Balco

REG

RIGHT TO ATTEND AT THE ANNUAL GENERAL MEETING

Shareholders who wish to attend the Annual General Meeting shall:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB (“Euroclear”) on Friday, April 25, 2025, and
• give notice to the company of their intention to attend the Meeting according to the instructions under the heading “Notification of attendance in person or by proxy” or cast a postal vote according to the instructions under the heading “Instructions for postal voting” no later than Tuesday, April 29, 2025.

NOMINEE-REGISTERED SHARES

In order to be entitled to participate in the Annual General Meeting, shareholders who have had their shares registered with a nominee through a bank or other authorized depositary, must – in addition to giving notice of their attendance – request that the shares be temporarily re-registered in their own name so that the shareholder is registered in Euroclear’s share register as of the record date on April 25 2025. Re-registration may be temporary (so-called voting rights registration) and requested from the nominee in advance in accordance with the nominee’s routines. Registration of voting rights requested by shareholders at such a time that the registration has been made by the nominee no later than Tuesday, April 29, 2025, will be taken into account when submitting the share register.

NOTIFICATION OF ATTENDANCE IN PERSON OR BY PROXY

Shareholders who wish to attend the Annual General Meeting in person or by proxy must notify this no later than April 29, 2025, either:

• at the website, https://balcogroup.se/en/investors/corporate-governance/general-meeting;
• by e-mail to agm@innovatics.se
• by phone +46 73 472 00 90; or
• by post to Balco Group AB, c/o Inderes AB, Vattugatan 17, 5tr, SE-111 52 Stockholm, Sweden.

The notification shall set forth the name/business name, personal identity/reg. number,

address, telephone number (daytime) and, when applicable, the number of people attending with you (not more than two).

If shareholders intend to be represented by proxy or a representative for a legal entity, the shareholder is requested to send authorization documents (a power of attorney and/or registration certificate) to the company at the above address in connection with the notification to the Annual General Meeting. Power of attorney forms are available on the company’s website, https://balcogroup.se/en/investors/corporate-governance/general-meeting.

INSTRUCTIONS FOR POSTAL VOTING

For postal voting, a special form must be used. The postal voting form is available on the Balco Group AB’s website, https://balcogroup.se/en/investors/corporate-governance/general-meeting.

Shareholders can vote by post in any of the following ways:

1.   Completed and signed postal voting form can be sent by post to Balco Group AB, c/o Inderes AB, Vattugatan 17, 5tr, SE-111 52 Stockholm, Sweden, or by e-mail to agm@innovatics.se. The completed form must be received by Balco Group AB no later than on Tuesday, April 29, 2025.

2.   Shareholders can also cast their postal vote electronically no later than Tuesday, April 29, 2025 via verification with BankID on Balco Group AB’s website, https://balcogroup.se/en/investors/corporate-governance/general-meeting.

The shareholder may not give any instructions other than to mark one of the answer alternatives specified in the form. If the shareholder has provided the form with special instructions or conditions, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can be found in the postal voting form and at https://balcogroup.se/en/investors/corporate-governance/general-meeting. Should you have any questions, please call +46 73 472 00 90.

If the shareholder votes by post by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Power of attorney forms are available on the company’s website, https://balcogroup.se/en/investors/corporate-governance/general-meeting. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.

Those who wish to withdraw a submitted postal vote and instead cast their vote by participating in the Annual General Meeting in person or by proxy must notify the Annual General Meeting’s secretariat before the Meeting is opened.

PROPOSED AGENDA

1. Opening of the Annual General Meeting
2. Election of Chairman for the Annual General Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the Annual General Meeting has been duly convened
7. Presentation of the annual report and the auditor’s report as well as the consolidated accounts and the auditor’s report on the consolidated accounts
8. Statement by the CEO and the auditor
9. Resolutions on:

1. adopting the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet;
2. allocation of the Company’s profit according to the adopted balance sheet; and
3. (i)–(vii) discharge from liability for the members of the Board of Directors and the CEO for the financial year 2024

10. Presentation of the remuneration report for approval
11. The Nomination Committee’s statement regarding its proposals for the Annual General Meeting and the Nomination Committee’s motivated statement regarding its proposal of election of Board members
12. Resolution on the number of Directors of the Board
13. Resolution on the number of auditors
14. Resolution on remuneration for the Directors of the Board
15. Resolution on remuneration to the auditor
16. (i)–(vii) Election of the Board of Directors and the Chairperson of the Board of Directors
17. Election of auditor
18. Resolution on authorisation for the Board of Directors to issue shares
19. Resolution on authorisation for the Board of Directors to resolve on acquisition and transfer of own shares
20. Resolution on the introduction of incentive programme 2025/2028
21. Closing of the Annual General Meeting

THE NOMINATION COMMITTEE

The Nomination Committee, which was formed in accordance with the nomination procedure stated in the current instruction for the Nomination Committee, has prior to the Annual General Meeting consisted of Carl-Mikael Lindholm, appointed by the Hamrin Family (the Nomination Committee’s chairman), Annica Nordin, appointed by Skandrenting AB, Magnus Sjöqvist, appointed by Swedbank Robur Fonder, Claes Murander, appointed by Lannebo Fonder, and Ingalill Berglund, the company’s Chairman.

