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

Shareholders can participate in the Annual General Meeting by attending the venue in person or by postal voting.

Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 17 April 2025, and (ii) no later than 23 April 2025 give notice by post to ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or via e-mail to GeneralMeetingService@euroclear.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.vimian.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Annual General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 28 April 2025.

Participation by postal voting

A shareholder who wishes to participate in the Annual General Meeting by postal voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 17 April 2025, and (ii) give notice no later than 23 April 2025, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB no later than on that day.

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by postal vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when postal voting. The postal voting form is available on the company’s website www.vimian.com. A completed and signed form may be submitted by post to ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com. The completed form shall be received by Euroclear Sweden AB not later than 23 April 2025. Shareholders who are natural persons may also cast their votes electronically through BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the postal voting form. A proxy form is available on the company’s website www.vimian.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the postal vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraws its casted postal vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the postal vote with regard to the relevant item on the agenda.

Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 17 April 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 23 April 2025 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the Annual General Meeting.

2. Election of chairperson of the Annual General Meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of one or two persons who shall approve the minutes.

6. Determination of whether the Annual General Meeting has been duly convened.

7. Presentation by the CEO.

8. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements.

9. Resolution regarding:

a) Adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;

b) Allocation of the company’s profit or loss pursuant to the adopted balance sheet; and

c) Discharge from liability of the board members and the CEO.

10. Determination of the number of board members and auditors as well as deputy auditors.

11. Determination of the fees to the Board of Directors and the auditor.

12. Election of board members and chairman of the Board of Directors:

a) Theodor Bonnier (re-election);

b) Gabriel Fitzgerald (re-election);

c) Petra Rumpf (re-election);

d) Magnus Welander (re-election);

e) Pia Marions (new election); and

f) Chairman of the Board of Directors: Magnus Welander (re-election).

13. Election of the auditor.

14. Proposal regarding principles of appointing the nomination committee.

15. Proposal regarding authorisation for the Board of Directors to resolve on new share issues.

16. Proposal regarding authorisation for the Board of Directors to resolve on acquisition and transfer of own shares.

17. Proposal regarding adoption of new Articles of Association

18. Proposal regarding adoption of a long-term performance based share program

a) Adoption of long-term performance based share program

b) Authorization for the Board of Directors to resolve on a rights issue of Class E1 2025 shares, repurchase of issued Class E1 2025 shares and transfer of Class E1 2025

c) Authorization for the Board of Directors to resolve on a rights issue of Class E2 2025 shares, repurchase of issued Class E2 2025 shares and transfer of Class E2 2025 shares

d) Authorization for the Board of Directors to resolve on a rights issue of Class E3 2025 shares, repurchase of issued Class E3 2025 shares and transfer of Class E3 2025 shares

e) Authorization for the Board of Directors to resolve on a rights issue of Class E1 2026 shares, repurchase of issued Class E1 2026 shares and transfer of Class E1 2026 shares

f) Authorization for the Board of Directors to resolve on a rights issue of Class E2 2026 shares, repurchase of issued Class E2 2026 shares and transfer of Class E2 2026 shares

g) Authorization for the Board of Directors to resolve on a rights issue of Class E3 2026 shares, repurchase of issued Class E3 2026 shares and transfer of Class E3 2026 shares

h) Authorization for the Board of Directors to resolve on a rights issue of Class E1 2027 shares, repurchase of issued Class E1 2027 shares and transfer of Class E1 2027 shares

i) Authorization for the Board of Directors to resolve on a rights issue of Class E2 2027 shares, repurchase of issued Class E2 2027 shares and transfer of Class E2 2027 shares

j) Authorization for the Board of Directors to resolve on a rights issue of Class E3 2027 shares, repurchase of issued Class E3 2027 shares and transfer of Class E3 2027 shares

k) Authorization for the Board of Directors to resolve on a rights issue of Class D shares, repurchase of issued Class D shares and transfer of ordinary shares

19. Closing of the Annual General Meeting.

Proposed resolutions

Proposal regarding election of chairperson of the Annual General Meeting (item 2)
The nomination committee proposes that Linnéa Sellström, member of the Swedish Bar Association, from Advokatfirman Vinge, shall be appointed chairperson of the Annual General Meeting.

Proposal regarding resolution regarding allocation of the company’s profit or loss pursuant to the adopted balance sheet (item 9 (b))
The Board of Directors proposes that no dividend shall be paid for the financial year 2024.

Proposal regarding the number of board members and auditors as well as deputy auditors (item 10)
The nomination committee proposes that the number of board members elected by the Annual General Meeting shall be five, equivalent to a net reduction of one board member, without deputies.

The number of auditors is proposed to be one, without deputies.

