The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Proposal for resolution on:
- option program for board members; and
- directed issue of warrants and approval of transfer of warrants
The Nomination Committee of Immunovia AB (publ) proposes that the annual general meeting on 13 May 2026 resolves to adopt an option program for board members in accordance with what is set out under Section A below ("Board Program 2026").
The Nomination Committee see an equity-based incentive program in the form of options exercisable in connection with an exit event as a central part of an attractive and competitive remuneration package to attract, retain and motivate competent board members in the company and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. The proposed program is designed to match US market practices, reflecting the importance of attracting and retaining US-based board members.
To secure the company's undertakings under Board Program 2026, the Nomination Committee also proposes that the annual general meeting resolves on a directed issue of warrants and an approval of transfer of warrants in accordance with Section B below.
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Proposal for resolution on option program for board members
The Nomination Committee proposes that the annual general meeting resolves to implement Board Program 2026 in accordance with the following substantial guidelines:
Board Program 2026 shall comprise a maximum of 7,080,702 options.
Options can be granted by the company or a subsidiary in the company's group (the "Group").
Each option entitles the holders a right to acquire one new share in the company against cash consideration at an exercise price amounting to 100 per cent of the volume weighted average share price of the company's share on Nasdaq Stockholm during the five trading days immediately after the annual general meeting on 13 May 2026 (however, the exercise price cannot be less than the quotient value of the share).
The calculated exercise price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The exercise price and the number of shares that each option entitles right to may be subject to recalculation in the event of a bonus issue, split, rights issue etc., wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied.
Each board member (6 in the aggregate) shall be granted 1,180,117 options.
Grants shall be made as soon as possible after the establishment of the exercise price in accordance with 3 above (the date when the options are granted are hereinafter referred to as the "Grant Date").
The options shall be granted without consideration.
The options shall vest on the date of the company's annual general meeting 2027, provided that the participant is still a board member in the company on said date. In the event of an Exit Event (as defined below) occurring prior to the annual general meeting 2027, the options will vest immediately and in their entirety on the date such Exit Event is completed.
The options may only be exercised in connection with an Exit Event. For these purposes, an "Exit Event" means the occurrence of any of the following:
a public takeover offer (Sw. offentligt uppköpserbjudande) for all shares in the company in accordance with the Takeover Rules for Nasdaq Stockholm, where the offeror has declared the offer unconditional;
a merger, reverse merger, or other business combination whereby the shareholders of the company immediately prior to such transaction hold less than 50 per cent of the voting power of the surviving or resulting entity;
the sale, exclusive out-licensing, or other disposition of all or materially all of the company's assets (including intellectual property rights), in a single transaction or a series of related transactions; or
any other transaction pursuant to which a person, or group of persons acting in concert, acquires at least 90 per cent of the shares or votes in the company.
The participants shall be entitled to exercise all or part of their vested options in connection with an Exit Event (or, in the case of a public takeover offer, following the date on which the offeror declares the offer unconditional), provided that such exercise must in all cases occur within the period set out below. Options not exercised in connection with the Exit Event will expire.
The options shall expire on the date that falls eight years after the Grant Date. If an Exit Event has not occurred on or prior to such date, all options shall hence automatically lapse upon the expiration of such eight-year period.
The structure with the options becoming exercisable only upon the occurrence of an Exit Event can lead to the time period from Grant Date until exercise being shorter than three years. Nevertheless, the Nomination Committee considers that the exercise structure is appropriate since the program is designed to incentivize board members to contribute to the creation of longterm shareholder value. This structure aligns the interests of the participants with those of the shareholders and reflects that the program is a key component of the company's ability to attract, retain and motivate competent board members, especially from the United States.
The options are non-transferable and may not be pledged.
The options shall be governed by separate agreements with the participants. The CEO shall be responsible for the preparation and management of Board Program 2026 in accordance with the above-mentioned substantial terms and guidelines.
Proposal for resolution on directed issue of warrants and approval of transfer of warrants
In order to enable the company's delivery of shares under Board Program 2026, the Nomination Committee proposes that the annual general meeting resolves on a directed issue of warrants and approval of transfer of warrants. The Nomination Committee thus proposes that the annual general meeting resolves on a directed issue of warrants in accordance with the following terms and conditions:
A maximum of 7,080,702 warrants shall be issued.