THE BOARD OF DIRECTORS AND THE NOMINATION COMMITTEE’S PROPOSALS

Item 2: Election of Chairperson of the Annual General Meeting

The Nomination Committee proposes Ingalill Berglund, the company’s Chairperson, as Chairperson of the Annual General Meeting.

Item 9 b): Resolution on allocation of the company’s profit according to the adopted balance sheet

The Board proposes that no dividend shall be paid for the financial year 2024, and that amounts available for the Annual General Meeting be transferred to a new account.

Item 9 c): Resolution on discharge from liability for the Directors of the Board and the CEO for the financial year 2024

The auditor recommends that the Annual General Meeting grants discharge from liability for the financial year 2024. Resolutions on discharge from liability are proposed to be made through separate individual resolutions for each Board member and the CEO in the following order.

1. Ingalill Berglund, Chairperson of the Board of Directors
2. Mikael Andersson, member of the Board of Directors
3. Vibecke Hverven, member of the Board of Directors
4. Carl-Mikael Lindholm, member of the Board of Directors
5. Johannes Nyberg, member of the Board of Directors
6. Thomas Widstrand, member of the Board of Directors
7. Camilla Ekdahl, CEO

Item 10: Presentation of the remuneration report for approval

The Board of Directors proposes that the Annual General Meeting approves the Board of Directors’ remuneration report for 2024, which is available on the company's website, https://balcogroup.se/en/investors/corporate-governance/general-meeting.

Item 12: Resolution on the number of Directors of the Board

The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, unchanged shall consist of six Board members elected by the Annual General Meeting without deputy members.

Item 13: Resolution on the number of auditors

The Nomination Committee proposes that the number of auditors, for the period until the end of the next Annual General Meeting, unchanged shall consist of one accounting firm without any deputies.

Item 14: Resolution on remuneration for the Directors of the Board

The Nomination Committee proposes the following changes regarding remuneration for Board and committee work:

1. SEK 560,000 (SEK 550,000) to the Chairperson of the Board of Directors;
2. SEK 225,000 (SEK 220,000) to each of the other members of the Board of Directors;
3. SEK 110,000 (SEK 110,000) to the Chairperson of the Audit Committee;
4. SEK 55,000 (SEK 55,000) to each of the other members of the Audit Committee;
5. SEK 65,000 (SEK 65,000) to the Chairperson of the Remuneration Committee; and
6. SEK 35,000 (SEK 35,000) to each of the other members of the Remuneration Committee.

The total board fee according to the proposal, including for committee work and assuming the same number of members in the committees, amounts to 2,040,000 SEK (2,005,000 SEK).

Item 15: Resolution on remuneration to the auditor

The Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with approved invoice.

Item 16: Election of the Board of Directors and the Chairman of the Board of Directors

The Nomination Committee proposes, for the period until the end of the next Annual General Meeting:

Re-election of

1. Mikael Andersson
2. Ingalill Berglund
3. Vibecke Hverven
4. Carl-Mikael Lindholm
5. Johannes Nyberg
6. Thomas Widstrand

As Chairperson, it is proposed to re-elect

7. Ingalill Berglund

A presentation of all the Nomination Committee’s proposed Board members is available on the company’s website, https://balcogroup.se/en/investors/corporate-governance/general-meeting.

Item 17: Election of auditor

The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, for the period until the end of the next Annual General Meeting, re-election of the authorised accounting firm KPMG AB as the company’s auditor. KPMG AB has notified that, if the Annual General Meeting approves the Nomination Committee’s proposal, the authorised auditor Michael Johansson will be the auditor in charge.

Item 18: Resolution on authorisation for the Board of Directors to issue shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, at one or several occasions until the next Annual General Meeting, resolve to increase the company’s share capital by issuing new shares. The total number of shares that may be issued pursuant to the authorization may not exceed twenty (20) percent of the total number of outstanding shares in the company, at the time of the notice of the Annual General Meeting.

