OEM International

Registration

Shareholders wishing to attend the Meeting must:

- be entered in the share register held by Euroclear Sweden AB by 14 April 2025 at the latest; if the shares are held in a nominee account, contact the nominee to request that the shareholding be entered on the share register for entitlement to vote by 14 April 2025 at the latest, and

- notify the company by 14 April 2024 at the latest, at this address:

OEM International AB
Box 1009, 573 28 Tranås
Tel: +46 (0)75-242 45 57 or by e-mail: ir@oem.se

Shares held in a nominee account

Shareholders whose shares are held in a nominee account via a bank or other broker must contact the nominee to request that the shareholding be entered on the share register of Euroclear Sweden AB in order to be able to attend and vote at the Meeting (voting right registration). As stated above, the broker must have completed the voting right registration with Euroclear Sweden AB by 14 April 2025 at the latest. Shareholders must therefore contact their nominee in good time before this date and register their shareholding in accordance with the instructions of the nominee.

Proxy

Shareholders who wish to be represented by proxy or are a legal entity should submit a signed and dated power of attorney. It the shareholder is a legal entity, a certificate of registration or other authorisation document must be issued. The original power of attorney and authorisation documents must be sent in good time before the Meeting to the company at the above address.

The power of attorney form is available at www.oem.se, under For Investors/Corporate governance/Annual General Meeting. To receive the power of attorney form by post, contact OEM International AB, Alva Svensson on +46 (0) 75-242 45 57 or by e-mail: ir@oem.se.

Proposed Agenda

1. Call to order
2. Election of a chair of the Meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to countersign the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the submitted Annual Report and Auditors' Report, as well as the consolidated financial statements

- Managing Director's report on the business and operations in 2024

- Questions regarding the business and operations in 2024

1. Report on the work of the Board of Directors
2. Resolution to approve the income statement and balance sheet, and the Group's statement of comprehensive income and statement of financial position
3. Resolution to approve appropriation of the company's profit according to the adopted balance sheet
4. Resolution to discharge the Board members and the Managing Director from liability for the financial year
5. Resolution on the number of Board members
6. Resolution on remuneration of the Board of Directors and the auditors
7. Election of the Board of Directors
8. Election of the Chairman of the Board
9. Election of auditor
10. Presentation and approval of the remuneration report
11. Resolution on guidelines for remuneration and other employment terms for senior executives
12. Resolution on the principles for the Nomination Committee
13. Resolution to grant the Board of Directors to issue shares, convertibles and warrants
14. Resolution to grant the Board of Directors authority to acquire and transfer treasury shares
15. Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives
16. Amendment of articles of association
17. Resolution on authority to revise
18. Closing of the Meeting

1. Interim Report January – March 2025

Nomination Committee

Ahead of the 2025 Annual General Meeting, the Nomination Committee of OEM International Aktiebolag consists of Petter Stillström (Chairman of the Board of OEM International and Chairman of the Nomination Committee), Simon Tillmo (appointed by EQT), Mats Andersson (appointed by Nordea Fonder) and Christian Lindström Lage (appointed by SEB Investment Management). As communicated on 27 February 2025, Lannebo Fonder was also included in the Nomination Committee. On 20 March 2025, Lannebo Fonder announced that they had waived their continued participation in the Nomination Committee ahead of the 2025 Annual General Meeting. The Nomination Committee represents approximately 79 percent of the votes and approximately 41 percent of the capital in the company.

Item 2 – Election of a chair of the Meeting

The Nomination Committee proposes that the Chairman of the Board, Petter Stillström, is elected as Chairman of the Annual General Meeting.

Item 10 – Resolution regarding appropriation of the company's profit and the record date for dividends

The Board of Directors recommends that shareholders at the Annual General Meeting vote to approve a dividend payment of SEK 1,75 kr share and set 28 april 2025 as the record date. If this is approved by the Annual General Meeting, the dividend is expected to be paid on 2 May 2025 to shareholders who are registered on the share register on the record date.

Item 12 – Resolution on the number of Board members

The Nomination Committee proposes that the Board of Directors shall comprise six members and no deputies.

