NCAB

In accordance with the provisions of Chapter 7, Section 4a of the Swedish Companies Act and the Company's articles of association, the board of directors has decided that shareholders shall have the opportunity to exercise their voting rights by postal voting. Shareholders can thus choose to participate in the meeting physically, by proxy or by postal voting.

The right to participate at the annual general meeting etc.

Shareholders who wish to participate at the general meeting shall

• be registered in the share register kept by Euroclear Sweden AB on the record day, which is Tuesday 29 April 2025, as well as
• notify Euroclear Sweden AB of their intention to participate at the general meeting in accordance with instructions under the heading "Registration for physical participation or participation by proxy" or send their postal vote according to the instructions under the heading "Instructions for postal voting" no later than on Friday 2 May 2025.

To be entitled to participate in the general meeting, shareholders with nominee-registered shares must, in addition to giving notice of their attendance, register their shares in their own name so that the shareholder is included in the preparation of the share register per the record date of Tuesday 29 April 2025. Such re-registration can be temporary (so-called voting rights registration) and is requested with the nominee in accordance with the nominee's procedures within the time frame determined by the nominee. Voting rights registration completed by the nominee no later than Friday 2 May 2025 will be considered in the preparation of the share register.

Registration for physical participation or participation by proxy

Anyone who wishes to attend the meeting physically or by proxy shall notify Euroclear Sweden AB no later than Friday 2 May 2025. Registration can me made:

• via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy,
• via telephone +46 (0) 8-402 92 12,
• by e-mail to GeneralMeetingService@euroclear.com, or
• by mail to NCAB Group AB (publ), "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden

The notification must state the name/company name, social security number/organization number, address, phone number, number of shares and, when applicable, the number of advisors which may not exceed two.

Shareholders who are represented by proxy shall issue a written, dated and signed power of attorney. The original power of attorney should be sent by e-mail to GeneralMeetingService@euroclear.com or by post to NCAB Group AB (publ), "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden together with the notice of participation. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorised to represent the legal entity. Power of attorney forms are available on the Company's website www.ncabgroup.com and are sent free of charge to those shareholders who request it, along with stating their postal address or e-mail address.

Instructions for postal voting

Shareholders who wish to exercise their voting rights by postal voting shall:

• be registered in the share register kept by Euroclear Sweden AB on the record day, which is Tuesday 29 April 2025, as well as
• notify Euroclear Sweden AB no later than on Friday 2 May 2025 by using the postal voting form so that the postal voting form is received by Euroclear Sweden AB on the day and in the way specified below.

Shareholders may, on or before Friday 2 May 2025, cast their votes electronically through verification with Swedish BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy.

A special form must be used for postal voting by mail or e-mail. The postal voting form and instructions are available on the Company's website www.ncabgroup.com. Postal voting forms may also be sent to shareholders who request it.

Completed and signed postal voting forms can be sent either by mail to NCAB Group AB (publ), "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. Completed postal voting forms must be received by the Euroclear Sweden AB on Friday 2 May 2025.

The shareholder may not provide the postal voting form with special instructions or conditions. If the shareholder has included special instructions or conditions, the postal vote will be invalid. Further instructions and terms are set out in the postal voting form.

If the shareholder postal vote through proxy, a written, signed and dated power of attorney shall be attached to the postal voting form. Power of attorney forms are available on the Company's website www.ncabgroup.com. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent documents which indicates the persons authorised signatory right.

A shareholder who has voted by postal voting may also, personally or by proxy, attend the meeting physically, provided that the notification has been made in accordance with the instructions under the heading "Registration for physical participation or participation by proxy".

