Share-related Incentive Plans

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 consists 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 consists 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 between 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 recalculation 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 implemented in 2025 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.

LTIP 2026

The annual general meeting held on 21 May 2026, it was resolved to issue warrants (Sw. teckningsoptioner) as part of a long-term incentive program for up to 22 key individuals of the Group who were not employed at the time of the implementation of LTIP 2025 or who, for other reasons, did not have the opportunity to participate in LTIP 2025 ("LTIP 2026"). LTIP 2026 comprises 1,300,000 warrants ("Series 2026/2029"). The warrants were issued free of charge to a wholly owned subsidiary of NOBA and will be transferred to the participants at market value. Based on a preliminary valuation, the market value of the warrants is SEK 9.20 per warrant. The preliminary valuation is based on a market value of the underlying share of SEK 86.60 and an assumed subscription price of SEK 103.14. The increase in the company's share capital, assuming full exercise of warrants issued under LTIP 2026, will amount to SEK 189,020. The maximum dilution resulting from LTIP 2026 may amount to approximately 0.26% of the company’s total number of shares and votes. Due to the recalculation at net value and value cap as set out below, the dilutive effects of the warrants will not exceed 0.11% of the company’s total number of shares and votes.

Each warrant may be exercised to subscribe for one (1) share in NOBA (subject to recalculation at net value as set out below) during a two-week period commencing on the day after publication of the company’s interim report for the period 1 January – 31 March 2029, but not earlier than 2 April 2029 and not later than 11 June 2029.

The exercise price for the warrants will correspond to 119.1 % of the average volume-weighted price paid for NOBA's share on Nasdaq Stockholm during a period of three trading days commencing on the trading day following the day on which NOBA's board of directors first makes an offer to the participants to acquire warrants. If NOBA is in possession of inside information during that period, the board of directors shall be entitled to determine a later period to form the basis for the subscription price. 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 NOBA's share, calculated in accordance with the complete terms and conditions for the warrants, exceeds SEK 176.0, a recalculated lower number of shares to which each warrant entitles the holder to subscribe for shall apply. The warrants are subject to recalculation 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 LTIP 2026 are, except for the costs to prepare and administer the incentive plan, limited to certain limited costs arising in Norway related to the taxable value as well as social security contributions in Norway.

letter nletter oletter bletter a