Notice of Annual General Meeting in Storskogen Group AB (publ)

EXERCISE OF VOTING RIGHTS AT THE ANNUAL GENERAL MEETING

Shareholders who wish to exercise their voting rights at the annual general meeting must:

• be entered in the share register kept by Euroclear Sweden AB (”Euroclear”) on Monday, 28 April 2025 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed on Wednesday, 30 April 2025; and
• give notice of attendance in accordance with the instructions set out under the heading “Notification of attendance in person or by proxy” not later than on Wednesday, 30 April 2025 or submit a postal vote in accordance with the instructions set out under the heading “Instructions for postal voting” not later than on Friday, 2 May 2025.

Notification of attendance in person or by proxy

Shareholders who wish to attend the annual general meeting in person or by proxy shall give notice to the company of this not later than on Wednesday, 30 April 2025 either:

• electronically on the company’s website (www.storskogen.com);
• by post to Storskogen Group AB (publ), ”Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm; or
• by telephone on +46 (0)8-402 90 40 on weekdays between 09:00 and 16:00 (CEST).

The notification shall state the shareholder’s name or company name, personal identification number or corporate identification number, address, phone number and, where applicable, the number of accompanying assistants (not more than two).

Shareholders who do not wish to participate in person or exercise their voting rights by postal voting may exercise their voting rights at the annual general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.

In order to facilitate the registration at the annual general meeting, powers of attorney, certificates of registration and other authorisation documents should be received by the company at the address Storskogen Group AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE‑101 23 Stockholm not later than on Wednesday, 30 April 2025. Please note that a notification of attendance at the annual general meeting must be made even if the shareholder wishes to exercise its voting rights at the annual general meeting through a proxy. A submitted power of attorney is not considered as a notification of attendance at the annual general meeting. A form of power of attorney in Swedish and in English is available on the company’s website (www.storskogen.com).

Instructions for postal voting

Shareholders who wish to exercise their voting rights through postal voting must use the postal voting form and follow the instructions that are available on the company’s website (www.storskogen.com). The postal voting form must be received by the company not later than on Friday, 2 May 2025. The postal voting form must either:

• be sent by e-mail to [email protected];
• be submitted electronically in accordance with the instructions on the company’s website (www.storskogen.com); or
• be sent by post to Storskogen Group AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm.

Personal data

Personal data obtained from the share register, notifications of attendance at the annual general meeting and information regarding proxies will be used for registration, preparation of the voting list for the annual general meeting and, where applicable, the minutes of the annual general meeting.

For more information on how personal data is processed in connection with the annual general meeting, please refer to Euroclear’s privacy notice that is available on Euroclear’s website (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).

PROPOSED AGENDA

1. Election of a chairman of the annual general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination of whether the annual general meeting has been duly convened
5. Approval of the agenda
6. Submission of the annual report and the auditor’s report, the consolidated financial statements and the auditor’s report for the group as well as the remuneration report and the auditor’s statement on compliance with the remuneration guidelines
7. Resolution on:
   1. adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
   2. allocation of the company’s profit according to the adopted balance sheet
   3. discharge of liability for the members of the board of directors and the CEO
      1. Annette Brodin Rampe (chair of the board of directors)
      2. Robert Belkic (board member)
      3. Alexander Bjärgård (board member)
      4. Louise Hedberg (board member)
      5. Johan Thorell (board member)
      6. Christer Hansson (CEO)
      7. Daniel Kaplan (former CEO)
   4. approval of the remuneration report
8. Determination of the number of members of the board of directors
9. Determination of:
   1. the fees to be paid to the board of directors
   2. the fees to be paid to the auditor
10. Election of the members of the board of directors and the auditor
    1. Robert Belkic, board member (re-election)
    2. Alexander Bjärgård, board member (re-election)
    3. Annette Brodin Rampe, board member (re-election)
    4. Louise Hedberg, board member (re-election)
    5. Johan Thorell, board member (re-election)
    6. Annette Brodin Rampe, chair of the board of directors (re-election)
    7. Ernst & Young Aktiebolag, auditor (re-election)
11. Resolution on implementation of a warrant program etc.
12. Resolution on implementation of an employee stock option plan etc.
13. Resolution on an authorisation for the board of directors to resolve on issuances of shares of series B, warrants that may be exercised for subscription of shares of series B and/or convertibles that may be converted to shares of series B
14. Resolution on an authorisation for the board of directors to resolve on acquisitions and transfers of treasury shares of series B
15. Closing of the annual general meeting