Item 13 – Resolution on remuneration of the Board of Directors and the auditors

The Nomination Committee proposes remuneration of members of the Board elected at the Meeting as follows (last year's figures are shown in brackets): Chairman of the Board SEK 750,000 (500,000) and members not employed at the company SEK 400,000 (250,000). If shareholders vote in favour of the Nomination Committee's proposal on the composition of the Board, the sum of the fees will be SEK 2,750,000 (2,000,000).

The Nomination Committee proposes that the chair of the Audit Committee shall be paid SEK 100,000 (60,000). No other remuneration is paid for work on committees.

It is proposed that payments of audit fees will be made against invoices that have been approved by the company.

Items 14 and 15 – Election of the Board of Directors and Chairman of the Board

For the period until the next Annual General Meeting, the Nomination Committee proposes the re-election of Jörgen Rosengren and the new election of the board members Christopher Norbye, Thijs Bakker, Martin Gaarn Thomsen, Matthias Wittkowski and Albert Gustafsson.

Christopher Norbye is proposed for new election as the Chairman of the Board.

Item 16 – Election of auditor

The Nomination Committee proposes the new election of KPMG AB with Olle Nilsson as auditor-in-charge, until the 2026 Annual General Meeting.

Item 17 – Presentation and approval of the remuneration report

The Board of Directors recommends that shareholders vote to approve the report of remuneration to senior executives as presented by the Board and prepared in accordance with the requirements of Chapter 8 Section 53a of the Swedish Companies Act.

Item 18 – Guidelines for remuneration and other employment terms for senior executives

The Board proposes that the annual general meeting 2025 adopts the following guidelines for remuneration for senior executives within the OEM group.

The Managing Director and other senior executives fall within the provision of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2025. These guidelines do not apply to any remuneration decided or approved by the general meeting.

OEM’s vision is that OEM shall be a leading distributor of industrial components and systems in selected markets including Northern, Central and East Central Europe. To realise this vision, OEM has defined five strategic areas; growth, product range, marketing activities, logistics, and employees and leaders. These are important to OEM’s future development and success and to the achievement of its financial targets. A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.

Long-term share-related incentive programs in the form of call options have been implemented in OEM. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines. The incentive program proposed by the Board and submitted to the annual general meeting 2025 for approval is excluded for the same reason. The proposed incentive program essentially corresponds to existing programs. For more information regarding these incentive programs, please see OEM’s annual report 2024.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration shall be a meaningful part of the annual compensation with a target bonus amount of up to 100 percent of the annual fixed cash salary, however it may amount to not more than 200 percent of the annual fixed cash salary.

Senior executives’ pension terms shall be premium-based and capped at 30% of annual fixed cash salary, unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions.

Other benefits may include, for example, life insurance, medical insurance (Sw. sjukvårdsförsäkring) and company cars. Such benefits may amount to not more than 15 percent of the annual fixed cash salary.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Termination of employment

Upon termination of an employment, the notice period may not exceed 24 months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the annual fixed cash salary for two years. When the termination is made by the executive, severance pay may not be paid.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be based on the fixed annual cash salary at the time of termination of employment, amount to not more than 60 per cent of the monthly income at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than 12 months following termination of employment.

Criteria for awarding variable cash remuneration, etc.

The variable cash remuneration shall be linked to annually decided predetermined and measurable criteria which can be financial and non-financial and changed from time to time. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.

Salary and employment conditions for employees

In the preparation of the Board’s proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee’s and the Board’s basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report.

The decision-making process to determine, review and implement the guidelines

The Board has appointed a remuneration committee. The work of the remuneration committee is to prepare the Board’s decisions on proposals for guidelines on remuneration of senior executives and any decisions on deviations from the guidelines. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the remuneration committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board 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’s resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines. Should the Board deviate from these guidelines, it must be reported in remuneration report presented at next annual general meeting.

Description of material changes to the guidelines and how the views of shareholders’ have been taken into consideration.

The guidelines have been updated to allow for e.g. higher variable remuneration, payment of other benefits, payment of compensation for non-compete undertakings, and payment of severance pay. In addition, criteria for awarding variable cash remuneration, how the salary and employment conditions for employees have been considered, decision-making process to determine, review and implement the guidelines and preconditions for deviating from the guidelines have been included.

