Aspiro has employee incentive programme directed to the CEO, senior executives and other key-employees in Aspiro.
The Annual General Meeting 2005 resolved on an incentive programme comprising a total of 10,000,000 options of which 7,900,000 was allotted. These options could be exercised by one-third each year from May 2006 up to and including May 2008. Each employee option entitled to one warrant for immediate subscription of a new share in Aspiro at a redemption price of SEK 3.77. Last date to sign for this programme was 30 May 2008.
At the Annual General Meeting 2006 it was resolved to issue an additional 2,100,000 employee options, of which 2,000,000 has been allotted, as a complement to the incentive programme resolved in 2005. These options may be exercised by one-third each year from July 2007 up to and including August 2009. Each employee option entitles to one warrant for immediate subscription of a new share in Aspiro at a redemption price of SEK 4.44.
At the Annual General Meeting 2007 it was resolved to issue an additional 1,800,000 employee options, of which 1,550,000 has been allotted, as a complement to the incentive programme resolved in 2005. These options may be exercised by one-third each year from May 2008 up to and including May 2010. Each employee option entitles to one warrant for immediate subscription of a new share in Aspiro at a redemption price of 2.88 SEK.
At the Annual General Meeting 2008 it was resolved to issue an additional 5,000,000 employee options. These options can be exercised by half from 30 June 2009 and by half at 30 June 2010. Each employee option entitled to one warrant for immediate subscription of a new share in Aspiro at a redemption price of SEK 1.76. Employees that has been allotted options in this programme is at the same time denied the right to exercise employee options from previous programmes.
17.9 million warrants are held by a group company for the correct fulfillment of the company’s commitments in staff stock option plans. In practice a maximum of 6 million warrants can be exercised due to that employe options for various reasons have matured during the time of duration and that programme from 2005 has matured.
The cost for the employee options is accounted for according to IFRS 2. The actual value of the options, at the time of issue, is calculated according to the general valuation principles of Black & Scholes for valuation of options without considering potential dilution of shares. The cost will be distributed lineally over the duration of the options. A reserve for social security contributions will be made based on the actual value of the options on the respective balance sheet date according to the statement of the first instance of the Swedish Financial Accounting Standards Council (Sw. Redovisningsrådets akutgrupp) (URA 46 IFRS 2 and social security contributions). Aspiro’s costs for social security contributions, if any, may at full exercise of the employee options amount to maximum SEK 10 m. As at 31 December 2007 SEK 0.3 m has been charged the results of the Group as a reserve for social security contributions for the employee options that have been allotted. The actual value, at the times of issue, was estimated to SEK 6.0 m, of which SEK 1.1 m was charged the result of the Group for 2005, SEK 1.8 m has been charged the result of the Group for 2006 and SEK 2.2 m during 2007.
The purpose of the employee options is to give senior executives and key-employees in the Company an incentive whereby they are offered the opportunity to take part of the value growth of the Company’s share. This is expected to lead to an increased interest in the development and the share development of the Company and a stimulation of continued company loyalty over the coming years. The incentive programme is also anticipated to result in an increased recruitment of employees and to keep competent collaborators in Aspiro.
At full exercise of all the options, the share capital in the Company will increase by a total of approximately SEK 31.5 m corresponding to approximately 8.5 per cent of the Company’s share capital after the increase. In practice a maximum of 6 million warrants can be exercised due to that employee options for various reasons have matured during the time of duration and that programme from 2005 has matured. This corresponds to approximately 3 per cent of the Company’s share capital after the increase.
Neither of the incentive programs contains a right to renegotiate of the terms. However, Aspiro is entitled to decide upon amendments of the terms if necessary due to legislation, court orders or decisions by public authorities or otherwise appropriate or necessary due to practical reasons, provided that the rights of the option holders are not in any respect worsened.