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EGM - Notice of the annual general meeting in Coor Service Management Holding AB

Company: Coor Service Management Hold. Date: 2025-03-19 Language: English Register to download
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# **NOTICE OF THE ANNUAL GENERAL MEETING IN COOR SERVICE MANAGEMENT HOLDING AB**

The shareholders of Coor Service Management Holding AB (reg. no. 556742-0806) ("Coor" or the "company") are hereby given notice of the annual general meeting to be held on Friday, April 25, 2025, at 1.00 p.m. at Coor Konferens Lindhagen, Lindhagensgatan 126 in Stockholm, Sweden. Registration for the meeting commences at 12.15 p.m.

The board of directors has decided that shareholders may exercise their voting rights at the meeting also by postal voting in accordance with the provisions of the articles of association of the company.

# **REGISTRATION AND NOTIFICATION**

# A) PARTICIPATION AT THE MEETING VENUE

Anyone who wishes to attend the meeting venue in person or by proxy must

- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, April 15, 2025, and
- give notice of participation no later than Thursday, April 17, 2025, at the company's website, [www.coor.com,](http://www.coor.com/) by phone +46 (0) 771-24 64 00, in writing to the following address: Computershare AB, "Coor Service Management Holding AB's Annual General Meeting", Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden or by e-mail to [proxy@computershare.se.](mailto:proxy@computershare.se) The notice of participation should state name, personal or corporate identification number, address, telephone number, e-mail address and the number of any assistants (not more than two).

If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. A template proxy form is available on the company's website, [www.coor.com.](http://www.coor.com/) If the shareholder is a legal entity, a registration certificate or equivalent authorisation document must be attached. In order to facilitate registration at the meeting, the power of attorney, registration certificate and other authorisation documents should be sent to the company at the above address well in advance of the meeting.

# B) PARTICIPATION BY POSTAL VOTING

Anyone who wishes to participate in the meeting by postal voting must

- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, April 15, 2025, and
- give notice of participation no later than Thursday, April 17, 2025, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Computershare AB no later than that day.

Shareholders who wish to attend the meeting venue in person or by proxy must give notice in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for those who wish to attend the meeting venue.

A special form shall be used for postal voting. The postal voting form is available on the company's website, [www.coor.com.](http://www.coor.com/) The completed and signed postal voting form can be sent by mail to Computershare AB, "Coor Service Management Holding AB's Annual General Meeting", Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden or by e-mail to [proxy@computershare.se.](mailto:proxy@computershare.se) Shareholders may also cast their postal votes electronically through verification with BankID via the company's website, [www.coor.com.](http://www.coor.com/)

If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A template proxy form is available on the company's website, [www.coor.com.](http://www.coor.com/) If the shareholder is a legal entity, a registration certificate or equivalent authorisation document must be attached.

The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

## NOMINEE REGISTERED SHARES

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation to the meeting in accordance with the instructions above, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date, Tuesday, April 15, 2025. Such registration may be temporary (so-called voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations that have been made by the nominee no later than Thursday, April 17, 2025, will be taken into account in the presentation of the share register.

# **PROPOSED AGENDA**

- 1. Opening of the meeting.
- 2. Election of a chair of the meeting.
- 3. Preparation and approval of the voting list.
- 4. Approval of the agenda.
- 5. Election of one or two persons who shall approve the minutes.
- 6. Determination as to whether the meeting has been duly convened.
- 7. Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report for the group.
- 8. Presentation by the president and CEO Ola Klingenborg.
- 9. Presentation of the work of the board of directors during 2024 by the chair of the board of directors Mats Granryd.
- 10. Resolutions regarding:
- a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- b. allocation of the company's profits in accordance with the adopted balance sheet and determination of record dates for dividend, and
- c. discharge from liability for the members of the board of directors and the CEOs.
	- i. Catarina Fritz (board member)
	- ii. Mats Granryd (board member)
	- iii. Karin Jarl Månsson (board member)
	- iv. Jens Lööw (board member)
	- v. Magnus Meyer (board member)
	- vi. Kristina Schauman (board member)
	- vii. Heidi Skaaret (board member)
	- viii. Linda Wikström (board member)
	- ix. Glenn Evans (employee representative)
	- x. Rikard Milde (employee representative)
	- xi. Urban Rääf (employee representative)
	- xii. AnnaCarin Grandin (CEO)
	- xiii. Peter Viinapuu (CEO)
- 11. Presentation by the chair of the nomination committee.
- 12. Determination of fees to the board members and auditors.
- 13. Determination of the number of board members and the number of auditors and deputy auditors.
- 14. Election of board members and chair of the board of directors as well as auditors and deputy auditors.