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With deviation from the shareholders' preferential rights, the warrants may only be subscribed for by the company or a subsidiary in the Group. The reason for the deviation from the shareholders' preferential rights is that the warrants are issued as part of the implementation of Board Program 2026. In light of the statement under the Section Background above, the Nomination Committee considers that it is for the benefit of the company and its shareholders that board members are offered to participate in Board Program 2026.
Subscription shall be made no later than 31 August 2026.
Oversubscription cannot occur.
The warrants shall be issued without consideration. The reason hereof is that the warrants shall be issued as part of the implementation of Board Program 2026.
The warrants and the exercise of the subscription rights are subject to the enclosed terms and conditions for the warrants 2026/2035 II, Appendix A, (the "Warrant Terms and Conditions"). The Warrant Terms and Conditions states among others:
that each warrant entitles to subscription of one share in the company at a subscription price of SEK 0.03 (corresponding to the quota value of the share);
that subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 30 June 2035;
that the subscription price and the number of shares that each warrant entitles right to subscribe for are subject to customary recalculation in accordance with Clause 8 of the Warrant Terms and Conditions;
that the period when the subscription right may be utilized may be brought forward or postponed in accordance with Clause 8 of the Warrant Terms and Conditions; and
that the shares issued upon utilization of a warrant shall confer right to dividends in accordance with Clause 7 of the Warrant Terms and Conditions.
If all warrants are exercised for subscription of new shares, the share capital will increase by SEK 212,421.06.
The CEO shall be entitled to make such minor adjustments of the issue resolution that might be necessary in connection with registration with the Swedish Companies Registration Office.
Further, the Nomination Committee proposes that the annual general meeting shall resolve to approve that the company or another company in the Group may transfer warrants to the participants in Board Program 2026 (or to a financial intermediary assisting with the delivery of shares to the participants in Board Program 2026) without consideration in connection with the exercise of options in accordance with the terms and conditions under Section A above.
Costs, impact on key ratios, dilution and previous incentive programs etc.The Nomination Committee estimates that Board Program 2026 will incur costs for the company partly from an accounting perspective in accordance with IFRS 2 and partly in form of social security charges for participants living in Sweden. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow. For participants living in Sweden, social charges will be expensed in the income statement during the vesting period.
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The options do not have a market value since they are not transferable. However, the Nomination Committee has calculated a theoretical value of the options using the "Black Scholes" formula. Assuming that all options are allotted and assuming a share price at the time of allotment of the options of SEK 0.176, a strike price of SEK 0.176, a volatility of 50 per cent, a risk-free interest rate of 2.7 per cent and that 100 per cent of the options are vested, the value of an option has been calculated to SEK 0.10 and the total personnel cost for Board Program 2026 in accordance with IFRS 2 is estimated to be approximately SEK 0.7 million before tax during the period 2026-2027.
Upon exercise of options by participants living in Sweden, Board Program 2026 will also result in costs in the form of social security charges. Total costs for social security charges during the vesting period depend
on how many options that are exercised and on the value of the benefit that the participant will ultimately receive, i.e. on the value of the options upon exercise. Assuming an exercise price of SEK 0.176, that the share price will rise 100 per cent upon exercise compared to the exercise price, that 1,180,117 options are allotted to participants living in Sweden, and that 100 per cent of these options will be exercised, that the social security charges amount to 10.21 per cent, the costs for the social security charges amount to approximately SEK 60 thousand.
It shall be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the outcome.
As per the date of the notice to the annual general meeting, the number of shares in the company amounts to 672,666,892.
In case all warrants issued in relation to Board Program 2026 are exercised for subscription of new shares, a total of 7,080,702 new shares will be issued, which corresponds to a dilution of approximately 1.0 per cent of the company's shares after full dilution, calculated on the number of shares that will be added upon full exercise of all warrants issued in relation to the Board Program 2026. The dilution would only have a marginal impact on the company's key figure "Earnings per share" for the full year 2025.