PROPOSED RESOLUTIONS

Election of a chairman of the annual general meeting, item 1

The nomination committee proposes that Gabriel Zsiga, member of the Swedish Bar Association, shall be appointed as chairman of the annual general meeting or, in his absence, the person appointed by a representative of the nomination committee.

Election of one or two persons to verify the minutes, item 3

The board of directors proposes that Dick Bergqvist, who represents AMF, or if he is absent, the person or persons appointed by the board of directors, is appointed to verify the minutes of the annual general meeting.

Resolution on allocation of the company’s profit according to the adopted balance sheet, item 7(b)

The board of directors proposes a dividend for the financial year 2024 of SEK 0.10 per share. The board of directors proposes Friday, 9 May 2025 as the record date for the dividend. If the annual general meeting resolves in accordance with the board of directors’ proposal, payment of the dividend is expected to be made through Euroclear on Wednesday, 14 May 2025.

Resolution on approval of the remuneration report, item 7(d)

The board of directors’ remuneration report for 2024 has been prepared in accordance with Chapter 8, Sections 53 a and 53 b of the Swedish Companies Act and the Rules on Remuneration of the Board and Executive Management and on Incentive Programmes issued by the Stock Market Self-Regulation Committee (Sw. Aktiemarknadens Självregleringskommitté). The remuneration report for 2024 is available on the company’s website. The board of directors proposes that the annual general meeting approves the remuneration report for 2024.

Determination of the number of members of the board of directors, the fees to be paid to the board of directors and the auditor as well as election of the members of the board of directors and the auditor, items 8–10

The nomination committee proposes:

• That the board of directors shall comprise five (5) directors (item 8).
• That fees to the board of directors of SEK 2,295,000 in total shall be paid and allocated in accordance with the following: SEK 975,000 shall be paid to the chair of the board of directors and SEK 440,000 shall be paid to each of the other members of the board of directors. However, a member of the board of directors who receives remuneration from the company due to employment shall not receive any fees (item 9(a)).
• That the members of the board of directors who are members of the board of directors’ audit committee shall receive additional fees of SEK 115,000 per member (SEK 230,000 for the chair of the audit committee), that the members of the board of directors who are members of the board of directors’ remuneration committee shall receive additional fees of SEK 55,000 per member (SEK 82,500 for the chair of the remuneration committee) and that the members of the board of directors who are members of the board of directors’ sustainability committee shall receive additional fees of SEK 55,000 per member (SEK 82,500 to the chair of the sustainability committee) (item 9(a)).
• That fees to the auditor shall be paid in accordance with approved invoice (item 9(b)).
• Re-election of the board members Robert Belkic, Alexander Bjärgård, Annette Brodin Rampe, Louise Hedberg and Johan Thorell for the period until the close of the next annual general meeting (item 10).
• Re-election of Annette Brodin Rampe as chair of the board of directors for the period until the close of the next annual general meeting (item 10).
• Re-election of the company’s auditor Ernst & Young Aktiebolag for the period until the close of the next annual general meeting (item 10).

The nomination committee’s complete proposals, including a presentation of the proposed members of the board of directors and an assessment of their independence in relation to the company, the executive management and the company’s major shareholders, are available on the company’s website (www.storskogen.com).

Resolution on implementation of a warrant program etc., item 11

The board of directors of Storskogen Group AB (publ) (the “Company” or “Storskogen”) proposes that the annual general meeting resolves on an issue of warrants and establishment of a warrant program (“Warrant Program 2025”) on the following terms and conditions.