Proposed agenda

1. Opening of the meeting.
2. Appointment of chairman for the meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Examination of whether the meeting has been duly convened.
7. Speech by the CEO.
8. Presentation of annual report and the auditor's report and consolidated accounts and auditor's report for the group.
9. Resolution on
   1. adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet;
   2. allocation of the Company's profit according to the adopted balance sheet; and
   3. discharge from liability for the directors of the board and the CEO.
      1. Board member Christian Salamon (chairman)
      2. Board member Sarah Eccleston
      3. Board member Peter Kruk
      4. Board member Anders Lindqvist
      5. Board member Magdalena Persson
      6. Board member Hans Ramel
      7. Board member Gunilla Rudebjer
      8. Board member Hans Ståhl
      9. CEO Peter Kruk
10. Determination of the number of directors of the board.
11. Determination of fees for the board and the auditor.
12. Appointment of the board of directors and the chairman of board of directors.
    1. Board member Christian Salamon
    2. Board member Sarah Eccleston
    3. Board member Anders Lindqvist
    4. Board member Hans Ramel
    5. Board member Gunilla Rudebjer
    6. Board member Hans Ståhl
    7. Board member Marlene Forsell
    8. Board member Helen Blomqvist
    9. Christian Salamon as chairman
13. Appointment of auditor.
14. Resolution on authorization for the board of directors to issue shares.
15. Resolution on authorization for the board of directors to resolve on acquisition of treasury shares.
16. Resolution on a long-term incentive program (LTIP 2025/2028).

1. Implementation of a long-term incentive program (LTIP 2025/2028).
2. Directed issue of Warrants.
3. Approval of the Company's transfer of Warrants.
4. Authorization for the board of directors to resolve on acquisition of treasury shares.
5. Resolution on transfer of treasury shares.

17. Presentation of the board of directors' remuneration report for approval.
18. Closing of the general meeting.

Proposals

Appointment of chairman for the meeting (item 2)

Prior to the general meeting, the nomination committee has comprised Jan Dworsky (Swedbank Robur and chairman of the nomination committee), Hjalmar Ek (Lannebo Kapitalförvaltning), Simon Peterson (Carnegie Fonder), Johan Sjöström (AP2) and Christian Salamon (chairman of the Company).

The nomination committee proposes that Emma Norburg from Advokatfirma DLA Piper is appointed chairman of the general meeting, and if she is unavailable, the person appointed by Emma Norburg.

Preparation and approval of the voting register (item 3)

The board of directors proposes that the general meeting approves the voting register drawn up on behalf of the Company, based on the general meeting’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue and postal votes received.

Approval of the agenda (item 4)

The board of directors proposes that the general meeting approves the proposed agenda, as set forth in the notice.

Election of one or two persons to attest the minutes (item 5)

The board of directors proposes that the general meeting elects Jan Dworsky and Hjalmar Ek, to attest the minutes, or if these persons are unavailable, one or two persons, who are not board members or employees of the Company, proposed by the chairman of the board of directors.

Examination of whether the meeting has been duly convened (item 6)

The board of directors proposes that the general meeting approves that it has been duly convened.

Presentation of annual report and the auditor's report and consolidated accounts and auditor's report for the group (item 8)

The board of directors presents the annual report, the auditor's report, the consolidated accounts and auditor's report for the financial year 2024 to the annual general meeting. The documents are provided on the Company's website www.ncabgroup.com.

Resolution on adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet (item 9 a)

The board of directors proposes that the profit and loss statement and the balance sheet and the consolidated profit and loss statement and balance sheet are approved by the general meeting.

Resolution on allocation of the Company's profit according to the adopted balance sheet (item 9 b)

The board of directors proposes that the general meeting resolves that the profit according to the adopted balance sheet shall be disposed of in such a way that an amount of SEK 205,668,364 (equivalent to SEK 1.10 per share) is paid to the shareholders. The remaining result is proposed to be carried forward.

The board of directors proposes that the following terms shall govern the payment of dividends:

• 12 May 2025 shall be the record day, and
• 15 May 2025 shall be the day for disbursement of the dividends.

Resolution on discharge from liability for the directors of the board and the CEO (item 9 c)

The auditor’s recommendation regarding the discharge from liability for the members of the board of directors and the managing director is set out in the auditor’s report presented to the general meeting.

