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Coor Service Management Hold. Proxy Solicitation & Information Statement 2026

Mar 23, 2026

3031_rns_2026-03-23_0a6dd622-c986-49ea-87c1-6a9440a6abe1.pdf

Proxy Solicitation & Information Statement

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COOR

NOTICE OF THE ANNUAL GENERAL MEETING IN COOR SERVICE MANAGEMENT HOLDING

The shareholders of Coor Service Management Holding AB (publ) (reg. no. 556742-0806) ("Coor" or the "company") are hereby given notice of the annual general meeting to be held on Friday, April 24, 2026, at 1.00 p.m. at the company's head office at Mathildatorget 9 in Solna, 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 Thursday, April 16, 2026, and
  • give notice of participation no later than Monday, April 20, 2026, at the company's website, 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", P.O. Box 149, SE-182 12 Danderyd, Sweden or by e-mail to [email protected]. 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. 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 Thursday, April 16, 2026, and
  • give notice of participation no later than Monday, April 20, 2026, 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.

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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. The completed and signed postal voting form can be sent by mail to Computershare AB, "Coor Service Management Holding AB's Annual General Meeting", P.O. Box 149, SE-182 12 Danderyd, Sweden or by e-mail to [email protected]. Shareholders may also cast their postal votes electronically through verification with BankID via the company's website, 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. 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 on 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 at 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, Thursday, April 16, 2026. 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 Monday, April 20, 2026, 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, including the sustainability report and the auditor's assurance report.
  8. Presentation by the president and CEO Ola Klingenborg.
  9. Presentation by the chair of the board of directors Mikael Stöhr.
  10. Resolutions regarding:
    a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,

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b. allocation of the company's profits in accordance with the adopted balance sheet and determination of record dates for dividends, and
c. discharge from liability for the members of the board of directors and the CEOs.

i. Annelise Arboe Sommer (board member)
ii. Catarina Fritz (board member)
iii. Jens Lööw (board member)
iv. Magnus Meyer (board member)
v. Mikael Stöhr (board member)
vi. Heidi Skaaret (board member)
vii. Linda Wikström (board member)
viii. Mats Granryd (board member)
ix. Karin Jarl Månsson (board member)
x. Glenn Evans (employee representative)
xi. Rikard Milde (employee representative)
xii. Urban Rääf (employee representative)
xiii. Ola Klingenborg (CEO)
xiv. Peter Viinapuu (CEO)

  1. Presentation by the chair of the nomination committee.
  2. Determination of fees to the board members and auditors.
  3. Determination of the number of board members and the number of auditors and deputy auditors.
  4. Election of board members and the chair of the board of directors as well as auditors and deputy auditors.

Board members

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

Chair of the board of directors

viii. Mikael Stöhr (re-election)

Auditor

ix. Öhrlings PricewaterhouseCoopers AB (re-election)

  1. Resolution on instructions for the nomination committee.
  2. Presentation of the board of directors' remuneration report for approval.

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  1. Resolution on remuneration guidelines for senior executives.
  2. Resolution on long-term incentive program (LTIP 2026) in accordance with (A) and hedging arrangements relating thereto in accordance with (B) or (C).
  3. Resolution on authorisation for the board of directors to resolve on acquisitions of own shares.
  4. Resolution on authorisation for the board of directors to resolve on new issues of shares.
  5. Resolution on shareholder Peter Johansson's proposal to introduce a limitation on the duration of engagement for external consultants and to require permanent employment contracts.
  6. Closing of the meeting.

PROPOSALS BY THE NOMINATION COMMITTEE (ITEMS 2 AND 12-15)

The nomination committee ahead of the 2026 annual general meeting consists of Richard Torgerson (Nordea Funds, chair), Kristian Åkesson (Carnegie Funds), Anette Andersson (SEB Funds) and the chair of the board of directors Mikael Stöhr.

The nomination committee has proposed the following.

Item 2 Henrik Wållgren, member of the Swedish Bar Association, from Advokatfirman Cederquist.

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 950,000 (SEK 865,000)
  • Board member: SEK 350,000 (SEK 315,000)
  • Chair of the audit committee: SEK 250,000 (SEK 225,000)
  • Member of the audit committee: SEK 125,000 (SEK 110,000)
  • Chair of the remuneration committee: SEK 85,000 (SEK 75,000)
  • Member of the remuneration committee: SEK 55,000 (SEK 50,000)
  • Chair of the project committee: SEK 110,000 (SEK 100,000)
  • Member of the project committee: SEK 80,000 (SEK 75,000)

The nomination committee states that, as in the previous year, 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 Annelise Arboe Sommer, Catarina Fritz, Jens Lööw, Magnus Meyer, Mikael Stöhr, Heidi Skaaret and Linda Wikström.


