Remuneration

Fees and other remuneration to the members of the board of directors, including the chairman, are resolved by the shareholders’ meeting. At the annual shareholders’ meeting held on May, 2021, it was resolved that the fee to Mia Hemmingson should be SEK 220,000 and that the fee to other members of the board of directors should be SEK 120,000. No fee will be paid to members of the board of directors that are employed by the Company or not independent of the major shareholders in the Company. The members of the board of directors are not entitled to any benefits following termination of their assignments as directors of the board. It was resolved that the fee to the chairman of the board of directors’ audit committee should be SEK 125,000 and that the fee to each of other members of the audit committee should be SEK 60,000. The shareholders’ meeting resolved that the fee to the chairman of the board of directors’ remuneration committee should be SEK 20,000 and that the fee to each of the other members of the remuneration committee should be SEK 15,000.

At the annual shareholders’ meeting on July 10, 2020, it was resolved to adopt guidelines for remuneration to the CEO and other members of the executive management, mainly implying that the Company shall offer the senior executives a competitive remuneration in order to be able to employ, motivate and retain competent employees, who works to achieve maximum shareholder and customer value. The remuneration shall be in line with market conditions and may consist of the following components: fixed cash remuneration, variable cash remuneration other benefits and pension.

CEO and other senior executives

The principles for remuneration and other terms of employment for company management mainly mean that the Company must offer their senior executives competitive remuneration. Remuneration to the CEO and other senior executives consist of a fixed remuneration per month. The notice period from Renewcell AB’s side shall be a maximum of six months for the CEO and a maximum of six months for other senior executives. Some other compensation for example in the form of severance pay, is not paid. The notice period on the part of the CEO shall be a minimum of six months and for other senior executives, it shall be a minimum of three months.
All pension commitments must be defined-contribution. Market agreements between the Company and representatives from the Board and management team are available.

Current incentive programs

In 2018, the Company’s Board of Directors decided on the introduction of an employee option programme. As of the date of the IPO Prospectus, 1,400 options have been allocated to four employees (does not include the Chief Executive Officer) under the programme. After a vesting period of 36 months (calculated from the date the option agreement relevant to the employee option was signed), each employee option grants the right—after recalculation owing to share splits conducted in the Company—to subscribe for 65 common shares in the Company during the period from 31 December 2021 up to and including 31 December 2025 at a subscription price of SEK 13.54 per share. Delivery of shares under the employee option programme is secured through the issue of warrants. The right to subscribe for shares under the employee option programme is associated with certain terms and conditions, including that the employee must remain employed with the company for three years from the date of subscription.

Warrants series 2018/2022
The series encompasses 11,772 warrants that grant the right, after recalculation, to subscribe for 765,180 shares during the period from 20 December 2021 to 31 December 2022. All warrants are held by PEEL AB, a company wholly owned by the company’s CEO Patrik Lundström.

Warrants series 2019/2023
The series encompasses 10,464 warrants that grant the right, after recalculation, to subscribe for 680,160 shares during the period from 3 September 2022 to 3 September 2023. All warrants are held by the company’s CEO Patrik Lundström.

Warrants series 2021/2024
The series encompasses a maximum of 554,391 warrants that grant the right to subscribe for 554,391 shares at a price of 287,53 SEK per share during the period from 8 November 2024 until 30 days thereafter. The program is directed to the CEO, senior executives as well as other key personnel in the company.