Incentive Program

Incentive Program 2026

At the Annual General Meeting held on 22 April 2026, it was resolved to introduce an incentive program directed at the Company’s management (“TO 2026/2029:1”).

The Incentive Program TO 2026/2029:1 will be carried out in accordance with the following guidelines

  • The incentive program shall include a maximum of 250,000 warrants to be offered to members of the Company’s executives at a market valuation based on the Black & Scholes option pricing model. The warrant premium has been provisionally calculated at SEK 2.55 per warrant.
  • Each warrant entitles the holder to acquire one (1) new share in the Company at a subscription price corresponding to 150 per cent of the volume-weighted average price calculated as the average of the daily volume-weighted transaction price for the Company’s share on the official price list of Nasdaq Stockholm over the 20 trading days immediately following the 2026 annual general meeting, but at least corresponding to the quota value of the share.
  • Once the 20 trading days have elapsed and the subscription price has been determined, the warrant premium shall be finally calculated with the assistance of external advisers (which is expected to take place at the end of May 2026).
  • The board of directors is authorised to decide which of the Company’s executives are offered warrants and the number thereof, according to the following criteria: CEO, 1 person, maximum no per participant is 100 000 warrants. Company executives, 3 persons, maximum no per participant is 50 000 warrants. In the event that a person offered participation declines or does not subscribe for his or her full allocation, the board of directors is entitled to reallocate any remaining warrants to other participants.
  • Notification (by subscription) of participation in the program (following the board’s offer) must be received by the Company no later than 15 June 2026. Payment of the warrant premium and allocation of warrants must occur no later than 30 June 2026.
  • The warrants may be supplemented with customary warrant agreements established by the board of directors regarding vesting period, repurchase rights and disposal restrictions with each participant. 
  • A condition for allocation is that the participant has entered into the warrant agreement established by the board of directors, containing customary terms regarding restrictions on disposal, vesting, repurchase rights, etc., whereby the vesting period shall be at least three (3) years. 
  • The holder may exercise the allocated warrants to subscribe for new shares during a 30-day period following the publication of the interim report for the second quarter of 2029 (which is expected to take place in July–August 2029). If no Interim report is issued, exercise through the subscription for new shares may instead take place during August 2029. 
  • The board shall be responsible for the design and administration of the incentive program within the framework of the guidelines set out above.

Within the framework of Incentive Program TO 2026/2029:1 a directed issue will be carried out in accordance with the following terms and conditions

  • The right to subscribe for the warrants shall, in deviation from the shareholders’ preferential rights, be granted to members of the Company’s executives who participate in Incentive Program TO 2026/2029:1. The board of directors is entitled to resolve on the allocation of warrants among participants in accordance with the established criteria for Incentive Program TO 2026/2029:1.
  • The reasons for the deviation from shareholders’ preferential rights are to increase incentives for the Company’s executives and strengthen their long-term commitment to the Company, which is considered beneficial for the Company and its shareholders. The board also considers that the warrant programme contributes to retaining executives.
  • The warrants are issued at a premium corresponding to the market value calculated using the Black & Scholes option pricing model. The warrant premium has been provisionally calculated at SEK 2.55 per warrant. Final valuation will be carried out by the board prior to the participants’ subscription for the warrants and will be based on prevailing market conditions at that time.
  • Subscription for the warrants shall occur on a subscription list no later than 15 June 2026. Payment of the warrant premium must be made no later than 30 June 2026. The board has the right to extend the subscription and payment period. 
  • Each warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 150 per cent of the volume-weighted average price calculated as the average of the daily volume-weighted transaction price for the Company’s share on the official price list of Nasdaq Stockholm over 20 trading days commencing on 23 April 2026, but at least corresponding to the quota value of the share.
  • If the subscription price exceeds the quotient value of the shares, the excess amount shall be allocated to the unrestricted premium reserve.
  • The board of directors has the right to allow payment by way of set-off in accordance with the rules of the Swedish Companies Act (2005:551). 
  • Subscription for new shares with support of the warrants can occur during a 30-day period after the announcement of the interim report for the second quarter of 2029 (which is expected to occur in July–August 2029). If no interim report is issued, exercise through subscription for new shares can instead occur during the month of August 2029. However, subscription must not occur in violation of agreements made as a condition for the allocation of warrants or otherwise in violation of the EU Market Abuse Regulation (596/2014/EU) or other applicable legislation.
  • The new shares which have been added due to subscription by virtue of the warrants entitle the holder to dividend for the first time on the record date for dividend that occurs immediately after subscription has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB. 
  • The warrants shall otherwise be subject to the terms and conditions set out in Appendix 1A.