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Re-election of Mikael Stöhr as 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.

In accordance with the recommendation by the audit committee, it is proposed that Öhrlings PricewaterhouseCoopers AB ("PwC") is re-elected 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 continue as auditor-in-charge if PwC is re-elected as auditor.

Item 15

The nomination committee proposes the following instructions for the nomination committee.

The nomination committee shall, as a general rule, consist of representatives of the four largest shareholders in terms of voting rights, based on shareholder statistics provided by Euroclear Sweden AB as of the last banking day in August each year, and other reliable ownership information made available to the company at that time, as well as the chair of the board of directors, who shall also convene the first meeting of the nomination committee. If any of the four largest shareholders in terms of voting rights declines to exercise its right to appoint a member of the nomination committee, or is otherwise deemed to have waived such right, the next shareholder in order of voting rights shall be given the opportunity to appoint a member of the nomination committee, provided that no more than ten shareholders in total need to be asked, unless this is required in order for the nomination committee to consist of at least three members.

The composition of the nomination committee, including information on which shareholder has appointed each member, shall be made public no later than six months prior to the annual general meeting. The mandate period of the nomination committee shall extend until a new nomination committee has been appointed.

The member representing the largest shareholder in terms of voting rights shall be appointed chair of the nomination committee.

If the ownership structure changes after the last banking day in August, but before the date falling three months prior to the forthcoming annual general meeting, and a shareholder who, following such change, has become one of the four largest shareholders in terms of voting rights requests to participate in the nomination committee by notifying the chair of the nomination committee, such shareholder shall be entitled, as determined by the nomination committee, either to appoint an additional member of the nomination committee or to appoint a member who shall replace the member appointed by the shareholder who, following the change in ownership structure, is no longer one of the four largest shareholders in terms of voting rights. A shareholder that has appointed a member of the nomination committee shall have the right to remove such member and appoint a new member. The same shall apply if a member leaves the nomination


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committee. Any changes to the composition of the nomination committee shall be made public.

No remuneration shall be paid to the members of the nomination committee. At the request of the nomination committee, the company shall provide personnel resources, such as secretarial assistance, in order to facilitate the work of the nomination committee. If necessary, the company shall also bear reasonable costs for external consultants and similar resources that the nomination committee deems necessary in order to fulfil its assignment.

The nomination committee shall submit proposals regarding: the chair of the general meeting, the board of directors, the chair of the board of directors, the auditor, fees apportioned between the chair and the other members and fees for committee work, fees to the company's auditor and, to the extent deemed necessary, proposals for amendments to this instruction.

This instruction shall apply until otherwise resolved by the general meeting.

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 2025 of SEK 2.50 per share (of which SEK 1.50 per share in ordinary dividend and SEK 1.00 in extraordinary dividend), to be paid in two instalments of SEK 1.50 and SEK 1.00, respectively. The record date for the first payment is proposed to be Tuesday, April 28, 2026, and for the second payment, Monday, October 5, 2026. If the meeting resolves in accordance with the board of directors' proposal, the first payment is expected to be made on Monday, May 4, 2026, and the second payment on Thursday, October 8, 2026.

THE BOARD'S PROPOSAL ON REMUNERATION GUIDELINES FOR SENIOR EXECUTIVES (ITEM 17)

The board of directors proposes that the meeting resolves to adopt the following guidelines for the remuneration of senior executives in Coor.

The executives covered by the guidelines are the CEO and the other members of the executive management. The guidelines also cover any remuneration to board members other than board fees. The guidelines shall apply to remuneration agreed, and to amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2026. These guidelines do not apply to any remuneration resolved by the general meeting. For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted to comply with mandatory rules or established local practice, while taking into account, to the extent possible, the overall purpose of these guidelines.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

In short, Coor's business concept is to take over, manage and develop services in offices, at properties and production facilities, and in the public sector (Facilities


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Management). The business is to be conducted in an effective, sustainable long-term and value-creating manner in relation to customers, employees and investors as well as society and the environment at large. Coor's overall strategies are:

  • Growth within Integrated Facilities Management.
  • Growth within single Facilities Management services.
  • Customized and flexible delivery model.
  • Focus on operational efficiency.
  • Nordic focus, but some flexibility out in Europe.

For further information about Coor's business strategy, please visit Coor's website, www.coor.com/sv/investerare/strategy/.

A prerequisite for the successful implementation of Coor's business strategy and safeguarding of the company's 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 total remuneration, which these guidelines enable. The total remuneration shall be competitive, in line with market levels and reflect the individual's performance and responsibility, and with regard to any long-term variable remuneration, the value growth of the Coor share that accrues to the shareholders. Variable cash remuneration covered by these guidelines shall aim at promoting the company's business strategy and long-term interests, including its sustainability.

