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

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

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

Participation in the Extraordinary General Meeting at the venue

A shareholder who wishes to participate in the Extraordinary 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 2 June 2025, and (ii) no later than 4 June 2025 give notice by post to ”Extra bolagsstämma”, 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 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 10 June 2025.

Participation by postal voting

A shareholder who wishes to participate in the 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 2 June 2025, and (ii) give notice no later than 4 June 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 Extraordinary 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 Extraordinary 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 ”Extra bolagsstämma”, 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 4 June 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 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 General Meeting or otherwise withdraws its casted postal vote. If the shareholder chooses to participate in a voting at the 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 Extraordinary 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 2 June 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 4 June 2025 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the General Meeting.

2. Election of chairperson of the 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 General Meeting has been duly convened.

7. Proposal regarding adoption of new Articles of Association.

8. 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 D shares, repurchase of issued Class D shares and transfer of ordinary shares.

9. Proposal regarding adoption of new guidelines for remuneration to senior executives.

10. Closing of the General Meeting.

Proposed resolutions

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

Proposal regarding adoption of new Articles of Association (item 7)
In order to enable an efficient way to secure the delivery of shares under the proposed performance-based share program under item 8 and to introduce a class of shares that can serve as investment shares in Vimian’s long-term incentive program, the Board of Directors proposes that the General Meeting resolves to amend § 4 of the Articles of Association by introducing four new classes of shares, Class D, Class E1 2025, Class E2 2025 and Class E3 2025. In addition, the updated § 4 enables reclassification of shares of Class D, Class E1 2025, Class E2 2025 and Class E3 2025 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 and Class E3 2025 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 and Class E3 2025 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 and Class E3 2025 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 and Class E3 2025 shares is a prerequisite for participation in the long-term incentive program proposed by the Board of Directors as set out in item 8 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 8 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).

Proposal regarding adoption of a long-term performance-based share program (item 8)
The Board of Directors proposes that the 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[4] in the Vimian group in accordance with the below.

The resolution under item 8(a) shall be conditional upon i) the General Meeting resolving on hedging measures in relation to the incentive program in accordance with the Board of Directors’ proposal under items 8(b)-(e) below and that ii) the General Meeting resolves in accordance with the Board of Directors’ proposal pursuant to item 7 above regarding adoption of new Articles of Association.

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

Adoption of long-term performance-based share program (item 8(a))
The program in summary
The Board of Directors proposes that the General Meeting resolves to adopt a long-term performance-based share program (”LTIP 2025/2028”). LTIP 2025/2028 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 will be required to invest in Vimian by investing in Class E1 2025 shares, Class E2 2025 shares and Class E3 2025 shares 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 LTIP 2025/2028, 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 and Class E3 2025 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 and Class E3 2025 shares is dependent on the share price at a predetermined time, as further defined in the Articles of Association under item 7 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 and Class E3 2025 shares does 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 LTIP 2025/2028 is further described below. For each Investment Share held under LTIP 2025/2028, 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 LTIP 2025/2028 for the respective participant up to and including the date of publication of the company’s interim report for the first quarter 2028 (the ”Vesting Period”) remains in his or her employment within the Vimian group. LTIP 2025/2028 shall be implemented as soon as practicable after the General Meetings resolution to adopt LTIP 2025/2028. The final date for allocation of the Performance Share Rights under LTIP 2025/2028 shall be 31 December 2025. Newly hired key employees of the Vimian group may be invited to participate in LTIP 2025/2028 until 31 December 2025.

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[5] for the financial year 2027 and (ii) the Vimian group’s revenue during the financial year 2027. Information on the outcome of the performance conditions will be provided no later than in the remuneration report for the financial year 2027. The Performance Shares will vest after the end of the Vesting Period.

[5] 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 per cent 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. The performance condition for the Vimian group’s adjusted EBITA for the financial year 2027, 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 year 2027 when the audited financial statements for the financial year 2027 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 per cent of the Performance Share Awards related to the performance condition for the Vimian group’s adjusted EBITA in the financial year 2027. 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 per cent 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. The performance condition relating to the Vimian group’s revenue during the financial year 2027, 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 year 2027 once the audited financial statements for the financial year 2027 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 per cent of the Performance Share Awards related to the performance condition for the Vimian group’s revenue in the financial year 2027. 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 LTIP 2025/2028 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.

• Each Performance Right entitles the participant to receive one (1) Performance Share free of charge after the end of the 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 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, 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 LTIP 2025/2028. In addition, the Board of Directors is given the right to cancel or adjust the program 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 LTIP 2025/2028 no longer fulfilling its purpose.

