Equity Incentive Program

On the general meeting held on August 14 2013, Asetek implemented the framework for its equity incentive program. The general meeting adopted the general guidelines governing the incentive programs of Asetek A/S in accordance with section 139 of the Danish Companies Act.

Asetek considers compensation in the form of equity to be a positive and valuable tool in the support of alignment between the company’s and its employees long termed interests. Asetek plans to offer warrants to buy company shares to the majority of its full time employees and board members in lieu of cash compensation, and contingent upon their continued employment by the company.

The right to warrants will typically be fully earned (“vested”) over 4 years following the date of the initial grant. The warrants will be granted at market value and will have a lifetime of 7 years. If not exercised during its lifetime, a warrant will expire; have no value to the holder, and will be returned to the company’s pool of warrants available for grants.  Upon termination of the position with the company, the receiver will no longer receive further grants, and – subject to local legal regulations – the receiver may be forced to exercise any exercisable warrants, or they will expire.

At the time of the program launch, September 2013, there were 800,000 shares (5.1% of the total diluted share capital on the date of the authorization) of a nominal value of each DKK 0.10 made available for grants. At the end of the fiscal year 2014, 35,021 remained available under this autorization.

At the ordinary Annual General Meeting on April 30, 2015, the authorization was increased from the remaining 35,021 to 2,000,000 shares (7.6% of the total diluted share capital on the date of the authorization) available to the program. At the same time, the program was extended to expire on April 30, 2020. This addition to the program is documented in the articles of association, section 6.1.

In addition to the above, Asetek maintains an option program from prior to the IPO in 2013. Under this program, which commenced in 2008, a total of 298,348 options to buy company shares were outstanding as per December 31st, 2015. This program is fully covered by the company’s own holding of treasury shares.

Asetek acknowledges that option- and warrant holders occasionally will desire to exercise and simultaneously sell their Asetek shares for the purpose of portfolio diversification. Such transactions may likely be affected by the local tradition in the area in which the option- or warrant holder is employed.

Stock Exchange Notifications pertaining to our equity incentive programs:

10.08.2013 ASETEK – Issuance of Warrants 
04.24.2014 ASETEK – Issuance of Warrants
08.14.2014 ASETEK – Issuance of Warrants
04.30.2015 ASETEK – Minutes from Annual General Meeting  (authorization of warrant pool)
08.13.2015 ASETEK – Issuance of Warrants
04.29.2016 ASETEK – Issuance of Warrants