Embellence Group

Exercise of voting rights at the Annual General Meeting
Shareholders who wish to participate must:

1. be recorded in the share register maintained by Euroclear Sweden AB as per 29 April 2024; and
2. must have notified the Company of their intention to participate at the Annual General Meeting in accordance with the instructions under the heading "Registration for attendance in person or participation by proxy" in such time that the notification is received by the Company not later than 2 May 2024.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to exercise their voting rights, notify their participation at the General Meeting and temporarily request to have their shares be re-registered in their own name in the share register maintained by Euroclear. Such registration must be completed no later than 2 May 2024 and, accordingly, shareholders must inform the nominee of their request well in advance of this date. Voting right registration requested by the shareholder in such time that the registration was carried out by the nominee no later than 2 May 2024 will be included in the share register.

Notification for attendance in person or participation by proxy
In order to attend the Annual General Meeting in person or participate through a proxy, shareholders must notify the Company of this no later than 2 May 2024:

1. by post to Computershare AB, "Embellence Group AB årsstämma", Box 5267, 102 46 Stockholm, Sweden;
2. by using a digital form on the Company website, www.embellencegroup.com (private individuals only); or
3. by telephone on +46 (0)771-24 64 00

The notification must include name or company name, personal identity number or corporate registration number, address, telephone number and, when appropriate, number of assistants (maximum of two).

Anyone who does not wish to attend in person may exercise their rights at the General Meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of incorporation or equivalent document for the legal entity must be attached.

To facilitate access to the General Meeting, powers of attorney, certificates of incorporation and other authorisation documents should be submitted to the Company well in advance of the General Meeting and preferably no later than 2 May 2024.

Please note that notification of participation at the General Meeting must also be made if the shareholder wishes to exercise their voting right through a proxy. A submitted power of attorney is not valid as notification for the General Meeting.

A power of attorney form is available on the Company's website, www.embellencegroup.com.

Business at the Annual General Meeting
Proposed agenda:

1. Opening of the General Meeting;
2. Election of chairman of the General Meeting;
3. Preparation and approval of the voting register;
4. Election of one or two persons to verify the minutes;
5. Determination of whether the General Meeting was duly convened;
6. Approval of the agenda;
7. The CEO's address;
8. Presentation of the annual report and auditor's report and the consolidated financial statements and auditor's report for the group;
9. Resolutions regarding:
   1. adoption of the income statement and balance sheet for the company and group;
   2. distribution of the Company's profit according to the adopted balance sheet;
   3. discharge from liability for Board members and the CEO;
10. Resolutions on determination of the number of Board members and auditors;
11. Resolutions on determination of fees to be paid to the Board of Directors and auditors;
12. Election of the Board of Directors;
13. Election of the auditor;
14. Resolution on determination of principles for the Nomination Committee;
15. Resolution on guidelines for remuneration to senior executives;
16. Resolution on adoption of new Articles of Association;
17. Resolution on a directed issue of warrants and establishment of an incentive programme;
18. Resolution to authorise the Board of Directors to issue shares;
19. Resolution on authorisation to make adjustments,
20. Conclusion of the General Meeting.

Nomination Committee
In accordance with principles adopted earlier, the Nomination Committee consists of three members,  appointed by the three largest shareholders or owner groups in terms of votes as per 30 September 2023. On the basis of these principles, the Nomination Committee consisted of Peter Lindell (appointed by Acervo AB), Johan Martinsson (appointed by JCE Management AB), and Magnus Wärn (appointed by an owner group comprising Calyptra AB, Sundling Wärn Capital AB, AB Sergius, and AB Sergius Capital),.

Nomination Committee's proposals for resolution
2. Election of chairman of the General Meeting
The Nomination Committee proposes that attorney Eric Ehrencrona from MAQS Advokatbyrå or, if he is unavailable, the person appointed by the Nomination Committee, be elected as chairman of the General Meeting.

10. Resolutions on determination of the number of Board members and auditors
The Nomination Committee proposes that the Board of Directors shall consist of five Board members elected by the Annual General Meeting with no deputy members, and that the number of auditors shall be one with no deputies.

11. Resolutions on determination of fees to be paid to the Board of Directors and auditors
The Nomination Committee proposes that the fees per Board member elected by the Annual General Meeting be distributed as follows (preceding year's figures in brackets): chairman of the Board of Directors SEK 500,000 (500,000) and other Board members who are not employees of the Company or the group SEK 250,000 (250,000) each.

