Incentive Programmes

There are 391,000 warrants held by warrant holders under four different programs: warrants series 2017/2021, series 2018/2022, series 2019/2022 and series 2019/2023. If all warrants held by warrant holders are exercised the maximum dilution amounts to approximately 5.0 percent. The warrants currently not held by warrant holders are held by the Company’s subsidiaries, Readly AB and Readly Financial Instruments AB.

At the extra general meeting on 4 September 2020 it was resolved to conduct a share split (1:5) leading to a recalculation of the subscription price for the warrants, meaning that each warrant will entitle the warrant holder to subscribe for five shares at a price corresponding to one fifth of the original subscription price.

Series 2017/2021

The Board of Directors resolved on 19 October 2017 to issue a maximum of 36,000 warrants. The warrants were subscribed by the wholly owned subsidiary Readly Financial Instruments AB, with the right and obligation for the subsidiary to offer the warrants to key employees and consultants in the Group. Each warrant entitles the warrant holders to subscribe for a new common share at a subscription price of SEK 155. No purchase price was paid per warrant. The warrant holders have the right to subscribe for new common shares from a date decided by individual warrant agreements up to and including 30 June 2021. The warrants were registered with the Swedish Companies Registration Office on 21 November 2017. 350 warrants of series 2017/2021 have been exercised to subscribe for an equal number of common shares.

Series 2018/2022

The extra general meeting on 19 December 2018 resolved to issue a maximum of 198,000 warrants, where 55,166 warrants of series A and 142,834 of series B. The warrants were subscribed by the wholly owned subsidiary Readly Financial Instruments AB, with the right and obligation for the subsidiary to offer the warrants to senior executives, key employees, consultants and directors in the Group to acquire the warrants. A total of 93,167 warrants were acquired by senior executives, key employees, consultants and directors. A total of 12,917 was of series A that was acquired by directors and 80,250 warrants was of series B acquired by senior executives, key employees, consultants. Warrants of series A entitle the warrant holders to subscribe for new common shares from a date decided by individual warrant agreements up to and including 30 December 2022 at a subscription price of SEK 164. No purchase price was paid for the warrants of series A. Warrants of series B entitle the warrant holders to subscribe for new common shares from a date decided by individual warrant agreements up to and including 30 December 2021 at a subscription price of SEK 275. The purchase price per warrant of series B was SEK 5.53. The annual general meeting on 18 June 2019 resolved to de-register the remaining unallocated 124,333 warrants, held by the subsidiary Readly Financial Instruments AB, with the Swedish Companies Registration Office. The de-registration was registered with the Swedish Companies Registration Office on 5 July 2019.

Series 2019/2022

The extra general meeting on 2 May 2019 resolved to issue a maximum of 150,000 warrants to the Company's CEO Maria Hedengren. Each warrant entitles the warrant holder to subscribe for one new common share in the Company. Each warrant of series 2019/2022 entitles the warrant holders to subscribe for new common shares, at a subscription price of SEK 275, from a date decided by individual warrant agreements up to and including 30 December 2022. The purchase price per warrant was SEK 5.53. The warrants were registered with the Swedish Companies Registration Office on 25 June 2019.

Series 2019/2023

The annual general meeting on 18 June 2019 resolved to issue 45,000 warrants that were acquired by Alexandra Whelan, member of the Board of Directors. entitle the warrant holders to subscribe for one new common share, at a subscription price of SEK 164 from date decided by an individual warrant agreement up to and including 30 April 2023. No purchase price was paid for the warrants. The warrants were registered with the Swedish Companies Registration Office on 5 July 2019.

Series 2019/2023:1

The annual general meeting on 18 June 2019 resolved to issue 45,000 warrants that were acquired by Alexandra Whelan, member of the Board of Directors. entitle the warrant holders to subscribe for one new common share, at a subscription price of SEK 164 from date decided by an individual warrant agreement up to and including 30 April 2023. No purchase price was paid for the warrants. The warrants were registered with the Swedish Companies Registration Office on 5 July 2019.