The following persons have been board members of the Company during 2024: Christian Salamon, Sarah Eccleston, Peter Kruk, Anders Lindqvist, Magdalena Persson, Hans Ramel, Gunilla Rudebjer, and Hans Ståhl.

Peter Kruk has been the CEO of the Company during 2024.

Determination of the number of directors of the board (item 10)

The nomination committee proposes that the board shall consist of eight directors without deputy directors.

Determination of fees for the board and the auditor (item 11)

The nomination committee proposes that the remuneration of the board of directors is set to SEK 4,905,000 (4,202,000) in total to be allocated with SEK 772,000 (750,000) to the chairman of the board and SEK 384,000 (373,000) to the directors of the board with a major shareholding and SEK 577,000 (560,000) to other directors of the board. Further, SEK 217,000 (210,000) shall be allocated to the chairman of the audit committee and SEK 85,000 (83,000) to each of the members of the audit committee and SEK 31,000 (30,000) to each of the members (including the chairman) of the remuneration committee.

Remuneration to the auditors is proposed to be paid according to approved account.

Appointment of the board of directors and the chairman of board of directors (item 12)

The nomination committee proposes, for the period up until the close of the next annual general meeting, re-election of Christian Salamon, Sarah Eccleston, Anders Lindqvist, Hans Ramel, Gunilla Rudebjer and Hans Ståhl, election of Marlene Forsell and Helen Blomqvist as new board members and re-election of Christian Salamon as chairman of the board of directors.

Appointment of auditor (item 13)

The nomination committee proposes election of ÖhrlingsPricewaterhouseCoopers AB for the period up until the close of the next annual general meeting. The auditing firm has declared that if the general meeting resolves in accordance with the proposal, Johan Engstam will be appointed as auditor in charge.

The nomination committee's proposal corresponds with the audit committee's recommendation.

Resolution on authorization for the board of directors to issue shares (item 14)

The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, until the next annual general meeting, with or without deviation from the shareholders' preferential rights, on one or several occasions resolve to issue new shares. The increase of the share capital may – where it entails a deviation from the shareholders' preferential rights – correspond to a dilution of a maximum of 10 percent of the share capital at the time of the first use of the authorization. Payment shall be made in cash, by way of set-off or with capital contributed in kind (Sw. apport). The authorization shall primarily be used for the purpose of acquisitions or financing.

A valid resolution by the annual general meeting requires that shareholders representing not less than two-thirds of both the votes cast and the shares represented at the annual general meeting vote in favour of the proposal.

Resolution on authorization for the board of directors to resolve on acquisition of treasury shares (item 15)

The board of directors proposes that the annual general meeting resolves on authorization for the board of directors during the period until the next annual general meeting on one or more occasions, deciding on the acquisition of own shares in the Company as follows.

• Acquisitions will be made over Nasdaq Stockholm.

• Acquisition of not more than so many shares that the Company in total holds at maximum 10 per cent of the total number of shares in the Company at any given time.

• Acquisitions may be made at a price per share for the price prevailing on the stock exchange at any given time.

• Acquisitions shall be made in accordance with Nasdaq Stockholm's rules and regulations in force at any given time.

• The authorization may be exercised on one or more occasions until the next annual general meeting.

The board of directors submits the following reasoned statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act (2005:551).

The purpose of the authorization to acquire own shares is to provide the board of directors with an instrument to continuously adapt and improve the Company's capital structure during the year, thereby creating additional value for shareholders. A prerequisite for authorizing the board of directors to carry out acquisitions of own shares is that both the Company's capital adequacy ratio and liquidity even after the acquisition of own shares have been completed will be reassuring in relation to the business in which the group operates.

In view of the Company's position today and the above-mentioned circumstances, the board of directors considers that the proposed authorization for the board of directors to carry out acquisitions of own shares is justifiable in view of i) the requirements that the nature, scope and risks of the business (the Company and the Group) place on the size of the equity, and ii) the Company's and the Group's consolidation needs, liquidity and position in general.

