Apotea

Right to attend and notification

Shareholders who wish to attend the Annual General Meeting must:

• be entered in the share register maintained by Euroclear Sweden AB no later than Tuesday 20 May 2025; and
• notify the Company of their participation no later than Thursday 22 May 2025.

Notice shall be made according to one of the following options:

• on Euroclear Sweden AB’s website via the following link: https://anmalan.vpc.se/euroclearproxy?sprak=1;
• by phone at 08 - 402 90 97 on weekdays between 09.00 and 16.00; or
• in writing by regular mail to Apotea AB “AGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by email to GeneralMeetingService@euroclear.com.

The notification shall include name, personal identity no or corporate registration no, address, telephone number, e-mail address and, when applicable, information about representatives, proxies, and assistants (no more than 2). When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

In addition to the option to physically attend the general meeting, shareholders are given the opportunity to exercise their voting rights through advance voting (postal voting). Shareholders who wish to exercise their right to advance voting (postal voting) shall do so in accordance with the instructions under the heading “postal voting” below.

Nominee shares

In order to be entitled to attend the Annual General Meeting, a shareholder who has registered their shares in the name of a nominee must, in addition to notify their attendance at the meeting, register the shares in their own name so that the shareholder is recorded in the extract from the share register as of the record date on 20 May 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures, within the timeframe specified by the nominee. Voting registrations made by nominees no later than 22 May 2025, will be taken into account when producing the share register.

Proxy etc.

If shareholders are represented by a proxy, the proxy must have a written, dated, and signed (by the shareholder) power of attorney for the general meeting. The power of attorney may not be older than one (1) year, unless a longer validity period is specifically stated in the power of attorney, which may not exceed five (5) years from issuance. If the power of attorney is issued by a legal entity, the proxy shall bring a registration certificate or equivalent certificate of authority for the legal entity to the general meeting. To facilitate the process, a copy of the power of attorney and other authorization documents should be attached to the notification of attendance to the general meeting.

Power of attorney forms will be available on the Company's website, https://ir.apotea.se/gov, at least three (3) weeks before the general meeting.

Postal voting

For postal voting, a specially designed form must be used, which is available on Euroclear Sweden AB's website at the following link: https://anmalan.vpc.se/euroclearproxy. The postal voting form serves as notification for the Annual General Meeting.

Postal voting is conducted by the participant exercising their voting rights by marking "yes," "no," or "abstain" on each item on the agenda in the special postal voting form. The terms and instructions for postal voting are outlined in the form. The completed and signed postal voting form should be sent by email to: GeneralMeetingService@euroclear.com or by signing with BankID according to the instructions at https://anmalan.vpc.se/euroclearproxy.

Shareholders who wish to participate in the general meeting through postal voting must submit their postal vote so that it is received by Euroclear Sweden AB no later than 22 May 2025.

If a shareholder votes by proxy through postal voting, a power of attorney form must be signed, dated, and attached to the postal voting form (see the section "proxy etc." above). If the shareholder is a legal entity, a registration certificate or equivalent authorization documents must be attached to the postal voting form. In the event that multiple completed postal voting forms are received from the same participant, only the form most recently received by Euroclear Sweden AB will be counted, provided it is received no later than 22 May 2025.

The postal vote must not be accompanied by special instructions or conditions. If this occurs, the vote (i.e., the postal voting) is invalid in its entirety.

Please note that shareholders who wish to vote by post must, just as with personal attendance, be registered in the Company's share register on Tuesday 20 May 2025 (and if the shares are registered in a nominee account, ensure that the shares are registered in their own name as stated above).

No of shares and votes

The number of outstanding shares in the Company at the time of this notice amounts to 105 265 254. The number of ordinary shares is 104 070 966 and the number of C-shares is 1 194 288. Ordinary shares shall entitle the holder to one (1) vote per ordinary share and C-shares entitle the holder to one-tenth (0,1) of a vote per C-share. The Company does not hold any own shares.

Proposed agenda:

1. Opening of the meeting and election of a chairman of the meeting;
2. Preparation and approval of the voting register;
3. Approval of the agenda;
4. Election of one or two persons to attest the minutes;
5. Determination of whether the meeting has been duly convened;
6. Presentation of the annual accounts and the auditor’s report as well as the consolidated accounts and consolidated audit report;
7. Resolution regarding
   (a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,
   (b) dispositions in respect of the Company’s profit or loss pursuant to the adopted balance sheet,
   (c) discharge from liability for the members of the board of directors and the managing director,
8. Establishment of the number of board members and auditors;
9. Establishment of fees to the board and auditors;
10. Election of board of directors and chairman of the board;
11. Election of auditor;
12. Resolution regarding principles for the appointment of the nomination committee ahead of the Annual General Meeting 2026;
13. Resolution regarding approval of the remuneration report;
14. Resolution regarding authorization for the board of directors to resolve on new issues of shares, convertibles and/or warrants;
15. Closing of the meeting.