Warrant Program 2025 in brief

The board of directors’ proposal involves:

• the establishment of Warrant Program 2025 encompassing up to 57 participants which shall be employees in Sweden, and
• the issue of up to 5,978,945 warrants of series 2025/2028:1.

The purpose of Warrant Program 2025 and issue of warrants is to encourage a broad ownership amongst the group’s senior executives and certain key employees, retain competent employees, increase the alignment of interest between the employees and the Company’s shareholders, encourage the Company’s long-term growth and increase motivation to reach or exceed the Company’s financial targets.

Issue of warrants and establishment of Warrant Program 2025

1. Warrants shall be issued in series 2025/2028:1.

2. Series 2025/2028:1 contains a maximum of 5,978,945 warrants, of which each warrant entitles to subscription for one (1) B-share in the Company.

3. Entitled to subscribe for the warrants are – with deviation from the shareholders’ preferential right – certain senior executives and key employees of the group (together the “Participants”). A participant in ESOP 2025 will not be offered to participate in Warrant Program 2025, i.e. an employee may only participate in one of Storskogen’s 2025 long-term incentive programs and not both.

4. The warrants are issued against cash payment of an amount per warrant of series 2025/2028:1 corresponding to the warrants’ market value at the time of subscription as determined pursuant to the Black & Scholes model. Payment shall be made no later than on 30 June 2025, with a right for the board of directors to postpone the payment date.

5. In order to encourage participation in the Warrant Program 2025, the participants will receive a subsidy in the form of a gross salary supplement corresponding to 100 per cent of the premium paid for the warrants.

6. Subscription for the warrants shall be made on a specific subscription list on 31 May 2025 at the latest. The board of directors may postpone the subscription date. There may be no over-subscription.

7. The subscription price for B-shares by exercise of warrants of series 2025/2028:1 shall be equal to an amount per B-share corresponding to 150 per cent of the volume weighted average price for the Storskogen B-share on Nasdaq Stockholm during the period from and including 8 May 2025 up to and including 21 May 2025, but may not be lower than the quotient value of the B-share. The subscription price shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded downwards. In case the subscription price exceeds the quotient value of the B shares, the part of the subscription price exceeding the B-shares’ quotient value shall be allocated to the non-restricted statutory reserve.

8. The share capital may, upon subscription of new B-shares by exercise of all warrants of series 2025/2028:1, be increased with a maximum of SEK 3,049.261950.

9. Subscription for B-shares by exercise of warrants of series 2025/2028:1 can be made during a subscription period from and including 1 June 2028 (however no earlier than the day following the publication of the Company’s interim report for the period 1 January–31 March 2028) up to and including the date that falls 30 calendar days thereafter).

10. The complete terms and conditions for the warrants are set out in “Terms and conditions for warrants series 2025/2028:1 regarding subscription for shares in Storskogen Group AB (publ)”, Appendix A.

11. B-shares which are issued after subscription will entitle to dividends for the first time at the record date for dividends occurring immediately thereafter.

12. The reason for the deviation from the shareholders’ preferential right is that the board of directors wishes to create an incentive program for senior executives and key employees of the Storskogen group. By way of the current proposal, the employees of the group will have the opportunity to obtain a profit on their investments related to and dependent on the increase in value which to they contribute. The board of directors is of the opinion that it is to the benefit of the Company and the shareholders that the employees are given a personal incentive through ownership.

13. The number of warrants per Participant is dependent upon the Participant’s role and responsibility within the group. The maximum number of warrants that can be allotted to each Participant is however limited to such number of warrants which corresponds to 16 per cent of such Participant’s fixed annual salary. The board of directors may however set the limit to a lower amount than 16 per cent for certain Participants. Below is a compilation of the principles that apply to the allotment of the warrants.

