Proposals to the Annual General Meeting 2013 on a Board member share plan and amendment to the 2011 employee option program
The Nomination Committee in Aerocrine AB proposes that the 2013 Annual General Meeting (AGM) resolves to adopt a Board member share plan (“SAP 2013”) for Board members who are independent in relation to Aerocrine and its executive management as well as the company’s major shareholders. Part of the Board remuneration, SAP 2012 includes so-called Board shares (options to acquire shares in Aerocrine) (“Board Shares”) and hedging measures created through the issuance and approval of transfer of warrants. Further, the Board of Aerocrine proposes that the AGM resolves on an amendment to the terms and conditions of the employee stock option program resolved on by the 2011 Extraordinary General Meeting (“LIP 2011”), meaning that the boundaries for allocation of employee stock options (“ESOs”) to the CEO and other senior executives are adjusted.
The purpose of the Nomination Committee’s proposal on SAP 2013 is to enable Aerocrine to attract, motivate and retain Board members, to increase the Board members’ interest in Aerocrine and its financial development and to offer them a financial interest in Aerocrine comparable to the one of shareholders. In brief, the Nomination Committee’s proposal means that, in addition to the cash Board fee that the 2013 AGM resolves upon, Board members who participates in SAP 2013 shall receive remuneration through the grant of a number of Board Shares that in value correspond to SEK 225,000 to the Chairman and SEK 75,000 to other Board members. In addition, each participant may elect to receive up to SEK 75,000 of the cash Board fee that the 2013 AGM resolves upon in the form of a number additional Board Shares that in value correspond to the amount thus selected by the participant.
In order to enable the delivery of shares and otherwise safeguard the fulfillment of Aerocrine’s obligations under SAP 2013, the Nomination Committee proposes that the AGM resolves to issue not more than 80,000 warrants to the wholly-owned subsidiary Aerocrine ESOP AB and approves that the warrants may be disposed of to safeguard the fulfillment of Aerocrine’s obligations under SAP 2013.
The purpose of the Board’s proposal on an amendment to terms and conditions of LIP 2011 is to adjust the boundaries for allocation of ESOs within the categories where the Board considers them to be of highest value and create the greatest incentive, which in turn aims at promoting Aerocrine’s continued development and a maximized shareholder value. In brief, the Board’s proposal means that the CEO shall be allotted not more than an additional 187,500 ESOs of series I and not more than an additional 62,500 ESOs of series II or III, as the case may be. Other senior executives shall each be allotted not more than an additional 75,000 ESOs of series I and not more than an additional 25,000 ESOs of series II or III, as the case may be.
More detailed descriptions of the Nomination Committee’s and Board’s, respectively, proposals together with other information is included in the notice of the AGM.
For more information, contact:
Ulrik Spork, Chairman of the Nomination Committee in Aerocrine AB, telephone +45 3067 4794
Anders Williamsson, Chairman of the Board of Aerocrine AB, telephone +46 708 721 865
Michael Colérus, CFO Aerocrine AB, telephone +46 70 341 34 72
Aerocrine AB is a medical products company focused on improved management and care of patients with inflammatory airway diseases such as Asthma. Within this sector, Aerocrine is the world leader. Aerocrine markets NIOX MINO®, which enables fast and reliable point-of-care measurement of airway inflammation. This product plays a critical role in more effective diagnosis, treatment and follow-up of patients affected with inflammatory airway diseases. Aerocrine is based in Sweden with subsidiaries in the US, Germany, Switzerland and the UK. Aerocrine shares have been listed on the Stockholm Stock Exchange since 2007 (AERO-B.ST). For more information please visit www.aerocrine.com and www.niox.com.
Aerocrine may be required to disclose the information provided herein pursuant to the Securities Markets Act. The information was submitted for publication at 12:00 pm on April 4, 2013.