Board members

- i. Catarina Fritz (re-election)
- ii. Jens Lööw (re-election)
- iii. Magnus Meyer (re-election)
- iv. Heidi Skaaret (re-election)
- v. Linda Wikström (re-election)
- vi. Annelise Arboe Sommer (new election)
- vii. Mikael Stöhr (new election)
- Chair of the board of directors
	- viii. Mikael Stöhr (new election)

# Auditor

- ix. Öhrlings PricewaterhouseCoopers AB (re-election)
- 15. Presentation of the board of directors' remuneration report for approval.
- 16. Resolution on long-term incentive program (LTIP 2025) in accordance with (A) and hedging arrangements relating thereto in accordance with (B) or (C).
- 17. Resolution on amendments to the articles of association.
- 18. Resolution on authorisation for the board of directors to resolve on acquisitions of own shares.
- 19. Resolution on authorisation for the board of directors to resolve on new issues of shares.
- 20. Closing of the meeting.

# **PROPOSALS BY THE NOMINATION COMMITTEE (ITEMS 2 AND 12–14)**

The nomination committee ahead of the 2025 annual general meeting consists of Anna Magnusson (First AP Fund, chair), Richard Torgerson (Nordea Funds), Kristian Åkesson (Carnegie Funds), Marianne Stenberg (Second AP Fund) and the chair of the board of directors Mats Granryd.

The nomination committee has proposed the following.

- **Item 2** Mats Granryd as chair of the meeting.
- **Item 12** Fees to board members elected by the general meeting not being employed by the company as well as fees for committee work in accordance with the following:
	- Chair of the board of directors: SEK 865,000
	- Board member: SEK 315,000
	- Chair of the audit committee: SEK 225,000
	- Member of the audit committee: SEK 110,000
	- Chair of the remuneration committee: SEK 75,000
	- Member of the remuneration committee: SEK 50,000
	- Chair of the project committee: SEK 100,000
	- Member of the project committee: SEK 75,000

The proposed board fees are unchanged in comparison with the fees decided at the previous annual general meeting.

The nomination committee states that the board members are expected to make a financial commitment to the company by acquiring shares in the company within a three-year period, with a value equivalent to approximately one year's fee, calculated before taxes.

Fees to the auditor shall be paid in accordance with approved invoices.

- **Item 13** Seven board members elected by the general meeting and no deputies. One auditor and no deputies.
- **Item 14** Re-election of the board members Catarina Fritz, Jens Lööw, Magnus Meyer, Heidi Skaaret and Linda Wikström. Election of Annelise Arboe Sommer and Mikael Stöhr as new board members.

Election of Mikael Stöhr as new chair of the board of directors.

The nomination committee's motivated statement as well as information about the proposed board members are available on the company's website, [www.coor.com.](http://www.coor.com/)

In accordance with the recommendation by the audit committee, it is proposed that Öhrlings PricewaterhouseCoopers AB ("PwC") is reelected as auditor for the period until the end of the next annual general meeting. PwC has informed that the authorised public accountant Andreas Skogh will be appointed as auditor-in-charge if PwC is re-elected as auditor.