Employee (category)	Number of participants in Warrant Program 2025 (maximum)	Total number of warrants per category (maximum)	Total investment in warrants per individual in SEK (maximum)
Chief Executive Officer	1	473,268	1,358,280
Other senior executives	5	1,465,709	749,952
Other senior key employees	28	2,747,891	394,330
Other mid-senior key employees	16	922,394	246,758
Other key employees	7	369,681	185,472
Total (maximum)	57	5,978,945	N/A

14. Upon subscription of the warrants, the Participants shall enter into an agreement with the Company on terms and conditions set out by the board of directors. The Company shall hereby reserve the right to repurchase warrants if a Participant’s employment within the group is terminated or if a Participant wishes to transfer its warrants.

15. It is further proposed that the board of directors, or a person appointed by the board of directors, is authorised to undertake such minor adjustments in the decision that may be required for the registration with the Swedish Companies Registration Office and Euroclear Sweden AB and that the board of directors shall have the right to make such minor adjustments to Warrant Program 2025 that are necessary due to applicable foreign rules and laws.

16. A transcript of the Company’s articles of association is available at the Company’s office.

Estimated costs

The costs of the scheme consist mainly of the subsidy in the form of a gross salary supplement that will be paid in connection with the payment of the premium for the warrants. Storskogen is responsible for the customary social security contributions on the Participant’s gross salary supplement and the Participant is responsible for paying income tax on the gross salary supplement. The Company’s total cost for the subsidy is estimated to approximately SEK 22.6 million which will be paid during 2025. Against the subsidy, the warrants’ premium corresponds to a total of approximately SEK 17.2 million, which the Company receives for issue of the warrants. All information is calculated based on a share price of SEK 13.5.

The warrants shall be issued at a price corresponding to the warrants’ market value in connection with the time of subscription. The market value of the warrant is, according to a preliminary valuation based on a market value of the underlying B-share of SEK 13.5, SEK 2.87 per warrant, assuming a subscription price of SEK 20.25 per B-share, a risk-free interest rate of 1 per cent, a dividend yield of 2 per cent, and a volatility of 50 per cent. The Black & Scholes model has been used for the preliminary valuation. The preliminary valuation has been carried out by the Company.

Effect on key ratios

The group’s operating profit for the financial year 2024 amounted to SEK 1,492 million. The estimated costs for Warrant Program 2025 of approximately SEK 22.6 million correspond to approximately 1.52 per cent of the operating profit for the financial year 2024.

The group’s equity as of 31 December 2024 amounted to SEK 20,807 million. The estimated costs for Warrant Program 2025 of approximately SEK 22.6 million correspond to approximately 0.11 per cent of the equity by the end of the financial year 2024.

Dilution effect

In total, Warrant Program 2025 comprises no more than 5,978,945 warrants. The increase in the Company’s share capital, assuming full subscription and full exercise of the warrants, will not amount to more than SEK 3,049.261950. In the event that the warrants of series 2025/2028:1 are fully exercised, there will be a dilution effect for Storskogen’s current shareholders of approximately 0.35 per cent of the outstanding number of shares and 0.20 per cent of the total number of votes in the Company. Full allotment, vesting and exercise (as applicable) under both Warrant Program 2025 and ESOP 2025 would entail that the total number of shares under both programs amount to no more than 8 515 686 B-shares. In the event of full allotment, vesting and exercise (as applicable) under both programs, there will consequently be a dilution effect for Storskogen’s current shareholders of no more than approximately 0.51 per cent of the outstanding number of shares and 0.29 per cent of the total number of votes in the Company.

Preparation of the proposal

The proposal on Warrant Program 2025 has been prepared by the remuneration committee of the board of directors and has been resolved upon by the board of directors of the Company. The proposal has been prepared in consultation with external advisors based on the Company’s evaluation of previous share-based incentive programs.

