Incentive Programs

In order to attract and retain skilled and motivated personnel, Swedish Orphan Biovitrum has established long-term incentive programs. Please find below a description of current outstanding warrant and share programs in Swedish Orphan Biovitrum.

Shares & Warrants

A preferential new share issue was completed in June, 2011, after which the total number of shares are 267,295,132. Issued shares break down as 265,226,598 ordinary shares and 2,068,534 C shares. The ordinary shares carry one vote per share and the C shares carry 1/10 vote per shares. All C shares are treasury shares.

Option and share based incentive programs

Share based incentive program 2008

At the Annual General Meeting on April 24, 2008, a long-term, performance based incentive program was adopted (“Share program 2008”). Share program 2008 covers management and key individuals in Swedish Orphan Biovitrum, and may involve a total maximum allocation of 472,954 shares in Swedish Orphan Biovitrum AB (publ). The number of shares, to be received by program participants, will be based on the development of the Swedish Orphan Biovitrum share over a three-year assessment period. The program was implemented at the end of 2008, and the assessment period will run from November 26, 2008, up to and including November 25, 2011.

Share based incentive program 2009

A new long-term, performance based incentive program was adopted (“Share program 2009”) at the Annual General Meeting on April 28, 2009. Share program 2009 covers management and key individuals in Swedish Orphan Biovitrum, and may involve a total maximum allocation of 360,806 shares in Swedish Orphan Biovitrum AB (publ). Like in the Share program 2008, the number of shares to be received by program participants, will be based on the development of the Swedish Orphan Biovitrum share over a three-year assessment period. The program was implemented in June 2009, and the assessment period will run from June 10, 2009 up to and including June 9, 2012.

Share based incentive program 2010

A new long-term, performance-based share program (“Share Program 2010”) was adopted at the Annual General Meeting on April 27, 2010. Share Program 2010 covers management and key individuals in Swedish Orphan Biovitrum, and may involve a total maximum allocation of 571,813 shares in Swedish Orphan Biovitrum AB (publ). The program is designed to allow the participant to invest in a number of shares and receive the equivalent number of shares free of charge if the individual stays with the company for three years. Employees also have the opportunity to receive additional shares based on Swedish Orphan Biovitrum’s performance over a three-year benchmark period. The program was implemented in December 2010 and the benchmark period extends from December 13, 2010, through December 12, 2013.

Share program for CEO 2011

The Extraordinary General Meeting held on August 24, 2011, adopted a performance based, long-term share program for the CEO Geoffrey McDonough (the “CEO Share Program 2011”). The program is based on an own investment in shares in the market, to be held during a three-year period, and the allotment of performance shares free of charge based on an increase in Swedish Orphan Biovitrum’s share price during the performance period ending on August 15, 2014. A maximum number of 500,000 performance shares can be allotted as follows:

Pro-rata allotment of 400,000 performance shares
For any allotment of performance shares to be possible, the share price at the end of the performance period shall amount to more than SEK 25.77. If the share price at the end of the performance period amounts to at least SEK 45.00, 400,000 performance shares will be allotted. If the share price is between SEK 25.77 and SEK 45.00 at the end of the performance period, the portion of the 400,000 performance shares to be allotted shall be calculated on a pro-rata basis.

Threshold allotment 1 of 30,000 performance shares
In addition to the Pro-rata allotment, 30,000 performance shares will be allotted if the share price at the end of the performance period amounts to at least SEK 30.00

Threshold allotment 2 of 70,000 performance shares
In addition to the Pro-rata allotment and the Threshold allotment 1, 70,000 performance shares will be allotted if the share price at the end of the performance period amounts to at least SEK 35.00 M.

Warrant Program