In addition to Board Program 2026, the board of directors has proposed that the annual general meeting also resolves to adopt an option program for management and key persons in relation to which warrants resulting in the issuance of at the highest 28,322,818 shares will be issued ("ESOP 2026"). In case all warrants proposed to be issued in relation to both Board Program 2026 and ESOP 2026 are exercised for subscription of new shares, a total of 35,403,520 new shares will be issued, which corresponds to a dilution of approximately 5.0 per cent of the company's shares after full dilution, calculated on the number of shares that will be added upon full exercise of all warrants issued in relation to both Board Program 2026 and ESOP 2026.
The above calculations regarding dilution and impact on key figures are subject to recalculation in accordance with the customary recalculation terms included in the complete applicable terms and conditions.
Since previously, there are incentive programs outstanding in the company in the form of (i) warrant program for employees and consultants resolved at the annual general meeting on 7 April 2022, (ii) option program for employees and consultants resolved at the extraordinary general meeting on 21 November 2023, (iii) option program for board members resolved at the extraordinary general meeting on 21 November 2023, (iv) option program for management and key employees resolved at the annual general meeting on 14 May 2025 and, (v) option program for board members resolved at the annual general meeting on 14 May 2025. The maximum number of shares that can be issued in relation to the existing incentive programs amounts to 10,952,149. Further information regarding the existing incentive programs in the company can be found in note 10 in the 2025 annual report.
Preparation of the proposalThis proposal has been prepared by the Nomination Committee in consultation with external consultants. The chair of the board of directors, Peter Høngaard Andersen, has however not participated in the Nomination Committee's preparation of the proposal.
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Majority requirementsThe resolutions in accordance with Section A and B above shall be resolved upon as one resolution. The resolutions are subject to the provisions in Chapter 16 of the Swedish Companies Act. A valid resolution requires that the resolution is supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the annual general meeting.
Lund in April 2026 Immunovia AB (publ)
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The Nomination Committee
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
APPENDIX ATerms and conditions for warrants 2026/2035 II in Immunovia AB (publ)
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DEFINITIONS
In these terms and conditions:
"banking day" means a day that is not a Saturday, Sunday or another public holiday in Sweden, or which as regards the payment of promissory notes is not equated with a public holiday in Sweden.
"the Companies Act" means the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
"Euroclear" means Euroclear Sweden AB.
"the company" means Immunovia AB (publ), Reg. No. 556730-4299.
"market quotation" means, in relation to any shares, securities or other rights, that the relevant shares, securities or rights are listed on a stock exchange, authorised market place, regulated market, other multilateral trading facility (MTF) or a similar market place.
"securities account" means a securities account (Sw. värdepapperskonto ('avstämningskonto')) with Euroclear on which the respective warrant holders' holdings of warrants are registered or, as the case may be, shares in the company issued pursuant to subscription are to be registered.
"subscription" means subscription, upon exercise of warrants, for new shares in the company in exchange for cash payment in accordance with these terms and conditions.
"subscription period" means the period during which subscription can be made according to these terms and conditions.
"subscription price" means the price at which subscription can be effected according to these terms and conditions.
"warrant" means a right to subscribe for new shares in the company in exchange for cash payment in accordance with these terms and conditions.
"warrant certificate" means a written certificate issued to a certain person that the company has issued as bearer of the warrant.
"warrant holder" means the holder of a warrant certificate.
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NUMBER OF WARRANTS ETC.
The number of warrants shall not exceed 7,080,702.
The company will keep a warrant book for the warrants. A warrant holder can however always request that the company issues physical warrant certificates.
Issued warrant certificates may be submitted to the company for exchange and change to warrant certificates in other denominations.
The company undertakes to effectuate subscriptions in accordance with these terms and conditions.
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RIGHT TO SUBSCRIBE FOR NEW SHARES
Each warrant entitles to subscription of one share in the company at a subscription price of SEK
0.03 (corresponding to the share's quotient value).
The subscription price as well as the number of shares that each warrant confers right to subscribe for can be subject to adjustment in accordance with the provisions of Clause 8 below. If the application of these provisions should result in a subscription price lower than the quotient value at that time of the then outstanding shares, the subscription price shall instead equal the quotient value at that time of the then outstanding shares. Any part of the subscription price exceeding the share quotient value shall be added to the free share premium reserve.
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SUBSCRIPTION
Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 30 June 2035.
The subscription period can be brought forward or postponed in accordance with the provisions of Clause 8 below.