# **THE BOARD OF DIRECTORS' PROPOSAL ON ALLOCATION OF THE COMPANY'S PROFITS AND DETERMINATION OF RECORD DATES FOR DIVIDEND (ITEM 10B)**

The board of directors proposes a dividend for the financial year 2024 of SEK 1.50 per share (of which SEK 1.00 per share in ordinary dividend and SEK 0.50 in extraordinary dividend), to be paid in two instalments of SEK 1.00 and SEK 0.50, respectively. The record date for the first payment is proposed to be Tuesday, April 29, 2025, and for the second payment, Friday, October 3, 2025. If the meeting resolves in accordance with the board of directors' proposal, the first payment is expected to be made on Monday, May 5, 2025, and the second payment on Wednesday, October 8, 2025.

# **THE BOARD OF DIRECTORS' PROPOSAL REGARDING THE IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAM AND HEDGING ARRANGEMENTS RELATING THERETO (ITEM 16)**

# **Implementation of the program (item 16A)**

The board of directors proposes that the meeting resolves on the implementation of a long-term incentive program ("LTIP 2025") in accordance with the below.

## **Objectives**

LTIP 2025 is designed to provide long-term incentives for members of the Executive Management Team, including the CEO ("EMT") as well as Top Management Team and other key employees ("TMT") to improve Coor's performance and create longterm value. The main purposes of LTIP 2025 are to increase and strengthen the potential for recruiting and retaining key individuals and to create an individual long-term ownership of Coor shares among the participants and thereby align their interests with those of the shareholders.

# **Description of LTIP 2025**

LTIP 2025 is proposed to include all current and future members of the EMT and TMT (the "Participants"), currently comprising 71 employees. It is proposed that the program, which entails an investment requirement, should consist of performance shares. As proposed, LTIP 2025 may comprise a maximum of 1,625,000 shares in Coor, representing approximately 1.71 per cent of all shares and votes in Coor.[1](#page-5-0)

#### Investment requirement

In order to participate in LTIP 2025, the Participants are required to make own investments in Coor shares and allocate a number of shares to LTIP 2025. The maximum number of Coor shares that may be allocated to LTIP 2025 corresponds to approximately 7.5-10 per cent of the Participant's gross fixed annual salary in connection with enrolment in the LTIP 2025 ("Investment Shares"), as further set out below. Coor shares already held by the Participants at the time of implementation that are not allocated to ongoing share related incentive programs[2](#page-5-1) , may be accounted for as Investment Shares in the LTIP 2025. Should the Participant be prohibited to acquire Coor shares under market abuse rules or similar

<span id="page-5-0"></span><sup>1</sup> Including buffer for dividend compensations.

<span id="page-5-1"></span><sup>2</sup> For more information, see below under "Description of ongoing variable compensation programs".

at the time of giving notice to participate in LTIP 2025, Investment Shares must instead be acquired as soon as such restrictions do not longer apply.

#### Performance Share Rights

Under LTIP 2025, each Investment Share entitles the holder to a free of charge allocation of rights, which grant the Participant the right to receive a certain number of Coor shares free of charge ("Performance Share Rights") following expiration of a three-year vesting period. Each Performance Share Right entitles the holder to receive one (1) Coor share. Allotment of Coor shares pursuant to the Performance Share Rights will be subject to the achievement of performance conditions, as set out below, and will generally require that the Participant retains his or her employment and all of his or her Investment Shares over a period of approximately three years from the date of grant of the Performance Share Rights (the "Vesting Period").

Granting of Performance Share Rights will generally take place as soon as practicably possible following the 2025 annual general meeting.

In order to align the Participants' and shareholders' interests, Coor will compensate for dividends and other value transfers to the shareholders during the Vesting Period by increasing the number of shares that each Performance Share Right entitles the Participant to receive. The number of Coor shares which each Performance Share Right entitles the Participant to receive may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, reductions of the share capital, or similar actions. The transfer of shares may be accelerated as a result of any merger, demerger, larger acquisition or divestment or similar actions.

#### *Allocation and performance conditions*

The Performance Share Rights are divided into four series, Series A, Series B, Series C and Series D, and the vesting of Performance Share Rights will be subject to the satisfaction of performance conditions during the period 1 January 2025 – 31 December 2027 (the "Performance Period"), which will determine the portion (if any) of the Performance Share Rights of the respective series that will vest at the end of the Vesting Period.