Item 19 – Resolution on the principles for the Nomination Committee

OEM International AB (publ) (the “Company”) shall have a nomination committee consisting of one member appointed by each of the four largest shareholders, based on ownership in the Company on 31 August each year (based on the shareholders’ register maintained by Euroclear Sweden and other reliable ownership information provided to the Company). If any shareholder renounces its right to appoint a member to the nomination committee, such right shall transfer to the shareholder who is the next largest shareholder in the Company. An offer to appoint a member to the nomination committee, as a result of a larger shareholder renouncing its right, can only be directed to the Company’s six largest shareholders in terms of ownership in the Company. The chairman of the Company’s board of directors (the “Board”) shall be co-opted to the nomination committee and shall also convene the first meeting of the nomination committee. The composition of the nomination committee for the annual general meeting shall be announced no later than six months before the annual general meeting.

The member appointed by the largest shareholder shall be appointed chairperson of the nomination committee, unless the nomination committee unanimously appoints someone else. The chairman of the nomination committee shall not be a Board member of the Company.

If earlier than three months prior to the annual general meeting, one or more of the shareholders having appointed a member to the nomination committee no longer are among the four largest shareholders, members appointed by these shareholders shall resign and the shareholders who then are among the four largest shareholders may appoint a member.

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 be appointed by 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 member of the nomination committee shall have the right to dismiss such member and appoint a new member of the nomination committee. Changes to the composition of the nomination committee must be announced immediately.

The nomination committee shall prepare the following proposals to be submitted to the annual general meeting for resolution:

• proposal for chairman of the annual general meeting,
• proposal for number of Board members,
• proposal for Board members,
• proposal for chairman of the Board,
• proposal for Board remuneration, divided between the chairman and other Board members as well as remuneration for committee work,
• proposal for auditors,
• proposal for remuneration to the Company’s auditor, and
• to the extent deemed necessary, proposal for changes in the current principles for the nomination committee.

The nomination committee shall in connection with its duties meet the requirements according to the Swedish Corporate Governance Code. 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, for example, costs for external consultants deemed necessary by the nomination committee in order for the nomination committee to fulfil its duties. The term of office for the nomination committee ends when the composition of the following nomination committee has been appointed.

Item 20 – Resolution to authorization for the Board to issue shares, convertible bonds and warrants

The Board proposes that the annual general meeting resolves to authorize the Board to, during the period until the next annual general meeting and on one or more occasions, resolve upon issuances of new shares, convertible bonds and/or warrants. If such issue is made with deviation from the shareholders’ preferential rights, the authorization may only be utilized to the extent that the number of shares, convertible bonds and/or warrants issued corresponds to a dilution of not more than 10 percent of the number of shares as of the first exercise of the proposed authorization, after full exercise of the proposed authorization.

New issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses or parts thereof, as well as to increase financial flexibility for OEM.

Decisions concerning the above require the support of shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting.

Item 21 – Resolution to grant the Board of Directors authority to acquire and transfer treasury shares

The Board of Directors recommends that shareholders at the Annual General Meeting grant the Board authority to acquire up to 10% of the company's shares through purchases on NASDAQ Stockholm, and, if the Board finds it appropriate, to sell all or some of the purchased shares on NASDAQ Stockholm, or alternatively, to use purchased shares as liquid assets in the event of a business combination.

Acquisitions and transfers of shares shall be made at a price within the registered price range on the stock exchange at the time of purchase. The authorisation shall remain in effect until the next Annual General Meeting.

Decisions concerning the above require the support of shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting.

Item 22 – Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives

The Board of Directors recommends that shareholders at the Annual General Meeting resolve to adopt a long-term incentive scheme, 2025 Share-related incentive scheme (“the Scheme”). It is proposed that the Scheme shall include approximately 60 senior executives in the OEM Group and offer them the opportunity to acquire call options at market price on repurchased Class B shares in OEM and that the participants will receive, after two years, a certain subsidy on the premium paid for the options.