Subscription may only be made for the whole number of shares that the total number of warrants, which are exercised by the same warrant holder at one and the same time, confer right to subscribe for.
Subscription is made by submitting an application form (subscription list) in the form stipulated and provided by the company, duly completed and signed, together with warrant certificates representing the warrants that are used for subscription to the company at the address specified in the application form.
Should such application form (subscription list) not have been received by the company, together with above mentioned warrant certificates, within the subscription period, the warrants shall lapse.
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Subscription is binding and may not be revoked.
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PAYMENT
Payment for the number of shares for which the subscription relates shall be made simultaneously with the subscription. The payment shall be made in cash to the bank account specified in the application form (subscription list).
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EFFECTUATION OF SUBSCRIPTION
Subscription is effected following subscription and payment made in accordance with Clauses 4 and 5 above. Any fractions of warrants that may not be exercised for subscription pursuant to the third paragraph of Clause 4 above will then be disregarded from. Such fractions shall lapse upon subscription.
Subscription is effected through a resolution of the board of directors of the company to allot the new shares to the warrant holder, whereafter the new shares are recorded in the company's share ledger (which is kept by Euroclear) and on the warrant holder's securities account as interim shares. Following completion of registration with the Swedish Companies Registration Office (Sw. Bolagsverket), the recordings of the new shares in the share ledger and on the securities account become final.
As stated in Clause 8 below, subscription may in certain cases be effected only after a certain date, and with the application of a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for.
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DIVIDENDS ON NEW SHARES
A share issued pursuant to subscription confers right to dividends from the first record date for dividends that occurs following effectuation of the subscription to such extent that the share has been recorded as interim share in the company's share ledger.
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RECALCULATION OF SUBSCRIPTION PRICE AND NUMBER OF SHARES, ETC.
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Bonus issue
If the company effects a bonus issue, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the bonus issue at the latest shall be effected after the resolution on the issue of the shareholders' meeting.
Shares issued pursuant to subscription effected after the issue resolution do not confer right to participate in the bonus issue.
If the bonus issue is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected after the issue resolution. The recalculations shall be made by the company in accordance with the following formulas:
(recalculated subscription price) = (previous subscription price) x (the number of shares in the company prior to the bonus issue) / (the number of shares in the company after the bonus issue)
(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x (the number of shares in the company after the bonus issue) / (the number of shares in the company prior to the bonus issue)
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When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the issue resolution at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the record date of the bonus issue. Prior thereto, such shares are recorded only provisionally in the share ledger and on securities accounts and do not confer right to participate in the bonus issue.
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Consolidation or split-up
If the company effects a consolidation or split-up of its shares, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the consolidation or split-up at the latest shall be effected after the resolution on the consolidation or split-up of the shareholders' meeting.
Shares issued pursuant to subscription effected after the consolidation or split-up resolution are not affected by the consolidation or split-up.
If the consolidation or split-up is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected after the consolidation or split-up resolution. The recalculations shall be made by the company in accordance with the following formulas:
(recalculated subscription price) = (previous subscription price) x (the number of shares in the company prior to the consolidation or split-up) / (the number of shares in the company after the consolidation or split-up)
(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x (the number of shares in the company after the consolidation or split-up / (the number of shares in the company prior to the consolidation or split-up)
When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the consolidation or split-up resolution at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the consolidation or split-up having been registered with Euroclear. Prior thereto, such shares are recorded only provisionally in the share ledger and on securities accounts and are not affected by the consolidation or split-up.
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New issue of shares
If the company effects a new issue of shares with preferential rights for the shareholders to subscribe for the new shares against cash payment or payment by way of set-off, the following shall apply as regards effectuation of subscription and the right to participate in the issue conferred by shares issued pursuant to subscription:
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If the issue is resolved by the board of directors subject to the approval of the shareholders' meeting or pursuant to prior authorisation by the shareholders' meeting, then the latest date on which subscription shall have been effected in order for a share issued pursuant to subscription to confer right to participate in the issue shall be stated in the issue resolution. Such date may not fall earlier than on the tenth calendar day after public disclosure of the board of directors' issue resolution or, if the resolution is not made public, after notice of the board's issue resolution to the option holders. Subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the said date at the latest shall be effected after that date.