The four performance conditions for the respective series of Performance Share Rights are the following:

#### *Series A* Average Customer Satisfaction Index ("ACSI"):

If Coor's ACSI during the Performance Period equals or fall short of the minimum level 68, no vesting will occur. If Coor's ACSI equals or exceeds the maximum level 72, 100 per cent vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. Information about the outcome will be provided in the annual report for the financial year 2027.

#### *Series B* Accumulated adjusted EBITA development:

If Coor's accumulated adjusted EBITA development during the Performance Period equals or falls short of the minimum level

defined as 10 per cent below of the accumulated adjusted EBITA according to Coor's Business Plan for 2025-2027 (as decided by the board of directors), no vesting will occur. If Coor's accumulated adjusted EBITA development percentage equals or exceeds the maximum level defined as 10 per cent above of the accumulated adjusted EBITA according to Coor's Business Plan, 100 per cent vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels. The board of directors have the right to adjust the target levels for any acquisitions or disposals made by Coor during the Performance Period. Information about the target levels and outcome of the performance conditions will be provided in the annual report for the financial year 2027.

### *Series C* Relative Total Shareholder Return ("TSR")[3](#page-7-0) development:

The vesting will vary depending on Coor's TSR performance versus the weighted average of a group of other companies (the "Peer Group")[4](#page-7-1) . If Coor's accumulated TSR performance during the Performance Period equals or falls short of the weighted average index for the Peer Group (the minimum level), no vesting will occur. If Coor's accumulated TSR performance equals or exceeds the weighted average index for the Peer Group by more than 6 percentage points (the maximum level), 100 per cent vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum level. Information about the outcome will be provided in the annual report for the financial year 2027.

#### *Series D* Scope 3

The vesting under Scope 3 depends on the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution. The long term goal is that 75 per cent of the emissions from these categories by 2027 should come from suppliers with climate targets approved by the Science Based Targets initiative (SBTi) (the "2027 Target"). If the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution by 2027 is between 20 and 75 per cent, a linear proportioned performance vesting will occur.

<span id="page-7-0"></span><sup>3</sup> TSR is defined as total return on the share calculated including reinvested dividends. To provide a stable assessment of performance, the TSR development will be calculated based on the average closing price of the Coor share on Nasdaq Stockholm, and the corresponding closing share price of the relevant peer group companies, for a period of 20 trading days starting on the first trading day after the date of publication of the year-end report for the period January – December 2024, in comparison with the corresponding period after the year-end report for the period January – December 2027.

<span id="page-7-1"></span><sup>4</sup> At implementation of LTIP 2025, the accumulated TSR performance shall be compared against an index consisting of the accumulated TSR development for the following companies (the company with the highest and lowest TSR development shall be excluded from the Peer Group), weighted as set out below:

<sup>-</sup> core peers (representing 60 per cent): Compass, ISS, Lassila & Tikanoja, Sodexo; and

<sup>-</sup> other peers (representing 40 per cent): AcadeMedia, Ambea, Attendo, Bravida, Loomis and Securitas.

Any vesting of shares under Scope 3 will also depend on the fulfilment of two alternative interim targets for 2025 and 2026 (the "Interim Targets"), as set out below.

If the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution from suppliers with climate targets approved by the SBTi amounts to 20 per cent by 2025 (the "Interim Target 2025"), 1/3 of full vesting will occur.

If the level of indirect emissions from purchased goods and services as well as upstream transportation and distribution from suppliers with climate targets approved by the SBTi amounts to 75 per cent by 2026 (the "Interim Target 2026"), 1/3 of full vesting will occur.

If both the Interim Targets are met, 2/3 of full vesting will occur.

If the 2027 Target is met, 100 per cent vesting will occur. If the 2027 Target is not fully met, the final vesting will correspond to the highest of the linear proportioned vesting of the 2027 Target and the total vesting resulting from the outcome of the Interim Targets.

Information about the outcome will be provided in the annual report for the financial year 2027.

