all outstanding warrants in warrants 2018/2022 are used, dilution will amount to approximately 1.23 percent of the share capital and votes in the Company.
Warrants Series 2019/2022
At the annual general meeting at the 16th of May 2019, it was decided to issue a maximum amount of 210,00 warrant, to secure delivery of the LTIP 2019 within the boundaries of the LTIP-program, to the participents of the LTIP 2019. Each of the warrants have the right to one new share at the Group under the period from registration to the end of 30 June 2022. If all the warrants are being used the number of shares will increase with 210,000 shares and the share capital will increase with 47,079.07 thousand SEK. If all the warrants are being used the dilution effect will be approximately 2.7 percent of the share capital and votes within the Group.