Humble Group

REG

Humble Group AB, 556794-4797, holds its annual general meeting on Wednesday 21 May 2025 at 09:00 (CEST) at 7A Strandvägen, Strandvägen 7, Stockholm, Sweden. Entry and registration begin at 08:45 (CEST).

Exercise of voting rights at the general meeting

Shareholders who wish to exercise their voting rights at the general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB ("Euroclear") on 13 May 2025 or, if the shares are registered in the name of a nominee, request from the nominee that the shares are registered for voting purposes in such time that the registration is completed not later than on 15 May 2025; and
• give notice of participation to the company in accordance with the instructions set out in the section "Notice of attendance" not later than on 15 May 2025.

Notice of attendance

Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the company of this either by post to Humble Group AB, "Annual General Meeting", Ingmar Bergmans gata 2, 114 34 Stockholm, Sweden or by e-mail to ir@humblegroup.com. The notice of attendance must state the shareholder's name or company name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).

Shareholders who do not wish to participate in person may exercise their voting 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 registration or an equivalent authorisation document for the legal entity must be enclosed.

In order to facilitate the registration at the general meeting, powers of attorney, certificates of registration and other documents of authority should be received by the company at the address Humble Group AB, "Annual General Meeting", Ingmar Bergmans gata 2, 114 34 Stockholm, Sweden or by e-mail to ir@humblegroup.com not later than on 15 May 2025. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance. A template proxy form is available on the company's website (www.humblegroup.com).

Proposed agenda

1. Election of a chairman of the general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes of the meeting
5. Determination of whether the general meeting has been duly convened
6. Submission of the annual report and the auditor's report, the consolidated financial statements and the auditor's report for the group as well as the remuneration report and the auditor's statement on compliance with the remuneration guidelines
7. Resolution on:

1. adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet,
2. the disposition of the company's profit as shown in the adopted balance sheet,
3. discharge of liability of the members of the board of directors and the CEO, and
4. approval of the remuneration report

8. Determination of the number of members of the board of directors and auditors
9. Determination of the fees to be paid to the members of the board of directors and auditor
10. (a)-(h) Election of the members of the board of directors and the auditor
11. Resolution on guidelines for remuneration to the senior management
12. Resolution on an authorisation for the board of directors to resolve on acquisitions and transfers of treasury shares
13. Resolution on an authorisation for the board of directors to resolve on the issuance of shares, warrants and/or convertibles
14. Resolution on adoption of new articles of association
15. Resolution on adoption of a long-term share-based incentive program:

1. resolution on adoption of long-term share-based incentive program, and
2. authorization for the Board of Directors to resolve on a rights issue of Class C 2025 shares, repurchase of issued Class C 2025 shares and transfer of Class C 2025 shares to participants in LTIP

16. Closing of the meeting

Proposed resolutions

Item 1: Election of a chairman of the general meeting

The nomination committee proposes that Philip Rämsell, a member of the Swedish Bar Association is elected as chairman of the general meeting.

Item 7(b): Resolution on the disposition of the company's profit as shown in the adopted balance sheet

The board of directors proposes that no dividend shall be made for the financial year 2024 and that the funds available to the general meeting's disposition pursuant to the company's balance sheet are disposed in accordance with the board of directors' proposal set out in the annual report for the financial year 2024.

Item 8: Determination of the number of members of the board of directors and auditors

The nomination committee proposes that the board of directors shall consist of six (6) members without deputies for the period until the close of the next annual general meeting and that the company shall have one (1) registered accounting firm until the close of the next annual general meeting.

Item 9: Determination of the fees to be paid to the members of the board of directors and the auditor

The nomination committee proposes that the total fees to the board members for the period until the close of the next annual general meeting, shall amount to a total of SEK 1,945,000 (1,875,000) of which SEK 310,000 (300,000) shall be paid to each of the board members elected by the annual general meeting and who are not operative in the company and SEK 705,000 (675,000) shall be paid to the chairman of the board of directors.