The fee for work in the Audit Committee is proposed to be SEK 100,000 to the chairperson and SEK 40,000 to other member.

The fee for work in the Remuneration Committee is proposed to be SEK 40,000 to the chairperson and SEK 20,000 to other member.

If the General Meeting resolves in favour of the Nomination Committee's proposal on the fees to the Board of Directors and if the number of members of the Audit Committee and Remuneration Committee respectively is two the total fee will be SEK 1,700,000 (1,500,000).

It is proposed that the fee to the auditor shall be paid in accordance with invoices approved by the Company.

12. Election of the Board of Directors
The Nomination Committee proposes the following Board of Directors: re-election of Karin Dennford, Henrik Nyqvist, Christina Ståhl, and Magnus Welander and new election of Maria Veerasamy. It is noted that Anneli Kansbod has declined re-election.

Maria Veerasamy was born in 1964. Maria Veerasamy is a trained women's tailor. She is since 2011 the CEO of Svenskt Tenn Aktiebolag. Maria Veerasamy previously worked at Indiska for 21 years, among other positions, as purchasing manager, sales manager, and deputy CEO. Maria Veerasamy has previously been chairman of the Board of Directors of Aktiebolaget Textilatelier Licium and Malmstensbutiken AB as well as Board member of Artipelag AB and Rodebjer Form AB. Maria Veerasamy is Board member of Beckmans Akademi Aktiebolag and Beckmans Skola Aktiebolag.

Maria Veerasamy owns no shares in Embellence and is independent in relation to the Company's major shareholders as well as the Company and its executive management.

The Nomination Committee also proposes that Magnus Welander is re-elected as chairman of the Board of Directors for the period until the end of the next Annual General Meeting.

Further information on the Board members proposed for re-election is available on the Company's website, www.embellencegroup.com.

The proposal on the composition of the Board of Directors of the Company is in compliance with the rules of the Swedish Corporate Governance Code regarding independence. All members are independent in relation to the Company and the executive management, and in relation to the Company's major shareholders.

13. Election of the auditor
The Nominating Committee proposes that the audit company Ernst & Young AB ("EY") is elected as new auditor for the period up until the end of the next Annual General Meeting in accordance with the Board's (which has performed the tasks of the audit committee in full up until the Annual General Meeting) recommendation. EY has informed that in the event the audit company is elected, Michaela Nilsson will be the auditor in charge.

14. Resolution on determination of principles for the Nomination Committee
The Nomination Committee proposes an update of the principles for the Company's Nomination Committee that were adopted earlier to apply until further notice. The proposed adjustment entails that the Nomination Committee shall consist of three members appointed by the three largest shareholders in terms of votes and that shareholder groups shall no longer be able to appoint members to the Nominating Committee. The proposed updated wording of the principles for the Nomination Committee can be found below.

The Company shall have a Nomination Committee consisting of one representative each from the three largest shareholders in terms of votes. The Nomination Committee shall be constituted based on the share register maintained by Euroclear Sweden as of 30 September every year and other reliable shareholder information that has been provided to the Company by that date. The chairman of the Board of Directors is to be convenor of the first meeting of the Nomination Committee and co-opted at the Nomination Committee's meetings. The member representing the largest shareholder shall be appointed chairman of the Nomination Committee, unless the Nomination Committee unanimously appoints someone else. If earlier than three months prior to the Annual General Meeting, one or more of the shareholders having appointed representatives to the Nomination Committee are no longer among the three largest shareholders, the representatives appointed by these shareholders shall resign and the shareholders who are then among the three largest shareholders may appoint their representatives. Should a member resign from the Nomination Committee before its work is completed and the Nomination Committee considers it necessary to replace him or her, such substitute member is to represent the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a representative to be a member of the Nomination Committee shall have the right to dismiss such a member and appoint a new representative of the Nomination Committee. Changes to the composition of the Nomination Committee must be announced immediately.

The composition of the Nomination Committee ahead of the Annual General Meeting shall normally be announced no later than six months before that Annual General Meeting. Remuneration shall not be paid to the members of the Nomination Committee. The Company is to pay any necessary expenses that the Nomination Committee may incur in its work. The term of office for the Nomination Committee ends when the composition of the following Nomination Committee has been announced.