Breakdown
The participants are divided into different categories and in accordance with the above, LTIP 2025/2028 allow Investment Shares to a maximum amount and maximum number as set out below to be allocated to LTIP 2025/2028 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:

Delivery of shares
To ensure delivery of shares under LTIP 2025/2028 and to enable the participants to acquire Investment Shares, the Board of Directors proposes that the 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 8(b)-(e) below.

Scope and costs
LTIP 2025/2028 will be reported in accordance with IFRS 2, which entails that the Performance Share Awards shall be expensed as a non-cash personnel expense over the term of LTIP 2025/2028.

Considering that the Investment Shares will be transferred at an estimated market value, the transfer of Investment Shares is not expected to entail any costs other than certain minor costs for preparation and administration.

The cost of LTIP 2025/2028 is estimated to amount to approximately SEK 55.6 million, excluding social security contributions, calculated in accordance with IFRS 2 on the basis of the following assumptions: (i) share price of SEK 37.42 at the start of the program, (ii) share price of SEK 74.84 at the end of the program, (iii) threshold level of 112.5 per cent for Class E1 2025, 122.5 per cent for Class E2 2025 and 133.1 per cent for Class E3 2025 shares, (iv) assumed volatility of 38.0 per cent, (v) risk-free interest rate of 1.91 per cent, (vi) duration of 3 years, and (vii) 50 per cent vesting of all performance shares. The cost of social security contributions is estimated at approximately SEK 25.9 million, based on the assumptions above and that weighted social security contributions amount to 23.3 per cent. Together with the IFRS 2 cost, the company’s total costs are estimated at approximately SEK 81.5 million for LTIP 2025/2028. In addition to what is stated above, the costs for LTIP 2025/2028 have been calculated on the basis that LTIP 2025/2028 comprises a maximum of approximately 80 participants and that each participant utilizes the maximum investment.

Effects on key performance indicators and dilution
At a maximum allocation of 2,970,459 Performance Shares, and provided that hedging measures in accordance with items 8(b)-(e) below are approved by the General Meeting, a maximum of 3,662,780 shares will be issued.

Furthermore, LTIP 2025/2028 includes allotment of a maximum of 1,872,678 Investment Shares 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 1.05 per cent of the number of shares and 1.06 per cent of the voting rights in the company. This is provided that hedging measures in accordance with items 8(b)-(e) are approved by the General Meeting.

The table below shows the number of E shares that can be converted into ordinary shares given the specified examples of share prices at the end of the program.

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 program proposed to the General Meeting, the maximum dilution effect is approximately 3.0 per cent. LTIP 2025/2028 is expected to have a marginal impact on Vimian’s key ratios.

The purpose of the proposal
The purpose of LTIP 2025/2028 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.

LTIP 2025/2028 has been designed on the basis that it is desirable that key persons within the Vimian group are shareholders in the company. Participation in LTIP 2025/2028 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. LTIP 2025/2028 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 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 has been prepared by the Board of Directors of the company. The Board of Directors has subsequently resolved to submit this proposal to the 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 program proposed to be adopted at the General Meeting and the warrant and employee stock option programs adopted at the Annual General Meetings 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 8(b))
All resolutions under item 8(b)(i)-(iii) are proposed to be conditional upon i) the Extraordinary General Meeting resolving in accordance with the Board of Directors’ proposal under item 7 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 8(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 8(b)(i))
The Board of Directors proposes that the Extraordinary 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 1,040.994472 by issuing not more than 624,226 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 8(b)(ii))
The Board of Directors proposes that the 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 8(b)(iii))
The Board of Directors proposes that the General Meeting resolves that 624,226 Class E1 2025 shares acquired by the company pursuant to the authorization to repurchase Class E1 2025 shares in accordance with item 8(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 General Meeting resolves that a maximum of 624,226 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 8(c))
All resolutions under item 8(c)(i)-(iii) are proposed to be conditional upon i) the General Meeting resolving in accordance with the Board of Directors’ proposal under item 7 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 8(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 8(c)(i))
The Board of Directors proposes that the 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 1,040.994472 by issuing not more than 624,226 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 8(c)(ii))
The Board of Directors proposes that the 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 8(c)(iii))
The Board of Directors proposes that the Extraordinary General Meeting resolves that 624,226 Class E2 2025 shares acquired by the company pursuant to the authorization to repurchase Class E2 2025 shares in accordance with item 8(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 Extraordinary General Meeting resolves that a maximum of 624,226 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 8(d))
All resolutions under item 8(d)(i)-(iii) are proposed to be conditional upon i) the Extraordinary General Meeting resolving in accordance with the Board of Directors’ proposal under item 7 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 8(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 8(d)(i))
The Board of Directors proposes that the Extraordinary 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 1,040.994472 by issuing not more than 624,226 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 8(d)(ii))
The Board of Directors proposes that the 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 8(d)(iii))
The Board of Directors proposes that the General Meeting resolves that 624,226 Class E3 2025 shares acquired by the company pursuant to the authorization to repurchase Class E3 2025 shares in accordance with item 8(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 General Meeting resolves that a maximum of 624,226 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 D shares, repurchase of issued Class D shares and transfer of ordinary shares to participants in LTIP 2025/2028 (item 8(e))
All resolutions under item 8(e)(i)-(iii) are proposed to be conditional upon i) the Extraordinary General Meeting resolving in accordance with the Board of Directors’ proposal under item 7 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 8(e)(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 8(e)(i))
The Board of Directors proposes that the 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 6,108.258438 SEK by issuing a maximum of 3,662,780 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 and to cover any social security costs and compensation for extraordinary dividends in connection with LTIP 2025/2028.