THE NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS

The nomination committee, appointed in accordance with the principles for the nomination committee established at the extraordinary general meeting of the Company held on 11 November 2024, consists of Camilla Günesli (appointed by Laulima AB), Daniel Kristiansson (appointed by Alecta Tjänstepension Ömsesidigt), Björn Henriksson (appointed by Nordea Fonder), Christopher Beaven (appointed by WCM Investment Management), and the chairman of the board, Cecilia Qvist. The committee has presented the following proposals for resolutions regarding items 1 and 8 – 12 in accordance with the above agenda proposal.

Election of chairman of the meeting (item 1)

It is proposed that Dennis Lundquist from Qap Legal Advisors be appointed chairman of the meeting or, in the event of him being prevented, a person appointed by the board of directors.

Establishment of the number of board members and auditors (item 8)

The nomination committee proposes that the board of directors, for the period up until the next Annual General Meeting, shall consist of seven (7) directors without deputies and that the Company shall have one (1) auditor or one (1) audit firm without a deputy auditor.

Establishment of fees to the board and auditors (item 9)

The nomination committee proposes that the fees to the board of directors, for the period up until the next Annual General Meeting, shall be paid in a total amount of maximum SEK 3,121,875 (3,150,000), whereby SEK 725,000 (600,000) shall be paid to the chairman of the board and SEK 325,000 (300,000) to each of the other members of the board who are not employed by the Company.

Furthermore, it is proposed that (i) a fee of SEK 162,500 (150,000) shall be paid to the chairman of the board’s audit committee and SEK 81,250 (75,000) to each of the other members of the audit committee, and (ii) a fee of SEK 81,250 (75,000) shall be paid to the chairman of the board’s remuneration committee and SEK 40,625 (37,500) to each of the other members of the remuneration committee.

The nomination committee proposes that the auditor’s fee shall be paid by approved account.

Election of board of directors and chairman of the board (item 10)

The nomination committee proposes that, for the period up until the next Annual General Meeting, to re-elect Anders Eriksson, Joanna Hummel, Jonas Hagströmer, Monica Lindstedt, Per Schlingmann, Pär Svärdson and Cecilia Qvist as ordinary board members. Maria Curman and Henrik Forsberg Schoultz have declined re-election. Furthermore, it is proposed to re-elect Cecilia Qvist as chairman of the board.

For information on the board members proposed for re-election, please refer to the Company's website, https://ir.apotea.se/gov, as well as the Company's annual report for the financial year 2024.

Election of auditor (item 11)

The nomination committee proposes, for the period until the next Annual General Meeting, to re-elect the registered audit firm PricewaterhouseCoopers AB as the Company's auditor, which is in accordance with the audit committee's recommendation. It is noted that the authorized public accountant Tobias Holmer Stråhle will remain as the principal auditor in the event that the Annual General Meeting resolves in accordance with the nomination committee's proposal.

Resolution regarding principles for the appointment of the nomination committee ahead of the Annual General Meeting 2026 (item 12)

The nomination committee proposes that the Annual General Meeting resolves to adopt the following principles and instructions for the appointment of the nomination committee for the Annual General Meeting 2026:

The nomination committee shall be composed of representatives of the four largest shareholders in terms of voting rights based on shareholder statistics from Euroclear Sweden AB as of the last banking day of August each year and other reliable ownership information provided to the Company at the said time and the chairman of the board of directors. If one or more of the shareholders who have appointed representatives to the nomination committee earlier than three months before the annual general meeting are no longer among the four largest shareholders in terms of voting rights, the representatives appointed by these shareholders shall resign, and the shareholders who thereafter belong to the four largest shareholders in terms of voting rights may appoint their representatives. However, if only a marginal change of ownership has taken place or if the change occurs later than three months before the annual general meeting, there shall be no change in the composition of the nomination committee, unless there are special reasons. However, shareholders who have become one of the four largest shareholders as a result of a significant change in ownership later than three months before the meeting shall be entitled to appoint a representative who shall be entitled to take part in the work of the nomination committee and attend its meetings. If a member leaves the nomination committee before its work is completed and the nomination committee finds that there is a need for replacing this member, the nomination committee shall appoint a new member in accordance with the principles above, but based on shareholder statistics from Euroclear Sweden AB and other reliable shareholder information as soon as possible after the member has left his/her position. Changes in the composition of the nomination committee shall be announced immediately.