Proposal regarding the fees to the Board of Directors and the auditor (item 11)
The nomination committee proposes that the fees to the Board of Directors for the period until the end of the next Annual General Meeting be allocated as follows: EUR 75,000 to the chairman of the Board of Directors (previously EUR 75,000) and EUR 40,000 (previously EUR 50,000) to each of the other members elected by the Annual General Meeting. For committee-work, the nomination committee proposes that the fee to the chairman of the audit committee shall be EUR 13,000 and EUR 7,500 to the other member of the audit committee. For the members of the People & Sustainability committee and the M&A committee, the nomination committee proposes that the fee shall be EUR 7,500 to the chairman of the respective committee, and EUR 5,000 to other members. In addition, the nomination committee proposes that a compensation amounting to EUR 6,000 is paid to the board member residing in Europe but outside the Nordics, as compensation for travel time to and from the board meetings. Gabriel Fitzgerald and Theodor Bonnier have announced that they refrain from fees.

The fee to the auditor is proposed to be paid in accordance with approved invoice.

Proposal regarding the election of the board members and chairman of the Board of Directors (item 12)
The nomination committee has been informed that Robert Belkic and Frida Westerberg wish to resign as board members. The nomination committee proposes re-election of Theodor Bonnier, Gabriel Fitzgerald, Petra Rumpf and Magnus Welander, and new election of Pia Marions as board members for the period until the end of the next Annual General Meeting.

Furthermore, Magnus Welander is proposed to be re-elected as chairman of the Board of Directors.

Provided that the Annual General Meeting resolves in accordance with the proposal, the Board of Directors will after the election consist of Magnus Welander (chairman), Theodor Bonnier, Gabriel Fitzgerald, Pia Marions and Petra Rumpf.

Information about the persons proposed by the nomination committee to be re-elected as board members is set forth in the company’s annual report as well as on the company’s website, http://www.vimian.com.

Information concerning the proposed new board member Pia Marions is presented below.

Information concerning the proposed new board member Pia Marions
Born: 1963.
Education: Degree of Master of Science in Business and Economics, Stockholm University, Sweden.
Principal work experiences: CFO of Skandia Group, Folksam and Carnegie Group. Leading positions in RBS (Royal Bank of Scotland), Skandia Liv, Länsförsäkringar Liv and the Swedish Financial Supervisory Authority. Pia Marions has also worked as an authorised public accountant.
Other current assignments: Chairman of the Board of Directors in Skandiabanken Aktiebolag (publ) and Impilo Healthcare AB. Board member in Duni AB (publ), Vitrolife AB (publ), Carnegie Group, Sophiahemmet Rehab Center AB and Unilabs Group Holding APS. Pia Marions also has the assignment as Senior Advisor in Skandia Group, which will be terminated no later than 30 April.
Shareholding in the company: 5,000 ordinary shares.
Independent of:
The company and executive management: Yes.
Major shareholders: Yes.

Proposal regarding the election of the auditor (item 13)
The nomination committee proposes that Grant Thornton Sweden AB is re-elected as auditor for the company for the period until the end of the next Annual General Meeting, which is in accordance with the audit committee’s recommendation. Should the nomination committee’s proposal for auditor be adopted, Grant Thornton Sweden AB has informed that authorised public accountant Carl-Johan Regell will be appointed auditor in charge.

Proposal regarding principles of appointing the nomination committee (item 14)
The company shall have a nomination committee consisting of a member appointed by each of the three largest shareholders or group of shareholders, in terms of votes, together with the chairman of the board. The nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 31 August each year and other reliable ownership information available by the company at such time and the board’s chairman who will also convene the first meeting of the nomination committee. The member of the nomination committee representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints another member of the nomination committee as chairman.

In the event that, before the date falling three months prior to the annual general meeting, one or more of the shareholders having appointed representatives of the nomination committee no longer being among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives in accordance with these instructions. Exceptions from the rule that representatives shall resign in the event the shareholder having nominated the representative no longer is among the three shareholders may be made in the event all members of the nomination committee approve that the representative remains on the nomination committee.

Should a member resign from the nomination committee before its work has been completed and the nomination committee considers it necessary to replace such member, such substitute member is to represent the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a representative to be a member of the nomination committee shall have the right to dismiss such member and appoint a new representative of the nomination committee. Changes to the composition of the nomination committee must be publicly announced immediately.

The nomination committee shall prepare the following proposals to be passed on for resolution at the annual general meeting:
• Chairman of the annual general meeting;
• Number of board members;
• Members of the board of directors;
• Chairman of the board of directors;
• Board remuneration divided between the chairman and other members of the board of directors as well as remuneration for committee work;
• Auditors;
• Remuneration to the company’s auditors; and
• To the extent deemed necessary, changes in the current instructions and principles of appointing the nomination committee.

In performing its duties, the nomination committee shall act in accordance with the requirements stipulated in the Swedish Companies Act and the Swedish Code of Corporate Governance.

The composition of the nomination committee for the annual general meeting shall normally be announced no later than six months before the annual general meeting. Remuneration shall not be paid to the members of the nomination committee. The company shall pay any necessary expenses that the nomination committee may incur as part of conducting its work, for example, costs for external consultants deemed necessary by the nomination committee in order for the nomination committee to fulfill its duties. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.