Authorization for the Board of Directors to resolve on the repurchase of own Class D shares (item 8(e)(ii))
The Board of Directors proposes that the 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.

Resolution on transfer of own ordinary shares (item 8(e)(iii))
The Board of Directors proposes that the General Meeting resolves that 3,662,780 Class D shares acquired by the company pursuant to the authorization to repurchase Class D shares in accordance with item 8(e)(ii) above may, after reclassification into ordinary shares, be transferred free of charge to the participants in LTIP 2025/2028, in accordance with the resolved terms and conditions, and be transferred to cover any social security costs in connection with LTIP 2025/2028.

The Board of Directors therefore proposes that the Extraordinary General Meeting resolves that a maximum of 3,662,780 ordinary shares shall be transferable to participants in accordance with the terms and conditions of LTIP 2025/2028 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. 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.

Proposal for adoption of new guidelines for remuneration to senior executives (item 9)
The Board of Directors proposes the following guidelines for remuneration to senior executives.

Scope
These guidelines apply to the CEO and Group management. Within the scope of these guidelines, members of the Board of Directors elected by the Annual General Meeting are also included to the extent that such members perform services within their respective areas of expertise outside their Board assignments. The remuneration guidelines do not include remuneration decided or approved by the General Meeting. The remuneration guidelines are forward-looking, i.e., the remuneration guidelines shall apply to remuneration agreed upon and changes made to remuneration already agreed upon after the remuneration guidelines have been adopted by the General Meeting. Regarding employment conditions which are governed by rules and regulations other than Swedish rules and regulations, as far as pension benefits and other benefits are concerned, adjustments shall be made to enforce and uphold such mandatory rules or local practice. The overall purpose of the remuneration guidelines shall, to the extent possible, be met.

Guidelines for promoting the company’s business strategy, long-term interests, and sustainability

In order for Vimian Group to be able to successfully implement the company’s business strategy and safeguarding the company’s long-term interests, including its sustainability, the remuneration of senior executives and employees of the Vimian Group must, in both the short and long term, reflect the individual’s performance, behaviour, and his/her responsibilities. Furthermore, the remuneration should be competitive, and market based in order to attract and retain key individuals. When assessing the CEO’s and Group management’s performance, in relation to a number of predetermined well-defined goals (both individual, department-wise and for the Group), Vimian Group applies a structured process in order to correctly assess their performance. Decisions on the payment of compensation should only be made based on the remuneration guidelines set out in the policies and instructions. No factors such as race, gender, age, sexual preference, or religious or ethnic affiliation are allowed.

The remuneration to senior executives normally consists of;
• Fixed-base salary
• Short-term variable remuneration paid in cash
• The opportunity to participate in long-term incentive plans, and
• Pension and other customary benefits

The fixed base salary shall consist of a fixed annual cash salary corresponding to remuneration for the role and position. Size of compensation is affected by: the complexity of work, responsibility, performance, local market conditions, and the way it contributes to achieving the business objectives. Since the fixed salary should reflect the position and the performance of the executive in question, it is individual and differentiated.

The annual variable remuneration shall be measured during a calendar year and be conditional upon the fulfilment of predefined and measurable objectives, whereby profitability and sales development or other financial objectives such as cash flow, capital tied up or similar are weighted between 0-80 per cent and sustainability development objectives with 10-20 per cent. Set personal objectives may correspond to a maximum of 50 per cent. The annual variable remuneration shall amount to a maximum of 100 per cent of the annual fixed salary for the CEO and 75 per cent for the other executives.

The terms and conditions for variable remuneration shall be designed so that the Board of Directors may choose, under exceptional economic circumstances, to limit or refrain from payment of variable remuneration if such a measure is considered reasonable.

