Remuneration

Remuneration to the members of the board of directors

At the annual general meeting on 24 May 2021, it was resolved that a fee of EUR 50,000 will be payable to each of the board members in the Company and that no remuneration shall be paid for work in the board committees of the Company. However, the board members Gabriel Fitzgerald, Martin Erleman and Theodor Bonnier announced that they refrain from fees. The current board was elected during 2021 and no remuneration was paid to the board members in 2020.

Incentive programmes

At the annual general meeting on 24 May 2021, it was resolved to introduce two long-term incentive programs: (i) a warrant program for certain members of the executive management and other key employees (“LTI 2021”), and (ii) a warrant program for two independent members of the board of directors of the Company (“Board LTI 2021”).

LTI 2021

The LTI 2021 is directed to in total six members of the Company’s executive management team and other key employees. The purpose of the LTI 2021 is to render possible for certain participants a remuneration tied to Vimian’s long term value creation and thus align 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 with the Company is terminated or if the participant wishes to transfer its warrants prior to 17 June 2024. Subscription for new shares under the LTI 2021 can be made during the period 17 June 2024 to 17 July 2024.

In total, LTI 2021 will comprise up to 919,732 warrants, entitling to subscription of the same number of new ordinary shares in Vimian. The participants are offered to subscribe for 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 price in the listing of the Company’s ordinary share on Nasdaq First North Growth Market in June 2021 (the “Listing”). The subscription price and number of ordinary shares in 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 2021 will amount to approximately maximum 0.23 per cent of the number of shares, based on the expected number of shares outstanding in the Company following the private placement conducted in June 2021.

Board LTI 2021

The program is directed to two independent members of the board in the Company, Mikael Dolsten and Frida Westerberg. The principle of the Board LTI 2021 is that the board members, by private means subscribe for warrants issued by the Company, which are vested during a three-year period. The Company has retained the right to repurchase one third (1/3) of the warrants for each year (calculated up until the next coming annual general meeting) of which the board members, respectively, does not remain in office during a threeyear period. Notwithstanding the above, the Company has the right to repurchase all of the warrants if the participants during the three-year period are not available for re-election. The purpose is for the board members to have strong incentives to remain in office and work for the Company on a long-term basis. The subscription price per ordinary share shall correspond to 116 per cent of the price in the Listing. The subscription price and number of ordinary shares in 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.

Subscription for new shares under the Board LTI 2021 can be made during the period 17 June 2024 to 17 July 2024. In total, Board LTI 2021 will comprise up to 52,257 warrants, entitling to subscription of the same number of new ordinary shares in Vimian. The participants are offered to acquire the warrants at market value and the Company is not funding such investment. The dilution effect due to Board LTI 2021 will amount to approximately maximum 0.01 per cent of the number of shares, based on the number of shares outstanding in the Company immediately prior to the Listing. Taking into account the number of shares that may be added pursuant to LTI 2021, the dilution effect due to the Board LTI 2021 and LTI 2021 may together amount to a maximum of approximately 0.25 per cent of the number of shares, based on the number of shares outstanding in the Company immediately prior to the Listing.