Proposal regarding authorisation for the Board of Directors to resolve on new share issues
(item 15)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, resolve on the issue of new shares, comprising a total of not more than 20 per cent of the total number of outstanding shares in the company after the utilisation of the authorisation. Such share issue resolution may be made with or without provisions for contribution in kind, set-off or other conditions.

The purpose of the authorisation is to increase the financial flexibility of the company and the general scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason therefore must be to strengthen the financial position of the company in a time and cost-effective manner or in accordance with a purchase agreement, or, alternatively, to procure capital for such acquisition. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.

Proposal regarding authorisation for the Board of Directors to resolve on acquisition and transfer of own shares (item 16)
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, for the period up the next Annual General Meeting, to resolve upon acquisition and transfer of shares in the company in accordance with the following:

1) Acquisition of shares in the company shall take place on Nasdaq Stockholm.

2) Acquisitions may only be made by a maximum of so many shares that, at any given time, the company's own holdings do not exceed ten (10) percent of all shares in the company.

3) Acquisition of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.

4) Transfer of shares according to the authorisation may be of all own shares held by the company at the time of the Board of Directors’ resolution.

5) Transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.

6) The authorisation may be exercised on one or more occasions during the period up until the 2026 Annual General Meeting.

The purpose of the proposed authorisation is to enable (i) adapting the capital structure of the
company to its capital needs from time to time, (ii) flexibility in transactions by means of paying
with shares, and (iii) flexibility in incentive programs; and thereby contribute to an increased
shareholder value.

The Board of Directors or the CEO shall have the right to make such minor adjustments in this resolution that may be necessary in connection with the registration of the authorisation with the Swedish Companies Registration Office.

Proposal regarding adoption of new Articles of Association (item 17)
In order to enable an efficient way to secure the delivery of shares under the proposed performance-based share programs under item 18 and to introduce a class of shares that can serve as investment shares in Vimian’s long-term incentive programs, the Board of Directors proposes that the general meeting resolves to amend § 4 of the Articles of Association by introducing ten new classes of shares, Class D, Class E1 2025, Class E2 2025, Class E3 2025, Class E1 2026, Class E2 2026, Class E3 2026, Class E1 2027, Class E2 2027 and Class E3 2027. In addition, the updated § 4 enables reclassification of shares of Class D, Class E1 2025, Class E2 2025, Class E3 2025, Class E1 2026, Class E2 2026, Class E3 2026, Class E1 2027, Class E2 2027 and Class E3 2027 to ordinary shares and the redemption of such shares.

Class D shares are intended to be held by the company to secure delivery of shares under the company’s long-term incentive program.

Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares are intended to be unlisted so-called hurdle shares to be held as investment shares under the company’s long-term incentive program. Hurdle shares are a type of shares that convert to ordinary shares if certain conditions are met. The reclassification of Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares is dependent on the share price at a predetermined time, as further defined in the Articles of Association. Should the share price reach a certain threshold, on the predetermined dates for each share class, the Board of Directors will resolve to reclassify a certain number of shares to ordinary shares. The Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares do not entitle to dividends but have a certain economic right corresponding to the difference between the threshold and the value of the ordinary share. An investment in Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares respectively is a prerequisite for participation in the long-term incentive program proposed by the Board of Directors as set out in item 18 below.

The resolution to amend the Articles of Association in accordance with this item is conditional upon the general meeting also resolving to approve the Board of Directors’ proposal for a resolution on the long-term incentive program in accordance with item 18 below.

The Board of Directors further proposes that the CEO is authorized to make such minor adjustments to this resolution as may prove necessary in connection with the registration thereof.

1) The reclassification factor at the time of issuance of Class E1 2025 shares is defined as one (1.0).
2) The reclassification factor at the time of issuance of Class E2 2025 shares is defined as one (1.0).
3) The reclassification factor at the time of issuance of Class E3 2025 shares is defined as one (1.0).
4) The reclassification factor at the time of issuance of Class E1 2026 shares is defined as one (1.0)
5) The reclassification factor at the time of issuance of Class E2 2026 shares is defined as one (1.0).
6) The reclassification factor at the time of issuance of Class E3 2026 shares is defined as one (1.0).
7) The reclassification factor at the time of issuance of Class E1 2027 shares is defined as one (1.0).
8) The reclassification factor at the time of issuance of Class E2 2027 shares is defined as one (1.0).
9) The reclassification factor at the time of issuance of Class E3 2027 shares is defined as one (1.0).

Proposal regarding adoption of a long-term performance based share program (item 18)

The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term performance-based share program for the CEO, the executive management and other key employees as well as consultants[1] in the Vimian group in accordance with the below.

The resolution under item 18 (a) shall be conditional upon i) the Annual General Meeting resolving on hedging measures in relation to the incentive program in accordance with the Board of Directors’ proposal under items 18 (b), (c), (d) and (e) below and that ii) the Annual General Meeting resolves in accordance with the Board of Directors’ proposal pursuant to item 17 above regarding adoption of new Articles of Association.