A valid resolution by the annual general meeting requires that shareholders representing not less than two-thirds of both the votes cast and the shares represented at the annual general meeting vote in favour of the proposal.

Resolution on a long-term incentive program (LTIP 2025/2028) (item 16)

The annual general meetings 2022, 2023 and 2024 resolved on implementing long-term incentive programs for key-personnel.

It has been mentioned in the earlier resolutions that it is the intention of the board of directors to propose new corresponding programs to be adopted annually at future annual general meetings. The board of directors therefore proposes that the annual general meeting resolves, in accordance with the below on a long-term incentive program for the key-personnel of the group with corresponding terms and conditions as for former programs in order to stimulate them to continued long-term commitment and continued good performance as well as to increase the group’s attractiveness as an employer.

A prerequisite for the successful implementation of the group’s business strategy and safeguarding of its long-term interests is that the group is able to retain the best competencies and their loyalty, and that the Company’s executive management and other key-personnel of the group ("Key-Personnel") continue to deliver results and perform at a very high level. The board of directors finds it important and in all shareholders’ interest that Key-Personnel have a long-term interest in a positive development of the share price of the Company. Also, the board of directors would like to encourage the Key-Personnel to make investments in the Company.

In light of the above, the board of directors proposes to the annual general meeting to resolve on (a) implementing a long-term incentive program ("LTIP 2025/2028") for Key-Personnel, (b) a directed issue of not more than 776,000 warrants, (c) approving that the Company that subscribes for the warrants transfers them to secure the transfer to the participants, (d) authorizing the board of directors to resolve on acquisition of treasury shares and (e) approving the transfer of treasury shares to secure the transfer to participants in the incentive programs.

1. Implementation of a long-term incentive program (LTIP 2025/2028)

The board of directors proposes that the annual general meeting resolves to implement a long-term incentive program (LTIP 2025/2028) including not more than 776,000 shares in the Company on the following principal terms and conditions:

• Up to 45 executive managers and other key personnel in the group will be offered participation in LTIP 2025/2028.

• Participation in LTIP 2025/2028 presupposes that the participants with their own funds acquire shares in the Company ("Investment Shares") at market price. If the Investment Shares are retained until 15 May 2028 ("Savings Period") and the participant remains employed in the group throughout the Savings Period, then each Investment Share entitles the holder to acquire up to four shares in the Company ("Performance Shares") at a price corresponding to 70 percent of the volume-weighted average price of completed transactions in the Company's shares during the period from and including 12 May 2025 up to and including 23 May 2025 on Nasdaq Stockholm.

• The maximum numbers of Performance Shares that Key Personnel has the right to acquire, provided that other requirements for the right to acquire Performance Shares are met, appear below. The number of Performance Shares each Investment Share entitles to (a decimal number between zero and four, and which is rounded off at an aggregate level for the individual to an even number of shares) is decided by the board of directors and is linked to measures of capital cost-adjusted earnings (EBITA adjusted for a calculated cost for capital employed) determined by the board of directors. The key figures are intended to relate to the Company's financial goals and reflect the Company's strategic priorities. Furthermore, a prerequisite for obtaining Performance Shares is that the participants do not act in violation of the Company's policies during the Savings Period.

• Acquisition of Investment Shares must take place no later than 23 June 2025, with the right for the board of directors to extend this period if there are obstacles to a participant's acquisition during the period or in case a so-called closed period, or other similar period during which inside information exists in the Company would arise.

• Performance Shares will be received no later than 30 June 2028. Acquisition of Performance Shares takes place, in accordance with the Company's board of directors' choice, in a way that the participant in the program receives warrants of series 2025/2028, which are exchanged for shares according to the terms and conditions hereof, or that the participant in the program acquires shares from the Company.

• The right to acquire Performance Shares cannot be transferred.

• It is presupposed that participation in the program can take place in accordance with the applicable laws in the countries concerned and that such participation, according to the board of director's assessment, can take place with reasonable administrative costs and financial efforts.