Majority requirement

A resolution to approve the present proposal is valid only where supported by shareholders holding no less than nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

Outstanding programs

For information about other share-based incentive programs in Storskogen, please refer to the Company’s annual report for 2024 under note 9 “Incentive programs”. These main terms and conditions are also available on the website of Storskogen (www.storskogen.com). There are no share-based incentive programs in Storskogen other than those described in the annual report for 2024.

Resolution on implementation of an employee stock option plan etc., item 12

The board of directors of Storskogen Group AB (publ) (the “Company” or “Storskogen”) proposes that the annual general meeting resolves to establish a share option program, Employee Stock Option Plan 2025 (“ESOP 2025”), directed to senior executives and other key employees of the group in accordance with the following terms.

ESOP 2025 in brief

The board of directors’ proposal involves:

• the establishment of ESOP 2025 under which the employees (which shall only be employees outside of Sweden) may be granted a total of up to 2,536,741 B-shares in the Company subject to the satisfaction of the vesting requirements below.
• for the purpose of ensuring delivery of B-shares under ESOP 2025:
  • issue of no more than 2,536,741 warrants to the Company itself, and
  • transfer of no more than 2,536,741 warrants to participants in the ESOP 2025.

The purpose of establishing the ESOP 2025 is to ensure that the Company has the appropriate tools to attract and retain the right talent to the group, to increase the motivation amongst the ESOP-participants (as defined below) and increase their loyalty with the Company. The purpose is also to align their interests with that of the Company’s shareholders as well as to promote individual shareholding in the Company and thereby promote shareholder value and long-term value growth of the Company.

Establishment of ESOP 2025

The board of directors proposes that ESOP 2025 is established in accordance with the following principal terms and conditions.

1. The board of directors shall be responsible for the details and management of ESOP 2025 within the framework of the general meeting’s resolution. Approval for admission to participate in ESOP 2025 is at the sole discretion of the board of directors (primarily acting through its remuneration committee). A participant in Warrant Program 2025 will not be offered to participate in ESOP 2025, i.e. an employee may only participate in one of Storskogen’s 2025 long-term incentive programs and not both.

2. ESOP 2025 is directed to up to 23 full-time employed key employees of the group (the “ESOP-participants”). The maximum number of B-shares in the Company available under ESOP 2025 shall be 2,536,741.

3. Subject to the terms and conditions of ESOP 2025, the Company will grant options (the “Options”), free of charge, to the ESOP-participants in a number allocated by the board of directors pursuant to the principles described below.

4. The date of grant of Options for each ESOP-participant is referred to as the “Date of Grant”. The intention is to launch ESOP 2025 and grant Options to ESOP-participants before 30 June 2025. The Options will, subject to the terms and conditions of ESOP 2025, vest on the third anniversary of the Date of Grant (the “Vesting Date”). The period from the Date of Grant to the Vesting Date is referred to as the “Vesting Period”. Vested Options will be available for exercise during an exercise period of thirty calendar days after determination by the board of directors of the number of vested Options (insofar as they have been vested pursuant to the terms and conditions). Any vested Options not exercised by an ESOP-participant will automatically terminate and be forfeited.

5. The number of Options per ESOP-participant is dependent upon the Participant’s role and responsibility within the group. The maximum number of Options that can be allotted to each ESOP-participant is however limited to such number of Options which corresponds to 10 per cent of such ESOP-participant’s fixed annual salary. The board of directors may however set the limit to a lower amount than 10 per cent for certain ESOP-participants. Below is a compilation of the principles that apply to the allotment of the Options.

Employee (category)	Number of ESOP-participants (maximum)	Total number of Options per category (maximum)	Number of Options per ESOP-participant (maximum)
Other senior executives	2	551,511	302,381
Other senior key employees of the group	13	1,541,689	191,862
Other mid senior key employees of the group	4	285,981	90,872
Other key employees of the group	4	157,560	69,686
Total (maximum)	23	2,536,741	N/A

6. The price payable per B-share upon exercise of an Option (the “Exercise Price”) shall (prior to any recalculations) correspond to 150 per cent of the volume weighted average price for the Storskogen B-share on Nasdaq Stockholm during the period from and including 8 May 2025 up to and including 21 May 2025, but may not be lower than the quotient value of the B-share. The Exercise Price shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded downwards.

