Share-Based Payments | Note 10 Share-Based Payments Warrants The Group has two warrants programs, whereby personnel and certain other employees have purchased warrants at fair value with rights to acquire shares in the Parent Company. When warrant is exercised, the holder pays a subscription price and then receives one common share in the Parent Company. For the programs initiated in 2018 and 2019, the warrants can be exercised between January 1, 2022 and March 31, 2022 and between October 1, 2022 and December 31, 2022, respectively. If the warrant holder leaves the Group prior to exercise, the Group has the option to repurchase a certain number of warrants, depending on the time of leaving, at the lesser of fair value or the purchase price. The warrants have been valued according to the Black & Scholes model, which means the value of the warrant depends on factors including the value of the underlying share, which in this case is the common share. For the programs initiated in 2018 and 2019, the observation period was short for the underlying share and the volatility was then based on the observation period with a discount as it normally decreases as the share’s history becomes longer. The risk-free interest rate is at the same level as Swedish government bonds with a corresponding term. Dividends are assumed to amount to zero during the period until the date of expiration. Warrants Program 2018/2022 In 2018, a total of 856,586 warrants were issued to employees and key consultants in the Group. The warrants in the warrants program 2018/2022 can be exercised between January 1, 2022 and March 31, 2022, where each warrant gives the participant the right to subscribe for a new share in the company at a subscription price of SEK 74.30 per share. Warrants Program 2019/2022 In 2019, a total of 422,500 warrants were issued to employees and key consultants in the Group. The warrants in the warrants program 2019/2022 can be exercised between October 1, 2022 and December 31, 2022, where each warrant gives the participant the right to subscribe for a new share in the company at a subscription price of SEK 74.50 per share. Accumulated No. Weighted-Average Allotted Warrants of Outstanding Exercise Price, SEK As of December 31, 2019 2,575,586 58 Exercised during the period (1,296,500) 42 As of December 31, 2020 1,279,086 74 Exercised during the period — — As of December 31, 2021 1,279,086 74 The allocated weighted-average exercise price for warrants that are outstanding amounts to SEK 74, 74 and SEK 58 as of December 31, 2021, 2020 and 2019, respectively. During 2020, 5,186 warrants were exercised under the Warrant Program 2017/2020, where one warrant entitles to the subscription of 250 shares. The registration of the issue of shares amounted to 1,296,500 common shares. Warrants Outstanding as of Inputs used for the Black & Scholes valuation December 31, December 31, December 31, Exercise Price, Price per Value per Share Expiration Outstanding Warrants per Year 2019 2020 2021 SEK Warrant in SEK in SEK Risk-Free Rate Volatility Date Warrant program 2017/2020 1,296,500 — — 42.36 0.28 21.18 (0.42) % 27 % 2020-06-30 Warrant program 2018/2022 856,586 856,586 856,586 74.30 3.29 46.50 (0.28) % 33 % 2022-03-31 Warrant program 2019/2022 422,500 422,500 422,500 74.50 6.69 * 54.39 * (0.55) %* 36 %* 2022-12-31 Total 2,575,586 1,279,086 1,279,086 * Average value Changes and holdings of warrants for the Board, CEO, other executive management and other employees and consultants on the opening and closing balance are presented below; Warrants Outstanding as of Holder January 1, 2019 Change December 31, 2019 Change December 31, 2020 Change December 31, 2021 CEO Renée Lucander 719,500 195,000 914,500 (369,500) 545,000 — 545,000 Board member Thomas Eklund (until June, 2020) 111,250 — 111,250 (111,250) — — — Board member Hilde Furberg 29,500 — 29,500 (29,500) — — — Other executive management 727,086 107,500 834,586 (397,086) 437,500 — 437,500 Other employees, consultants and external parties 930,750 (245,000) 685,750 (389,164) 296,586 — 296,586 Total 2,518,086 57,500 2,575,586 (1,296,500) 1,279,086 — 1,279,086 Option Program In 2020 and 2021, respectively, Calliditas implemented option programs for employees and key consultants in Calliditas. The options were allotted free of charge to participants of the program. The options have a three-year vesting period calculated from the allotment date, provided that, with customary exceptions, the participants remain as employees of, or continue to provide services to, Calliditas. Once the options are vested, they can be exercised within a one-year period. Each vested option entitles the holder to acquire one share in Calliditas at a predetermined price. The price per share is to be equivalent to 115% of the weighted average price that the company’s shares were traded for on Nasdaq Stockholm during the ten trading days preceding the allotment date. The options have, at the time of issue, been valued according to the Black & Scholes valuation model. Changes and holdings of options for CEO, other executive management and other employees and consultants on the opening and closing balance are presented below: Options Outstanding as of Holder January 1, 2019 Change December 31, 2019 