• The number of Performance Shares shall be subject to customary recalculation as a result of intermediate share split and reverse share split, bonus issue, rights issue and/or other similar corporate events.

• The board of directors shall be responsible for the detailed wording and handling of LTIP 2025/2028 within the framework of the above main terms and conditions and also have the right to make the minor adjustments to these terms and conditions that may be required as a result of legal or administrative reasons. In addition, the board of directors shall have the right to make adjustments and deviations from the terms and conditions due to local rules in jurisdictions other than Sweden and existing market practice.

1. Directed issue of warrants

In order to secure the transfer of Performance Shares in LTIP 2025/2028, the board of directors proposes that the annual general meeting resolves upon an issue of warrants on the following terms and conditions:

• The Company shall issue not more than 776,000 warrants of series 2025/2028 ("Warrants").

• The right to subscribe for the Warrants shall, with deviation from the shareholders' preferential rights, belong to the Company.

• Over-subscription is not allowed.

• Subscription of the Warrants shall take place on a separate subscription list no later than 30 June 2025. The board of directors is entitled to prolong the subscription period. The Warrants shall be allotted to the Company free of charge.

• Each Warrant entitles the holder to subscribe for one (1) new share in the Company during the period 15 May 2028 to 30 June 2028. In case this period would be within a so-called closed period, or other similar period during which inside information exists in the Company, the board of directors may resolve to prolong the period.

• The price for the shares at exercise shall be equal to 70 percent of the volume-weighted average price of completed transactions in the Company's shares during the period from and including 12 May 2025 up to and including 23 May 2025 on Nasdaq Stockholm. The price shall however not be lower than the quotient value of the share.

• Shares issued as a result of subscription will carry rights to dividends as of the first record date for dividends that occur after registration of the share issue with the Swedish Companies Registration Office and the shares have been registered in the share register kept with Euroclear Sweden AB.

• The complete terms and conditions for the Warrants are set forth in a separate appendix. As set forth therein, the subscription price, as well as the number of shares, which a Warrant entitles subscription for, can be recalculated in the event of a share split, bonus issue, new issue and in certain other cases.

• The increase of the Company’s share capital will, upon exercise of the Warrants, amount to not more than SEK 7,760, subject to such increase that may occur due to recalculation of the subscription price and the number of shares, which each Warrant entitles subscription for in the event of a share split, issues etcetera.

• The reason for deviating from the shareholders’ preferential rights is to allow for the Company to transfer Performance Shares to the participants in LTIP 2025/2028.

• Upon full subscription by virtue of the Warrants, a maximum of 776,000 new shares may be issued, corresponding to a dilution of approximately 0.4 percent of the total number of shares and votes in the Company, however, subject to the increase that may result from a re-calculation of the subscription price and number of shares, which each Warrant entitles subscription for as a result of certain events as set out in a separate appendix. The dilution is calculated as the total number of new shares divided by the total number of shares after the increase of the number of shares and the total number of new votes divided by the total number of votes after the increase in the number of votes.

• The board of directors is authorized to make such minor adjustments in the annual general meeting’s resolution as may be required in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

1. Approval of the Company's transfer of Warrants

The board of directors proposes that the annual general meeting resolves to approve transfer of Warrants on the following terms and conditions:

• The Company shall be entitled to offer and transfer the Warrants free of charge to Key-Personnel within the framework of LTIP 2025/2028.

• The final allotment is dependent on the allotment of Performance Shares according to item (a) above.

• Transfer of the Warrants from the Company to the Key-Personnel shall be free of charge.

1. Authorization for the board of directors to resolve on acquisition of treasury shares

In order to secure the transfer of Investment Shares and Performance Shares in the Company's at each time outstanding incentive programs, the board of directors proposes that the annual general meeting authorizes the board of directors to acquire treasury shares in accordance with the following:

• Acquisitions shall be made on Nasdaq Stockholm.

• Acquisition of not more than so many shares that the Company in total holds at maximum 10 per cent of the total number of shares in the Company at any given time.