The Board of Directors' proposals for resolution
9.(b) Resolution regarding distribution of the Company's profit according to the adopted balance sheet
The Board of Directors proposes that the General Meeting resolves that the Company's available profits shall be carried forward, i.e., that no dividend shall be paid.

15. Resolution on guidelines for remuneration for senior executives
The Board of Directors proposes an update of the previously adopted guidelines for remuneration for senior executives. The proposed adjustment entails that the Board of Directors shall establish a Remuneration Committee instead of the Board of Directors in its entirety constituting the Remuneration Committee. The proposed updated wording of the guidelines for remuneration for senior executives can be found below.

The guidelines below apply to the CEO and members of Company's management (executive management). The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting. These guidelines do not apply to any remuneration decided by the General Meeting.

The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
The Company's business strategy is based on acquiring, owning, and developing strong brands in wallpaper, textiles, rugs, and other home furnishings. The aim is to contribute to a more beautiful and inspiring everyday life, while also driving the development of a changing wallpaper and interior decoration market. For further detailed information on the Company's business strategy, refer to the Company's Annual Report and website.

To ensure that the Company can recruit and retain qualified personnel for the successful implementation of the Company's business strategy and safeguarding of the Company's long-term interests, the Company needs to be able to offer attractive and market-level terms of employment with competitive remuneration levels. The Board of Directors believes that the following guidelines makes it possible to offer the Company's senior executives competitive remuneration.

Forms of remuneration, etc.
In the Company, market-level remuneration of executive management is to comprise fixed and variable cash salary, pension benefits and other benefits. In addition, independently of these guidelines, the General Meeting can resolve on incentive programmes for executive management.

Fixed salaries are usually reviewed each calendar year. Variable cash salary is to be determined according to performance-based goals and may not exceed 40 percent of fixed annual salary and is to be resolved on by the Board of Directors. In addition, senior executives are to be entitled to customary non-monetary benefits, such as company car, occupational healthcare, and life and medical insurance. In addition to these benefits, other benefits may be offered in individual cases. Such non-monetary benefits may amount to not more than 5 percent of the fixed annual cash salary.

Pension, etc.
The pension premiums for defined-contribution pensions for the CEO and the management group vary broadly within the Company due to such factors as age, earlier salary, and employment conditions.

Senior executives are to be offered defined-contribution pensions insofar as senior executives are not covered by defined-benefit pensions in accordance with mandatory collective agreement regulations. The pension premiums for defined-contribution pensions shall amount to not more than 30 percent of the fixed annual cash salary. Any variable cash salary is not to provide qualification for pensions unless it is subject to mandatory collective agreement regulations in individual cases. In addition to this, the medical insurance for senior executives is to be defined contribution unless it is subject to mandatory collective agreement regulations in individual cases.

Period of notice and severance pay
The period of notice for senior executives may be a maximum of twelve months in the event that notice is given to the senior executive by the Company and a maximum of six months in the event that the senior executive gives notice. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for 18 months.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for any loss of income and shall only be paid in so far as the previously employed senior executive is not entitled to severance pay. The remuneration is to be based on the fixed cash salary at the time of termination and will be paid during the time the non-compete undertaking applies, however not for more than six months following the termination of employment.

Salary and employment conditions for employees
The Board considers the salary and employment terms of the Company's employees when preparing proposals on remuneration criteria by including information on the amount of total employee remuneration, remuneration components and the increase and rate of increase in remuneration over time in the decision-making data used by the Board of Directors to evaluate the reasonableness of the guidelines and their limitations.

The decision-making process to determine, review and implement the guidelines
The Board of Directors shall establish 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 fourth year and submit it for decision at the Annual 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 the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive 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.

Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As set out above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters.

16. Resolution on adoption of new Articles of Association
The Board of Directors proposes that in 11 § of the Articles of Association a possibility is introduced for the Board of Directors to be able to resolve that the General Meeting shall be held digitally, in accordance with the below.

18. Resolution to authorise the Board of Directors to issue shares
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors - on one or more occasions and for the period until the next Annual General Meeting - to increase the Company's share capital by issuing new shares to such extent equal to a dilution of not more than 10 percent of the shares outstanding at the time of the notice of the Annual General Meeting, after full exercise of the hereby proposed authorisation.