Series 2019/2023:2

The annual general meeting on 18 June 2019 resolved to issue a maximum of 124,333 warrants to the wholly owned subsidiary Readly Financial Instruments AB, with the purpose to implement a warrant-based incentive program for key employees in the Group. The warrants were split into two series, series 2019/2023A2 and series 2019/2023B2. The warrants were registered with the Swedish Companies Registration Office on 5 July 2019.

A total of 55,000 warrants, of the maximum of 124,333 issued warrants, were issued as series 2019/2023A2 with the right to subscribe for new common shares at a subscription price of SEK 164 and all warrants have been acquired by key employees. No purchase price was paid for the warrants of series A. The warrant holders have the right to subscribe for new common shares from a date decided by individual warrant agreements up to and including 30 December 2023.

Out of the maximum of 124,333 issued warrants, a total of 69,333 warrants were issued as series 2019/2023B2 at a subscription price of SEK 275 and all warrants have been acquired by key employees. The warrants entitle the warrant holders to subscribe for new common shares from a date decided by individual warrant agreements up to and including 30 December 2022. The purchase price per warrant was SEK 6.04.

Series 2019/2023:2

The annual general meeting on 18 June 2019 resolved to issue a maximum of 124,333 warrants to the wholly owned subsidiary Readly Financial Instruments AB, with the purpose to implement a warrant-based incentive program for key employees in the Group. The warrants were split into two series, series 2019/2023A2 and series 2019/2023B2. The warrants were registered with the Swedish Companies Registration Office on 5 July 2019.

A total of 55,000 warrants, of the maximum of 124,333 issued warrants, were issued as series 2019/2023A2 with the right to subscribe for new common shares at a subscription price of SEK 164 and all warrants have been acquired by key employees. No purchase price was paid for the warrants of series A. The warrant holders have the right to subscribe for new common shares from a date decided by individual warrant agreements up to and including 30 December 2023.

Out of the maximum of 124,333 issued warrants, a total of 69,333 warrants were issued as series 2019/2023B2 at a subscription price of SEK 275 and all warrants have been acquired by key employees. The warrants entitle the warrant holders to subscribe for new common shares from a date decided by individual warrant agreements up to and including 30 December 2022. The purchase price per warrant was SEK 6.04.

Series 2020/2023

There are 124,333 warrants held by warrant holders under series 2020/2023. After recalculations due to a share split in September 2020, each such warrant entitles the holder to subscribe for five new shares in the Company. The subscription price for 55,000 of these warrants is SEK 32.80 and these warrants may be exercised up to and including 30 December 2023. The subscription price for 69,333 of these warrants is SEK 55 and these warrants may be exercised from up to and including 30 December 2023.

Series 2021/2024

In case all warrants issued under Incentive Program 2021/2024 are exercised for subscription of new shares, the number of shares and votes in the Company will increase with 387,300 (with reservation for any re-calculation in accordance with the warrant terms and conditions), which corresponds to a dilution of approximately 1 percent of the Company's share capital and votes. In case all warrants issued under the Employee Stock Option Program 2021/2024 (including those for hedge of ancillary costs in the form of social security contributions) are exercised for 20 subscription of new shares, the number of shares and votes in the Company will increase with 232,700 (with reservation for any recalculation in accordance with the warrant terms and conditions), which corresponds to a dilution of approximately 0,60 percent of the Company's share capital and votes. If all warrants are issued under Incentive Program 2021/2024 and Employee Stock Option Program 2021/2024 and all outstanding warrants issued under series 2017/2021, series 2018/2022, series 2019/2022, series 2019/2023:1 and series 2019/2023:2 are exercised in full the number of ordinary shares and votes in the Company will increase with 2,575,000 (with reservation for any recalculation in accordance with the respective program's terms and conditions), which corresponds to a total dilution of approximately 6.47 percent of the number of shares and votes in the Company. The dilution effect has been calculated as the number of additional shares and votes in relation to the number of existing shares and votes plus the number of additional shares and votes. For information, there are an additional 350,184 outstanding warrants in the Company. They are held by a lender and subscribers of units issued during June/July 2020 and have no connection to incentive programs for employees. As the warrants are not connected to incentive programs for employees they have not been included in the calculations above.