Additional variable cash compensation may be payable in exceptional circumstances, provided that such extraordinary arrangements are time-limited and made only at the individual level either for the purpose of recruiting or retaining executives, or as compensation for extraordinary work in addition to the person’s regular duties.

Long-term incentive plans

In accordance with separate resolutions proposed the Board of Directors and resolved at the General Meeting, long-term share-based incentive schemes are established in the company. These schemes are excluded from these guidelines. The purpose of the share-based incentive schemes is, among other things, to stimulate a sustainable and favourable value development of Vimian Group’s share that will benefit the shareholders. The basis of the incentive schemes is the company’s strategic plan and sustainable development and constitute an incentive to fulfil the growth objectives that the company stipulated in its strategic plan.

Pension and other benefits

Pension and other customary benefits are intended to ensure senior executives and employees a suitable standard of living after retirement and personal insurance during the period of employment. Pension benefits, including health insurance, must be defined contribution for the CEO and the premiums must not exceed 35 per cent of the fixed annual salary. The restriction for other members of Group management means that pension benefits are covered by defined contribution pension in accordance with company’s policy from time to time but not exceeding typical pension arrangements in respective jurisdiction. Variable salary shall not be pension- based if not compulsory from collective agreement or employment law provisions applicable to the executive (applies to Sweden and defined contribution pension).

Other benefits may include, among other things, life insurance, medical insurance (Sw: sjukvårdsförsäkring), company car and fuel benefit. Such benefits may amount to a maximum of 15 per cent of the annual fixed salary.

Termination and severance pay

The notice period för senior executives is generally three (3) to six (6) months, and in exceptional cases twelve (12) months, during which time the payment of salary will continue. In exceptional cases, senior executives may have shorter notice periods due to applicable law or local practice.

Employees’ notice of termination shall follow local laws or collective agreements, where applicable. Severance pay shall not exceed the equivalent of the period of employment of employees. Compensation for any possible obligation in regards of restriction of competition may in certain exceptional cases be paid. The remuneration shall in such cases compensate for loss of income, if any, and shall only be paid during the time for which the senior executives lack the right to severance pay. Not more than 60 per cent of the fixed salary at the time of termination, unless otherwise provided by mandatory collective bargaining provisions, shall be payable during the period subject to the obligation on restriction of competition. In any case, this may only be applied for a maximum of 18 months after termination of employment.

Remuneration to board members

In special cases, members of the board elected by the General Meeting, shall be able to be remunerated for services within their respective area of expertise, which does not constitute work for the Board of Directors, for a limited time. For these services (including services performed by a board member’s wholly owned company), a market-based fee shall be paid, provided that such services contribute to the implementation of the business strategy and the safeguarding of the company’s long-term interests, including its sustainability. Such consultant fees may never exceed the annual board fees for each board member.

Salary and terms of employment for employees

When preparing the board of director’s proposal for these remuneration guidelines, salaries and terms of employment for the company’s employees have been taken into account in so far that information on employees’ total remuneration, the components of the remuneration and the rate of increase and increase over time has been part of the remuneration committee’s and the board of director’s basis for decision when evaluating the reasonableness of the remuneration guidelines and the limitations these result in.

Preparation and decision-making process

The Board of Directors has established a Remuneration Committee. The Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every four years and submit it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the Group Management, the application of the remuneration guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the Remuneration Committee are independent of the company and its management. The CEO and other members of the Group Management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Deviation from the remuneration guidelines

The Board of Directors may decide to deviate from the remuneration guidelines, in whole or in part, if in a specific case there are special reasons for it and a deviation is necessary in order to meet the company’s long- term interests, including its sustainability, or to ensure the company’s financial viability. As stated above, it is part of the remuneration committee’s tasks to prepare the board of director’s decision on remuneration issues, which includes decisions on if to deviate from the remuneration guidelines.

Description of significant changes to the remuneration guidelines
The remuneration guidelines are in all material aspects consistent with the previously applicable guidelines but have been adjusted to clarify that incentive programs may be adopted not only by the Annual General Meeting, but also by an Extraordinary General Meeting, and to clarify that the notice period for certain senior executives may differ from the general notice period of three to six months, due to local laws and practices.

Special majority requirements
A resolution in accordance with the proposal in item 7, 8(b)(i)-(ii), 8(c)(i)-(ii), 8(d)(i)-(ii) and 8(e)(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 Extraordinary General Meeting. A resolution in accordance with the proposal in item 8(b)(iii), 8(c)(iii), 8(d)(iii) and 8(e)(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 Extraordinary General Meeting.

Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Extraordinary 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.

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

Documentation etc.
The complete proposals and other documentation that shall be made available prior to the General Meeting will be 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 Extraordinary General Meeting. 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, May 2025
Vimian Group AB (publ)
The Board of Directors