[1] What is said herein about employees shall also apply to consultants of Vimian.

Adoption of long-term performance share program (item 18(a))
The program in summary
The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term performance-based share program divided into three tranches, ”LTIP 2025/2028”, ”LTIP 2026/2029” and ”LTIP 2027/2030”, each an ”LTIP”. Each LTIP is proposed to include the CEO, the executive management and other key employees in the Vimian group, in total not more than approximately 80 persons. Participants in LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 respectively will be required to invest in Vimian by investing in Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares, as applicable, in Vimian Group AB (publ) (”Investment Shares”). Subsequently, participants will be given the opportunity to receive ordinary shares, so-called ”Performance Shares”, free of charge, on the terms set out below.

Private investment
In order to participate in the respective LTIP, the participant must have made a private investment through the acquisition of Investment Shares. Investment Shares shall be transferred at market value at the time of transfer, which shall be determined by an independent financial advisor using the Black & Scholes valuation model based on market conditions at the time of transfer.

Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares are intended to be unlisted so-called hurdle shares to be held as investment shares under the company’s long-term incentive program. Hurdle shares are a type of shares that convert to ordinary shares if certain conditions are met. The reclassification of Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares is dependent on the share price at a predetermined time, as further defined in the Articles of Association under item 17 above. Should the share price reach a certain threshold, on the predetermined dates for each share class, the Board of Directors will resolve to reclassify a certain number of shares to ordinary shares. The Class E1 2025 shares, Class E2 2025 shares, Class E3 2025 shares, Class E1 2026 shares, Class E2 2026 shares, Class E3 2026 shares, Class E1 2027 shares, Class E2 2027 shares and Class E3 2027 shares do not entitle to dividends but have a certain economic right corresponding to the difference between the threshold and the value of the ordinary share.

The maximum number of Investment Shares that each participant may allocate under each LTIP is further described below. For each Investment Share held under each LTIP, the company will grant participants up to three (3) rights to, provided that certain performance conditions are met, receive one (1) Performance Share free of charge per right (”Performance Share Awards”) in accordance with the terms set out below.

Terms and conditions
A Performance Right may be exercised provided that the participant, with certain exceptions, from the start of the respective LTIP for the respective participant up to and including the date of publication of the company’s interim report for the first quarter 2028, 2029 and 2030 (the ”Vesting Period”) remains in his or her employment within the Vimian group. LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 respectively shall be implemented as soon as practicable after the Annual General Meeting 2025, the Annual General Meeting 2026 and the Annual General Meeting 2027 respectively. The final date for allocation of the Performance Share Rights under each LTIP shall be 31 December 2025, 31 December 2026 and 31 December 2027 respectively. Newly hired key employees of the Vimian group may be invited to participate in LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 until 31 December 2025, 31 December 2026 and 31 December 2027, respectively.

In addition to the requirement for the participant’s continued employment and holding of Investment Shares during the Vesting Period, there are also requirements regarding (i) the Vimian group’s adjusted EBITA[2] for the financial year 2027, 2028 and 2029 and (ii) the Vimian group’s revenue during the financial year 2027, 2028 and 2029. Information on the outcome of the performance conditions will be provided no later than in the remuneration report for the financial year 2027, 2028 and 2029, respectively. The Performance Shares will vest after the end of the respective Vesting Period.

[2] EBITA adjusted for items affecting comparability. EBITA is defined as operating profit excluding amortisation of intangible assets that were originally recognised in connection with business combinations.

Performance conditions for the Vimian group’s adjusted EBITA
70 percent of the Performance Share Awards granted to a participant will be conditional upon the fulfilment of a performance condition relating to the Vimian group’s adjusted EBITA during the financial year 2027 for LTIP 2025/2028, 2028 for LTIP 2026/2029, and 2029 for LTIP 2027/2030, respectively. The performance condition for the Vimian group’s adjusted EBITA for the financial year 2027, 2028 and 2029, respectively, set by the Board of Directors will specify a minimum and a maximum level. The target for the development of the Vimian group’s adjusted EBITA is not published due to stock market and competitive aspects. The Board of Directors will determine the outcome related to the performance condition for the Vimian group’s adjusted EBITA for the financial years 2027, 2028 and 2029, respectively, when the audited financial statements for the financial years 2027, 2028 and 2029, respectively, are available.

If the maximum level determined by the Board of Directors is reached or exceeded, the allocation will amount to (and not exceed) the maximum level of 100 percent of the Performance Share Awards related to the performance condition for the Vimian group’s adjusted EBITA in the financial year 2027, 2028 and 2029, respectively. If the performance outcome is below the maximum level determined by the Board of Directors but exceeds the minimum level, allocation of shares will be made on a linear pro rata basis. No award for the performance condition will be made if the outcome is at or below the minimum level.

