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Incentive program

The Nordic Paper annual general meeting 2022 resolved to issue not more than 600,000 warrants within the scope of a long term incentive programme for senior executives within Nordic Paper.

The rationale for the incentive programme is to create opportunities to motivate and retain senior executives within Nordic Paper. The incentive programme has been established as it is deemed desirable for senior executives within Nordic Paper to also be shareholders of the company.

The resolved incentive program is a three-year programme. In total, the incentive programme encompasses not more than 9 individuals. The incentive programme entails that senior executives within Nordic Paper are offered warrants at market value calculated according to the Black-Scholes valuation formulae. The participant must have entered into pre-emption agreement with a company within the Nordic Paper group to be entitled to participate in the incentive programme.

Each warrant shall entitle the holder to subscribe for one new share in the company at an exercise price equal to120 percent of the volume-weighted average price of the company’s share during the period of ten trading days falling immediately before the offer for subscription of the warrants (the “VWAP”), in any case not less than the quota value of the share. The exercise price thus calculated shall be rounded off to the nearest whole SEK 0.10, whereupon SEK 0.05 shall be rounded downwards. In accordance with customary conditions, the number of shares that each warrant entitles to will be recalculated should the company resolve on a share split, consolidation of shares, issue, etc.

If the volume-weighted average price of the company’s share during the period of ten trading days falling immediately before each exercise period (as described below) exceeds 170 percent of VWAP, the exercise price shall be increased with an amount corresponding to the part of such average price exceeding 170 percent of VWAP. Thereby, the participant’s maximum outcome in the programme is capped.

Each warrant shall entitle the holder to subscribe for one new share in Nordic Paper Holding AB (publ) during either (i) the two-week period following publication of the third interim report of 2025 or (ii) the two-week period following the fourth interim report of 2025 (entailing a vesting period of at least three years).

The price per warrant upon transfer to the participants shall be established by an independent appraiser or auditor firm retained by the company and correspond to the market value of the warrant calculated in accordance with the Black-Scholes valuation model.

Based on the number of shares in Nordic Paper of the date of the notice to the annual general meeting, the dilution effect of the warrant program will amount to approximately 0.89 percent. The company does not have previous outstanding incentive programmes.