Option Programs and Equity Incentive Plan

Option Scheme 2009

The option scheme of 2009 was resolved on by Biotie’s Board of Directors on 26 April 2009 based on the authorisation of the Company’s Extraordinary General Meeting of Shareholders of 14 November 2008. The number of option rights issued under the scheme was 7,000,000 and the option rights would entitle their holders to subscribe for 7,000,000 new shares in the Company. Of the option rights, 2,000,000 were to be marked with the symbol 2009A, 2,500,000 with the symbol 2009B and 2,500,000 with the symbol 2009C. Each option right entitles its holder to subscribe for one new share in the Company. The option rights were offered for subscription to key personnel of the Company and to Biotie Therapies International Oy, a fully-owned subsidiary of the Company, free of charge.

The share subscription period for the 2009A option rights commenced on 1 January 2010 and the for the 2009B option rights on 1 January 2011. The share subscription period for the 2009C option rights will commence on 1 January 2012. The share subscription period for all option rights in the option scheme 2009 will end on 31 December 2013. The subscription price for the shares is based on the volume-weighted average trading price of the Company's share on the Helsinki Stock Exchange during the period of 1 January 2009 - 31 March 2009, i.e. EUR 0.29 per share, with an increase of approximately 38 per cent for the A option right (i.e. EUR 0.4 per share), an increase of approximately 141 per cent for the B option right (i.e. EUR 0.7 per share) and an increase of approximately 245 per cent for the C option right (i.e. EUR 1.0 per share).
 
Swiss option plan

The Swiss company Synosia Therapeutics Holding AG (currently Biotie Therapies Holding AG) acquired by Biotie in February 2011 also has a stock option plan, based on which stock options have been granted to employees, directors and consultants. In connection with the completion of the acquisition of Synosia, the option plan was amended so that instead of shares in former Synosia Therapeutics Holding AG, an aggregate maximum of 14,912,155 shares in Biotie Therapies Corp. may be subscribed based on the plan. Biotie Therapies Corp. issued these 14,912,155 shares to its current subsidiary Biotie Therapies Holding AG in connection with the acquisition to be further conveyed to the option holders when they potentially exercise their option rights in accordance with the terms and conditions of the option rights. The last day for share subscriptions based on the option rights in the Swiss option plan is 7 December 2020.

The subscription prices for the shares are as follows:

The Board of Directors of Biotie Therapies Corp. Decided on Incentive Plans for Employees
(Stock Exchange Release, December 7 2011)
Stock Option Plan 2011

The maximum total number of stock options issued is 7,401,000, and they entitle their owners to subscribe for a maximum total of 7,401,000 new shares in the company or existing shares held by the company. The Board of Directors will decide on the distribution of the stock options.  The stock options will be issued at no cost. The stock options are divided into three (3) tranches, of which 2,467,000 will be marked as 2011A, 2,467,000 will be marked as 2011B and 2,467,000 will be marked as 2011C.  

According to the terms and conditions for the stock options, fifty (50) per cent of the maximum number of stock options will be granted to the Group employees based on the fulfillment of targets determined each year by the Board of Directors, and the other fifty (50) per cent of the stock options will be granted without reference to the strategic and operational targets.

The share subscription price will, for all stock options, be EUR 0.01 per share. The justification for the determination of the share subscription price is to achieve instant and efficient commitment of the Group employees to the company and to combine the objectives of the shareholders and the employees. The shares must be paid upon subscription. The share subscription price will be credited to the reserve for invested unrestricted equity of the Company.

The share subscription period will be, for stock option 2011A, January 1, 2014-February 28, 2015; for stock option 2011B January 1, 2015-February 29, 2016; and for stock option 2011C January 1, 2016-February 28, 2017. Should a stock option owner´s employment or service in a Group Company terminate, such person will, forfeit without compensation, all stock options for which the relevant share subscription period has not begun.

The theoretical market value of one stock option is EUR 0.59. The maximum theoretical market value of the stock options is EUR 4,366,590 in total. The theoretical market value of one stock option has been calculated through the use of Black & Scholes stock option pricing model with the following input factors: share price EUR 0.60, share subscription price EUR 0.01, risk free interest rate 1.07 per cent, validity of stock options on the average three years and volatility 40 per cent. 

The Board of Directors decided on the new stock option plan on the basis of the authorization granted by the company's Annual General Meeting of Shareholders held on May 6, 2011.

The Board of Directors may decide on any amendments and specifications to the terms and conditions of the stock options which are not considered as essential, as well as on all other matters related to the stock options.

Equity Incentive Plan

The maximum number of share units to be granted and the number of corresponding shares to be delivered on the basis of the plan will be a total of 4,599,000 shares.

The equity incentive plan includes three consecutive discretionary periods, calendar years 2011, 2012 and 2013. Each discretionary period is followed by an approximately two year vesting period, ending on January 5, 2014, on January 5, 2015 and on January 5, 2016, after which Company's shares will be delivered to employees on the basis of the granted share units. Should an employee´s employment or service in a Group Company end before the end of a vesting period, the corresponding share units will gratuitously be forfeited.

According to the terms and conditions for the equity incentive plan, fifty (50) per cent of the maximum number of share units will be granted to the Group employees subject to the fulfillment of targets as determined for each discretionary period by the Board of Directors, and the other fifty (50) per cent of the share units will be granted without reference to the strategic and operational targets.

Stock Exchange Release published December 7, 2011 Read more

Remuneration statement READ MORE

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Updated March 16, 2012