Remuneration

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 2021, 2022 and 2023, respectively, it was resolved to introduce the following long-term incentive programs: (i) a warrant program for certain members of the executive management and other key employees (“LTI 2021”), (ii) a warrant program for two independent members of the board of directors of the Company (“Board LTI 2021”), (iii) a warrant program for employees and consultants (“LTI 2022”) and (iv) a combined warrant and employee stock option program for employees and consultants (“LTI 2023”).

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 comprises 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 three-year 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 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 comprises 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.

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.