The maximum number of Investment Shares to be allocated to LTIP 2025 and the maximum allocation of the respective series of Performance Share Rights for each of the three participant categories are set out below.

| Category 1<br>(CEO) | The CEO can allocate up to 21,775 Investment Shares to LTIP<br>2025.                                                                                                                                                                        |
|---------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     | Each Investment Share entitles the CEO to receive:<br>1 Performance Share Right of Series A;<br>3.5 Performance Share Rights of Series B;<br>1 Performance Share Right of Series C; and<br>0.5 Performance Share Right of Series D.         |
|                     | In total 6 Performance Share Rights for each Investment Share.                                                                                                                                                                              |
| Category 2<br>(EMT) | 10 other employees in the EMT can allocate up to 6,675<br>Investment Shares each.                                                                                                                                                           |
|                     | Each Investment Share entitles these employees to receive:<br>1 Performance Share Right of Series A;<br>2.5 Performance Share Rights of Series B;<br>1 Performance Share Right of Series C; and<br>0.5 Performance Share Right of Series D. |

In total 5 Performance Share Rights for each Investment Share.

#### *Category 3 (TMT)* Approximately 60 employees in TMT can allocate up to 3,475 Investment Shares each.

Each Investment Share entitles these employees to receive: 1 Performance Share Right of Series A;

1.5 Performance Share Rights of Series B;

1 Performance Share Right of Series C; and

0.5 Performance Share Right of Series D.

In total 4 Performance Share Rights for each Investment Share.

# *Allotment of shares*

Provided that the performance conditions above have been met during the Performance Period and that the Participant has retained his or her employment (unless special circumstances are at hand) and the Investment Shares during the Vesting Period, allotment of Coor shares ("Performance Shares") shall take place as soon as practicably possible following the expiration of the Vesting Period.

When determining the final vesting level of Performance Share Rights, the board of directors shall examine whether the vesting level is reasonable considering Coor's financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the board of directors, reduce the vesting level to the lower level deemed appropriate by the board of directors.

In the event delivery of Performance Shares to Participants cannot take place under applicable law or at a reasonable cost and employing reasonable administrative measures, the board of directors can decide that Participants may, instead, be offered a cash settlement.

# **Costs, dilution and effects on important key ratios**

The costs for LTIP 2025, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2 and distributed over the Vesting Period. The calculation has been made based on the quoted closing price of the Coor share as of March 4, 2025, i.e. SEK 34.38 per share, and the following assumptions: (i) dividends according to consensus estimates, (ii) an estimated annual turnover of personnel of 10 per cent, (iii) an average fulfilment of the performance conditions of approximately 50 per cent, and (iv) a total maximum of 1,625,000 Performance Shares eligible for allotment. In addition to the above, the costs for LTIP 2025 have been based on that the program comprises a maximum of 71 Participants and that each Participant makes a maximum investment.

In total, the costs for LTIP 2025 according to IFRS 2 are estimated to approximately SEK 17.0 million excluding social security costs (SEK 29.6 million if the average fulfilment of the performance condition is 100 per cent). The costs for social security charges are estimated to approximately SEK 6.4 million, based on the above assumptions, and also assuming an annual share price increase of 10 per cent during LTIP 2025 and a social security tax rate of 23.5 per cent (SEK 12.7 million if the average fulfilment of the performance condition is 100 per cent).

The expected annual costs of SEK 7.9 million, including social security charges, correspond to approximately 0.2 per cent of the Group's total employee costs for the financial year 2024 (0.4 per cent if the average fulfilment of the performance condition is 100 per cent).

In addition to the above-mentioned costs, LTIP 2025 is expected to generate costs related to external advisory services and administration costs related to the transfer of shares. In total, these costs are not expected to exceed SEK 0.3 million.

As proposed, the LTIP 2025 may comprise a maximum of 1,625,000 shares in Coor, representing approximately 1.71 per cent of the outstanding shares and votes in Coor, including buffer for dividend compensations.

Since there is no proposal to issue new shares, LTIP 2025 will have no dilutive effect on the existing shareholders votes or share of the capital. The effect on important key figures is only marginal.