• Acquisitions may be made at a price per share corresponding to the applicable stock market price of the share at any given time.

• Acquisitions shall be made in accordance with the at the time applicable Nasdaq Stockholm regulations.

• The authorization may be exercised on one or several occasions until the next annual general meeting.

The board of directors gives the following reasoned statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act (2005:551).

The purpose of the authorization is to make it possible to transfer shares to the participants in the Company's at each time outstanding incentive programs and thus the board of directors proposes that the annual general meeting authorizes the board of directors to acquire treasury shares. A condition for the authorization of the board of directors to acquire treasury shares is that the Company's capital cover ratio and liquidity, even after an acquisition of the Company's treasury shares, are adequate in relation to the business that the group operates in.

In the light of the Company's current position and the above-mentioned conditions, the board of directors considers the proposed authorization for the board of directors to acquire the Company's treasury shares to be defensible with regard to i) the requirements regarding the size of the shareholders’ equity in relation to the nature, scope and risks in relation to the conducted business (both those of the Company and of the group), and ii) the consolidation requirements, liquidity and the position in general for each of the Company and the group.

1. Resolution on transfer of treasury shares

To ensure delivery of Investment Shares and Performance Shares in the Company's outstanding incentive programs, the board of director proposes that the annual general meeting resolves to transfer treasury shares on the following terms and conditions:

• The Company has the right to transfer the number of shares held by the Company to ensure delivery of Investment Shares and Performance Shares to participants in the Company's outstanding incentive programs.

• The right to acquire shares, with deviation from the shareholders' preferential rights, shall belong to participants in the Company's outstanding incentive programs, with the right for each participant to acquire a maximum of the number of shares that follow from the terms and conditions of the relevant incentive program.

• The said participant's right to acquire shares may be exercised during the time that the participants with their own funds must acquire Investment Shares in the Company and during the time that the participants have the right to acquire Performance Shares according to the relevant incentive program. In case any of these periods would be within a so-called closed period, or other similar period during which inside information exists in the Company, the board of directors may resolve to prolong the period.

• Transfer of treasury shares such as Investment Shares shall take place at market price and transfer of shares such as Performance Shares shall take place at a price corresponding to the price at which participants in the incentive program, according to the terms of the program, are entitled to acquire Performance Shares.

• The number of shares transferred in accordance with the Company's outstanding incentive programs may be subject to recalculation as a result of a bonus issue, share split and/or reverse share split, rights issue or similar events that affect the number of shares in the Company.

• The reason for the deviation from the shareholders' preferential rights in the transfer of treasury shares is to enable the Company to transfer Investment Shares and Performance Shares to the participants in the Company's outstanding incentive programs.

Additional information

Costs for the Company and effects on key figures

The board of directors estimates that LTIP 2025/2028 will incur costs partly in the form of accounting salary costs and partly in the form of social security contributions.

The accounting salary costs depend on how many Performance Shares are earned and are reported as a cost but have no effect on cash flow. Based on assumptions that (i) 100 percent of the 776,000 Performance Share rights within LTIP 2025/2028 will be allocated, (ii) an annual staff turnover of 5 percent and that (iii) 50 percent and 100 percent respectively of earned rights to acquire Performance Shares for remaining employees may be utilized, the accounting staff costs for Performance Shares are estimated to amount to a total of approximately SEK 5.8 million and approximately SEK 11.6 million during the period 2025/2028 based on Performance Shares' fair value at the time of calculation. The right to Performance Shares have no market value because it is not transferable. The theoretical value of the Performance Share right has been calculated using the Black & Scholes valuation model. Based on an assumed share price of SEK 49.62, an assumed exercise price of SEK 34.73, a term of 3.0 years, a risk-free interest rate of 2.25 percent, an assumed volatility of 35 percent, the value has been calculated at approximately SEK 17.50 per Performance Share right.