The nomination committee proposes that additional remuneration shall be paid to the board members appointed by the board to the audit committee and the remuneration committee. The nomination committee proposes that each member of the audit committee shall be paid SEK 75,000 (75,000) and that each member of the remuneration committee shall be paid SEK 50,000 (50,000).

The nomination committee proposes that the fees to the auditor be paid as per approved invoice.

The proposed fees are considered to be in line with market practice.

Item 10(a)-(h): Election of the members of the board of directors and the auditor

The nomination committee proposes that the following members of the board of directors are elected until the close of the next annual general meeting:

1. Dajana Mirborn (re-elected)
2. Henrik Patek (re-elected)
3. Ola Cronholm (re-elected)
4. Pål Bruu (re-elected)
5. Sara Berger (re-elected)
6. Noel Abdayem (re-elected)

The nomination committee further proposes that:

7. Dajana Mirborn is re-elected as chairman of the board of directors until the close of the next annual general meeting.

Finally, the nomination committee proposes in accordance with the audit committee's recommendation:

8. that the registered accounting firm BDO Mälardalen AB is re-elected as auditor for the period until the close of the next annual general meeting. BDO Mälardalen AB has informed the nomination committee that the authorised public accountant Carl-Johan Kjellman will be appointed as auditor-in-charge if BDO Mälardalen AB is re-elected as auditor.

A presentation of the proposed board members, including an assessment of their independence in relation to the company, the company management and major shareholders, is available on the company's website (www.humblegroup.com).

Item 11: Resolution on guidelines for remuneration to the senior management

The board of directors proposes unchanged guidelines for remuneration to the senior management. The guidelines apply to remuneration agreed after the general meeting and do not apply to any remuneration resolved upon or approved by the general meeting. In order to comply with mandatory rules or established local practice, remuneration of employees subject to rules outside Sweden may be adjusted however taking into account, to the extent possible, the overall purpose of the guidelines.

The guidelines for remuneration to the senior management are published on the company's website.

Item 12: Resolution on an authorisation for the board of directors to resolve on acquisitions and transfers of treasury shares

The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions during the period up until the next annual general meeting, resolve upon acquisitions and transfers of shares in the company on the following terms.

1. 1. 1. Acquisition of shares in the company shall take place on Nasdaq Stockholm.
      2. Acquisitions may only be made by a maximum of so many shares that, at any given time, the company's own holdings do not exceed ten (10) percent of all shares in the company.
      3. Acquisition of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.
      4. Transfer of shares according to the authorisation may be of all own shares held by the company at the time of the Board of Directors' resolution.
      5. Transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.
      6. Transfers of shares outside of Nasdaq Stockholm or another regulated market may be made against payment in cash, in kind or by way of set-off, and the price shall be established so that the transfer is made on terms corresponding to the terms for the relevant incentive programme, in accordance with current or future contractual obligations of the company or any group company (e.g., as payment for acquisitions) or otherwise on market terms.
      7. Transfers of shares may be made with deviation from the shareholders' preferential rights.
      8. The authorisation may be exercised on one or more occasions during the period up until the 2026 Annual General Meeting.

The purpose of the proposed authorisation is to enable (i) adapting the capital structure of the company to its capital needs from time to time, (ii) flexibility in transactions by means of paying with shares, and (iii) flexibility in incentive programs; and thereby contribute to an increased shareholder value.

The Board of Directors or the CEO shall have the right to resolve on the other terms for transfer of treasury shares in accordance with the authorisation. The Board of Directors or the CEO shall have the right to make such minor adjustments in this resolution that may be necessary in connection with the registration of the authorisation.

Majority requirements

A resolution pursuant to this item 12 is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting.

