Employee share option scheme

Oslo, 25 November 2022 - PCI Biotech (OSE: PCIB), today announce that the Board of Directors has granted share options to key employees.

In accordance with the authorisation granted by the Annual General Meeting 25 May 2022 and the remuneration policy adopted by the Annual General Meeting 28 May 2021, the Board of Directors of PCI Biotech Holding ASA (“PCI Biotech”) has awarded a total of 570,000 share options to key employees. Each share option gives the right to subscribe for or acquire one share per option (after PCI Biotech’s choice), at a strike price of NOK 1.90, equal to the volume weighted average share price (VWAP) for the last 5 days of trade prior to the grant date. However, the current nominal value of the share is NOK 3.00 and the strike price cannot be lower than the nominal value of the share at the future exercise date(s). The share options are granted without consideration and are subject to service based vesting conditions, and the share options will vest equally over a three-year vesting term. The share options are lapsing in Q3 2027. Further details about the share option program are described in PCI Biotech’s remuneration policy.

According to the remuneration policy the BoD will at allotment of share options seek to allot a number of share options with a total fair value, calculated according to the Black-Scholes model, that is partly linked to the annual base salary for each individual. Other elements that will be assessed in the allotment are the balance between total short- and longterm performance based rewards, current value of share options held, overall performance, work responsibility, importance of retention and position.

The number of share options granted is based on these guidelines and in addition, the share options are granted with a value cap of 20 times the strike price of NOK 1.90. If this value cap threshold is met all share options will vest immediately and be available for exercise.

To ensure long-term ownership by executive management, shares obtained by exercise of share options shall be held for at least one year, except shares to be sold immediately to cover transaction costs and tax under a so-called cash less exercise. Through the long-term incentive program the board expects members of the executive team to build up and maintain share ownership with a market value equal to at least one-year gross base salary, before any shares may be sold. No lock-up elements are applicable for other employees.

Of the 570,000 share options, 360,000 share options were allotted to the following primary insiders:

220,000 share options were allotted to Ronny Skuggedal, CEO. After the allotment, Ronny Skuggedal holds a total portfolio of 360,000 unexercised share options and 55,000 shares.
120,000 share options were allotted to Anders Høgset, CSO. After the allotment, Anders Høgset holds a total portfolio of 250,000 unexercised share options and 64,800 shares.
20,000 share options were allotted to Kristin Eivindvik, CDO. After the allotment, Kristin Eivindvik holds a total portfolio of 110,000 unexercised share options and 25,200 shares.

Primary insider notifications pursuant to the market abuse regulation article 19 are attached.

The current authorisation, as of 25 May 2022, allows for a total of 2,790,000 share options, of which 1,000,000 now have been granted by the Board of Directors.

For more information, please contact:  
Ronny Skuggedal, CEO, rs(a)pcibiotech.no, Mobile: +47 9400 5757

This information is subject to the disclosure requirements pursuant to the market abuse regulation article 19 and to section 5-12 of the Norwegian Securities Trading Act.