Curasight issues warrants as part of long-term incentive program

As part of the Company’s existing long-term incentive programs, the Board of Directors has today resolved to re-issue a total of 59,132 (previously lapsed) warrants with rights to subscribe for a total of DKK 2,956.60 nominally worth of shares in the Company. The re-issuance of warrants is made in accordance with articles 5.2.1 and 5.2.2 of the Company’s articles of association. 42,460 warrants will be re-issued and allocated to Carsten Deleuran (Finance Director) as part of the ordinary incentive program covering the Executive Management and key employees of the Company. 16,672 warrants will be re-issued and allocated to Chair of the Board of Directors Kirsten Drejer as part of the ordinary incentive program covering the Board of Directors of the Company.

The long-term incentive programs aim to align the interests between the Company’s key employees with those of the Company’s shareholders by providing them an incentive to further drive value creation in accordance with the Company’s long-term strategy.

Under the long-term incentive programs, each participant will be granted a number of warrants for each financial year covered by the Company’s long-term strategy (subsequent to initial allocation and subscription of the warrants). The warrants re-issued and allocated to Carsten Deleuran and Kirsten Drejer will be granted in the financial years 2024 and 2025, respectively. No consideration will be paid by the participants for subscription of the re-issued warrants as part of the long-term incentive programs.

Grant of warrants is subject to performance measured against pre-defined financial and/or non-financial key performance indicators (KPIs) determined by the Board of Directors. Consequently, the number of warrants finally granted to the participant (which may ultimately be exercised) is subject to the participant’s performance level.

Warrants vest after three consecutive financial years from the date of grant, however, the number of warrants that may be exercised is – as set out above – subject to the participant’s KPI performance level. Vested warrants may be exercised in a period of five years following vesting.

Each warrant will at vesting, subject to the terms of the long-term incentive program, entitle the warrant holder to subscribe for one share (of nominally DKK 0.05) in Curasight against payment of the exercise price of DKK 11.19 (equivalent to the average share price according to Spotlight’s official listed share price for the Company’s shares during five trading days preceding the date at which allocation of the warrant occurs). Consequently, the warrants are re-issued at market value.

The number of warrants allocated to a participant may be adjusted in the event of capital changes, and other comparable matters. Furthermore, vesting and exercise of warrants may be accelerated in specific standard scenarios and the Board of Directors may decide to settle vested warrants in cash.

Curasight’s costs relating to the long-term incentive program for the key employees are limited, given that the participants will subscribe for shares against payment of the exercise price, i.e., no funding will be required in order for Curasight to cover its obligations under the long-term incentive programs. Furthermore, limited costs relating to advisor fees are expected. Given that new shares may be issued due to the participants’ exercise of warrants, the re-issued warrants may imply dilution of the shareholders of maximum nominally DKK 2,956.60 shares, i.e., of up to 59,132 shares each having a nominal value of DKK 0.05.