New share issues may be made with or without deviation from the shareholders’ preferential rights, against payment in cash, or with provisions for contribution in kind or set off. The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights are to enable issuances for financing or payment in connection with acquisitions of companies, to raise capital, or to finance further growth in the company in other ways. In the event of deviation from the shareholders’ preferential rights, the issuance shall be made at market terms and conditions.

The Board of Directors, or any person appointed by the Board of Directors, is proposed to be authorized to make minor adjustments of the resolution mentioned above, as may be required in connection with the registration with the Swedish Companies Registration Office.

A valid resolution in accordance with the Board of Directors’ submitted proposal as described above requires that the resolution is supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the General Meeting.

Item 19: Resolution on authorisation for the Board of Directors to resolve on acquisition and transfer of own shares

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, at one or several occasions until the next Annual General Meeting, to resolve on the acquisition and transfer of own shares of such class of shares that, at the time of the utilisation of the authorisation, are admitted to trading on Nasdaq Stockholm.

The purpose of the proposed authorisation is to provide the Board of Directors with increased flexibility in its work with the company's capital structure, thereby creating additional value for the shareholders, including to be able to use own shares as payment in connection with acquisitions of companies, where the shareholders' preferential rights must be waived for obvious reasons, and to provide the Board of Directors with increased flexibility in potential future company acquisitions by facilitating rapid and cost-effective financing through the disposal of own shares.

Acquisitions of shares in the company may be conducted on Nasdaq Stockholm in accordance with the applicable regulations for issuers. The number of shares that may be acquired shall not exceed a number implying that the company’s total shareholding of own shares after acquisition corresponds to more than one tenth of all shares in the company at any time. The shares in the company on Nasdaq Stockholm shall be acquired only within the from time-to-time registered price range, i.e. the spread between the highest purchase price and the lowest selling price.

Transfers of own shares may be conducted on Nasdaq Stockholm or by other means. Transfers of own shares may be made with deviation from the preferential rights of the shareholders. The maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the Board of Directors’ resolution to transfer the shares. Transfers of own shares on Nasdaq Stockholm shall be conducted at a price within the from time-to-time registered price range, i.e. the spread between the highest purchase price and the lowest selling price. Transfers of own shares in another manner shall be made at a minimum price that shall be determined in close connection with the shares’ quoted price at the time of the Board of Directors’ resolution to transfer the shares. Payment for own shares that are transferred can be made in cash, in kind or through set-off. The Board of Directors is entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice.

A valid resolution in accordance with the Board of Directors’ submitted proposal as described above, requires that the resolution is supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the General Meeting.

Item 21: Resolution on the introduction of incentive program 2025/2028

through

a) issue of warrants with deviation from the shareholders’ preferential rights, and

b) approval of the transfer of the warrants to senior executives in the company and other Group companies

The Board proposes that the Annual General Meeting resolves to implement an incentive program in the company to current and future senior executives in the company and, where applicable, its subsidiaries by A) issuing warrants to the wholly-owned subsidiary Balco AB, reg. no. 556299–4482 (the “Incentive Company”), and B) approve the transfer of the issued warrants of the program to the participants in the incentive program 2025/2028.

Background and motive

The Board deems it important and in the interest of all shareholders that the employees within the Balco Group have a long-term interest in the positive development of the share in the company. At the Annual General Meeting 2022, the Annual General Meeting 2023 and the Annual General Meeting 2024, the company resolved to implement warrant-based incentive programs. These incentive programs are still outstanding except for the incentive program that was resolved upon at the Annual General Meeting in 2023.

The motive for the proposal and the reason for the deviation from the shareholders’ preferential rights is that the Board assesses that a personal long-term ownership interest for the management is expected to contribute to an increased interest in the company’s business and earnings development. Through a warrant-based incentive program for employees within the Balco Group, employees' rewards can be linked to the company's future earnings and value development. The long-term value increase is therefore rewarded and shareholders and concerned employees achieve the same objective. Incentive programs are also considered to facilitate the recruitment and retainment of key employees. The Board therefore assesses, based on the outline of the incentive program, that there is no need to establish any predetermined and measurable performance criteria for the participants in the program.

Considering the terms, the size of the allocation and other circumstances, the Board assesses that the proposed incentive program, in accordance with the following, is both reasonable and favorable for the company and its shareholders.

The detailed terms and principles for the Incentive Program 2025/2028 are described below.

A. Issue of warrants to the Incentive Company

The Board proposes that the Annual General Meeting resolves to issue not more than 230,000 warrants, entitled to subscription for an equal number of shares in the company. If all warrants are used for subscription of shares, the company’s registered share capital will increase with not more than SEK 1,380,054.17 kronor. In addition, the following terms shall apply for the resolution.