The Board of Directors recommends that the Annual General Meeting resolves to approve that the Company, in deviation from the shareholders' preferential rights, transfers up to 200,000 of the Company's repurchased Class B shares to the option holders at the set redemption price in connection with any exercise of the call options (subject to any recalculations). The Board of Directors also recommends that the Annual General Meeting resolves to approve that Class B shares acquired by the Company under the authorisation may be transferred in order to guarantee the supply of shares in accordance with the Scheme. The Company holds a total of 371,082 Class B shares in the Company (before redemption of incentive programs 2022), of which 408,000 shares will be transferred if the options under the incentive schemes for the years 2022–24 were to be exercised in full. At the time of the Annual General Meeting, redemption period for incentive programs 2022 is ongoing.

The reasons for the deviation from the shareholders' preferential rights and the Board of Directors’ reasons for implementing the Scheme are to enable senior executives of the OEM Group, through an investment of their own, to benefit from and drive growth in the share value of the Company, thereby strengthening the community of interest between these executives and the Company's shareholders. The purpose of the Scheme is also to contribute to a long-term increase in share ownership by senior executives in the Company. Furthermore, it is expected that the Scheme will create the framework for retaining and hiring competent and committed personnel to the OEM Group. Against this background, the Board of Directors is of the opinion that the introduction of the Scheme will have a positive effect on the future growth and development of the OEM Group and that both the shareholders and the Company will benefit from the Scheme.

The Company has three previous long-term incentive schemes, the 2022 Share-related incentive scheme, the 2023 Share-related incentive scheme and the 2024 Share-related incentive scheme. There are 152,500 outstanding call options under the 2022 Scheme, entitling holders to acquire an equivalent number of Class B shares in the Company. The exercise price of these call options is SEK 86.60 per share and the exercise period is 1 March 2025 through 15 June 2025. All the Scheme’s underlying 152,500 Class B shares in the Company correspond to Class B shares that have already been bought back by the Company. There are 153,500 outstanding call options under the 2023 Scheme, entitling holders to acquire an equivalent number of Class B shares in the Company. The exercise price of these call options is SEK 122.00 per share and the exercise period is 2 March 2026 through 15 June 2026. All the Scheme’s underlying 153,500 Class B shares in the Company correspond to Class B shares that have already been bought back by the Company. There are 102,000 outstanding call options under the 2024 Scheme, entitling holders to acquire an equivalent number of Class B shares in the Company. The exercise price of these call options is SEK 135,10 per share and the exercise period is 1 March 2027 through 15 June 2027. In case of all incentive schemes will be fully redeemed, all the Scheme’s underlying 102,000 Class B shares in the company do not correspond to already repurchased shares of Series B in the company.

The proposal has been prepared by the Company's Remuneration Committee together with the Company’s Board of Directors and the decision to propose the Scheme to the Annual General Meeting was made by the Board of Directors. The Company's directors are not included in the Scheme. It is proposed that the Scheme includes the Group's management team and a number of managers of larger business entities.

The Scheme has the following principal terms and conditions:

a) the number of call options to be issued shall not exceed 200,000, corresponding to approximately 0.14 per cent of the total number of shares and approximately 0.05 per cent of the total number of votes in the Company (including Class B shares owned by the Company). Each call option entitles its holder to acquire one (1) repurchased Class B share in the Company during the period 1 March 2028 through 15 June 2028. Acquisitions of shares cannot, however, take place during any period when trading in shares in the Company is prohibited by Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), or any other applicable legislation in force at any given time.

b) the purchase price for shares (“the Redemption price”) upon exercise of the option shall correspond to 120 per cent of the volume-weighted average closing price for the Company's Class B share on the Nasdaq Stockholm exchange during the period 5 May 2025 through 16 May 2025.

c) the right to acquire call options shall be granted to approximately 60 members of the Group management and other senior executives in the OEM Group. Members of the Group management shall be offered a maximum of 6,000 call options per individual and other executives shall be offered a maximum of 3,000 call options.

d) the individuals concerned shall have the right to acquire call options provided they are employees of the Company at the time of acquisition.