Item 13: Resolution on an authorisation for the board of directors to resolve on the issuance of shares, warrants and/or convertibles

The board of directors proposes that the general meeting resolves to authorise the board of directors to, during the period before the annual general meeting 2026, at one or several occasions, resolve to issue shares, convertibles that may be converted into shares and/or warrants that may be exercised for subscription for new shares. Subscribed for shares, convertibles or warrants shall be paid for in cash, by way of set-off or in kind. The authorisation shall be limited whereby the board of directors may not resolve to issue shares, convertibles or warrants in such a way that the total number of shares that are issued, issued through the conversion of convertibles or issued through the exercise of warrants, exceeds 10 per cent of the total number of shares in the company at the time when the authorisation is exercised by the board of directors for the first time.

The purpose of the authorisation is to increase the financial flexibility of the company and the general scope of the Board of Directors. In the event that the board of directors resolves on issuance with deviation from the shareholders' pre-emption rights, the reason for the deviation shall be to strengthen the financial position of the company in a time and cost-effective manner or to enable the use of shares as payment for, or financing of, acquisitions of companies or businesses (including payment of earn-outs) or for the company's operations in general.

Majority requirements

A resolution pursuant to this item 13 is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting.

Item 14: Resolution on adoption of new articles of association

In order to introduce a class of shares that can serve as investment shares in Humble's long-term incentive program, the board of directors proposes that the general meeting resolves to amend § 5 of the articles of association by introducing ten new class of shares, Class C 2025. In addition, the updated § 5 enables reclassification of shares of Class C 2025 to ordinary shares and the redemption of such shares.

Class C 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 C 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 C 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 C 2025 shares is a prerequisite for participation in the long-term incentive program proposed by the board of directors as set out in item 15 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 15 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.

§ 5. Number of sharesThe number of shares shall be not less than 245,000,000 and not more than 980,000,000.

§ 5. Number of sharesThe number of shares shall be not less than 245,000,000 and not more than 980,000,000.The shares shall be of ordinary shares, as well as one reclassifiable share class referred to as Class C 2025 shares.The ordinary shares shall carry one (1) vote. The Class C 2025 shares shall carry one-tenth (0.1) vote. Shares of either class may be issued up to an amount corresponding to the entire share capital.Ordinary shares are entitling to dividend. Class C 2025 shares are not entitling to dividends. In the event of the liquidation of the company, Class C2025 shares are entitled to the same proportion of the company's assets as the other shares, but not to an amount exceeding the quota value of the share.Reclassification of Class C 2025 sharesClass C 2025 shares may be reclassified to ordinary shares by a resolution of the Board of Directors. The Board of Directors shall resolve on such reclassification as soon as possible and at the latest within four weeks after the condition for reclassification has been met.The condition for reclassification is (i) that the volume-weighted average price of the company's ordinary share on Nasdaq Stockholm during the five trading days immediately following the date of publication of the company's interim report for the second quarter 2028 or on 1 August 2028, whichever is earlier, or, alternatively, (ii) in the absence of an applicable price for the company's ordinary share on Nasdaq Stockholm the market value of the company's share on 1 August 2028, determined in accordance with established valuation principles (the "Closing Price 2028") amounts to at least 150 percent of the volumeweighted average price of the company's ordinary share on Nasdaq Stockholm during the five trading days immediately preceding the company's first offer to acquire C 2025 shares (the "Threshold 2025").Subject to the fulfilment of the condition, the Board of Directors shall, provided that the necessary regulatory approvals have been obtained, resolve to reclassify a certain number of Class C 2025 shares to ordinary shares calculated in accordance with the formulae below. The reclassification shall be made pro rata in relation to each Class C 2025 shareholder's holding of Class C 2025 shares at the time of the resolution for the reclassification. Number of Class C 2025 shares to be reclassified = (Closing price 2028 - Threshold 2025) x number of outstanding Class C 2025 shares x reclassification factor1) / Closing price 2028 Only a whole number of Class C 2025 shares can be reclassified, rounding down to the nearest whole ordinary share. The threshold and the reclassification factor shall be subject to recalculation following a reverse share split or share split, certain types of share issues, dividends or similar corporate events occurring before reclassification, considering the customary principles for recalculation in warrant and share based incentive programs in the stock market as resolved upon by the Board of Directors.Immediately after a resolution to reclassify shares has been made, the Board of Directors shall report the reclassification to the Swedish Companies Registration Office for registration. The reclassification is effected when it has been registered and the reclassification been noted in the central securities depository register.Redemption of Class C 2025 shares Immediately after reclassification as set out above, the Board of Directors shall resolve on the redemption of Class C 2025 shares not reclassified.Reduction of share capital, which in any case shall not fall below the minimum share capital, may be effected by a resolution of the Board of Directors, through the redemption of Class C 2025 shares. Such resolution by the Board of Directors may relate to a certain number or all outstanding Class C 2025 shares.The share capital may also be reduced, but not to less than the minimum share capital, at the request of a Class C 2025 shareholder, and following a resolution of the Board of Directors, by redemption of the shareholder's Class C 2025 shares. Such resolution by the Board of Directors on redemption is subject to the necessary regulatory approvals being obtained and shall be made no later than one month after the request by the shareholder or, where regulatory approval is required, no later than one month after such approval is obtained.When a resolution is made to redeem Class C 2025 shares, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available. Immediately after a resolution on redemption of shares has been made, the Board of Directors shall report the redemption to the Swedish Companies Registration Office for registration. The redemption is effected when it has been registered and the redemption been noted in the central securities depository register. No consideration shall be paid upon redemption of Class C 2025 shares.Shareholders' preferential rightsIf the company decides to issue new ordinary shares and C 2025-shares, or only new ordinary shares, or only new C 2025-shares, against payment other than in kind, the holders of ordinary shares and C 2025-shares, respectively, shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares the holder previously owns (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the offered shares are not sufficient for the subscription made with subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the number of shares they previously own and, to the extent that this cannot be done, by drawing lots.The above shall not imply any restriction on the ability to decide on a cash issue or set-off issue with deviation from shareholders' preferential rights.In the event of an increase in share capital through a bonus issue, new shares of each class shall be issued in proportion to the number of existing shares of the same class. Thereby, old shares of a certain class shall entitle the holder preferential rights to new shares of the same class. The foregoing shall not imply any restriction on the ability to through a bonus issue, without issuing new shares, or through a bonus issue, after the necessary amendment of the Articles of Association, issue shares of a new class.