Shares issued pursuant to subscription effected after the above-mentioned date do not confer right to participate in the new issue.
If the issue is resolved by the shareholders' meeting, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription
can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the issue at the latest shall be effected after the resolution on the issue of the shareholders' meeting.
Shares issued pursuant to subscription effected after the issue resolution do not confer right to participate in the new issue.
If the new issue is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected at such date, that shares issued pursuant to such subscription do not confer right to participate in the new issue. The recalculations shall be made by the company in accordance with the following formulas:
(recalculated subscription price) = (previous subscription price) x (the average market price of the share during the subscription period fixed pursuant to the issue resolution ("the average share price")) / ((the average share price) + (the theoretical value of the subscription right ("the value of the subscription right")))
(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x ((the average price of the share) + (the value of the subscription right)) / (the average share price))
The average share price shall be deemed to equal the average of the mean of the highest and lowest prices paid for the share each trading day during the subscription period fixed pursuant to the issue resolution according to the exchange list on which the share is primarily quoted. In the absence of quoted price paid, the quoted bid price shall be included in the calculation instead. If neither paid price nor bid price is quoted on a given day, that day shall be excluded from the calculation.
The value of the subscription right shall be calculated in accordance with the following formula, provided that the value of the subscription right shall be deemed to be zero if the resulting value is negative:
(the value of the subscription right) = (the maximum number of new shares that can be issued according to the issue resolution) x ((the average share price) - (the subscription price for each new share)) / (the number of shares in the company prior to the new issue)
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When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the expiry of the subscription period fixed pursuant to the issue resolution at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the recalculations having been fixed. Prior thereto, subscription is effected only provisionally - with application of the subscription price and the number of shares that each warrant confers right to subscribe for applicable prior to the recalculations - and the shares are recorded only provisionally in the share ledger and on securities accounts, together with a note that the number of shares so provisionally registered may be increased upon final registration, and do not confer right to participate in the issue.
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Issue of warrants or convertibles
If the company effects an issue of warrants (share options) or convertibles with preferential rights for the shareholders to subscribe for such warrants or convertibles against cash payment or payment by way of set-off or, as regards warrants, without payment, the provisions of (a) and (b)
of the first paragraph of Clause 8.3 shall apply analogously as regards effectuation of subscription and the right to participate in the issue conferred by shares issued pursuant to subscription.
If the issue is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected at such date, that shares issued pursuant to such subscription do not confer right to participate in the issue. The recalculations shall be made by the company in accordance with the following formulas:
(recalculated subscription price) = (previous subscription price) x (the average market price of the share during the subscription period fixed pursuant to the issue resolution ("the average share price")) / ((the average share price) + (the theoretical value of the subscription right ("the value of the subscription right")))
(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x ((the average share price) + (the value of the subscription right)) / (the average share price)
The average share price shall be calculated with analogous application of the provisions of Clause
8.3 above.
The value of the subscription right shall be determined based upon the change in the market value of the company's shares which may be deemed to have occurred as a consequence of the issue.
When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the expiry of the subscription period fixed pursuant to the issue resolution at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the recalculations having been fixed. Prior thereto, subscription is effected only provisionally - with application of the subscription price and the number of shares that each warrant confers right to subscribe for applicable prior to the recalculations - and the shares are recorded only provisionally in the share ledger and on securities accounts, together with a note that the number of shares so provisionally registered may be increased upon final registration, and do not confer right to participate in the issue.
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Certain other offers to the shareholders
If the company in other cases than those contemplated by Clauses 8.1-8.4 above (i) effects an offer to the shareholders, with preferential rights for the shareholders according to the principles of Chap. 13 Sec. 1 paragraph 1 of the Companies Act, to purchase any securities or rights from the company, or (ii) distributes to the shareholders, pursuant to such preferential right, any such securities or rights, (in both cases "the offer"), the provisions of (a) and (b) of the first paragraph of Clause 8.3 shall apply analogously as regards effectuation of subscription and the right to participate in the offer conferred by shares issued pursuant to subscription.
