LTIP 2025
At an extraordinary general meeting held on 25 September 2025, it was resolved to issue warrants (Sw. teckningsoptioner) as part of two separate incentive plans; one for members of the group management team and other key individuals of the Group ("Warrant Plan 1"), and one for certain members of the board of directors ("Warrant Plan 2"). Warrant Plan 1 consist of warrants divided equally into three series: series 2025/2027 with a two-year term ("Series 2025/2027"), series 2025/2028 with a three-year term ("Series 2025/2028"), and series 2025/2029 with a four-year term ("Series 2025/2029"). Warrant Plan 2 consist of one series of warrants of series 2025/2028:2 with a three-year term ("Series 2025/2028:2"). In total, the incentive plans comprise 10,699,006 warrants, divided upon 9,926,087 warrants in Warrant Plan 1 and 772,919 warrants in Warrant Plan 2. The warrants were issued to the participants at market value. The increase in the company's share capital, assuming full exercise of warrants issued under the incentive plans, will amount to a maximum of SEK 1,555,635.4724. Due to the recalculation at net value and value cap as set out below, the dilutive effects of the warrants will not exceed 0.83% of the company’s share capital.
Each warrant may be exercised to subscribe for one (1) share in the company (subject to recalculation at net value as set out below) during the subscription periods being, for Series 2025/2027, Series 2025/2028 and Series 2025/2029, a two-week period commencing the day after publication of the company’s interim report for the third quarter of 2027, 2028 and 2029, respectively, and for Series 2025/2028:2, a two-week period commencing the day after publication of the company’s interim report for the third quarter of 2028.
The exercise price for warrants will correspond to SEK 84.70 for Series 2025/2027, SEK 93.17 for Series 2025/2028, SEK 102.49 for Series 2025/2029, and SEK 77.0 for Series 2025/2028:2. Furthermore, the maximum value of the warrants is limited since, if upon subscription of new shares by exercising the warrants, the average share price of the company's share, calculated in accordance with the complete terms and conditions for the warrants, exceeds SEK 128.0 for Series 2025/2027, SEK 156.0 for Series 2025/2028, SEK 176.0 for Series 2025/2029, or SEK 140.0 for Series 2025/2028:2, a recalculated lower number of shares to which each warrant entitles the holder to subscribe for, shall apply. The warrants are subject to re-calculation at net value, such that, upon exercise (subscription), the participants shall pay an amount corresponding to the quota value for each share and receive a number of shares in NOBA which corresponds to the economic value of the warrants at commencement of the subscription period.
The company's total costs for the incentive plans are, except for the costs to prepare and administrate the incentive plan, limited to the costs arising in Norway related to the taxable value as well as social security contributions in Norway. These costs are affected by the company's share price at the time of exercise of the warrants and could, for example, amount to approximately SEK 15.5 million if the company's share price would amount to 200.0% of the price per share in the company’s initial public offering, by the time of exercise.