Hoist Finance

Approval of the Income Statement and the Balance Sheet

The Meeting approved the income statement and the balance sheet for the parent company, as well as the consolidated income statement and the consolidated balance sheet for the financial year 2025.

Disposition of Earnings

The Meeting resolved, in accordance with the Board of Directors’ proposal, on a dividend of SEK 6 per share. The record date for the dividend was decided to be 11 May 2026. The dividend is estimated to be paid out to the shareholders on 15 May 2026. The remaining available funds shall be carried forward.

Remuneration report

The Meeting approved the Board of Directors’ proposed remuneration report.

Board of Directors

The Meeting discharged the members of the Board of Directors and the CEO from liability for the financial year 2025.

Current members of the Board of Directors Bengt Edholm, Camilla Philipson Watz, Christopher Rees, Rickard Westlund and Peter Zonabend were re-elected. Viveka Strangert was elected as new member of the Board of Directors. Bengt Edholm was elected as new Chairman of the Board of Directors.

Auditor

The Meeting re-elected, in accordance with the Nomination Committee’s proposal, EY as auditor until the end of the Annual General Meeting 2027. EY has informed that the authorised public accountant Daniel Eriksson remains as the auditor in charge.

Compensation to the Board of Directors

The remuneration to the Board of Directors was set as follows, in accordance with the Nomination Committee’s proposal; SEK 1,876,000 to the Chairman of the Board of Directors, SEK 623,000 to each of the other members of the Board of Directors, SEK 254,000 to the Chairman of the Risk and Audit Committee, SEK 159,000 to each of the other members of the Risk and Audit Committee, SEK 297,000 to the Chairman of the Investment & Credit Committee, SEK 186 000 to each of the other members of the Investment & Credit Committee, SEK 127,000 to the Chairman of the Remuneration Committee and SEK 64,000 to each of the other members of the Remuneration Committee.

The remuneration levels represent an inflation adjustment since the last adjustment to the Board’s remuneration, which was made in 2024.

Compensation to the auditor

The Meeting approved, in accordance with the Nomination Committee’s proposal, that the auditor shall be entitled to a fee in accordance with approved invoices.

Share Investment Program (employees)

The Meeting resolved, in accordance with the Board of Directors’ proposal, on adoption of a long-term share ownership program for senior executives and other key employees within the Hoist Finance group. In order to fulfil its obligations according to the share investment program, the Meeting resolved, also in accordance with the Board of Directors’ proposal, on a directed issue of no more than 1,099,994 shares, entailing an increase in the share capital by no more than SEK 381,060.674. The Board of Directors’ proposal for the adoption of the share investment program and resolution on directed issue of shares constitute a joint proposal and was determined by the Meeting as one resolution.

18 people will be offered to participate in the share investment program, and the participants will be invited to invest, through companies (an incentive company), in shares in Hoist Finance in accordance with the terms of the share investment program. In the event of full investment in all participants’ incentive companies, the incentive companies will in turn subscribe for shares in Hoist Finance corresponding to at most approximately 1.2 percent of the total number of shares in Hoist Finance.

The share investment program entails that each participant will make a private investment by contributing 15 percent of total capital for the investment, and Hoist Finance contributes the remaining 85 percent. Hoist Finance’s total investment in the share investment program may not amount to more than SEK 93,500,003. The shares in Hoist Finance shall be subscribed for during the period from and including 25 May 2026 up to and including 29 May 2026. The Board of Directors is entitled to extend the subscription period. The share investment program has a term of four years, the Board of Directors is, however, entitled to extend the share investment program for the CEO of Hoist Finance.

Share Investment Program (Board of Directors)

The shareholders Per Arwidsson’s and Erik Selin’s proposal, on adoption of a long-term share ownership program for Bengt Edholm, Camilla Philipson Watz, Christopher Rees, Rickard Westlund and Peter Zonabend did not achieve the required majority at the meeting and was therefore not adopted.

Authorisation to the Board of Directors to resolve on new share issue

The Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the next Annual General Meeting, in order to enable the raising of capital for financing of acquisitions of companies or businesses and larger portfolio investments, on one or several occasions, with or without deviation from the shareholders’ preferential rights, against cash payment, through set-off or against consideration in kind, to make a decision on issuance of new shares. The number of shares in the company may, by virtue of this authorisation, not exceed an increase of ten (10) per cent of the number of shares at the date of the Meeting.

Authorisation to the Board of Directors to resolve on acquisition of own shares

The Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or several occasions, subject to applicable capital adequacy requirements at any given time, to resolve on acquisition of own shares according to the following terms and conditions:

• Acquisitions of own shares may only be made of so many shares that the company’s holding of treasury shares at any given time does not exceed ten (10) per cent of the total number of shares in the company.
• Acquisitions of own shares may only be made on Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Rulebook for Issuers.
• Acquisitions of own shares may not be made at a price higher than the higher of the prices for the most recent independent trade and the highest current independent bid on the trading venue where the purchase is made. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.
• Payment for the shares shall be made in cash.

Statutory Board meeting

At a statutory Board meeting held in connection with the Meeting; (i) Christopher Rees (chair), Bengt Edholm and Camilla Philipson Watz were re-elected and Viveka Strangert was elected as members of the Risk and Audit Committee, (ii) Christopher Rees (chair) and Rickard Westlund were re-elected and Peter Zonabend was elected as members of the Investment & Credit Committee, and (iii) Bengt Edholm (chair) was elected and Peter Zonabend was re-elected as members of the Remuneration Committee.