Change December 31, 2020 Change December 31, 2021 Renée Aguiar-Lucander, CEO — — — 225,000 225,000 71,000 296,000 Other executive management — — — 415,000 415,000 120,000 535,000 Other employees and consultants — — — 449,000 449,000 1,009,000 1,458,000 Total — — — 1,089,000 1,089,000 1,200,000 2,289,000 Calculation of fair value of option program The fair value on the allotment date was calculated using an adapted version of the Black & Scholes valuation model, which takes into consideration the exercise price, the term of the options, share price on the allotment date and expected volatility in the share price, and risk-free interest for the term of the options. Fair Value upon No. of Shares Issue of the Options, Exercise covered by Grant Date Exercise Date SEK Price, SEK Volatility Options ESOP 2020:1 July 1, 2020 July 1, 2023 22.14 121.43 39.6 % 859,000 ESOP 2020:2 September 17,2020 September 17,2023 22.50 116.78 41.6 % 99,000 ESOP 2020:3 February 4, 2021 February 4, 2024 30.41 145.05 44.3 % 60,000 ESOP 2020:4 Mars 9, 2021 Mars 9, 2024 30.41 141.26 45.2 % 421,000 ESOP 2021:1 Jun 14, 2021 Jun 14, 2024 35.8 140.71 46.0 % 510,000 ESOP 2021:2 September 29,2021 September 29,2024 25.2 109.38 47.5 % 340,000 2,289,000 The total cost of the outstanding option program is presented below. These costs do not affect the Groups consolidated statement of cash flows. The Group has 3,000,000 warrants which are set aside to secure the delivery of shares in connection with the utilization of the option program. For additional information see Note 25 Equity. Year Ended December 31, 2021 2020 2019 Share-based payments 24,737 5,304 — Provisions attributable to changes in social security costs (Share-based payments) 9,992 3,164 — Total 34,729 8,468 — Share-Based Payments Board LTIP 2019 This is a performance-based long-term incentive program for certain members of the Board of Directors in Calliditas. A total of 51,399 share awards is outstanding for the incentive program 2019. The share awards are gradually vested over three years until the AGM 2022 or June 1, 2022, whichever is the earliest, based on the development of Calliditas share price during the period from May 8, 2019 through on June 1, 2022 . The share awards are vested by 1/3 at the end of each period, provided that the participant is still a member of the Board of Calliditas that day. In addition to these conditions for vesting, the share awards are subject to performance-based vesting based on the development of Calliditas share price. If Calliditas share price has increased by more than 60 percent, 100 percent of the share awards shall be earned, and if the share price has increased by 20 percent, 33 percent of the share awards shall be vested. In the event of an increase in the share price by between 20 and 60 percent, vesting will be linear. If the share price has increased by less than 20 percent, no vesting will take place. Each share award entitles the holder to receive a share in Calliditas free of charge, provided that the holder is still a member of the Board of Calliditas at the relevant vesting date. Changes and holdings of share awards for the Board on the opening and closing balance are presented below: Share Awards Outstanding as of Holder January 1, 2019 Change December 31, 2019 Change December 31, 2020 Change December 31, 2021 Elmar Schnee, Chairman of the Board — 23,236 23,236 — 23,236 — 23,236 Thomas Eklund, Board member (until June, 2020) — 8,449 8,449 (5,633) 2,816 — 2,816 Hilde Furberg, Board member — 8,449 8,449 — 8,449 — 8,449 Lennart Hansson, Board member — 8,449 8,449 — 8,449 — 8,449 Diane Parks, Board member — 8,449 8,449 — 8,449 — 8,449 Total — 57,032 57,032 (5,633) 51,399 — 51,399 Calculation of fair value of share-based payments (Board LTIP 2019) Fair value at grant day has been measured using a Monte Carlo simulation of future share price developments. The simulated share price trend has been used to both calculate the outcome of the program and the value of each share at the time of acquisition (present value adjusted to the grant date). Fair Value Number Exercised at Grant of Share Date Date Awards Board LTIP 2019 June 1, 2022 22.49 51,399 The total cost of the outstanding share-based payments is presented below. These costs do not affect the Groups consolidated statement of cash flows. The Group has 70,000 warrants which are set aside to secure the delivery of shares in connection with the utilization of the Board LTIP 2019. For additional information see Note 25 Equity. Year Ended December 31, 2021 2020 2019 Share-based payments 396 440 249 Provisions attributable to changes in social security costs (Share-based payments) — 1,426 175 Total 396 1,866 424 Board LTIP 2020 This is a performance-based long-term incentive program for certain members of the Board of Directors in Calliditas. A total of 31,371 share awards is outstanding for the incentive program 2020. The share awards are gradually vested over three years until the AGM 2023 or July 1, 2023 , whichever is the earliest, based on the development of Calliditas share price during the period from the date the share awards are allocated (grant date) up to and including the day before the vesting date. The share awards are vested by 1/3 at the end of each