¹⁾ The reclassification factor at the time of issuance of Class C 2025 shares is defined as one (1.0).

Majority requirements

A resolution pursuant to this item 14 is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting.

Item 15: Resolution on adoption of a long-term share-based incentive program

The Board of Directors proposes that the annual general meeting resolves to adopt a long-term share-based incentive program for the CEO, the executive management and other key employees in the Humble group in accordance with the below (including future persons in the executive management and future key employees).

The resolution under item 15(a) shall be conditional upon (i) the Annual General Meeting resolving on hedging measures in relation to the incentive program in accordance with the Board of Directors' proposal under item 15(b) below and that (ii) the Annual General Meeting resolves in accordance with the Board of Directors' proposal pursuant to item 14 above regarding adoption of new Articles of Association.

Item 15(a): Adoption of long-term share-based incentive program

The program in summary

The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term share-based incentive program ("LTIP"). LTIP is proposed to include the CEO, the executive management and other key employees in the Humble group, in total not more than approximately 80 persons. Participants in LTIP will be required to invest in Humble by investing in Class C 2025 shares in Humble Group AB ("Investment Shares").

Private investment

In order to participate in the respective LTIP, 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. The price per Investment Share is SEK 0.68 pursuant to a preliminary valuation. The preliminary valuation is based on a market value of Humble's ordinary share of SEK 9.35 and an assumption of a hurdle value of SEK 14.02. Established valuation principles have been used for the valuation, which, in addition to current market value of Humble's ordinary share and the hurdle share, is based on the variables risk-free interest rate, assessed future volatility, term to potential conversion of Investment Shares and illiquidity. 

Class C 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 C 2025 shares is dependent on the share price at a predetermined time, as further defined in the Articles of Association under item 14 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 C 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.