# **Hedging arrangements**

The board of directors has considered different methods for securing the financial exposure and the transfer of shares under LTIP 2025, such as transfer of treasury shares and an equity swap agreement with a third party. The board of directors considers acquisitions of own shares on Nasdaq Stockholm with subsequent transfer to Participants to be the most cost efficient and flexible method to secure the financial exposure and the transfer of shares under LTIP 2025.

Since the costs in connection with an equity swap agreement will be significantly higher than the costs in connection with transfer of treasury shares, the board of directors' main proposal is that the financial exposure is secured by transfer of treasury shares (item 16B). Should the majority requirement under item 16B below not be reached, the board of directors proposes that the meeting approves the entering into an equity swap agreement with a third party (item 16C).

#### **Preparation of the proposal, etc.**

The proposal regarding LTIP 2025 has been prepared by Coor's remuneration committee in consultation with external advisors and has been adopted by the board of directors.

The board of directors shall, within the framework of the above terms and conditions and the applicable guidelines for remuneration to senior executives, be responsible for the implementation and management of LTIP 2025 and all major decisions relating to LTIP 2025 will be taken by the remuneration committee, with approval by the full board of directors as required.

# **Description of ongoing variable compensation programs**

Coor's ongoing share related incentive programmes – LTIP 2022, LTIP 2023 and LTIP 2024 – were approved by the annual general meeting 2022, 2023, and 2024 respectively, and are described in the note to the consolidated financial statements, note 5, in the annual reports from 2022, 2023 and 2024 respectively. The compensation for the EMT, including fixed and variable compensation, and other remunerations are also described in the annual report. The remuneration report prepared by the board of directors and presented at the annual general meeting for

approval contains a summary description of each and every incentive programs which are ongoing or have been completed during the year.

## **Authorisation for the board of directors to resolve on acquisition of own shares and resolution on transfers of own shares to LTIP 2025 Participants (item 16B)**

## **Authorisation for the board of directors to resolve on acquisitions of own shares**

The board of directors proposes that the meeting authorises the board of directors to, at one or several occasions during the period until the next annual general meeting, resolve on acquisitions of the company's own shares in accordance with the following conditions:

- Acquisitions may only be effected on Nasdaq Stockholm.
- A maximum of 1,625,000 shares may be acquired to secure delivery of shares to LTIP 2025 Participants.
- Acquisition may only be made within the registered price range on each occasion between the highest bid price and the lowest selling price.

The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

# **Resolution on transfers of own shares to LTIP 2025 Participants**

The board of directors proposes that the meeting resolves that transfers of own shares may be made in accordance with the following conditions:

- A maximum of 1,625,000 shares may be transferred, free of charge, to LTIP 2025 Participants.
- Right to acquire shares free of charge shall, with deviation from the shareholders' preferential rights, be granted to LTIP 2025 Participants.
- Transfers of shares shall be made free of charge at the time and on the other terms and conditions that LTIP 2025 Participants have the right to acquire shares.
- The number of shares that may be transferred under LTIP 2025 may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, cash dividends, reductions of the share capital, or similar actions.

The transfer of own shares is a part of the proposed LTIP 2025, and the board of directors considers it to be of benefit for Coor and its shareholders that the Participants are offered the opportunity to become shareholders in Coor on the terms and conditions of LTIP 2025.

# **Equity swap agreement with a third party (item 16C)**

Should the majority requirement under item 16B above not be reached, the board of directors proposes that the meeting resolves on the entering into an equity swap agreement with a third party, at market terms, whereby the third party in its own name shall be entitled to acquire and transfer Coor shares to the Participants.

# **Conditions**

The meeting's resolution on implementation of LTIP 2025 in accordance with item 16A above is conditional upon the meeting resolving either in accordance with the board of directors' proposal under item 16B or in accordance with the board of directors' proposal under item 16C.

# **Majority requirements**

The meeting's resolution according to item 16A above requires a simple majority among the votes cast. A valid resolution under item 16B above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the meeting approve the resolution. A valid resolution under item 16C above requires a simple majority among the votes cast.