period, provided that the participant is still a member of the Board of Calliditas that day. In addition to these conditions for vesting, the share awards are subject to performance-based vesting based on the development of Calliditas share price. If Calliditas share price has increased by more than 60 percent, 100 percent of the share awards shall be earned, and if the share price has increased by 20 percent, 33 percent of the share awards shall be vested. In the event of an increase in the share price by between 20 and 60 percent, vesting will be linear. If the share price has increased by less than 20 percent, no vesting will take place. Each share award entitles the holder to receive a share in Calliditas free of charge, provided that the holder is still a member of the Board of Calliditas at the relevant vesting date. Changes and holdings of share awards for the Board on the opening and closing balance are presented below: Share Awards Outstanding as of January December December December Holder 1, 2019 Change 31, 2019 Change 31, 2020 Change 31, 2021 Elmar Schnee, Chairman of the Board — — — 14,063 14,063 — 14,063 Hilde Furberg, Board member — — — 4,327 4,327 — 4,327 Lennart Hansson, Board member — — — 4,327 4,327 — 4,327 Diane Parks, Board member — — — 4,327 4,327 — 4,327 Molly Henderson, Board member — — — 4,327 4,327 — 4,327 Total — — — 31,371 31,371 — 31,371 Calculation of fair value of share-based payments (Board LTIP 2020) Fair value at grant day has been measured using a Monte Carlo simulation of future share price developments. The simulated share price trend has been used to both calculate the outcome of the program and the value of each share at the time of acquisition (present value adjusted to the grant date). Fair Value at Number of Exercised Date Grant Date Share Awards Board LTIP 2020 July 1, 2023 33.97 31,371 The total cost of the outstanding share-based payments is presented below. These costs do not affect the Groups consolidated statement of cash flows. The Group has 40,000 warrants which are set aside to secure the delivery of shares in connection with the utilization of the Board LTIP 2020. For additional information see Note 25 Equity. Year Ended December 31, 2021 2020 2019 Share-based payments 445 267 — Provisions attributable to changes in social security costs (Share-based payments) 171 207 — Total 616 474 — Board LTIP 2021 This is a performance-based long-term incentive program for certain members of the Board of Directors in Calliditas. A total of 31,371 share awards is outstanding for the incentive program 2021. The share awards are gradually vested over three years until the AGM 2024 or July 1, 2024, whichever is the earliest, based on the development of Calliditas share price during the period from the date the share awards are allocated (grant date) up to and including the day before the vesting date. The share awards are vested by 1/3 at the end of each period, provided that the participant is still a member of the Board of Calliditas that day. In addition to these conditions for vesting, the share awards are subject to performance-based vesting based on the development of Calliditas share price. If Calliditas share price has increased by more than 60 percent, 100 percent of the share awards shall be earned, and if the share price has increased by 20 percent, 33 percent of the share awards shall be vested. In the event of an increase in the share price by between 20 and 60 percent, vesting will be linear. If the share price has increased by less than 20 percent, no vesting will take place. Each share award entitles the holder to receive a share in Calliditas free of charge, provided that the holder is still a member of the Board of Calliditas at the relevant vesting date. Changes and holdings of share awards for the Board on the opening and closing balance are presented below: Share Awards Outstanding as of Holder January 1, 2019 Change December 31, 2019 Change December 31, 2020 Change December 31, 2021 Elmar Schnee, Chairman of the Board — — — — — 10,624 10,624 Hilde Furberg, Board member — — — — — 4,086 4,086 Lennart Hansson, Board member — — — — — 4,086 4,086 Diane Parks, Board member — — — — — 4,086 4,086 Molly Henderson, Board member — — — — — 4,086 4,086 Total — — — — — 26,968 26,968 Calculation of fair value of share-based payments (Board LTIP 2021) Fair value at grant day has been measured using a Monte Carlo simulation of future share price developments. The simulated share price trend has been used to both calculate the outcome of the program and the value of each share at the time of acquisition (present value adjusted to the grant date). Fair Value at Number of Exercised Date Grant Date Share Awards Board LTIP 2021 July 1, 2024 62.34 26,968 The total cost of the outstanding share-based payments is presented below. These costs do not affect the Groups consolidated statement of cash flows. The Group has 32,000 warrants which are set aside to secure the delivery of shares in connection with the utilization of the Board LTIP 2021. For additional information see Note 25 Equity. Year Ended December 31, 2021 2020 2019 Share-based payments 431 — — Provisions attributable to changes in social security costs (Share-based payments) 126 — — Total 557 — — |