Resolution to adopt the long-term incentive program 2022
The Extraordinary General Meeting resolved, in accordance with the Board's proposal, to adopt a performance-based incentive program for certain employees in IAR ("LTI 2022"). The purpose of the proposal is to create conditions to retain and increase motivation among senior executives, employees and other key individuals in the Company.
The LTI 2022 have a three-year program term and implies that the participants are allocated Restricted Stock Units ("RSUs") which gives the right to acquire shares in the Company.
A maximum of 140 employees shall be allowed to participate in LTI 2022. A maximum of 140 000 RSUs may be allotted to participants in LTI 2022. Allotment of RSUs can be made from the Extraordinary General Meeting 2022 until the Annual General Meeting 2023. The allotted RSUs are vested with one-third each year from the time of the first allotment.
The calculation of the LTI 2022 RSU outcome for each participant in relation to maximum performance value shall be connected to Company related performance targets established by the Board, or other similar metrics deemed appropriate by the Board. Provided that the RSUs have been allotted and vested, each RSU grants the holder a right to, during the period from 1st September 2025, up to and including 1st October 2025, as decided by the Company, acquire one share in the Company.
Based on the assumption that all RSUs in the LTI 2022 are vested, an assumed share price of SEK 176,4 when the RSUs are exercised, and an assumed average social security rate of approximately 20% percent, the total costs for the program including social security contributions will amount to approximately MSEK 21 which yearly corresponds to approximately 3.2 percent of the Company's salary costs for employees (including social security contributions) for the 2021 financial year.
Resolution on transfer of own shares to participants and authorisation for the Board to resolve on transfer of own shares on a regulated market
The Extraordinary general Meeting resolved, in accordance with the Board's proposal, to transfer a maximum of 140,000 own shares to the participants free of charge under the terms and conditions of the LTI 2022.
Further, it was resolved, in accordance with the Board's proposal, to authorise the Board to, during the period until the 2025 Annual General Meeting, resolve on transfers of the Company's own shares on a regulated market. A maximum of 26,600 shares may be transferred to cover social costs at a price per share within the price interval registered at any given time. The purpose is to give the Company the opportunity to secure costs for social security contributions related to LTI 2022.
Stockholm, 13 June 2022
Board of Directors
I.A.R. Systems Group AB (publ)