New issues of shares may be carried out with deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorisation is to increase the financial flexibility of the Company and the general flexibility of the Board of Directors in connection with acquisitions. Should the Board of Directors resolve on a share issue with deviation from the shareholders' preferential rights, the reason for this shall be to carry out and finance acquisitions of companies or assets. Upon such deviation from the shareholders' preferential rights, the new issue shall be made on market terms and conditions.

19. Resolution on authorisation to make adjustments
The Board of Directors, the CEO or whoever the Board of Directors appoints, are to be authorised to make minor adjustments to resolutions adopted at the General Meeting that may prove necessary for the registration of the resolutions.

Shareholders' proposals for resolution
The proposal below is submitted of the shareholder Cidro Förvaltning AB (the "Shareholder"), who on the date of the notice represents approximately 15.8 per cent of the number of shares and votes respectively in the Company.

17. Resolution on a directed issue of warrants and establishment of an incentive programme
The Shareholder proposes that the General Meeting resolves to issue warrants of series 2024/2028:1 to the chairman of the Board of Directors of the Company in accordance with the following.

The Shareholder proposes that the General Meeting resolves on a directed issue of a maximum of 400,000 warrants of series 2024/2028:1, meaning an increase of the share capital upon full exercise with not more than SEK 1,000,000.

The right to subscribe for the warrants shall be granted, with deviation from the shareholders' preferential rights, to the chairman of the Board of Directors, Magnus Welander.

Warrants that are not subscribed for may not be subscribed for by anyone else. The right to subscribe for warrants in the issue is conditional on the subscriber holding the position as chairman of the Board of Directors of the Company at the time of subscription.

The reason for the deviation from the shareholders' preferential rights is to stimulate share ownership in the Company through an incentive programme whereby the Company's chairman of the Board of Directors can take part in and promote a positive value development of the share in the Company during the period covered by the proposed programme, which is deemed to be beneficial to the Company and its shareholders.

The warrants of series 2024/2028:1 shall be issued at a subscription price corresponding to the market value of the warrants on the day of subscription. The market value is calculated by a party independent of the Company using the Black & Scholes valuation model. The subscription price will thus not be determined until the day of subscription.

Subscription of the warrants shall be made on a subscription list which shall be kept available to the subscriber. Subscription of the warrants of series 2024/2028:1 shall take place no later than 30 June 2024. The Board of Directors is entitled to extend the subscription period.

A condition for the allotment of warrants of series 2024/2028:1 is that the subscriber, through an agreement with the Company, undertakes to sell back subscribed warrants to the Company if he actively leaves his involvement in the Company's Board of Directors or does not stand for re-election as a Board member during a period of four years from the allotment. The number of warrants that the subscriber may be required to sell back to the Company will successively decrease by 6.25 per cent at the end of each three-month period, provided that the subscriber still holds his position as a Board member of the Company at the end of each three-month period, and subject to special conditions according to which the subscriber under certain circumstances may be obliged to sell back all held warrants to the Company. The agreement with the subscriber shall also contain customary transfer restrictions for the subscribed warrants, such as pre-emption clauses.

Each warrant of series 2024/2028:1 entitles the holder to subscribe for one (1) new share in the Company during the period from 1 July 2028 up to and including 31 August 2028.

The subscription price per share shall amount to 130 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market Premier during the period from 22 May 2024 up to and including 4 June 2024. The subscription price shall not be less than the quota value of the share. The part of the subscription price that exceeds the quota value of the shares shall be transferred to the free share premium fund.

The shares added as a result of subscription by virtue of the warrants shall carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register of Euroclear Sweden AB.

Other terms and conditions for the warrants of series 2024/2028:1 are set out in the complete warrant terms and conditions. The terms contain, among other things, customary conversion principles.

Other information
Dilution
Upon full subscription of new shares with the support of all warrants of series 2024/2028:1, the number of shares and votes in the Company will increase by 400,000 (subject to recalculation according to the terms and conditions for warrants of series 2024/2028:1), which corresponds to a dilution of approximately 1.74 per cent of the number of shares and votes, respectively, in the Company. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

Impact on key figures and costs for the Company, etc.
The company's earnings per share are not affected by the issue of the warrants as the present value of the exercise price of the warrants will exceed the current market value of the share at the time of subscription.

The subscriber will subscribe for the warrants at a subscription price corresponding to the market value. Thus, no benefit value arises for the subscriber on which the Company is obliged to pay social security contributions. The warrant programme will otherwise entail certain limited costs in the form of external consultancy fees and administration regarding the warrant programme.

