OTHER RELEVANT INFORMATION
The Executive Committee of Pharma Mar, S.A., as authorized by the Company's Board of Directors, has decided to implement the Free of Charge Stock Ownership Plan approved by resolution of the Annual General Shareholders' Meeting of 26 June 2019 (Agenda Item Fifth), authorizing the Board of Directors (or the Executive Committee or director or person delegated by the Board) to deliver up to a maximum of 500,000 shares free of charge. This Plan is intended exclusively for employees and officers of the Pharma Mar Group, and under no circumstances may the members of the Board of Directors of Pharma Mar, S.A. be eligible as beneficiaries, even if they hold executive positions in any Group companies.
The essential conditions established for free delivery of the shares are specified below:
Share lockup system. A lockup system shall be established for the shares distributed to the prevent disposal thereof. This lockup system shall likewise apply to those shares acquired by the beneficiary free of charge and which by means of any corporate transaction have their origins in previously held shares of this type.
The lockup period shall remain in force for three years ("Loyalty Period") from the time of effective delivery of the shares.
Notwithstanding the above, a portion of the shares shall be unblocked a year and half after delivery of the shares; in particular, the lockup shall be lifted from the number of shares equal to total shares distributed divided by a coefficient established by the Executive Committee based on the performance levels of each employee in 2019 (meeting targets established for the year), as based on the information provided in such regard by the Pharma Mar Group companies employing each of the beneficiaries. The shares distributed shall enjoy full political and economic rights.
Condition subsequent for distribution of shares. Delivery of the shares to each beneficiary is subject to a condition subsequent, which shall be deemed met in the case of voluntary resignation, fair dismissal of the beneficiary or leave (excluding in the case of leave covered
by Law 39/1999, of 5 November, on the promotion of employee work-life balance, or by Organic Law 3/2007, of 22 March, on effective gender equality, in which case the Loyalty Period shall be extended for the length of the leave), provided said circumstances arise prior to the end of the Loyalty Period. In the event of termination of the employment relationship between a beneficiary and its employer for reasons other than the above, the Loyalty Period shall be deemed fulfilled, unless the employment relationship was terminated so that a new relationship could be established between the beneficiary and another Pharma Mar Group company.
This condition subsequent shall apply to the shares that should have remained locked up through the end of the Loyalty Period (i.e. shares that should have, in theory, remained locked up for a period of three years). Compliance with this condition shall have no retroactive effects.
The condition subsequent having been met, the affected shares shall be returned, following the same procedure used for acquisition, to Pharma Mar, S.A. or, by request thereof, to the subsidiary employing the beneficiary.
In accordance with the foregoing, the Executive Committee has agreed to deliver shares for a total value of €592,063.61, with a share reference value equal to the lower of: a) the weighted average change in the share price of Pharma Mar, S.A. on the continuous market for 28 April 2020; b) the simple average change in the daily weighted average change in the share price of Pharma Mar, S.A. on the continuous market for the previous month (i.e. between 28 March 2020 and 28 April 2020, both inclusive). The share value calculated in this manner shall be used exclusively for the purpose of determining the number of shares to be delivered to each beneficiary, which will under no circumstances exceed €12,000 per beneficiary. This value therefore does not constitute a price of any kind.
The reference value was finally established at €4.6108, corresponding to the simple average change in the daily weighted average change in the share price of Pharma Mar on the continuous market for the previous month, as this amount was less than the weighted average change in the share price of Pharma Mar on the continuous market for 28 April 2020, which was equal to €5.7696.
Once the final reference value has been established, the total number of shares to be delivered to the beneficiaries, free of charge, was finally established at 128,408 shares (0.0577% of share capital).
The shares shall be delivered via a change in ownership (Article 83 of the restated text of the Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October), which is expected to take place in the coming days, once the relevant accounts have been opened for the beneficiaries of the Plan.
