Remuneration

Remuneration to the members of the board of directors

The Annual General Meeting held on 22 May 2024 resolved, in accordance with the nomination committee’s proposal, that the fees to the Board shall be EUR 225,000 in total for the period until the end of the next Annual General Meeting, to be allocated with EUR 75,000 to the chairman of the Board of Directors and EUR 50,000 to each of the other members elected by the Annual General Meeting, with the exception of Gabriel Fitzgerald and Theodor Bonnier who have announced that they refrain from fees.

Remuneration to senior executives

The CEO and some other senior executives receive remuneration in the form of base salary, variable remuneration (bonus), pension and other remuneration (health insurance, business representation and travel expenses etc.).

Incentive programmes

At the annual general meeting 2022, 2023 and 2024, respectively, it was resolved to introduce the following long-term incentive programs: (i) a warrant program for employees and consultants (“LTI 2022”) and (ii) a combined warrant and employee stock option program for employees and consultants (“LTI 2023”) and iii) a program in the form of employee stock options for employees ("LTI 2024").

LTI 2022

The purpose of the LTI 2022 is to enable to provide remuneration tied to Vimian’s long term value creation to current and future key individuals, employees and consultants in Vimian and thus align the participants’ interests with those of the shareholders. The Company has retained the right to, with certain exceptions, repurchase warrants if the participant’s employment/assignment within the group ceases or if the participant wishes to transfer its warrants prior to 15 June 2025. Subscription for new shares under the LTI 2022 can be made during the period 15 June 2025 to 30 June 2025.

In total, 3,097,551 warrants were purchased by 75 participants under LTI 2022, entitling to subscription of the same number of new ordinary shares in Vimian. The warrants have been issued free of charge to Vimian Group AB (publ) and the last day for allotment to participants in LTI 2022 is 31 December 2022. The participants were offered to acquire the warrants at market value and the Company is not funding such investment. The subscription price per ordinary share shall correspond to 116 per cent of the volume-weighted average price for the Company’s share during the time period of five trading days immediately preceding the transfer of warrants. The subscription price and number of shares which each warrant carries an entitlement to shall be recalculated in the event of split or reversed split of shares, new issue of shares etc. in accordance with market practice. The dilution effect due to LTI 2022 will amount to approximately 1.5 per cent of the number of shares and 1.6 per cent of the number of votes, based on the number of shares in Vimian as of 1 May 2022.

LTI 2023

The purpose of the LTI 2023 is to enable to provide remuneration tied to Vimian’s long term value creation to current and future key individuals, employees and consultants in Vimian and thus align the participants interests with those of the shareholders. The Company has retained the right to, with certain exceptions, repurchase warrants if the participant’s employment/assignment within the group ceases or if the participant wishes to transfer its warrants prior to 15 June 2026. Subscription for new shares under the LTI 2023 can be made during the period 15 June 2026 to 15 July 2026.

LTI 2023 comprises a combination of warrants and employee stock options: 1,080,496 warrants were transferred to 45 participants at a price corresponding to the market value and 13,252 warrants were transferred to 19 participants in order to secure delivery of shares upon exercise of the employee stock options. Each warrant and employee stock option, respectively, entitles to subscription of the same number of new ordinary shares in Vimian. The warrants have been issued free of charge to Vimian Group AB (publ) and the last day for allotment to participants in LTI 2023 is 31 December 2023. The participants are offered to acquire warrants at market price and the Company is not funding such investment. Participants not resident in Sweden has, for every 20 warrants that such employee acquires at market price, been entitled to receive one employee stock option free of charge. The subscription price per ordinary share shall correspond to 120 per cent of the volume-weighted average price for the company’s share during the time period of five trading days immediately prior to the transfer of warrants and the employee stock options, respectively. The exercise price and the number of shares that each warrant and employee stock option, respectively, entitles to subscription for shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice. The dilution effect due to due to LTI 2023 will amount to approximately 1 per cent of the number of shares and 1 per cent of the number of votes, based on the number of shares in Vimian as of 2 May 2023.

LTI 2024

The purpose of LTI 2024 is to enable to provide remuneration tied to Vimian’s long term value creation to current and future key individuals employed within the Vimian group (hereinafter “employees”), thus aligning the participants interests with those of the shareholders. LTI 2024 will be an important program for Vimian to attract, motivate and retain the best talents, which is important for Vimian to reach long-term value creation for the shareholders. LTI 2024 includes not more than 160 individuals who are employed, or during the subscription period enters into agreement regarding employment, within the Vimian group.

LTI 2024 is an employee stock option program whereby employee stock options may be allotted to employees in Vimian free of charge. The employee stock options shall be able to be exercised after approximately three years, after which the holder is entitled to exercise the employee stock options to subscribe for shares during two periods: (i) during a period of 30 days after publication of the company's interim report for the period January – March 2027, and (ii) during a period of 30 days after publication of the company's interim report for the period January – September 2027, respectively.

Each employee stock option entitles the employee to acquire one share in Vimian in accordance with the following terms and conditions:

The employee stock options will be allotted free of charge.
Each employee stock option that is transferred entitles the holder to acquire one (1) ordinary share in Vimian provided that the participant, with certain exceptions, is still employed within the group until the employee stock options can be exercised in accordance with its terms, at an exercise price corresponding to 139.4 per cent of the volume-weighted average price for the company’s share during the time period of five trading days immediately prior to the initial allotment of employee stock options to employees.

Based on the number of shares in Vimian as of 22 April 2024, LTI 2024 entails a maximum dilution effect of approximately 1.23 per cent (number of shares) and 1.26 per cent (number of votes).