Reference is made to the minutes from the ordinary general meeting in Targovax ASA (the company) regarding the remuneration to be paid to the board of directors and the implementation of a restricted stock unit (RSU) program for the board of directors.
Under the RSU program, the board of directors may choose to receive their remuneration, or parts thereof, in the form of RSUs. The total compensation to each member of the board of directors for both the period 2015-2016 and 2016-2017 have been set out in the minutes from the ordinary general meeting and in the table below. Three of the board members, Jónas Einarsson (chairman), Johan Christenson and Per Samuelsson have decided to waive any remuneration until the company has sufficient financing in place.
The board members must elect to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs. The election made by each board member has been set out in the table below. The number of RSUs to be granted to the members of the board of directors is calculated as the NOK amount of the RSU opted portion of total compensation to the board member, divided by the market price for the Targovax ASA share. The market price is calculated as volume weighted average share price the 10 trading days prior to the grant date, i.e. NOK 12.20.
Based on the remuneration to the board of directors granted by the ordinary general meeting of Targovax in 2016 and the election made by the board members, the board members have been granted the following number of restricted stock units:
| Name | Remuneration for the period 2015 – 2016 | Allocation between cash and RSUs | Number of RSUs for the period 2015-2016 | Remuneration for the period 2015 – 2016 | Allocation between cash and RSUs | Number of RSUs for the period 2016-2017 | Total number of RSUs | Total number of shares |
| Jónas Einarsson (chairman) | 0* | N/A | 0 | NOK 350,000** | 0 | 0 | 0 | |
| Bente Lill Bjerkelund Romøren | NOK 200,000 | 1/3 in RSUs | 5,464 | NOK 200,000 | 1/3 in RSUs | 5,464 | 10,929 | |
| Johan Christenson | 0* | N/A | 0 | NOK 200,000** | 0 | 0 | 0 | |
| Per Samuelsson | 0* | N/A | 0 | NOK 200,000** | 0 | 0 | 0 | |
| Lars Lund-Roland | NOK 161,667 | 1/3 in RSUs | 4,417 | NOK 200,000 | 100% RSUs | 16,393 | 20,811 | 0 |
| Robert Forbes Burns | NOK 200,000 (as well as NOK 100,000 to be settled in RSUs) | 100% RSUs | 24,590 | NOK 200,000 | 100% RSUs | 16,393 | 40,984 | 29,063 (and 23,235 options) |
| Eva-Lotta Allan | NOK 116,000 (as well as NOK 100,000 to be settled in RSUs) | 100% RSUs | 17,705 | NOK 200,000 | 1/3 in RSUs | 5,464 | 23,169 | 0 |
| Diane Mary Mellett | NOK 116,000 (as well as NOK 100,000 to be settled in RSUs) | 100% in RSUs | 17,705 | NOK 200,000 | 100% RSUs | 16,393 | 34,098 | 0 |
* Jónas Einarsson (chairman), Johan Christenson and Per Samuelsson have decided to waive remuneration until the Company has sufficient financing in place.
** The payment of the remuneration to Jónas Einarsson (chairman), Johan Christenson and Per Samuelsson is subject to the company having sufficient financing in place prior to the annual general meeting in 2017
A total of 129,991 RSUs have thus been granted. The RSUs granted for the period 2015 – 2016 vested on 13 April 2016, while the RSUs granted for the period 2016- 2017 will vest on 13 April 2017.
For further information please contact:
Øystein Soug
CFO
Phone: +47 906 56 525
Email: oystein.soug@targovax.com