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If the offer is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected at such date, that shares issued pursuant to such subscription do not confer right to participate in the offer. The recalculations shall be made by the company in accordance with the following formulas:
(recalculated subscription price) = (previous subscription price) x (the average market price of the share during the acceptance period of the offer or, in case of distribution, during the period of 25 trading days starting on the day on which the share is quoted without right to any part of the
distribution ("the average share price")) / ((the average share price) + (the theoretical value of the right to participate in the offer ("the value of the purchase right")))
(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x ((the average share price) + (the value of the purchase right)) / (the average share price)
The average share price shall be calculated with analogous application of the provisions of Clause
8.3 above.
If the shareholders receive purchase rights and these are subject to market quotation, the value of the purchase right shall be deemed to equal the average of the mean of the highest and lowest prices paid for the purchase right each trading day during the acceptance period of the offer according to the exchange list on which the purchase right is primarily quoted. In the absence of quoted price paid, the quoted bid price shall be included in the calculation instead. If neither paid price nor bid price is quoted on a given day, that day shall be excluded from the calculation.
If the shareholders do not receive any purchase rights, or if the purchase rights are not subject to market quotation, but the securities or rights being the subject of the offer either are already subject to market quotation or become subject to market quotation in connection with the offer, the value of the purchase right shall be deemed to equal (i) if the securities or rights are already subject to market quotation, the average of the mean of the highest and lowest prices paid for such security or right each trading day during the acceptance period of the offer or, in case of distribution, during the period of 25 trading days starting on the day on which the share is quoted without right to any part of the distribution according to the exchange list on which the security or right is primarily quoted, less any consideration payable for them in connection with the offer, or (ii) if the securities or rights become subject to market quotation in connection with the offer, the average of the mean of the highest and lowest prices paid for such security or right each trading day during the period of 25 trading days starting on the first day of such market quotation according to the exchange list on which the security or right is primarily quoted. In the absence of quoted price paid, the quoted bid price shall be included in the calculation instead. If neither paid price nor bid price is quoted on a given day, that day shall be excluded from the calculation. When the value of the purchase right shall be determined pursuant to (ii) of this paragraph, then in the recalculation of the subscription price and the number of shares that each warrant confers right to subscribe for in accordance with the above formulas the average share price shall relate to the 25-trading day period mentioned in (ii) of this paragraph instead of the period mentioned in the above formulas.
If the shareholders do not receive any purchase rights, or if the purchase rights are not subject to market quotation, and the securities or rights being the subject of the offer neither already are subject to market quotation nor become subject to market quotation in connection with the offer, the value of the purchase right shall to the extent possible be determined based upon the change in the market value of the company's shares which, according to an independent valuer retained by the company, may be deemed to have occurred as a consequence of the offer.
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When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the expiry of the period during which the average share price shall be calculated for the above recalculations at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the recalculations having been fixed. Prior thereto, subscription is effected only provisionally - with application of the subscription price and the number of shares that each warrant confers right to subscribe for applicable prior to the recalculations - and the shares are recorded only
provisionally in the share ledger and on securities accounts, together with a note that the number of shares so provisionally registered may be increased upon final registration, and do not confer right to participate in the offer.
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Dividends
If the company pays cash dividends to the shareholders, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the dividends at the latest shall be effected after the resolution on the dividends of the shareholders' meeting.
Shares issued pursuant to subscription effected after the dividend resolution do not confer right to receive any part of the dividend.
If the payment of the dividends is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected at such date, that shares issued pursuant to such subscription do not confer right to receive any part of the dividends. The recalculations shall be made by the company in accordance with the following formulas:
(recalculated subscription price) = (previous subscription price) x (the average market price of the share during the period of 25 trading days starting on the day on which the share is quoted without right to the dividend ("the average share price")) / ((the average share price) + (the dividend paid per share))
(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x ((the average share price) + (the dividend paid per share)) / (the average share price)
The average share price shall be calculated with analogous application of the provisions of Clause
8.3 above.
When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the expiry of the above-mentioned 25-trading day period at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the recalculations having been fixed. Prior thereto, subscription is effected only provisionally - with application of the subscription price and the number of shares that each warrant confers right to subscribe for applicable prior to the recalculations - and the shares are recorded only provisionally in the share ledger and on securities accounts, together with a note that the number of shares so provisionally registered may be increased upon final registration, and do not confer right to participate in the offer.