e) if an individual who is entitled to acquire options refrains, either in full or in part, from acquiring the call options offered, the unacquired call options may be allocated among those individuals who are entitled to acquire them.

f) the Board of Directors shall decide on the final allocation in accordance with the principles stated in items c), d) and e) above, and how many call options shall be offered to employees in each category.

g) individuals who are interested in acquiring the call options shall register their interest by 6 June 2025.

h) the premium for the call options shall be equivalent to the market price of the call options established by an independent, third party using the Black-Scholes method. The valuation calculation period for the premium shall be based on the volume-weighted average closing price for the company's Class B share on the Nasdaq Stockholm exchange during the period 12 May 2025 through 16 May 2025.

i) the issuance of call options to employees outside of Sweden depends on tax effects, that there are no legal impediments and that the Board of Directors considers that the allocation can be performed with reasonable administrative and financial resources. The Board of Directors shall be entitled to make such minor revisions to the Scheme as required by applicable foreign legislation and regulations.

j) the call options can be freely traded.

k) the number of shares that the call options entitle holders to acquire, and the Redemption price, may be recalculated due to bonus issues, mergers or splits of shares, new share issues, a reduction of the share capital or other such actions. The share transfer date may be brought forward as a result of a merger or other such action.

l) to encourage participation in the Scheme, a subsidy can be paid corresponding to the premium paid for each call option. The subsidy would be paid during June 2027.

m) if the option holder does not wish to exercise all of the call options acquired and notifies the Company thereof, the Company is entitled to repurchase the call options from the holder. Options are to be acquired at a price that is equivalent to the highest market value at any given time. Repurchases of call options cannot, however, take place during any period when trading in shares in the Company is prohibited as defined under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), or any other applicable legislation in force at any given time.

n) the Board of Directors is responsible for the preparation and management of the Scheme within the framework of the conditions and guidelines stated above.

The costs of the Scheme are limited costs comprising external consultancy fees and Scheme administration costs, as well as the subsidy to be paid during June 2027 as stated above, and social security costs related to the subsidy. The option premium that the Company receives upon the transfer of the call options offsets the subsidy, which is why the Scheme does not entail any material net cost to the Company's equity.

The proposed resolutions must be passed at the General Meeting of shareholders by at least nine-tenths of the votes cast as well as at least nine-tenths of the shares represented at the General Meeting.

Item 23 – Amendment of the articles of association

The Board proposes that the annual general meeting resolves to amend the articles of association.

One new paragraph is proposed in the articles of association, § 13. The new § 13 authorizes the Board to resolve that persons not being shareholders shall be entitled to attend general meetings.

Following the insertion of the new paragraph, renumbering is proposed, whereby the former § 13 becomes § 14 and so on.

Item 24 – Resolution on authority to revise

The Board of Directors or the person appointed by the Board will have the authority to make minor revisions to resolutions passed at the Meeting as may be required for registration of the resolutions.

Other information

On the date of notice of the Annual General Meeting, the total number of shares in the company is 139,015,854, of which 27,864,176 are Class A and 111,151,678 are Class B. The total number of voting rights in the company is 389,793,438.

As of the call date, the redemption period for the 2022 incentive program is ongoing, which will affect the number of shares the company has in its own custody. After completed or ongoing de-booking of shares, the company will hold 289,885 B shares in its own holdings that cannot be represented at the meeting.

Documentation

The Board's complete proposals for resolution, Annual Report documents and other documentation that is required under the rules of the Swedish Companies Act will be available from the company and on the company website, www.oem.se, no later than three weeks prior to the Meeting, and will be sent to those shareholders who have requested this and have provided their postal address.

Disclosures

The shareholders are informed of their right, under Chapter 7 Section 32 of the Swedish Companies Act, to request information at the Annual General Meeting of circumstances that can influence judgement on a matter on the agenda and circumstances that can influence judgement of the company's financial position.

Personal data processing

For information about how your personal data are processed, please read the company's Privacy Policy for Annual General Meetings and shareholders, which is available at www.oem.se, under For Investors/Corporate governance/Annual General Meeting.

Tranås, Sweden 21 March 2025

OEM International AB
BOARD OF DIRECTORS