7. The number of B-shares in Storskogen which can be delivered following exercise of the Options and the Exercise Price may be recalculated by the board of directors in the event of share issues, share splits, reversed share splits, dividends in kind or similar events.

8. Following the Vesting Period, each Option entitles the ESOP-participant to exercise one (1) Option in order to acquire one (1) B-share in Storskogen against payment of the Exercise Price in accordance with the terms and conditions of ESOP 2025. These terms and conditions include a requirement on the ESOP-participant’s continued employment within the Storskogen group during the Vesting Period (under certain conditions, the ESOP-participant may have a right to some of the Options even if the employment has been terminated before the end of the Vesting Period and the board of directors shall furthermore be authorised to waive this condition under extraordinary circumstances, for example, if the ESOP-participant’s employment is terminated as a result of long-term illness).

9. Subject to the above conditions, following payment by the ESOP-participant of the Exercise Price, the Company shall procure that the B-shares that the exercised Options entitle the ESOP-participant to acquire (if any) are delivered to the ESOP-participant not later than 60 days after expiry of the exercise period. The board of directors shall be entitled to postpone such date if the ESOP-participant is not permitted to acquire shares in the Company during this period.

10. An ESOP-participant’s participation in ESOP 2025 requires that it is legally possible and appropriate in the jurisdiction in which such ESOP-participant is a resident and that such participation, at the board of directors’ sole discretion, is deemed possible with reasonable administrative and financial costs.

11. If significant changes occur in the Company or in the market, or in the event the costs for ESOP 2025 significantly exceed the estimated costs, and this, in the opinion of the board of directors, results in a situation where the conditions for allotment of B-shares based upon exercised Options become unreasonable, the board of directors is entitled to make adjustments to ESOP 2025, including, among other things, to resolve on a reduced allotment of B-shares, or to not allot any B-shares at all.

12. In the event delivery of B-shares to an ESOP-participant cannot take place under applicable laws or regulations, at reasonable cost, or with reasonable administrative effort, the board of directors may resolve that the Company shall pay a part of or the entire allotment to such ESOP-participant in cash instead of with shares. The board of directors may also resolve that the Company shall retain allotted B-shares and settle a part of the allotment in cash in order to facilitate the payment of the ESOP-participants’ tax liabilities.

Issue and transfer of warrants

The board of directors proposes, for the purpose of securing delivery of B-shares to the ESOP-participants when exercising Options, that the annual general meeting resolves on a directed issue of warrants in accordance with the following and transfer of warrants to ESOP-participants in accordance with the below terms and conditions.

Issue of warrants

The board of directors proposes that the annual general meeting resolves to issue warrants in accordance with the below:

1. Warrants shall be issued in series 2025/2028:2, comprising a maximum of 2,536,741 warrants for ESOP 2025 of which each warrant entitles to subscription for one (1) B-share in the Company.

2. Entitled to subscribe for the warrants is – with deviation from the shareholders’ preferential right – the Company itself. The reason for the deviation from the shareholders’ preferential right is to secure delivery of B-shares to the ESOP-participants.

3. The warrants shall be issued without consideration.

4. Subscription for the warrants shall be made on a specific subscription list on 30 June 2025 at the latest. The board of directors may postpone the subscription date. There may be no over-subscription.

5. The subscription price for each B-share upon exercise of the warrants shall be equal to the quotient value of the B-share at the time of subscription of the B-shares.

6. The share capital may, upon subscription of new B-shares by exercise of all warrants of series 2025/2028:2, be increased with a maximum of SEK 1,293.737910.

7. Subscription for B-shares by the exercise of the warrants can be made during a subscription period from and including 31 May 2025 up to and including 31 March 2029.