The chairman of the board of directors is instructed to contact the four largest shareholders in terms of voting rights and ask them to each appoint one member to the nomination committee. If any of these shareholders does not wish to appoint a member, other shareholders in order of size are asked to appoint a representative to the nomination committee. The chairman of the board of directors shall convene the first meeting of the nomination committee each year.

The chairman of the nomination committee shall, unless the members agree otherwise, be the member representing the largest shareholder in terms of votes. The chairman shall have a casting vote.

The names of the members of the nomination committee and the names of the shareholders they represent shall be published on the Company’s website no later than six months before the next annual general meeting.

The term of office of the appointed nomination committee shall run until the composition of the new nomination committee has been announced.

The nomination committee shall prepare and present proposals to the general meeting for the chairman of the annual general meeting, election of the chairman and other members of the Company’s board of directors, board remuneration divided between the chairman and other members and any remuneration for committee work, election and remuneration of the auditor and deputy auditor (where applicable) and decision on principles for the appointment of a new nomination committee (where applicable).

The nomination committee shall be entitled to charge the Company with costs for, for example, recruitment consultants and other costs required for the nomination committee to fulfil its assignment. No remuneration shall be paid for the work of the nomination committee.

THE BOARD OF DIRECTOR’S PROPOSED RESOLUTIONS

Allocation of result (item 7b)

The board of directors proposes that the Annual General Meeting resolves that no dividend shall be distributed for the financial year 2024 and that the Company’s results be appropriated in accordance with the board of director’s proposal in the annual report.

Resolution regarding approval of the remuneration report (item 13)

The board of directors proposes that the Annual General Meeting resolves to approve the board's report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act (2005:551) for the financial year 2024.

Further information and the complete remuneration report will be available on the Company's website, https://ir.apotea.se/gov.

Resolution regarding authorizing the board of directors to resolve to issue shares, convertibles and/or warrants (item 14)

The board of directors proposes that the annual general meeting resolves to authorize the board of directors at one or several occasions, and with or without deviation from the shareholders’ preferential rights, resolve on an increase of the Company’s share capital through a new issue of shares, convertibles and/or warrants, which entails the issue of or conversion to a number of shares corresponding to a maximum dilution of ten (10) percent of the share capital in the Company. Payment shall be made in cash, in kind, by set-off or otherwise in accordance with terms. The purpose of the authorization and the reason for any deviation from the shareholders’ preferential rights is that new issues shall be able to take place to meet the Company’s capital needs and secure the Company’s continued operations and development, as well as to carry out acquisitions. In the event of a deviation from the shareholders’ preferential right, the new issue shall be made on market terms, however, with the possibility of granting a market-based discount. The authorization shall be valid until the next Annual General Meeting of the Company. The board of directors, or a person appointed by the board of directors shall be authorized to make any adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Resolution in accordance with this proposal require support by shareholders holding not less than two-thirds (2/3) of both the shares voted and of the shares represented at the general meeting.

Information at the general meeting

Shareholders present at the general meeting has the right to request information on circumstances that could impact on the evaluation of an item on the agenda in accordance with Chapter 7 section 32 of the Swedish Companies Act (2005:551).

Availability of documents

The annual report and the auditor’s report will be available at the Company’s office, as well as on the Company’s website https://ir.apotea.se/finansiell-information/rapporter, no later than three (3) weeks prior to the Annual General Meeting.

Complete proposals for resolutions, to the extent they are not already included in the notice, and any other documents in accordance with the Swedish Companies Act (2005:551) will be available at the Company’s office, as well as on the Company’s website, https://ir.apotea.se/gov, no later than three (3) weeks prior to the Annual General Meeting.

Furthermore, the nomination committee’s motivated statement will be available at the Company’s office and on the Company’s website, https://ir.apotea.se/gov, no later than four (4) weeks prior to the Annual General Meeting.

Copies of the documents will be sent to shareholders who request it and provide the Company with their postal address or email address.

Processing of personal data

For information on how the Company processes your personal data, please refer to the privacy policy available on Euroclear Sweden AB’s website

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
 

April 2025

Apotea AB (publ)

The Board of Directors
 

For further information, please contact:
Stefan Eriksson, deputy CEO & Investor Relations
E-mail: ir@apotea.se