Long term incentive programs

Performance-based share rights 2025-2028

The 2025 annual general meeting resolved to implement a long-term incentive program in the form of performance-based share rights directed to senior executives and employees within Isofol. The motives behind the incentive program are, among other things, to align employee interests with shareholders in creating long-term value, to contribute to higher motivation and commitment among the employees and strengthen the ties between the employees and the company.

Within the scope of the program, the board of directors has allocated rights to participants free of charge, entailing the right to, provided that certain targets are met, receive performance shares. The vesting of the rights takes place over a period of three years calculated from the date of allocation of the rights.

The total number of share rights amounts to 2,298,154 (after recalculation due to rights issue). Employees have subscribed to 1,750,975 of these share rights, while 547,180 are reserved by the company for hedging social security costs. The start of the program was set at August 15, 2025, with a vesting period of three years.

Incentive program directed at certain senior executives 2026 

The Annual General Meeting 2026 resolved to establish a long-term incentive program (Option Program 2026) directed at certain senior executives within Isofol, and a directed issue of warrants to the Company, as well as approval of the transfer of such warrants. 

The purpose of Option Program 2026 and the reasons for the deviation from the shareholders’ preferential rights are that the Board of Directors considers that a warrant-based incentive program, which allows the Chief Executive Officer and other members of senior management to participate in the Company’s value development, promotes commitment and accountability and increases motivation to work towards favourable financial development for the Company. Overall, it is the Board of Directors’ assessment that Option Program 2026 will benefit both senior executives and the Company’s shareholders through increased shareholder value. 

The Annual General Meeting resolved on a directed issue of a maximum of 1,800,000 warrants of series 2026/2029:1 (the “Warrants”), and the subsequent transfer of a maximum of 1,800,000 Warrants. The Warrants will be acquired at market value, and each Warrant entitles the holder to subscribe for one new share in Isofol during the period from 1 June 2029 up to and including 31 July 2029. 

Participants in the 2026 Share Option Program must notify the Company no later than 1 June 2026 of the number of warrants the participant wishes to acquire. 

Incentive program for members of the board of directors 2026-2029

The Annual General Meeting resolved to establish a long-term incentive program (Board LTIP 2026) directed at the members of the Board of Directors of Isofol, in accordance with the principal terms and guidelines set out below.  

The purpose of the incentive program is that, in a Company such as Isofol, the Board of Directors has a greater impact on the Company’s development than in a larger, more established company. The work of the Board is intensive and to a large extent closely integrated with management. The shareholders wish both management and the Board of Directors to be guided by the same objectives as the Company’s owners and seek to incentivise increased share ownership. Overall, it is the shareholders’ assessment that Board LTIP 2026 will benefit the Company’s shareholders through increased shareholder value. 

The Annual General Meeting resolved on a directed issue of a maximum of 1,000,000 warrants of series 2026/2029:2 (the “Warrants”) to participants. The Warrants will be acquired at market value, and each Warrant entitles the holder to subscribe for one new share in Isofol during the period from 1 June 2029 up to and including 31 July 2029.  

Board LTIP 2026 will comprise a total of five board members, Jan-Eric Österlund (chairman), Alain Herrera, Helena Taflin, Lars Lind, and Sten Nilsson. All five participating board members are independent in relation to the Company and the shareholders. Christian Haglund, who has been elected as a new board member of Isofol, will not be included in the program.