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Remuneration & Incentive Programs

Remuneration to board members

Fees to board members and other remuneration to members elected at general meetings, including the chairman, are established by the annual general meeting, or, where appropriate, extraordinary general meeting.
On the extraordinary general meeting on 21 June 2017 it was resolved that the chairman of the board will receive remuneration of 500,000 SEK. Furthermore, it was resolved that Fredrik Burvall will receive a remuneration of 250,000 SEK. Olga Finkel’s remuneration amounts to 8,000 EUR. The other members of the Board are not entitled to any remuneration.

 

Guidelinesfor remuneration to the CEO and othersenior executives

Remuneration to the CEO and other senior executives consist of basic salary, other benefits and pension. The other senior executives are the people who, together with the CEO, constitute the group management. Refer to the section “Board of directors, management and auditor” for the composition of the group management.
The CEO and other senior executives receives a marketable monthly salary, variable remuneration and customary fringe benefits.

 

Incentive programs

Aspire Global have three separate incentive programs: one program for certain key employees introduced in 2007, one program for the board introduced in 2017 and one program for certain key employees introduced in 2017 (including CEO and CFO). If all outstanding warrants are subscribed for and utilize in full, dilution amount to about 7,8 percent of the share capital and votes in the Company in relation to the number of shares after the IPO.

 

Share Options Scheme 2007

The share options scheme includes various employees. According to the Share Options Scheme 2007, the participants are entitled to buy a total of 2,582,000 shares in Aspire Global at a price of EUR 2.00 per share. The warrants can, subject to continued employment and subject to the Offering, the options are vested in three different tranches during a period of three years (i.e., 33.33 percent each year) after the date of the grant date.

 

Board Scheme

In the Board Scheme resolved by the extraordinary general meeting on 21 June 2017, was decided on an incentive program for the board of directors in Aspire Global after a proposal from the shareholder Barak Matalon (who is not allowed to participate in the scheme) in the form of an issue of up to 200,000 warrants. The Company has reserved 200,000 outstanding but not yet issued shares for the Board Scheme. Carl Klingberg and Fredrik Burvall was approved but not yet granted 80,000 warrants each on the 21 June 2017 extraordinary general meeting. Remaining warrants are reserved for future board members in the Company.

The warrants can be obtained free of charge or subscribed for at a price amounting to the marketable value at the day of allotment and paid in cash. The holder of warrants is entitled to subscribe for shares in the Company during a five-year period. Each warrant entitles the holder to subscribe for one new share in the Company at a price per share corresponding to the share price of the Company’s shares according to the trading facility where the share is listed at the day of the allotment of the warrant. The warrants can, subject to continued board assignment and subject to the Offering, be vested in three different tranches during a period of three years (i.e., 33.33 percent each year) after the date of approval.

In the event that all warrants are subscribed for, the number of shares in the Company will increase by 200,000 shares the share capital will increase by GBP 500.

If all issued warrants in the Board Scheme are utilized, dilution amounts to about 0.45 percent of the share capital and votes in the Company in relation to the number of shares after the IPO.

 

Share Options Scheme 2017

In the share option scheme resolved by the extraordinary general meeting on 21 June 2017, was decided on an incentive program for senior executives, key employees and other employees of Aspire Global in the form of an issue of up to 775,800 warrants. The Company has reserved 775,800 outstanding but not yet issued shares for the Share Options Scheme 2017.

The warrants can be obtained free of charge or subscribed for at a price amounting to the marketable value at the day of allotment and paid in cash. The holder of warrants is entitled to subscribe for shares in the Company during a five-year period. Each warrant entitles the holder to subscribe for one new share in the Company at a price per share corresponding to the share price of the Company’s shares according to the trading facility where the share is listed at the day of the allotment of the warrant. The warrants can, subject to continued employment and subject to the Offering, be vested in three different tranches during a period of three years (i.e., 33.33 percent each year) after the date of approval. The warrants are reserved for current and future employees, of which (i) management and other senior executives (not more than 20 persons) can be offered to acquire up to 615,800 warrants and (ii) other employees (not more than 200 persons) can be offered to acquire up to 12,000 warrant per person, a total of no more than 160,000 warrants.

In the event all warrants are subscribed for the number of shares in the Company will increase by 775,800 and the share capital will increase by GBP 1 939.50.

If all issued warrants in the Share Options Scheme 2017 are utilized, dilution amounts to about 1.73 percent of the share capital and votes in the Company in relation to the number of shares after the IPO.