Share-related incentive programs

At the Resurs’s Extraordinary General Meeting on 17 April 2016, it was resolved to issue warrants as part of incentive program for management and key employees (the “Participants”). In total the incentive program currently comprise 49 individuals and not more than 8,000,000 warrants. The number of warrants that each member of the group management acquires is presented in section “Board of Directors, group management and auditor – Group management” in prospectus.

Warrants are issued to and subscribed by Resurs’s subsidiary Resurs Bank AB, and the Participants acquire warrants from this subsidiary at a market value corresponding to in total not more than SEK 29 million. The maximum number of warrants that may be acquired by the Participants corresponds to approximately 3.8 percent of Resurs’s share capital following the Offering and following exercise of the warrants. Approximately 850,000 warrants will be held by Resurs Bank for distribution to any additional members of the group management or key employees. The warrants have been issued in two separate series. Each Participant acquires a (in some cases a maximum) number of warrants of both series. The maximum number of warrants that may be acquired by each Participant depends on the Participant’s position within the Group, and the number of Shares in Resurs held by the Participant at the time of the commencement of the program.

Series 2016/2019 comprises up to 4,000,000 warrants that may be exercised during three subscription periods; the first: during the two week period after the later of a) the day of the announcement of the Company’s interim report for the first quarter of 2019 and (b) the second day after the Company’s Annual General Meet- ing 2019; the second: during the two week period after the day of the announcement of the Company’s interim report for the second quarter of 2019; and the third: as from the day after the announcement of the Company’s interim report for the third quarter of 2019 up to and including 29 November 2019. Notwithstanding the above, subscription may be made from 25 November 2019 up to and including 29 November 2019.

Series 2016/2020 comprises up to 4,000,000 warrants that may be exercised during three subscription periods, the first: during the two week period after the later of a) the day of the announcement of the Company’s interim report for the first quarter of 2020 and (b) the second day after the Company’s Annual General Meeting 2020; the second: during the two week period after the day of the announcement of the Company’s interim report for the second quarter of 2020, and the third: as from the day after the announcement of the Company’s interim report for the third quarter of 2020 up to and including 27 November 2020. Notwithstanding the above, subscription may be made from 23 November 2020 up to and including 27 November 2020.

The exercise price for Series 2016/2019 corresponds to 131.9 percent of the offering price, but may not be lower than the quotient value of the share. Furthermore, if at the time of subscription, the last paid price for the Company’s Shares on the closing of the stock exchange on the trading day preceding the subscription of new Shares exceeds 146.1 percent of the deter- mined exercise price, the exercise price shall be increased with an amount corresponding to an amount of the said price which exceeds 146.1 percent of the exercise price.

The exercise price for Series 2016/2020 corresponds to 142.5 percent of the offering price, but may not be lower than the quotient value of the share. Further- more, if at the time of subscription, the last paid price for the Company’s Shares on the closing of the stock exchange on the trading day preceding the subscription of new Shares exceeds 162.4 percent of the deter- mined exercise price, the exercise price shall be increased with an amount corresponding to an amount of the said price which exceeds 162.4 percent of the exercise price.