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Reduction of the share capital
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If the company effects a reduction of its share capital with repayment to the shareholders (with or without redemption of shares), and such reduction is compulsory, then subscription made at such date that it cannot be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger on the seventeenth calendar day prior to the shareholders' meeting to consider the reduction at the latest shall be effected only after the resolution on the reduction of the shareholders' meeting.
Shares issued pursuant to subscription effected after the reduction resolution do not confer right to receive any part of the repayment and are not affected by the redemption (if any).
If the reduction is completed, a recalculated subscription price and a recalculated number of shares that each warrant confers right to subscribe for shall apply to subscription effected after the reduction resolution. The recalculations shall be made by the company in accordance with the following formulas:
(recalculated subscription price) = (previous subscription price) x (the average market price of the share during the period of 25 trading days starting on the day on which the share is quoted without right to repayment ("the average share price")) / ((the average share price) + (the actual amount repaid per share))
(recalculated number of shares that each warrant confers right to subscribe for) = (the previous number of shares that each warrant confers right to subscribe for) x ((the average share price) + (the actual amount repaid per share)) / (the average share price)
If the reduction is carried out through redemption of shares, then instead of using the actual amount repaid per share in the above-mentioned recalculation of the subscription price and the number of shares each warrant confers right to subscribe for, a calculated amount repaid per share determined as follows shall be applied:
(calculated amount repaid per share) = ((the actual amount repaid per share) - (the average market price of the share during the period of 25 trading days immediately preceding the day on which the share is quoted without right to participate in the reduction ("the average share price"))) /((the number of shares in the company which entitle to the reduction of one share) -1)
The average share price shall be calculated with analogous application of the provisions of Clause
8.3 above.
When recalculation shall be made as above-mentioned, the recalculated subscription price and the recalculated number of shares that each warrant confers right to subscribe for shall be fixed by the company two banking days after the expiry of the latest 25-trading days period applicable for the above recalculations to occur at the latest, and final registration in the share ledger and on securities accounts of shares issued pursuant to subscription will be made after the recalculations having been fixed. Prior thereto, subscription is effected only provisionally - with application of the subscription price and the number of shares that each warrant confers right to subscribe for applicable prior to the recalculations - and the shares are recorded only provisionally in the share ledger and on securities accounts, together with a note that the number of shares so provisionally registered may be increased upon final registration, and do not confer right to receive any amount of the repayment nor affected by the redemption (if any).
If the company effects a reduction of its share capital with repayment to the shareholders through redemption of shares, and such reduction is not compulsory and where, in the opinion of the company, such reduction due to its technical structure and financial effects is equivalent to a compulsory reduction, the above provisions in this Clause 8.7 shall apply and a recalculation of the subscription price and the number of shares to which each warrant confers right to subscribe for shall be made, to the extent possible, in accordance with the principles set forth in this Clause 8.7.
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Recalculations if the company's shares are not subject to market quotation
If the company effects a measure contemplated by Clauses 8.3-8.5 or 8.7 above and none of the company's shares are subject to market quotation at the time of such measure, the said provisions shall apply, provided that the recalculation of the subscription price and number of shares that each warrant confers right to subscribe for shall be made at the company's sole discretion (i) either in accordance with an agreement made between the company and the
warrant holders or (ii) by the company, to the extent possible, in accordance with the principles set forth in such Clause 8.3-8.5 or 8.7 above as is applicable and based on the assumption that the value of the warrants shall be left unchanged.
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Alternative recalculation method
If the company effects any measure contemplated by Clauses 8.1 -8.5 or 8.7 above and if, in the company's opinion, application of the recalculation formulas established for such measure, taking into account the technical framework of such measure or other reasons, could not be made or would result in the warrant holders receiving, in relation to the shareholders, economic compensation that is not reasonable, the company shall make the recalculation of the subscription price and the number of shares to which each warrant confers right to subscribe for in such a manner as the company determines is appropriate to ensure that the recalculation gives a reasonable result.
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Rounding off
In the recalculation of the subscription price and the number of shares that each warrant confers right to subscribe for in accordance with this Clause 8, the subscription price shall be rounded off to the nearest whole öre (SEK 0.01) where any SEK 0.005 shall be rounded upwards, and the number of shares shall be rounded off to four decimals.