Performance conditions relating to Vimian group revenues
30 percent of the Performance Share Awards granted to a participant will be conditional upon the fulfilment of a performance condition relating to the Vimian group’s revenue during the financial year 2027 for LTIP 2025/2028, 2028 for LTIP 2026/2029, and 2029 for LTIP 2027/2030, respectively. The performance condition relating to the Vimian group’s revenue during the financial year 2027, 2028 and 2029, respectively, determined by the Board of Directors will specify a minimum level and a maximum level. The target for the development of the Vimian group’s revenue is not published, due to stock market and competitive aspects. The Board of Directors will determine the outcome related to the performance condition for the Vimian group’s revenue for the financial years 2027, 2028 and 2029, respectively, once the audited financial statements for the financial years 2027, 2028 and 2029 are available.

If the maximum level determined by the Board of Directors is reached or exceeded, the allocation will amount to (and not exceed) the maximum level of 100 percent of the Performance Share Awards related to the performance condition for the Vimian group’s revenue in the financial year 2027, 2028 and 2029, respectively. If the performance outcome is below the maximum level determined by the Board of Directors but exceeds the minimum level, the allocation of shares will be made on a linear pro rata basis. No award for the performance condition will be made if the outcome is at or below the minimum level.

Performance Share Awards
In addition to the above, the following conditions shall apply to the Performance Share Awards:
• The Performance Share Awards will be granted free of charge as soon as practicable after the start of the respective LTIP provided that the participant has made a private investment through the acquisition of Investment Shares.

• The final date for the grant of the Performance Share Awards shall be 31 December 2025, 31 December 2026 and 31 December 2027, respectively.

• Each Performance Right entitles the participant to receive one (1) Performance Share free of charge after the end of the respective Vesting Period (with certain exceptions where the vesting date may be accelerated) provided that the performance conditions set out above are met and that the participant, , with certain exceptions, is still employed by the Vimian group and continues to hold his/her Investment Shares.

• In order to align the interests of the participants with those of the shareholders, Vimian will also compensate the participants for extraordinary dividends paid by increasing the number of Performance Shares to which the Performance Share Awards entitle after the respective Vesting Period.

Design and management
The Board of Directors shall be responsible for the detailed design and administration of the terms and conditions of LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030, respectively, within the terms and conditions and guidelines set out above, including provisions for recalculation in the event of an intermediate bonus issue, split, rights issue and/or other similar events.

The Board of Directors shall also be entitled to make adjustments to meet specific foreign regulations or market conditions in connection with the detailed design and management of the terms and conditions of each LTIP. In addition, the Board of Directors is given the right to cancel or adjust the programs in the event of a public takeover bid or similar event. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Vimian group or its business environment that would result in the adopted terms and conditions for each LTIP no longer fulfilling its purpose.

Breakdown
The participants are divided into different categories and in accordance with the above, LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 will allow Investment Shares to a maximum amount and maximum number as set out below to be allocated to the respective LTIP for each category and that each participant in the different categories shall be entitled to the number of Performance Share Awards per Investment Share set out below:

Total for all programs

Delivery of shares
To ensure delivery of shares under LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 and to enable the participants to acquire Investment Shares, the Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on the issue, repurchase of issued shares and transfer of own shares in accordance with items 18(b)-(k) below.

Scope and costs
The cost of LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 is estimated to amount to approximately SEK 54.4 million per program, excluding social security contributions, calculated in accordance with IFRS 2 on the basis of the following assumptions for each program: (i) share price of SEK 39.90 at the start of the program, (ii) share price of SEK 79.80 at the end of the program, (iii) threshold level of 112.5 percent for Class E1 2025, Class E1 2026 and Class E1 2027 shares, 122.5 percent for Class E2 2025, Class E2 2026 and Class E2 2027 shares and 133.1 percent for Class E3 2025, Class E3 2026 and Class E3 2027 shares, (iv) assumed volatility of 38.0 percent, (v) risk-free interest rate of 2.34 percent, (vi) duration of 3 years, and (vii) 50 percent vesting of all performance shares. The cost of social security contributions is estimated at approximately SEK 25.4 million per program, based on the assumptions above and that weighted social security contributions amount to 23.3 percent. Together with the IFRS 2 cost, the company’s total costs are estimated at approximately SEK 79.8 million per program. In addition to what is stated above, the costs for each LTIP have been calculated on the basis that each LTIP comprises a maximum of approximately 80 participants and that each participant utilizes the maximum investment.

For all three programs, the company’s total costs, based on the assumptions above, are estimated to approximately SEK 239.4 million, of which approximately SEK 163.3 million relates to IFRS 2 costs and SEK 76.1 million relates to social security contributions.

Effects on key performance indicators and dilution
At a maximum allocation of 2,728,556 Performance Shares per program, and provided that hedging measures in accordance with items 18(b)-(k) below are approved by the Annual General Meeting, a maximum of 3,364,559 shares will be issued per program.

For all three programs, this entails a maximum allocation of 8,185,668 Performance Shares and with hedging measures a total of 10,093,491 Performance Shares. This implies a total dilution effect for all programs of approximately 1.87 percent of the number of shares and 1.89 percent of the share of votes in Vimian.

