CORPORATE GOVERNANCEINCENTIVE PROGRAM

Proposal for implementation of warrant program 2021/2024

The Board proposes that the annual shareholders´ meeting on 19 May 2021 resolves to implement a warrant program for employees and consultants in the Company.

The warrant program should comprise of 300,000 warrants which, if all warrants are utilized for subscription of new shares, corresponds to a dilution of approximately 0,8 per cent of the Company´s share capital and votes after full dilution. Each warrant entitles to subscription of one new share and shall correspond to 200 per cent of the volume weighted average price for the Polygiene share according to Nasdaq First North Growth Market’s official price list during the period from and including 20 May 2021 to and including 28 May 2021.

These warrants may be excercised during the period from 1 to 30 June 2024 and the warrant’s fair market value shall be established by ÖhrlingsPricewaterhouseCoopers AB in connection with the expiration of the measurement period on 28 May 2021.

There are currently incentive programs in the form of three warrants programs outstanding:

Warrant programs 2018/2021, 2019/2022 and 2020/2023

There are three corresponding warrant programs for 2018/2021, 2019/2022 and 2020/2023 for employees and consultants in the Company.

The warrant program 2020/2023 comprises 300,000 warrants and each warrant entitles to subscription of one share in the Company. The warrants may be excercised during the period from 1 to 30 June 2023 for an excercise price of SEK 22.36 per share.

The warrant program 2019/2022 comprises 300,000 warrants and each warrant entitles to subscription of one share in the Company. The warrants may be excercised during the period from 1 to 30 June 2022 for an excercise price of SEK 12.90 per share.

The warrant program 2018/2021 comprises 228,000 warrants and each warrant entitles to subscription of one share in the Company. The warrants may be excercised during the period from 1 to 30 June 2021 for an excercise price of SEK 16.50 per share.

The number of shares in the Company amounts to 35,336,585 and if all proposed and existing warrant programs are exercised in full, in the aggregate 1,128,000 shares will be issued, which corresponds to a dilution of approximately 3.1 percent of Polygiene´s share capital and votes after full dilution.

The Company has no other costs for the warrant programs than administrative costs regarding advisors etc. in connection with the preparation of the documentation and the resolution to issue the warrants.