Costs for social security contributions will be paid if the employee finally receives a positive outcome. Social security contributions depend partly on how many Performance Shares are earned and may be utilized, and partly on the value of the benefit that the participant ultimately receives, i.e. on Performance Shares' value at utilization in 2028, but also on which countries the participants reside and what percentages apply to social security contributions in these countries. Based on the same assumptions as above and an assumed share price of SEK 74.00 when utilizing Performance Shares, an assumed distribution between different countries and an assumed average percentage for social security contributions of approximately 25 percent, the costs for the social security contributions amount to approximately SEK 3.3 million and SEK 6.5 million respectively. With the same assumptions as above, but an assumed share price of SEK 99.00 when utilizing Performance Shares instead of SEK 74.00, the costs for social security contributions are estimated to amount to approximately SEK 5.3 million and approximately SEK 10.7 million, respectively.

The following is the total (aggregate) effect on the key figure EBITA during the period 2025-2028 amounts to in the above-mentioned outcome:

Reduction of total EBITA during the period, to be distributed during the length of the program, million SEK.

The total costs for LTIP 2025/2028 will be distributed over the years 2025-2028. When all Performance Shares are earned in 2028, the costs will be distributed evenly over the period. The effect on EBITA for an individual year will therefore be part of the above total cost.

It should be noted that all calculations above are preliminary, based on assumptions and only aim to provide an illustration of the costs that LTIP 2025/2028 may entail. Actual costs may thus deviate from what is stated above.

In addition to the cost for administration, implementation and evaluation of LTIP 2025/2028, no additional costs are expected to incur in connection with LTIP 2025/2028.

Other share-based incentive programs

Please refer to the Company's annual report of 2024 in respect of other outstanding share-based incentive programs in the Company.

Preparation of the proposal

The proposal has been prepared by the Remuneration Committee and adopted by the board of directors except for Peter Kruk. Neither the CEO, CFO nor any other person who may be covered by LTIP 2025/2028 has participated in the board of directors' preparation and decision on the proposal.

Majority requirements

A valid resolution in accordance with item (a) above, requires that shareholders representing more than half of the votes cast vote in favour of the proposal.

Valid resolutions pursuant to items (b), (c) and (e) above, requires that shareholders representing not less than nine tenths of both the votes cast and the shares represented at the annual general meeting vote in favour of the proposal.

A valid resolution in accordance with item (d) above, requires that shareholders representing not less than two-thirds of both the votes cast and the shares represented at the annual general meeting vote in favour of the proposal.

Presentation of the board of directors' remuneration report for approval (item 17)

The board of directors proposes that the annual general meeting approves the proposed remuneration report, which is provided on the Company's website www.ncabgroup.com.

Details of number of shares, votes and holding of own shares

The total amount of shares and votes in the Company at the time of issue of this notice was 186,971,240 shares. All shares carry equal voting rights. As per the date of this notice, the Company holds no own shares.

Documents

Complete proposals, the annual report and audit report, and the consolidated accounts and consolidated audit report for 2024, proxy form, form for postal voting and other documents to be held available to the general meeting, are available at the Company, NCAB Group AB (publ) "AGM", Löfströms allé 5, Sundbyberg and on the Company's website, www.ncabgroup.com. The aforementioned documents will be sent to shareholders who so request and submit their address or e-mail address.

Shareholders' right to request information

The board of directors and the CEO shall, if a shareholder so requests and the board of directors considers that such may take place without significant harm to the Company, provide information at the general meeting regarding any circumstances that may affect the assessment of a matter on the agenda, and conditions that may affect the assessment of the Company's or its subsidiaries' financial situation, as well as the Company's relationship with other companies within the group.

Shareholders who wish to submit questions in advance, can do so to NCAB Group AB (publ), "AGM", Löfströms allé 5, 172 66 in Sundbyberg, Sweden, or by e-mail to agm@ncabgroup.com.

Processing of personal data

For information on how the Company processes your personal data, please see the integrity policy which is available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_____________________________

Stockholm in April 2025

The board of directors of NCAB Group AB (publ)