Furthermore, each LTIP includes allotment of a maximum of 1,720,149 Investment Shares per program, or 5,160,447 Investment Shares for all programs, to be acquired by the participants at market value at the time of transfer, which shall be determined by an independent valuation institute using the Black & Scholes valuation model based on market conditions at the time of transfer. This entails a maximum dilution effect of approximately 0.96 percent of the number of shares and 0.97 percent of the voting rights in the company. This is provided that hedging measures in accordance with items 18(b)-(k) are approved by the Annual General Meeting.

Taking into account shares that may be issued under previously implemented incentive programs in the form of warrant and employee stock option programs in Vimian and under the incentive programs proposed to the Annual General Meeting, the maximum dilution effect is approximately 4.72 percent. LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 are expected to have a marginal impact on Vimian’s key ratios.

The purpose of the proposal
The purpose of LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 is to create conditions for attracting, motivating and retaining competent employees within the Vimian group and to strengthen the common interests between the employees’, the shareholders’ and the company’s objectives and to increase the motivation to reach and exceed the company’s financial targets.

The programs have been designed on the basis that it is desirable that key persons within the Vimian group are shareholders in the company. Participation in each LTIP requires the participant to have made a private investment through the acquisition of Investment Shares. By offering an allocation of Performance Share Awards based on the fulfilment of established performance-based conditions, participants are rewarded for increased shareholder value. The programs also reward employees’ continued loyalty and thereby the long-term value growth of Vimian. In light of this, the Board of Directors considers that the adoption of LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 will have a positive effect on the future development of the Vimian group and will consequently be beneficial for both the company and its shareholders.

Preparation of the matter
The terms of LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 have been prepared by the Board of Directors of the company. The Board of Directors has subsequently resolved to submit this proposal to the Annual General Meeting. Apart from the employees who have prepared the matter in accordance with instructions from the Board of Directors, no employee who may be included in the program has participated in the preparation of the terms and conditions.

Other share-based incentive programs, etc.
Other than the incentive programs proposed to be adopted at the Annual General Meeting and the warrant and employee stock option programs adopted at the Annual General Meeting s 2022, 2023 and 2024, there are no outstanding share-related incentive programs in the company.

Authorization for the Board of Directors to resolve on a rights issue of Class E1 2025 shares, repurchase of issued Class E1 2025 shares and transfer of Class E1 2025 shares to participants in LTIP 2025/2028 (item 18(b))
All resolutions under item 18(b)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(b)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E1 2025 shares (item 18(b)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E1 2025 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2025/2028 to acquire Investment Shares for participation in LTIP 2025/2028.

Authorization for the Board of Directors to resolve on repurchase of own Class E1 2025 shares (item 18(b)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E1 2025 shares. The repurchase may only take place through an offer directed to all shareholders of Class E1 2025 shares and shall comprise all outstanding Class E1 2025 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E1 2025 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2025/2028 to acquire Investment Shares for participation in LTIP 2025/2028.

Resolution on the transfer of own Class E1 2025 shares (item 18(b)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E1 2025 shares acquired by the company pursuant to the authorization to repurchase Class E1 2025 shares in accordance with item 18(b)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2025/2028. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E1 2025 shares be transferred to employees in the Vimian group. Class E1 2025 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E2 2025 shares, repurchase of issued Class E2 2025 shares and transfer of Class E2 2025 shares to participants in LTIP 2025/2028 (item 18(c))
All resolutions under item 18(c)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(c)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E2 2025 shares (item 18(c)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E2 2025 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2025/2028 to acquire Investment Shares for participation in LTIP 2025/2028.

Authorization for the Board of Directors to resolve on repurchase of own Class E2 2025 shares (item 18(c)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E2 2025 shares. The repurchase may only take place through an offer directed to all shareholders of Class E2 2025 shares and shall comprise all outstanding Class E2 2025 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E2 2025 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2025/2028 to acquire Investment Shares for participation in LTIP 2025/2028.

Resolution on the transfer of own Class E2 2025 shares (item 18(c)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E2 2025 shares acquired by the company pursuant to the authorization to repurchase Class E2 2025 shares in accordance with item 18(c)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2025/2028. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E2 2025 shares be transferred to employees in the Vimian group. Class E2 2025 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E3 2025 shares, repurchase of issued Class E3 2025 shares and transfer of Class E3 2025 shares to participants in LTIP 2025/2028 (item 18(d))
All resolutions under item 18(d)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(d)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E3 2025 shares (item 18(d)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E3 2025 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2025/2028 to acquire Investment Shares for participation in LTIP 2025/2028.

Authorization for the Board of Directors to resolve on repurchase of own Class E3 2025 shares (item 18(d)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E3 2025 shares. The repurchase may only take place through an offer directed to all shareholders of Class E3 2025 shares and shall comprise all outstanding Class E3 2025 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E3 2025 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2025/2028 to acquire Investment Shares for participation in LTIP 2025/2028.

