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Remuneration

Proposal for resolution on guidelines for determining remuneration to the management team. The proposal is intended to be submitted by the Board of Directors at the Annual General Meeting on May 3, 2018.

The remuneration of the management team of Immunovia AB (publ), org. No. 556730-4299, (the “Company”) should consist of basic salary, potential variable salary, other customary benefits, and pension. Total annual compensation should be on market terms and competitive on the labor market where the executive is located, and consider individual qualifications and experience, as well as outstanding performance being reflected in total compensation. Basic salary should be reviewed annually. The management team mean the Chief Executive Officer and other members of corporate management.

Basic salary and variable salary should relate to the executive’s responsibilities and authority. Variable salary should be payable in cash and/or in shares/share warrants/convertible instruments or other share-based instruments such as synthetic options or staff stock options, and based on outcomes in relation to targets set, and be structured so that community of interests between the executive and the company’s shareholders is achieved. The vesting period, or the period from entering the agreement until shares may be acquired, may not be less than three years. Variable cash payment should not exceed basic salary. The terms and conditions governing variable salary should be structured so that if there are especially severe financial circumstances, the Board is able to limit or withhold variable compensation if such payment is considered unreasonable or irreconcilable with the company’s other responsibilities to its shareholders. For annual bonuses, there should be a facility to limit or withhold variable compensation if the Board of Directors judges that this is justified for other reasons.

If a Board member renders services on behalf of the company in addition to serving on the Board of Directors, consulting fees and other compensation for such work should be payable in accordance with specific decision by the Board of Directors.

As far as possible, pension benefits should be defined contribution. The Chief Executive Officer and other members of the management team should have maximum notice periods of 18 months. Basic salary during the notice period and severance pay should not exceed a total amount corresponding to basic salary for two years.

The Board of Directors of the company should endeavor for all subsidiaries of the group to apply these principles.

The Board of Directors should be entitled to depart from the above guidelines if the Board judges that there are special circumstances justifying this in an individual case.

Matters of salary and other compensation to the Chief Executive Officer are considered by the remuneration committee and decided by the Board of Directors. Matters of salary and other compensation to other in the management team are considered and decided by the CEO.

 

Warrants

At the annual general meeting on April 25th, 2017, an option program of series 2017/2020 was decided to employees and key personnel in the company. The subscription warrants (61,000) may in the vesting period of September 15th, 2020, until October 15th, 2020 be used for subscription of newly issued shares in the Company. Each warrants entitles to subscription of 1 share to the subscription price of SEK 205.00 per share. At full utilization, the company’s share capital increases by SEK 3,050.

At the annual general meeting of May 30th, 2016, an option program of series 2016/2019 was decided to employees and key personnel in the company. The warrants (137,000) can be utilized during the vesting period from now and through October 15th, 2019 be used for subscription of newly issued shares in the Company. Each warrants entitles to subscription of 1 share to the subscription price of SEK 82.90 per share. At full utilization, the company’s share capital increases by SEK 6,850.

At the annual general meeting on June 1st, 2015, a program of series 2015/2018 was decided to employees and key personnel in the company. The warrants (47,000) can be utilized during the vesting period from now and until October 15th, 2018 be used for subscription of newly issued shares in the Company. Each warrants entitles to subscription of 1 share to the subscription price of SEK 13.50 per share. At full utilization, the company’s share capital increases by SEK 2,350.

The warrants are subject to customary translation conditions in connection with issues, etc.

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