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Compulsory acquisition
If shares in the company become subject to compulsory acquisition proceedings, the right to subscribe and to have subscription effected is regulated by the provisions of Chap. 22 of the Companies Act.
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Merger
If (i) the shareholders' meeting resolves to approve a merger plan pursuant to which the company shall dissolve into another company or (ii) the board of directors of the company resolves that the company shall dissolve into its parent company, the warrant holders shall receive at least equivalent rights in the absorbing company as in the company (the absorbed company), provided the warrant holders are not entitled to have their warrants redeemed pursuant to the merger plan.
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De-merger
If the shareholders' meeting resolves to approve a de-merger plan pursuant to which the company shall be divided through transfer of certain or all of the company's assets and liabilities to one or several other companies, the warrant holders shall receive at least equivalent rights in the transferee company or companies, as the case may be, as in the company (the transferor company), provided the warrant holders are not entitled to have their warrants redeemed pursuant to the de-merger plan.
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Winding-up
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If it is resolved that the company shall be wound-up, no subscription may thereafter be made or effected. The right to subscribe and the obligation to effect subscription ceases with the winding-up resolution, regardless of the grounds for the resolution and whether the same shall have gained legal force.
If the winding-up is not carried through, subscription may again be made and effected in accordance with these terms and conditions.
No later than 30 calendar days prior to the shareholders' meeting to consider a voluntary winding-up pursuant to Chap. 25 Sec. 1 of the Companies Act, the warrant holders shall be notified of the
contemplated winding-up. The notice shall contain a reminder of that no subscription may be made or effected after that the shareholders' meeting having resolved that the company shall be wound-up and also a reminder of that the subscription period is brought forward in accordance with the first paragraph below.
Notwithstanding the provisions in Clause 4 above concerning subscription period, the warrant holders have the right to subscribe and to have subscriptions effected from the date of the abovementioned notice, provided that such subscription can be effected to such extent that shares issued pursuant to the subscription can be recorded as interim shares in the company's share ledger no later than the day before the shareholders' meeting to consider the winding-up.
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Bankruptcy
If a court of law declares the company bankrupt, no subscription may thereafter be made or effected. The right to subscribe and the obligation to effect subscription ceases with the bankruptcy order, regardless of the grounds for the order and whether the same shall have gained legal force.
If the bankruptcy order is revoked, subscription may again be made and effected in accordance with these terms and conditions.
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Bonus issue
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NOTICES
Notices concerning the warrants shall be sent by e-mail or regular mail to each warrant holder and any other rights holder registered under it's for the company's last known e-mail address and mailing address.
Warrant holders are required to register their name and valid e-mail address and mailing address to the company.
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VARIATION
The company shall be entitled to vary these terms and conditions to the extent required by legislation, decisions of courts of law or authorities, or if it otherwise, in the opinion of the company, is deemed necessary or expedient for practical reasons and provided that the rights of the warrant holders are in no way prejudiced.
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CONFIDENTIALITY
The company may not without necessary authorisation disclose information regarding the warrant holders to any third party.
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LIMITATION OF LIABILITY
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With respect to the actions incumbent on the company, the company shall not be held liable for damage arising as a result of Swedish or foreign legislation, any action of a Swedish or foreign authority, acts of war, strikes, blockades, boycotts, lockouts, or similar circumstances. The exemption in respect of strikes, blockades, boycotts and lockouts applies also in cases where the company, itself takes or is the subject of such measure or conflict.
Nor shall the company be liable for damage arising in other cases if the company, as appropriate, has exercised normal caution. In addition, under no circumstances shall the company or the bank be held liable for any indirect damage.
If the company is hindered from taking any measure due to a circumstance referred to in the first paragraph, the taking of such measure may be postponed until such hinder no longer exists.
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LANGUAGE
In the event of any discrepancy between the English and Swedish language versions of these terms and conditions, the Swedish language version shall prevail.
- DISPUTE RESOLUTION AND APPLICABLE LAW
Any dispute, controversy or claim arising out of or in connection with these terms and conditions, or any legal issues relating thereto, shall be settled by the ordinary courts of Sweden with the District Court of Lund (Sw. Lunds tingsrätt) as the court of first instance.
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These terms and conditions and thereto related legal issues shall be governed by and construed in accordance with Swedish law.