The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, only vest in the Incentive Company, with the right and obligation to transfer the warrants to the participants in the Incentive Program 2025/2028 in accordance with the proposal under point B below. There can be no oversubscription.

The reason for the deviation from the shareholders' preferential rights is the introduction of the Incentive Program 2025/2028 and appears under the heading "Background and reason" above.

The warrants shall be issued at no consideration.

Subscription for warrants shall be made on a separate subscription list within three (3) weeks from the date of the resolution on the issue of warrants. The Board shall be entitled to extend the subscription period.

Subscription for shares at exercise of the warrants can be made during the period from and including the day that falls three (3) years after the day the Board decides for the first time to transfer the warrants to the participants up to and including the day that falls 30 calendar days thereafter, but no later than from and with the day that falls three (3) years and seven (7) months from the date of the general meeting's decision to issue the warrants.

Each warrant shall entail a right to subscribe for a new B share in the company at a subscription price corresponding to 120 percent of the volume-weighted average price of the company's share according to Nasdaq Stockholm's official price list during the ten (10) trading days preceding (but not including) the day on which the board for the first time decides on the transfer of the warrants. However, the subscription price cannot fall below the quota value. The subscription price must be rounded to the nearest 0.10 SEK, whereby 0.05 SEK must be rounded downwards.

Any premium when subscribing to new shares when exercising a warrant shall be transferred to the unrestricted premium reserve.

The shares subscribed for by exercising warrants shall be entitled to dividends for the first time on the record date for dividends that occur after the subscription is affected.

For the warrants, the terms and conditions set out in the complete terms and conditions for the warrants, Appendices A, shall apply. As stated in the complete terms and conditions, the subscription price as well as the number of shares that each warrant entitles to subscribe for may be recalculated in the event of a bonus issue, new share issue and in certain other cases. Recalculation can also take place when subscribing to shares through a so-called Net Strike formula. Furthermore, the time for the exercise of the warrants may be brought forward and postponed in certain cases.

The new shares that may be issued at subscription are not subject to any restrictions.

The Board or a person appointed by the Board shall be authorized to make any minor adjustments required to register and execute the resolution.

B. Transfer of warrants to senior executives

The Board proposes that the Annual General Meeting resolves to approve that the Incentive Company transfer not more than 230,000 warrants, to the management and key employees of the company or other group company under the Incentive Program 2025/2028, on the following terms:

Under the Incentive Program 2025/2028, a right to purchase warrants from the Incentive Company shall vest in current and future senior executives in the company or other group company.

The Board shall be entitled to decide which individuals of the management are to be offered to acquire warrants in accordance with the guidelines above.

The participants may choose to subscribe for a lower number of warrants than stated above. The warrants shall be transferred to the participants on market terms at a price that is determined based on an estimated market value of the warrants using the Black-Scholes Model, based on the prevailing market conditions on the day of the onward transfer.

Estimation of market value and estimation of subscription price regarding subscription of a new share in the company shall be carried out by Kanton Finansiella Rådgivning Aktiebolag or, if this were to prove not possible, by another independent valuer.

Notification of the acquisition of warrants may be made during the period from and including the date of the General Meeting's decision to issue the warrants up until and including December 6, 2025.

The Board shall however be entitled to prolong or adjust the application period for acquiring warrants.

A prerequisite for the allotment of warrant is that (i) the participant's employment or assignment with the company or other Group company has not been terminated nor been given any notice of termination at the end of the subscription period for each series and (ii) that the participant has entered into a pre-emption agreement with the company, according to which the participant is obliged to offer the company to repurchase his/her warrants if the participant's employment ends.

Any warrants held by the Incentive Company which have not been acquired/transferred according to the above may, with the consent of the Board in the Incentive Company, be cancelled by a resolution of the company’s Board. Cancellation shall be registered with the Swedish Companies Registration Office.

Financing and bonus offer

The participants are offered an opportunity to receive a bonus amounting to the participants premium for the warrants, provided the participants employment with the company or other Group company is not terminated until three (3) years has passed from the date when the Board decides on the transfer of the warrants.

In case a right to early exercise of the allocated warrants exists, for instance, but not limited to, a delisting or a sale of the majority of shares in the company, the participants shall be offered a possibility to receive the bonus even if the time limits above have not been met.

The Board or a person appointed by the Board is also entitled to offer a bonus for allotted warrants if a change of circumstances attributable to the participant occur, for example death, sickness or other distressing circumstances.

The participant is responsible for the financing of the premium at the purchase of the warrants.

Supplementary information

Effect on key figures and costs for the company etc.