8. The complete terms and conditions for the warrants are set out in “Terms and conditions for warrants series 2025/2028:2 regarding subscription for B-shares in Storskogen Group AB (publ)”, Appendix A.

9. B-shares which are issued after subscription will entitle to dividends for the first time at the record date for dividends occurring immediately thereafter.

10. It is further proposed that the board of directors, or a person appointed by the board of directors, is authorised to make such minor adjustments in the decision that may be required for the registration with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB and that the board of directors shall have the right to make such minor adjustments to ESOP 2025 that are necessary due to applicable foreign rules and laws.

11. A transcript of the Company’s articles of association is available at the Company’s office.

Transfer of warrants

The board of directors proposes that the annual general meeting approves transfers of no more than 2,536,741 warrants of series 2025/2028:2 to ESOP-participants (or a designated third party) in connection with the delivery of B-shares to ESOP-participants.

Estimated costs for ESOP 2025

The cost for ESOP 2025 will be accounted for in accordance with IFRS 2 – Share-Based Payments. Storskogen’s total cost for ESOP 2025 is not expected to exceed approximately SEK 9.3 million, assuming that 100 per cent of the maximum number of Options are allotted to the ESOP-participants, that the share price at allotment is equal to SEK 13.5 and that the share price increase with a maximum of 100 per cent. Of these total costs, outgoing social security charges are estimated to amount to approximately SEK 2 million assuming a share price increase of 100 per cent during the term of ESOP 2025 and approximately 11.6 per cent estimated average social security costs.

Based on the same assumptions as above, but instead that 50 per cent of the maximum number of Options are allotted to the ESOP-participants and that the share price increases with a maximum of 75 per cent, Storskogen’s total costs for ESOP 2025 is not expected to exceed approximately SEK 1.1 million. Of these total costs, social security charges are estimated to amount to approximately SEK 0.5 million.

Effect on key ratios

The group’s operating profit for the financial year 2024 amounted to SEK 1,492 million. The estimated costs for ESOP 2054 of approximately SEK 9.3 million in accordance with the first example above correspond to approximately 0.62 per cent of the operating profit for the financial year 2024. The estimated costs for ESOP 2025 of SEK 4.1 million in accordance with the second example above correspond to approximately 0.28 per cent of the operating profit for the financial year 2024.

The group’s equity as of 31 December 2024 amounted to SEK 20,807 million. The estimated costs for ESOP 2025 of approximately SEK 9.3 million in accordance with the first example above correspond to approximately 0.04 per cent of the equity by the end of the financial year 2024. The estimated costs for ESOP 2025 of approximately SEK 4.1 million in accordance with the second example above correspond to approximately 0.02 per cent of the equity by the end of the financial year 2024.

Dilution effect

For the purpose of ensuring delivery of B-shares upon exercise of the Options, the Company will issue no more than 2,536,741 warrants of series 2025/2028:2 without consideration to the Company itself. At the end of the exercise period, some of the warrants will be converted into B-shares and transferred to the ESOP-participants who have exercised their Options. If all Options are exercised, it would entail that the total number of shares under ESOP 2025 amount to no more than 2,536,741 B-shares. If all Options are exercised, there will consequently be a dilution effect for Storskogen’s current shareholders of approximately 0.15 per cent of the outstanding number of shares and 0.09 per cent of the total number of votes in the Company. Full allotment, vesting and exercise (as applicable) under both ESOP 2025 and Warrant Program 2025 would entail that the total number of shares in both programs amount to no more than 8,515,686 B-shares. In the event of full allotment, vesting and exercise (as applicable) under both programs, there will consequently be a dilution effect for Storskogen’s current shareholders of no more than approximately 0.51 per cent of the outstanding number of shares and 0.29 per cent of the total number of votes in the Company.

Preparation of the proposal

The proposal on ESOP 2025 has been prepared by the remuneration committee of the board of directors and has been resolved by the board of directors of the Company. The proposal has been prepared in consultation with external advisors based on the Company’s evaluation of previous share-based incentive programs.