# **THE BOARD OF DIRECTORS' PROPOSAL REGARDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION (ITEM 17)**

The board of directors proposes that the meeting resolves to amend the articles of association in order to change the registered office of the board of directors to the municipality of Solna and that a new paragraph is introduced to allow for general meetings to be held in the municipality of Stockholm, in addition to where the company has its registered office.

| Current wording                                                                                              | Proposed wording                                                                                                                                                         |
|--------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                              | §2 Registered office                                                                                                                                                     |
| The registered office of the board<br>of directors is in the municipality<br>of Stockholm, Stockholm County. | The registered office of the board<br>of directors is in the municipality<br>of Solna, Stockholm County.                                                                 |
|                                                                                                              | §9 Location of<br>general meetings                                                                                                                                       |
|                                                                                                              | General meetings shall be held at<br>the location where the board of<br>directors has its registered office<br>or in the municipality of<br>Stockholm, Stockholm County. |

As a new section 9 is proposed to be introduced, renumbering of the subsequent sections is proposed.

A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

# **THE BOARD OF DIRECTORS' PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO RESOLVE ON ACQUISITIONS OF OWN SHARES (ITEM 18)**

The board of directors proposes that the meeting authorises the board of directors to, at one or several occasions during the period until the next annual general meeting, resolve on acquisitions of the company's own shares as follows.

Acquisition shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price and payment for the shares shall be in cash. So many shares may, at the most, be repurchased so that the company's holding does not at any time exceed 10 per cent of the total number of shares in the company.

The purpose of the authorisation is to allow the board of directors the opportunity to adjust the capital structure and thus create increased value for Coor's shareholders.

The board of directors has issued a statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.

A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

## **THE BOARD OF DIRECTORS' PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO RESOLVE ON NEW ISSUES OF SHARES (ITEM 19)**

The board of directors proposes that the meeting authorises the board of directors to, at one or several occasions during the period until the next annual general meeting, resolve on new issues of shares. By resolutions based on the authorisation, not more than such number of shares corresponding to 10 per cent of the total number of shares in the company at the time of the meeting's resolution on the authorisation, may be issued.

The authorisation includes a right to resolve to issue new shares for cash consideration, by contribution in kind or payment by set-off. Share issues for cash consideration and by payment by set-off may be made with deviation from the shareholders' preferential rights, provided that the share issue is made on market terms.

The reason for the proposal and the potential deviation from the shareholders' preferential rights is to allow for flexibility in connection with potential acquisitions or to raise capital for acquisitions.

A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

# **SHARES AND VOTES**

There are in total 95,812,022 shares and votes in the company. The company has only one series of shares. The company holds 941,856 treasury shares that cannot be represented at the meeting.

# **SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION**

The board of directors and CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to another company within the group. Shareholders wishing to submit questions in advance may send them to Coor Service Management Holding AB, Attn: General Counsel Erik Strümpel, Mathildatorget 9, SE-169 75 Solna, Sweden or via e-mail to [erik.strumpel@coor.com.](mailto:erik.strumpel@coor.com)

## **DOCUMENTS**

The nomination committee's motivated statement as well as information about the proposed board members are available on the company's website, [www.coor.com.](http://www.coor.com/)

The annual report, the auditor's report, the board of directors' statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, the board of directors' remuneration report, the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, the board of directors' statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act and the articles of association in its proposed wording will be available at the company at Mathildatorget 9, SE-169 75 Solna, Sweden and on the company's website, [www.coor.com,](http://www.coor.com/) no later than as from Friday, April 4, 2025. The documents will also be sent to shareholders who so request and state their address.

# **AUTHORISATION**

The board of directors, or any person appointed by the board of directors, shall be authorised to make the minor adjustments in the resolutions adopted by the meeting as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

#### **PROCESSING OF PERSONAL DATA**

For information regarding the processing of your personal data, please refer to: [www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf](http://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf) and [www.computershare.com/se/gm-gdpr#English.](http://www.computershare.com/se/gm-gdpr#English)

Stockholm in March 2025

**Coor Service Management Holding AB (publ)** *The board of directors*