Lindab International : Complete terms and conditions for call options 2022-2025

TERMS AND CONDITIONS FOR CALL OPTIONS 2022/2025 REGARDING ACQUISITION

OF SHARES IN LINDAB INTERNATIONAL AB

1. Definitions

In these terms and conditions, the following terms shall be defined as stated below.

"Average Share Price"	average volume-weighted price paid for the Company's share on
Nasdaq Stockholm, rounded off to the nearest full ten (10) öre
whereby five (5) öre shall be rounded up, during a specified period. If
a listed price paid is not available, the bid price listed as the closing
price shall instead be included in the calculation. A day without a
listing of a price paid or bid price shall not be included in the
calculation.
"Bank"	the bank or account-operator designated by the Company at any given
time to handle certain undertakings according to these terms and
conditions.
"Banking Day"	day that is not a Saturday, Sunday or other public holiday in Sweden,
Christmas Eve, New Year's Eve or Midsummer's Eve.
"Call Option"	a right to acquire one (1) share in the Company for consideration in
cash pursuant to these terms and conditions.
"Company"	Lindab International AB, reg. no. 556606-5446 (also the issuer).
"Euroclear"	Euroclear Sweden AB, reg. no. 556112-8074.
"Holder"	a holder of a Call Option.

2. Account-operator, registration, etc.

The number of Call Options amounts to up to 275,000.

The Call Options shall be registered by Euroclear in a CSD register pursuant to the Central Securities Depository and Financial Instruments Accounts Act (1998:1479), as a result of which no physical securities will be issued.

The Call Options will be registered on behalf of the Holder in a securities (VP) account. Registration with respect to the Call Options as a result of the measures pursuant to sections 4, 5 and 7 below shall be carried out by the Bank. Other registration measures regarding the securities account may be carried out by the Bank or another account-operator.

3. Right to acquire shares

The Holder will be entitled, but not obligated, to acquire one (1) share in the Company for each Call Option at an exercise price corresponding to 119 per cent of the Average Share Price during the period 13 May - 27 May 2022. Adjustment of the exercise price and the number of shares to which each Call Option entitles to acquisition of may take place in the events set forth in section 7 below. Acquisition may be made only inrespect of the full number of shares that the Holder wishes to acquire at that time. In connection with such acquisition, any excess fraction of a Call Option that cannot be exercised shall be disregarded.

4. Acquisition of shares

If the Holder wishes to exercise Call Options, application for acquisition shall be made from and including the day after the Company publishes its interim report for the period 1 January-30 June 2025, at 11 August 2025 the earliest and until and including 31 August 2025. Application for acquisition may also be made on the later or earlier last day for application for acquisition that may be established according to section 7 Items C, D, E, L and M below. Such application for acquisition shall be made to the Bank by submitting the application form for registration measures that will be distributed to the Holders. As soon as possible after receipt, the Bank will draw up a transaction note between the Company and the Holder regarding acquisition of the shares covered by the application.

Application for acquisition is binding and may not be revoked.

If an application for acquisition is not submitted within the period stated in the first paragraph, all rights pursuant to the Call Options lapse.

5. Payment for acquired shares

Payment for the acquired shares is to be made no later than the payment date stated in the transaction note, however no later than ten (10) Banking Days from the application to exercise the Call Options. Payment is to be made in cash to an account designated by the Bank. After payment has been made, the Bank shall ensure that the Holder is registered on the designated securities account as the owner of the shares resulting from the exercised Call Options. The Holder shall pay the taxes and/or charges that may become payable as a result of the transfer, holding or exercise of the Call Options according to Swedish or foreign legislation or decisions by Swedish or foreign authorities.

6. Status of the Holder

Call Options do not represent any shareholders' rights in the Company for the Holder, such as voting or dividend rights.

The Holder is entitled to receive dividends on the shares that the Holder acquires pursuant to these terms and conditions the first time on the record day that occurs immediately after payment has been made.

7. Adjustment, etc.

The following shall apply regarding the rights accruing to Holders in the situations stated in this section.

(A)If the Company conducts a bonus issue shall, with effect from the date on which the share is listed ex right to participation in the bonus issue, an adjusted number of shares to which each Call Option entitles to acquisition of and an adjusted exercise price apply.

The adjustments are conducted by a reputable independent valuation institute in accordance with the following formulas:

adjusted number of shares for which each Call Option entitles to acquisition of

=adjusted exercise price

=preceding number of shares for which each Call Option entitles to acquisition of x number of shares after the bonus issue number of shares before the bonus issue preceding exercise price x number of shares before the bonus issue number of shares after the bonus issue

• (B) If the Company conducts a reversed share split or a share split, a corresponding adjustment of the number of shares to which the Call Option entitles to acquisition of and the exercise price shall be conducted by a reputable independent valuation institute on the same basis as in the adjustment resulting from a bonus issue as stated in Item A above.

• (C) If the Company conducts a new share issue - with preferential rights for shareholders to subscribe for new shares in return for cash payment - adjustment shall be made of the number of shares to which each Call Option entitles to acquisition of as well as an adjusted exercise price.