Preparation of the matter
The principles of the option programme have been prepared by the Shareholder, who then instructed the Board of Directors to include this proposal in the notice. No one who may be covered by the programme has participated in the formulation of the terms and conditions.

Other share-based incentive programmes, etc.
The Extraordinary General Meeting on 31 July 2020 resolved to implement an incentive programme for senior executives in Embellence's group based on warrants (LTIP 2020). According to the terms of the programme, a maximum of 1,600,000 warrants could be subscribed for free of charge by the Company, which could transfer them to senior executives in the group, who have entered into a pre-emption agreement with the Company, during the period 31 July 2020 up to and including 31 August 2020. In total, the Company subscribed for and transferred 969,584 warrants to the participants. The transfer to the participants took place at a price corresponding to the market value of the warrants. Each warrant entitles the holder to subscribe for one new share in the Company during the period from and including 1 August 2024 up to and inclunding 31 October 2024 at a subscription price of SEK 29.20 per share. Upon exercise of all warrants in LTIP 2020, a dilution effect of approximately 4.12 per cent of the total number of shares and votes, respectively, in the Company will occur, subject to any recalculation according to the terms and conditions of the warrants. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The Extraordinary General Meeting on 31 July 2020 resolved to introduce an incentive programme for certain Board members of the Company based on warrants (the Board Programme). Under the terms of the programme, a maximum of 400,000 warrants could be subscribed for free of charge by the Company, which could transfer them to certain Board members of the Company, who have entered into a pre-emption agreement with the Company, during the period 31 July 2020 up to and including 31 August 2020. In total, the Company subscribed for and transferred 229,201 warrants to the participants. The transfer to the participants took place at a price corresponding to the market value of the warrants. Each warrant entitles the holder to subscribe for one new share in the Company during the period from and including 1 August 2024 up to and including 31 October 2024 at a subscription price of SEK 29.20 per share. Upon exercise of all warrants in the Board Programme 2020, a dilution effect of approximately 1.00 per cent of the total number of shares and votes, respectively, in the Company will occur, subject to possible recalculation according to the terms and conditions of the warrants. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

The Annual General Meeting on 3 May 2022 resolved, in accordance with the Board's proposal, to adopt a long-term incentive programme for certain senior executives and consultants, a total of eight persons (LTIP 2022). The incentive programme comprised a maximum of 176,000 warrants. In total, 45,500 warrants were subscribed for and allocated to the participants. The subscription price per warrant corresponded to the market value of the warrants. Each warrant entitles the holder to subscribe for one new share in the Company during the period from and including 1 June 2025 up to and including 30 June 2025 at a subscription price of SEK 39.85 per share. Upon exercise of all warrants in LTIP 2022, a dilution effect of approximately 0.2 per cent of the total number of shares and votes, respectively, in the Company will occur, however subject to possible recalculation according to the terms and conditions of the options. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

Number of shares and votes
As per the date of the Annual General Meeting notification, the total number of shares and votes in the Company was 22,583,877.

Majority requirements
A valid resolution in accordance with items 16 and 18 above requires approval of at least two thirds (2/3) of both the votes cast and the shares represented at the General Meeting. A valid resolution in accordance with item 17 above requires approval of at least nine tenths (9/10) of both the votes cast and the shares represented at the General Meeting.

Disclosures
The Board of Directors and CEO shall, if so requested by a shareholder, and the Board of Directors is of the opinion that this can be done without material damage to the Company, make disclosures on circumstances that might have an effect on assessment of an item on the agenda and circumstances that might affect assessment of the financial situation of the Company. The disclosure obligation also pertains to the Company's relationship with other group companies and the consolidated financial statements, as well as such circumstances regarding group companies as referred to above.

Other
The Annual Report and the auditor's report for the financial year 2023 will be made available at the Company's office on Ryssnäsgatan 8, SE-504 64 Borås, Sweden and on the Company's website, www.embellencegroup.com, at least three weeks before the Annual General Meeting, together with the Board of Directors' complete proposals. Further, the Nomination Committee's proposal and motivated statement will be available at the address and website stated above at least four weeks before the Annual General Meeting. Copies of the documents will be sent to the shareholders who so request it and inform the Company of their postal address.

Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Borås, April 2024
Embellence Group AB (publ)
Board of Directors