Share-based incentive programmes

At the Extraordinary General Meeting on 7 May 2017, it was resolved to issue warrants as part of an incentive programme for certain members of the Group management (the “Participants”). In total, the incentive programme comprises 8 individuals and not more than 5,222,000 warrants. The Participants may subscribe for warrants at a market value corresponding to in total not more than SEK 17.99 million. The maximum number of warrants that may be subscribed for by the Participants corresponds to approximately 2.77 percent of the Company’s share capital following completion of the Offering and assuming full exercise of the warrants.

The warrants will be issued in two separate series. Each Participant subscribes for an equal number of warrants of both series. This number of warrants per Participant and series depends on the Participant’s position within the Group and the number of Shares held by the Participant at the time of the commencement of the programme.

Series 2017/2019 comprises up to 2,611,000 warrants that may be exercised during the following subscription period; 19 May–19 November 2019, with the exception of the thirty-day period preceding (a) the day of the announcement of the Company’s interim report for the second quarter of 2019, and (b) the day of the announcement of the Company’s interim report for the third quarter of 2019.

Series 2017/2020 comprises up to 2,611,000 warrants that may be exercised during the following subscription period; 19 May–19 November 2020, with the exception of the thirty-day period preceding (a) the day of the announcement of the Company’s interim report for the second quarter of 2020, and (b) the day of the announcement of the Company’s interim report for the third quarter of 2020.

The exercise price for Series 2017/2019 corresponds to 121.22 percent of the Offer Price, but may not be lower than the quotient value of the share. Furthermore, if at the time of subscription, the last paid price for the Shares on the closing of the stock exchange on the trading day preceding the subscription of new Shares exceeds 157.74 percent of the determined exercise price, the exercise price shall be increased with an amount corresponding to an amount of the said price which exceeds 157.74 percent of the exercise price.

The exercise price for Series 2017/2020 corresponds to 130.91 percent of the Offer Price, but may not be lower than the quotient value of the share. Furthermore, if at the time of subscription, the last paid price for the Shares on the closing of the stock exchange on the trading day preceding the subscription of new Shares exceeds 189.29 percent of the determined exercise price, the exercise price shall be increased with an amount corresponding to an amount of the said price which exceeds 189.29 percent of the exercise price.

The terms of both warrant series include customary recalculation provisions, including for dividend payments made prior to the exercise of the warrants.

The Company has reserved the right to repurchase warrants for example if the Participant’s employment with the Company is terminated. The Company’s total costs for the programme during its term are not expected to exceed SEK 13.30 million (mainly relating to social security contributions for Participants in jurisdictions where participation in the incentive programme is taxed as earned income).

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