The maximum number of Investment Shares that each participant may allocate under LTIP is further described below.

Design and management

The Board of Directors shall be responsible for the detailed design and administration of the terms and conditions of LTIP 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, dividend 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. In addition, the Board of Directors is given the right to cancel or adjust the programs 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 Humble group or its business environment that would result in the adopted terms and conditions for LTIP no longer fulfilling its purpose.

Breakdown

The participants are divided into different categories and in accordance with the above, LTIP will allow Investment Shares to a maximum amount and maximum number as set out below to be allocated to the respective LTIP for each category:

Category	Maximum investment in Investment Shares per person in LTIP (SEK)1	Maximum investment in number of Investment Shares per person in LTIP
CEO (1 person)	448,800	660,000
Executive management (approximately 10 persons)	285,600	420,000
Other key persons (approximately 70 persons)	149,600	220,000
1 Maximum investment is based on a preliminary market value of SEK 0.68 per Investment Share. The final investment amount for each category and participant will be based on the market value per Investment Share at the time of transfer. Total number of Investment Shares that may be issued and transferred will never exceed 4,446,575 Investment Shares.

Delivery of shares

To ensure delivery of shares under LTIP and to enable the participants to acquire Investment Shares, the Board of Directors proposes that the Annual 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 15(b) below.

Scope and costs

As the Investment Shares shall be transferred at market value, the transfer of Investment Shares is assessed to not be subject to any costs in addition certain minor costs for adoption and administration.

The cost of LTIP is estimated to amount to approximately SEK 1.3 million per program, excluding social security contributions. The cost of social security contributions is estimated at approximately SEK 0.4 million, based on that weighted social security contributions amount to 31.42 per cent. In addition to what is stated above, the costs for LTIP have been calculated on the basis that LTIP comprises a maximum of approximately 81 participants, that each participant utilizes the maximum investment and that the category with other key persons obtain a cash bonus of 50 per cent of the maximum investment post tax from the company.

Effects on key performance indicators and dilution

LTIP includes allotment of a maximum of 4,446,575 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 per cent of the number of shares and voting rights in the company. This is provided that hedging measures in accordance with items 15(b) are approved by the Annual General Meeting. In practice, the dilution will however be lower than 1 per cent as net conversion is applied in the conversion of Investment Shares in accordance with what is further defined in the Articles of Association under item 14 above. As an example, the dilution of the number of shares and voting rights in the company is assessed to be 0.4 per cent if the closing price 2028 amounts to 250 per cent of the share price on which the hurdle value has been calculated (based on the number of shares and votes in Humble at the date of the notice).

Taking into account shares that may be issued under previously implemented incentive programs in the form of warrant programs in Humble and under the incentive programs proposed to the Annual General Meeting, the maximum dilution effect is approximately 2.8 per cent. LTIP is expected to have a marginal impact on Humble's key ratios.

The purpose of the proposal

The purpose of LTIP is to create conditions for attracting, motivating and retaining competent employees within the Humble group and to strengthen the common interests between the employees', the shareholders' and the company's objectives.

The program has been designed on the basis that it is desirable that key persons within the Humble group are shareholders in the company. Participation in LTIP requires the participant to have made a private investment through the acquisition of Investment Shares. The program also reward employees' continued loyalty and thereby the long-term value growth of Humble. In light of this, the Board of Directors considers that the adoption of LTIP will have a positive effect on the future development of the Humble group and will consequently be beneficial for both the company and its shareholders.

Preparation of the matter

The terms of LTIP have been prepared by the Board of Directors of the company. The Board of Directors has subsequently resolved to submit this proposal to the Annual 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 programs proposed to be adopted at the Annual General Meeting and the warrant programs adopted at the Annual General Meeting s 2022, 2023 and 2024, there are no outstanding share-related incentive programs in the company.