Majority requirement

A resolution to approve the present proposal is valid only where supported by shareholders holding no less than nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

Outstanding programs

For information about other share-based incentive programs in Storskogen, please refer to the Company’s annual report for 2024 under note 9 “Incentive programs”. These main terms and conditions are also available on the website of Storskogen (www.storskogen.com). There are no share-based incentive programs in Storskogen other than those described in the annual report for 2024.

Resolution on an authorisation for the board of directors to resolve on issuances of shares of series B, warrants that may be exercised for subscription of shares of series B and/or convertibles that may be converted to shares of series B, item 13

The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions during the period up until the next annual general meeting, resolve upon the issuance of shares of series B, convertibles that can be converted to shares of series B and/or warrants that can be exercised for subscription of shares of series B. Subscribed shares, convertibles or warrants shall be paid for in cash, by set-off or in-kind. The authorisation shall be limited so that the board of directors may not resolve upon issues of shares, convertibles or warrants that entail that the total number of shares that are issued, issued through conversion of convertibles or issued through exercise of warrants exceeds 10 per cent of the total number of shares of series B in the company at the time the board of directors exercises the authorisation for the first time. If the board of directors resolves on the issuance of shares, convertibles and/or warrants with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to use shares as consideration (including earn-out consideration) in connection with, or as financing of, acquisitions of companies or businesses or for the company’s operations in general.

Majority requirements etc.

A resolution pursuant to this item 13 is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting.

Resolution on an authorisation for the board of directors to resolve on acquisitions and transfers of treasury shares of series B, item 14

The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions during the period up until the next annual general meeting, resolve upon acquisitions and transfers of shares of series B in the company on the following terms.

Acquisitions may be made of a maximum of so many shares that the company’s holding of treasury shares, following the acquisition, does not exceed 10 per cent of all shares in the company. Acquisitions of treasury shares shall be made on Nasdaq Stockholm. Acquisitions of treasury shares shall be made at a price per share within the at each time prevailing price interval for the shares of series B on Nasdaq Stockholm. Payment for acquired treasury shares shall be made in cash.

Transfers may be made of treasury shares held by the company at the time of the board of directors’ resolution to transfer shares. Transfers of treasury shares may be made by other means than on Nasdaq Stockholm. Transfers of treasury shares shall be made at market terms. Payment for treasury shares that are transferred may be made in cash, in-kind or by set-off. Transfers of treasury shares may be made with deviation from the shareholders’ preferential rights.

The reason for an acquisition or a transfer of treasury shares, and the reason for any transfer with deviation from the shareholders’ preferential rights, shall be to: (a) optimise the company’s capital structure or (b) use shares as consideration (including earn-out consideration) in connection with, or as financing of, acquisitions of companies or businesses.

Majority requirements etc.

A resolution pursuant to this item 14 is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting.

NUMBER OF SHARES AND VOTES

As of the date of this notice, the total number of shares in the company amounts to 1,686,725,219 (of which 142,001,374 are shares of series A with ten votes each and 1,544,723,845 are shares of series B with one vote each) and the total number of votes in the company amounts to 2,964,737,585. The company holds no treasury shares as of the date of this notice.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances that may affect the assessment of the company’s financial position. The duty to provide information shall also apply to the company’s relationship with another group company, the consolidated accounts and such circumstances regarding subsidiaries that are referred to in the preceding sentence.

AVAILABLE DOCUMENTS

Complete proposals and other documentation that shall be kept available before the annual general meeting according to the Swedish Companies Act and the Swedish Corporate Governance Code will be kept available at the company at Hovslagargatan 3, SE-111 48 Stockholm, and on the company’s website (www.storskogen.com) not later than three weeks before the annual general meeting. The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Storskogen Group AB (publ), “Annual General Meeting”, Hovslagargatan 3, SE-111 48 Stockholm, or by e-mail to [email protected].

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Stockholm in March 2025

Storskogen Group AB (publ)

The board of directors