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Remuneration and incentive programs

Guidelines for remuneration to senior executives

At the Annual General Meeting in 2024, guidelines for remuneration to senior executives in Viscaria were adopted, in accordance with the Board of Directors’ proposal. These guidelines apply to the Executive Chairman of the Board of Directors, where applicable, as well as members of the company’s Group Management Team. The guidelines stipulate that the remuneration shall be on market terms and may consist of fixed cash salary, variable cash remuneration, pension benefits and other benefits.

The Board of Directors considers that the successful implementation of the company’s business strategy and safeguarding of the company’s long-term interests, including its sustainability, requires that the company is able to recruit and retain senior executives with good competence and capacity to achieve set goals. This requires competitive remuneration that motivates senior executives to do their utmost.

The company’s adopted guidelines for remuneration to senior executives

Long-term incentive programs

Viscaria has implemented long-term share-based incentive programs in the form of warrants, resolved by the general meeting. The programs include senior executives and key employees and have maturities of three to four years. In addition, the company has also issued certain corresponding incentive programs for members of the Board of Directors. The outcomes of these programs are linked to the price development of the company’s share and are thus linked to the company’s business strategy and long-term value creation.

The Board of Directors evaluates annually whether new incentive programs for senior executives and key employees should be proposed and the scope of any such programs.

Warrant programs # shares* Exercise price* Maturity SEK if exercised # warrants*
2021/2024:2 Board # shares* Exercise price* Maturity SEK if exercised # warrants*
Jörgen Olsson 150,000 25.4 12/20/2024 3,810,000 150,000
Markus Petäjäniemi (Lemape AB) 62,500 25.4 12/20/2024 1,587,500 62,500
Lars Seiz 164,000 25.4 12/20/2024 4,165,600 164,000
Jane Lundgren Ericsson 100,000 25.4 12/20/2024 2,540,000 100,000
Sven-Erik Bucht 100,000 25.4 12/20/2024 2,540,000 100,000
Former Board member 36,000 25.4 12/20/2024 914,400 36,000
Total 612 500    15,557,500 612,500
2021/2024:1 Management and key persons # shares* Exercise price* Maturity SEK if exercised # warrants*
Other key persons and employees 404,000 25.4 12/20/2024 10,261,600 404,000
Total 404,000 10,261,600 404,000
2022/2025:1 Management and key persons # shares* Exercise price* Maturity SEK if exercised # warrants*
Other key persons and employees 255,500 33 12/18/2025 8,431,500 255,500
Total 255,500 8,431,500 255,500
2022/2025:2 Board members # shares* Exercise price* Maturity SEK if exercised # warrants*
Jörgen Olsson 250,000 33 12/18/2025 8,250,000 250,000
Markus Petäjäniemi (Lemape AB) 37,500 33 12/18/2025 1,237,500 37,500
Lars Seiz 100,000 33 12/18/2025 3,300,000 100,000
Jane Lundgren Ericsson 100,000 33 12/18/2025 3,300,000 100,000
Ing-Marie Andersson Drugge 25,000 33 12/18/2025 825,000 25,000
Michael Mattsson (former Board member) 19,057 33 12/18/2025 628,865 19,057
Total 531,557 17,541,365
2022/2025:1 former CEO, currently board member # shares* Exercise price* Maturity SEK if exercised # warrants*
Henrik Ager 50,000 33 12/18/2025 1,650,000 50000
Total 50,000 1,650,000 50,000
2022/2026 warrant program # shares* Exercise price* Maturity SEK if exercised # warrants*
Other key persons and employees 100,000 40 5/29/2026 4,000,000 100,000
Total 100,000 4,000,000 100,000
2023/2027:1 Management and key persons # shares* Exercise price* Maturity SEK if exercised # warrants*
Other key persons and employees 248,000 42.8 5/19/2027 10,614,400 264,400
Total 248,000 10,614,400 264,400
2023/2027:2 former working chairman of the board, currently CEO # shares* Exercise price* Maturity SEK if exercised # warrants*
Jörgen Olsson 125,000 42.8 5/19/2027 5,350,000 125,000
Total 125,000 5,350,000 125,000
Total (SEK) to Viscaria if warrants fully exercised 73,406,365
Total possible dilution, warrants number of shares 2,326,557
Total possible dilution (convertibles), number of shares 920,505
Total number of outstanding shares in Viscaria 90,080,342
Total possible dilution from warrants and convertibles 3.48%
*) The number of shares, warrants and exercise price have been recalculated as a result of a reverse share split in 2023.