Item 15(b): Authorization for the Board of Directors to resolve on a rights issue of Class C 2025 shares, repurchase of issued Class C 2025 shares and transfer of Class C 2025 shares to participants in LTIP

All resolutions under item 15(b)(i)-(iii) are proposed to be conditional upon (i) the Annual General Meeting resolving in accordance with the Board of Directors' proposal under item 14 regarding the adoption of new Articles of Association, and (ii) each other. All resolutions under item 15(b)(i)-(iii) are therefore proposed to be approved as one.

Item 15(b)(i): Authorization for the Board of Directors to resolve on the issue of Class C 2025 shares

The Board of Directors proposes that the Annual 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 978,246.50 by issuing not more than 4,446,575 Class C 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 to acquire Investment Shares for participation in LTIP.

Item 15(b)(ii): Authorization for the Board of Directors to resolve on repurchase of own Class C 2025 shares

The Board of Directors proposes that the Annual 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 C 2025 shares. The repurchase may only take place through an offer directed to all shareholders of Class C 2025 shares and shall comprise all outstanding Class C 2025 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class C 2025 shares shall be made in cash. The purpose of the proposed authorization to repurchase shares is to enable the participants in LTIP to acquire Investment Shares for participation in LTIP.

Item 15(b)(iii): Resolution on the transfer of own Class C 2025 shares

The Board of Directors proposes that the Annual General Meeting resolves that 4,446,575 Class C 2025 shares acquired by the company pursuant to the authorization to repurchase Class C 2025 shares in accordance with item 15(b)(ii) above may be transferred to employees of the Humble group in order to enable employees to acquire Investment Shares in order to participate in LTIP. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 4,446,575 Class C 2025 shares be transferred to employees in the Humble group. Class C 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, and otherwise in accordance with the time and those terms applicable to LTIP.

Majority requirements

A resolution pursuant to this item 15(b)(i)-(ii) is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting. A resolution pursuant to this item 15(b)(iii) is only valid where supported by shareholders holding not less than nine-tenths of the votes cast and the shares represented at the annual general meeting.

Number of shares and votes

As of the date of this notice, the total number of shares in the company is 446,575,533, corresponding to a total number of votes of 446,575,533. The company does not hold any treasury shares as of the date of this notice.

Shareholders' rights to request information

The board of directors and the CEO shall, if requested by a shareholder and the board of directors believes that it can be done without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances that may affect the assessment of the company's financial position. The obligation to provide information shall also apply to the company's relationship with another group company, the consolidated accounts and such circumstances regarding subsidiaries that are referred to in the preceding sentence.

Documents

The complete proposals and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company's website (www. humblegroup.com), not later than three weeks prior to the general meeting. The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Humble Group AB, "Annual General Meeting", Ingmar Bergmans gata 2, 114 34 Stockholm, Sweden or by e-mail to ir@humblegroup.com.

Processing of personal data

Personal data obtained from the share register, notices of attendance at the general meeting and information regarding proxies will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the general meeting.

For more information on how personal data is processed in connection with the general meeting, please refer to the privacy notices that are available on Computershare AB's and Euroclear's websites www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammor-engelska.pdf).

* * *

Stockholm in April 2025
Humble Group AB
The board of directors

For further information, please contact:

Simon Petrén, CEO, Humble Group AB
E-mail: simon.petren@humblegroup.se
Telephone: +468 61 32 888

The information in this press release has been published by the above contact person, at the time specified by Humble Group's news distributor Cision at the time of publication of this press release.

About Humble

Humble Group is a corporate group specializing in driving value and accelerating growth in small and medium-sized companies within the fast-moving consumer goods (FMCG) sector. Through an entrepreneurial approach and active ownership, Humble Group focuses on transforming its businesses to align with the future needs of consumers. The company manages a portfolio of brands, a global distribution network, and production facilities where its subsidiaries operate autonomously within their respective business areas, while Humble Group provides strategic guidance and support. The group is headquartered in Stockholm. For more information visit http://www.humblegroup.com

Humble is listed on Nasdaq Stockholm Mid Cap, under the ticker HUMBLE.