Remuneration
Pursuant to the Finnish Limited Liability Companies Act, the General Meeting decides upon the remuneration paid to the members of the Board of Directors and the basis for it.
The Board of Directors appoints and dismisses the CEO and decides on the terms and conditions of the CEO's employment defined in a written service agreement. In addition, the Board of Directors decides on the remuneration of the members of the Management Team.
The Board of Directors decides upon the individual incentive scheme for the members of the Management Team annually in connection with the preparation of the budget based on the proposal prepared by the CEO.
Bioretec has three valid option programs for employee remuneration. The objective of the Option Program 2018-1 is to operate as a long-term incentive and commitment plan for the company's key individuals. The objective of the Option Program 2020-1 is to operate as a part of the incentive and commitment plan of the company's key individuals and members of the Scientific Advisory Board and the Board of Directors. Option Program 2023-1 is an incentive scheme for the company’s and its subsidiaries' employees, consultants, and the members of the company’s Scientific Advisory Board.
Terms and conditions of Option Program 2020-1
Terms and conditions of Option Program 2023-1 (in Finnish)
Stock option plans
Bioretec has established several share option programs as incentive plans for the company’s key personnel, members of the Board of Directors, members of the Scientific Advisory Board, and former shareholders of the subsidiary Bioretec GmbH in connection with its acquisition in 2019. The company has four open stock option programs: Stock option programs 2018-1, 2019-1, 2020-1 and 2023-1. The stock options given as incentives are issued free of charge. The shareholder's rights begin when the shares are registered in the Trade Register.
| ID | Number of options according to original option plan | Share subscription price (EUR) | Number of shares to be subscribed1 | Subscription period | Number of remaining unexercised options2 | Number of shares to be subscribed based on remaining unexercised options1 |
|---|---|---|---|---|---|---|
| 2018-1A | 8,500,000 | 1,50 | 566,666 | 1.1.2019-31.12.2026 | 8,125,000 | 541,667 |
| 2018-1B | 8,500,000 | 1,50 | 566,666 | 1.1.2020-31.12.2026 | 8,500,000 | 566,667 |
| 2018-1C | 1,500,000 | 2,25 | 100,000 | 1.1.2021-31.12.2026 | 1,500,000 | 100,000 |
| 2018-1D | 1,500,000 | 2,25 | 100,000 | 1.1.2022-31.12.2026 | 1,500,000 | 100,000 |
| 2019-1 | 36,444,250 | 0,15 | 2,429,616 | 20.3.2019-31.12.2029 | 0 | 0 |
| 2020-1A | 8,450,000 | 2,25 | 563,324 | 1.1.2022-31.12.2026 | 5,650,000 | 376,662 |
| 2020-1B | 9,150,000 | 3,00 | 609,998 | 1.1.2023-31.12.2026 | 5,300,000 | 353,332 |
| 2020-1C | 8,400,000 | 3,75 | 559,998 | 1.1.2024-31.12.2026 | 4,550,000 | 303,332 |
| 2023-1 | 1,000,000 | 2,84 | 1,000,000 | 21.10.2024-31.12.20293 | 607,000 | 607,000 |
| Total | 83,444,250 | 6,496,269 | 35,732,000 | 2,948,659 |
1 Option programs implemented prior to the reverse split in spring 2021. After the reverse split, 15 option rights entitle to subscribe one (1) new company share.
2 The remaining number of unexercised options has been deducted from the number of already registered share subscriptions. Additionally, those options which have remained unallocated from 1.1.2023 onwards have been deducted from the remaining options amount, as the board authorization concerning option program 2020-1 has ended on December 31, 2022.
3 As of October 21, 2024, 25% of the option rights given to the option right holder can be subscribed. As of November 30, 2024, shares can be subscribed monthly in monthly installments of 1/36th of the remaining 75% of the option rights given to the option right holder until December 31, 2029.
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