  Adjustments are conducted by a reputable independent valuation institute in accordance with the following formulas:

preceding number of shares to which eachadjusted number of shares for which each Call Option entitles to acquisition of

=

Call Option entitles to acquisition of x (Average Share Price during the subscription period plus the theoretical value of the subscription right calculated on the basis thereof)

Average Share Price during the subscription period

adjusted exercise price

=

preceding exercise price x Average Share Price during the subscription period set forth in the resolution regarding the issue Average Share Price during the subscription period plus the theoretical value of the subscription right calculated on the basis thereof

The theoretical value of the subscription right shall be adjusted according to the following formula:

maximum number of new shares that may be

value of the subscription	issued according to the resolution x (Average
right	=
Share Price during the subscription period -
issue price for the new share)
number of shares before the resolution

If a negative value arises in this case, the theoretical value of the subscription right is to be set at zero.

The number of shares and exercise price adjusted as above are set by a reputable independent valuation institute five (5) Banking Days following the expiry of the subscription period and shall be applied to acquisitions implemented following such determination.

During the period from the date on which the share is listed ex right to participation in the share issue until the date on which the adjustments are determined, acquisition of shares may not take place. If the final date for application for acquisition is during the subscription period, the expiration date is postponed to the second trading day after the expiry of the subscription period.

• (D) If the Company conducts an issue pursuant to Chapter 14 or 15 of the Swedish Companies Act - with preferential rights for shareholders and in return for cash payment or by set-off - an adjustment shall be made of the number of shares for which each Call Option entitles to acquisition of and of the exercise price.

  The adjustments are conducted by a reputable independent valuation institute in accordance with the following formulas:

  preceding number of shares for which eachadjusted number of shares for which each Call Option entitles to acquisition of

  =

  Call Option entitles to acquisition of x (Average Share Price during the subscription period plus value of the subscription right) Average Share Price during the subscription period

  adjusted exercise price

  =

  preceding exercise price x Average Share Price during the subscription period Average Share Price during the subscription period plus value of the subscription right

  The value of the subscription right shall be deemed to be equal to the average of the for each trading day during the subscription period calculated average volume-weighted average price paid on Nasdaq Stockholm. In the absence of a quoted paid price, the last quoted bid price shall be included as the closing price in the calculation. Days with no quotation of a price paid or bid price shall not be included in the calculation.

  The adjusted number of shares and adjusted exercise price shown above are determined by a reputable independent valuation institute within five (5) Banking Days after the expiry of the subscription period and shall be applied to acquisitions subsequently completed.

  For acquisition applications made during the period up until the adjustments are completed, the provisions of Item C, final paragraph, shall apply correspondingly.

• (E) If the Company would, other than according to Items A-C above, make an offering to shareholders to, using the preferential rights pursuant to the principles in Chapter 13 § 1 of the Swedish Companies Act, acquire securities or rights of any type from the Company or decide that, pursuant to aforementioned principles, distribute such securities or rights to shareholders free of charge, an

adjusted number of shares to which each Call Option entitles to acquisition of and an adjusted exercise price shall be used.

The adjustment is conducted by a reputable independent valuation institute in accordance with the following formulas:

preceding exercise price x Average Shareadjusted exercise price

=

Price during the application period

Average Share Price during the application period plus the value of the right to participate in the offering

adjusted number of shares for which each Call Option entitles to acquisition of

=

preceding number of shares which each Call Option entitles to acquisition of x (Average Share Price during the application period plus the value of the purchase right)

Average Share Price during the application period

Where the shareholders have received purchase rights and trading in these has taken place, the value of the right of participation in the offering shall be deemed to correspond to the value of the purchase right. The value of the subscription right shall be deemed to be equal to the average of the for each trading day during the subscription period calculated volume-weighted average price paid on Nasdaq Stockholm. In the absence of a quoted paid price, the last quoted bid price shall be included as the closing price in the calculation. Days with no quotation of a price paid or bid price shall not be included in the calculation.

Where the shareholders have not received purchase rights or in which such trading in purchase rights referred to in the preceding paragraph has not taken place, adjustment of the exercise price shall be done applying as far as possible the principles noted above in Item E, whereby the following shall apply. If a listing is implemented of the securities or rights offered to shareholders, the value of the right of participation in the offering shall be deemed to correspond to the average of the for each trading day during the subscription period calculated volume-weighted average price paid on Nasdaq Stockholm for each day during ten (10) trading days from the first day of listing, in appropriate cases less the price paid for these in connection with the offering. In the absence of a quoted paid price, the last quoted bid price shall be included as the closing price in the calculation. If neither a price paid nor a bid price is listed on a certain day or days, such days shall be disregarded in computing the value of the right of participation in the offering. The determined application period in the offering shall, in conjunction with the adjustment of the exercise price pursuant to this paragraph, be deemed to correspond to the period of ten (10) trading days as noted above in this paragraph. If such listing does not take place, the value of the right of participation in the offering shall, as far as possible, be set on the basis of the change in market value for the Company's shares that can be deemed to have arisen as a result of the offering.

The number of shares and exercise price shall be adjusted by a reputable independent valuation institute as soon as possible after the expiration of the offer period and shall be applied in connection with acquisitions completed after such determination has been made.