The current incentive program is expected to have a minor impact on the company’s key figures.

Based on a price for the company's share of 34 SEK, a subscription price of 40.80 SEK per share, a risk-free interest rate of 2.25 percent and a volatility of 30 percent, the value per warrant has been estimated at 3.67 SEK, which gives a value for all warrants of approximately 0.8 MSEK.

Calculated based on the above estimated value for the warrants, the incentive program is expected to incur costs of approximately 1.1 MSEK, relates to the cash subsidy to the participants and social security contributions. In addition, minor costs for

foreign social security charges may also be levied for participants in other countries. In addition, the incentive program is expected to entail certain limited costs in the form of external consulting fees and administration regarding the warrants and the program as a whole. Based on the above, no actions have been taken to hedge the program.

Dilution

The estimated maximum dilution of the Incentive Program 2025/2028 is approximately 1.0 percent of the share capital and votes in the company (based on the number of shares outstanding in the company after the exercise of the warrants).

In total, 399,671 warrants are outstanding and held by participants in the Incentive programs 2022/2025 and 2024/2027, resolved at the 2022 Annual General Meeting and the 2024 Annual General Meeting. No further warrants may be transferred to participants in these incentive programs. Outstanding warrants from the incentive programs resolved at 2022 Annual General Meeting and the 2024 Annual General Meeting together with the proposed incentive program comprise a maximum of 629,671 warrants that can be exercised for subscription of a maximum of 629,671 shares in total, which corresponds to a dilution effect of a maximum of approximately 2,7 percent of the share capital and votes in the company.

Other share-based incentive programs

At the Annual General Meeting on May 24, 2022, the Annual General Meeting on May 9, 2023, and at the Annual General Meeting on May 14, 2024 a similar program (Incentive Program 2022/2025, Incentive Program 2023/2026 and Incentive Program 2024/2027) through an issue of a maximum of 220,000, 220,000 respective 230,000 warrants, granting the right to subscribe for an equal number of shares, was approved. The programs were offered to approximately fifty employees within the company’s management. In total 399,671 warrants of the issued warrants have been acquired, 173,000 by series 2022/2025 and 226,671 by series 2024/2027. In the Incentive Program 2023/2026, resolved at the Annual General Meeting in 2023, no warrants have been allocated.

The warrants of series 2022/2025 may be exercised for subscription of shares from and including September 1, 2025, to and including September 30, 2025. Each warrant gives the right to subscribe for one share at a price of 79,.40 SEK per share.

The warrants of series 2024/2027 may be exercised for subscription of shares from and including August 26, 2027, to and including September 24, 2027. Each warrant gives the right to subscribe for one share at a price of SEK 47.80 per share.

Preparation of the proposal

The principles for the warrant program have been developed by the company's Remuneration Committee and the Board. The proposal has been prepared with the assistance of external advisors. The Board has subsequently decided to submit this proposal to the Annual General Meeting. Except for the officials who prepared the matter pursuant to instructions from the Board, no employee that may be included in the program has taken part in the preparation thereof.

Majority requirement

A resolution to approve the Incentive Program 2025/2028 as set out in A and B above shall be made as one decision and is therefore conditional upon each other. A resolution is valid only when supported by shareholders holding not less than nine-tenths of both the shares voted for and of the shares represented at the meeting.

NUMBER OF SHARES AND VOTES

The total number of shares and votes in the company, at the time of the issue of the notice, is 23,021,648. The company does not possess any own shares at the time of the issue of the notice.

PROCESSING OF PERSONAL DATA

Personal data obtained from the share register, notices of attendance at the Annual General Meeting and information on proxies will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, the minutes of the Annual General Meeting.

For information on how your personal data is processed, please refer to the Privacy Policy available on Euroclear’s website:

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

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Shareholders are reminded of the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005: 551). The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that this can be done without significant damage to the company, provide information at the Annual General Meeting on matters that may affect the assessment of a matter on the agenda, and matters that may influence the assessment of the company's or subsidiaries' financial situation, the consolidated accounts and the company's relationship with another group company.

DOCUMENTS

The complete proposals are included in the notice, except for the remuneration report, which is provided as follows. Balco Group AB's annual report and auditor's report, consolidated financial statements and group auditor's report, the Board's remuneration report, the Board's statement according to Chapter 19, Section 22 of the Swedish Companies Act, the auditor's statement regarding the remuneration guidelines, and the Nomination Committee’s motivated statement, as well as other documents for the Meeting, are available on the company's website and at the company, address Älgvägen 4, 352 45 Växjö. The documents will also be sent to shareholders upon request.

Växjö in April 2025

Balco Group AB (publ)

The Board of Directors