Resolution on the transfer of own Class E3 2025 shares (item 18(d)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E3 2025 shares acquired by the company pursuant to the authorization to repurchase Class E3 2025 shares in accordance with item 18(d)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2025/2028. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E3 2025 shares be transferred to employees in the Vimian group. Class E3 2025 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E1 2026 shares, repurchase of issued Class E1 2026 shares and transfer of Class E1 2026 shares to participants in LTIP 2026/2029 (item 18(e))
All resolutions under item 18(e)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(e)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E1 2026 shares (item 18(e)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E1 2026 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Authorization for the Board of Directors to resolve on repurchase of own Class E1 2026 shares (item 18(e)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E1 2026 shares. The repurchase may only take place through an offer directed to all shareholders of Class E1 2026 shares and shall comprise all outstanding Class E1 2026 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E1 2026 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Resolution on the transfer of own Class E1 2026 shares (item 18(e)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E1 2026 shares acquired by the company pursuant to the authorization to repurchase Class E1 2026 shares in accordance with item 18(e)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2026/2029. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E1 2026 shares be transferred to employees in the Vimian group. Class E1 2026 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E2 2026 shares, repurchase of issued Class E2 2026 shares and transfer of Class E2 2026 shares to participants in LTIP 2026/2029 (item 18(f))
All resolutions under item 18(f)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(f)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E2 2026 shares (item 18(f)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E2 2026 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Authorization for the Board of Directors to resolve on repurchase of own Class E2 2026 shares (item 18(f)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E2 2026 shares. The repurchase may only take place through an offer directed to all shareholders of Class E2 2026 shares and shall comprise all outstanding Class E2 2026 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E2 2026 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Resolution on the transfer of own Class E2 2026 shares (item 18(f)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E2 2026 shares acquired by the company pursuant to the authorization to repurchase Class E2 2026 shares in accordance with item 18(f)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2026/2029. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E2 2026 shares be transferred to employees in the Vimian group. Class E2 2026 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E3 2026 shares, repurchase of issued Class E3 2026 shares and transfer of Class E3 2026 shares to participants in LTIP 2026/2029 (item 18(g))
All resolutions under item 18(g)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(g)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E3 2026 shares (item 18(g)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E3 2026 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Authorization for the Board of Directors to resolve on repurchase of own Class E3 2026 shares (item 18(g)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E3 2026 shares. The repurchase may only take place through an offer directed to all shareholders of Class E3 2026 shares and shall comprise all outstanding Class E3 2026 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E3 2026 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Resolution on the transfer of own Class E3 2026 shares (item 18(g)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E3 2026 shares acquired by the company pursuant to the authorization to repurchase Class E3 2026 shares in accordance with item 18(g)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2026/2029. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E3 2026 shares be transferred to employees in the Vimian group. Class E3 2026 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E1 2027 shares, repurchase of issued Class E1 2027 shares and transfer of Class E1 2027 shares to participants in LTIP 2027/2030 (item 18(h))
All resolutions under item 18(h)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(h)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E1 2027 shares (item 18(h)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E1 2027 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2027/2030 to acquire Investment Shares for participation in LTIP 2027/2030.

Authorization for the Board of Directors to resolve on repurchase of own Class E1 2027 shares (item 18(h)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E1 2027 shares. The repurchase may only take place through an offer directed to all shareholders of Class E1 2027 shares and shall comprise all outstanding Class E1 2027 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E1 2027 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2027/2030 to acquire Investment Shares for participation in LTIP 2027/2030.

Resolution on the transfer of own Class E1 2027 shares (item 18(h)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E1 2027 shares acquired by the company pursuant to the authorization to repurchase Class E1 2027 shares in accordance with item 18(h)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2027/2030. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E1 2027 shares be transferred to employees in the Vimian group. Class E1 2027 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E2 2027 shares, repurchase of issued Class E2 2027 shares and transfer of Class E2 2027 shares to participants in LTIP 2027/2030 (item 18(i))
All resolutions under item 18(i)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(i)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E2 2027 shares (item 18(i)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E2 2027 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2027/2030 to acquire Investment Shares for participation in LTIP 2027/2030.

Authorization for the Board of Directors to resolve on repurchase of own Class E2 2027 shares (item 18(i)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E2 2027 shares. The repurchase may only take place through an offer directed to all shareholders of Class E2 2027 shares and shall comprise all outstanding Class E2 2027 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E2 2027 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2027/2030 to acquire Investment Shares for participation in LTIP 2027/2030.

Resolution on the transfer of own Class E2 2027 shares (item 18(i)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E2 2027 shares acquired by the company pursuant to the authorization to repurchase Class E2 2027 shares in accordance with item 18(i)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2027/2030. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E2 2027 shares be transferred to employees in the Vimian group. Class E2 2027 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class E3 2027 shares, repurchase of issued Class E3 2027 shares and transfer of Class E3 2027 shares to participants in LTIP 2027/2030 (item 18(j))
All resolutions under item 18(j)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(j)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class E3 2027 shares (item 18(j)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 956.205818 by issuing not more than 573,383 Class E3 2027 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2027/2030 to acquire Investment Shares for participation in LTIP 2027/2030.

Authorization for the Board of Directors to resolve on repurchase of own Class E3 2027 shares (item 18(j)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E3 2027 shares. The repurchase may only take place through an offer directed to all shareholders of Class E3 2027 shares and shall comprise all outstanding Class E3 2027 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E3 2027 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP 2027/2030 to acquire Investment Shares for participation in LTIP 2027/2030.

Resolution on the transfer of own Class E3 2027 shares (item 18(j)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 573,383 Class E3 2027 shares acquired by the company pursuant to the authorization to repurchase Class E3 2027 shares in accordance with item 18(j)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2027/2030. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 573,383 Class E3 2027 shares be transferred to employees in the Vimian group. Class E3 2027 shares shall be transferred at market value at the time of transfer, which shall be determined by independent valuation institutes using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorization for the Board of Directors to resolve on a rights issue of Class D shares, repurchase of issued Class D shares and transfer of ordinary shares to participants in LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 (item 18(k))
All resolutions under item 18(k)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(k)(i)-(iii) are therefore proposed to be approved as one.

Authorization for the Board of Directors to resolve on the issue of Class D shares (item 18(k)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by a maximum of 16,832.474669 SEK by issuing a maximum of 10,093,491 D-shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights in connection with the issue is to ensure delivery of shares under LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030 and to cover any social security costs and compensation for extraordinary dividends in connection with LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030.

Authorization for the Board of Directors to resolve on the repurchase of own Class D shares (item 18(k)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class D shares. Repurchases may only be made through an offer directed to all holders of Class D shares and shall comprise all outstanding Class D shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class D shares shall be made in cash. The purpose of the proposed repurchase authorization is to ensure the delivery of shares and to cover any social security costs and compensation for extraordinary dividends in connection with LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030.

Resolution on transfer of own ordinary shares (item 18(k)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 10,093,491 Class D shares acquired by the company pursuant to the authorization to repurchase Class D shares in accordance with item 18(k)(ii) above may, after reclassification into ordinary shares, be transferred free of charge to the participants in LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030, respectively, in accordance with the resolved terms and conditions, and be transferred to cover any social security costs in connection with LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030, respectively.

The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 10,093,491 ordinary shares shall be transferable to participants in accordance with the terms and conditions of LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030, respectively, and shall be transferable on Nasdaq Stockholm, including through a financial intermediary, at a price within the registered price interval at any given time to cover any social security contributions in accordance with the terms and conditions of LTIP 2025/2028, LTIP 2026/2029 and LTIP 2027/2030, respectively. The number of shares that may be transferred is subject to recalculation because of an intermediate bonus issue, split, rights issue and/or other similar events.

Special majority requirements
A resolution in accordance with the proposal in item 15, 16, 17, 18(b)(i)-(ii), 18(c)(i)-(ii), 18(d)(i)-(ii), 18(e)(i)-(ii), 18(f)(i)-(ii), 18(g)(i)-(ii), 18(h)(i)-(ii), 18(i)(i)-(ii), 18(j)(i)-(ii) and 18(k)(i)-(ii) above shall only be valid where supported by not less than two-thirds (2/3) of both votes cast and the shares represented at the Annual General Meeting. A resolution in accordance with the proposal in item 18(b)(iii), 18(c)(iii), 18(d)(iii), 18(e)(iii), 18(f)(iii), 18(g)(iii), 18(h)(iii), 18(i)(iii), 18(j)(iii) and 18(k)(iii) above shall only be valid where supported by not less than nine-tenths (9/10) of both votes cast and the shares represented at the Annual General Meeting.

Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Vimian Group AB, Riddargatan 19, SE-114 57 Stockholm, Sweden or via e-mail to generalmeetings@vimian.com.

Number of shares and votes
As of the date of this notice, there are 523,891,072 shares outstanding in Vimian, corresponding to 518,494,673.8 votes, of which 517,895,074 are ordinary shares entitled to one vote per share and 5,995,998 are class C shares entitled to one-tenth vote per share. As of the date of this notice, the company holds no own shares.

Authorisation
The CEO shall be authorised to make such minor adjustments to the resolutions of the Annual General Meeting that may be necessary in connection with the registration thereof.

Documentation etc.
The annual report and all other documentation for resolutions are available at the company’s office at Riddargatan 19, SE-114 57 Stockholm, Sweden, and on the company’s website www.vimian.com, no later than three weeks before the Annual General Meeting. Moreover, the nomination committee’s motivated statement is available at the company’s above address, as well as on www.vimian.com, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

If you have questions regarding our processing of your personal data, you can contact us by emailing privacy@vimian.com. Vimian Group AB (publ) has company registration number 559234-8923 and the board’s registered office is in Stockholm.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Stockholm March 2025
Vimian Group AB (publ)
The Board of Directors