The CEO and the other senior executives have had the opportunity to participate in long-term share-related incentive plans implemented in the company. The outcome of these plans does not qualify for pension benefits. The plans have been resolved by the annual general meetings and are therefore not subject to these guidelines. The long-term share related incentive plan proposed by the board of directors to the annual general meeting 2026 and any future share-related incentive plans to be approved by the general meetings are not subject to the guidelines for the same reason. For more information regarding the performance criteria, terms and conditions and expenses for these plans, please see the board of directors' complete proposals prior to each annual general meeting on the company's website, www.coor.com/about-us/governance/AGM/.

Types of remuneration, etc.

The remuneration to the senior executives shall consist of fixed salary, any variable remuneration, pension and other benefits. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.

Fixed salary

The fixed salary shall consist of cash salary. The fixed salary for each member of the executive management shall be revised annually. The fixed salary shall be in line with market terms and based on factors such as the position, qualifications, experience and performance.

Variable remuneration

Any variable remuneration shall consist of annual variable cash salary. Variable cash remuneration is conditional upon satisfaction of defined and measurable


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criteria and should be capped at 75 per cent of the annual fixed salary. The satisfaction of criteria for awarding possible variable cash remuneration shall be measured over a period of one year.

The variable cash remuneration shall be linked to one or several predetermined and measurable criteria, such as the group's EBITA, the turnover increase for new businesses (either through organic growth or acquisitions) or cash flow. The criteria may also, to some extent, consist of individualized quantitative or qualitative objectives. Each criterion for the variable remunerations shall be weighted individually for each executive. However, EBITA, turnover increase for new businesses or cash flow shall account for at least 70 per cent of the weight of all criteria. By linking the criteria for the executives' remunerations to growth, profitability measures and cash generation, the remunerations contribute to the implementation of the company's business strategy and long-term interests, including its sustainability¹, as well as the executive's long-term development.

To which extent the criteria for awarding variable cash remuneration have 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.

The terms and conditions for variable remuneration should be designed so that the board of directors, in the event of exceptional economic circumstances, is able to limit or refrain from paying variable remuneration if such action is deemed reasonable.

In specific cases, agreements on non-recurring remuneration may be reached, provided that such remuneration does not exceed an amount corresponding to 25 per cent of the annual fixed salary and is not paid more than once a year to the same individual. Such remuneration shall not qualify for pension benefits unless otherwise provided by mandatory collective agreement provisions. Any resolution on such remuneration shall be made by the board of directors based on a proposal from the remuneration committee.

No other variable cash remuneration shall be awarded.

Pension

For the CEO, pension benefits are regulated by the collective agreement. Pension premiums on salary that exceeds the maximum limit under the collective agreement shall be premium based and amount to not more than 30 per cent of the fixed annual salary. Variable remuneration shall not qualify for pension benefits. For other senior executives, pension benefits shall be premium based unless the individual concerned is subject to a defined benefit pension under mandatory collective agreement provisions. Variable remuneration shall qualify for pension benefits. The pension premiums for a premium based pension shall amount to not more than 30 per cent of the fixed annual cash salary.

¹ In its three dimensions: economic, social and environmental.


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Other benefits

Other benefits may include, for example, medical insurance (Sw. sjukvårdsförsäkring) and company cars. Premiums and other expenses associated with such benefits may amount to not more than five per cent of the fixed annual salary.

Consultancy fees to board members

In specific cases, Coor's board members elected by the general meeting may, for a limited time, be remunerated for services within their respective area of expertise which do not constitute board work. Such services (including services provided by the relevant board member's wholly-owned company) shall be remunerated with an amount that is in line with market terms, provided that such services contribute to the implementation of Coor's business strategy and safeguarding of Coor's long-term interests, including its sustainability. Such consultancy fees shall not exceed two annual board fees per year for each board member.

Termination of employment

Severance pay is normally paid if the employment is terminated by the company. Members of the executive management may have a period of notice of not more than six months, in combination with severance pay corresponding to a maximum of 18 months' fixed salary. The severance payment shall not be pensionable or form the basis for holiday pay. No severance payment will be made when employment is terminated by the employee.

Salary and employment conditions for employees

In the preparation of the board of directors' 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 the increase and growth rate over time, in the remuneration committee's and the board of directors' basis for decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

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

The board of directors has established a remuneration committee. The committee's tasks include preparing the board of directors' decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. The guidelines shall be in force until new guidelines are adopted by 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 of directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.


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Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines resolved by the general meeting, 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 of directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Description of significant changes to the guidelines and how shareholders' opinions have been taken into account

Apart from editorial changes, the proposed guidelines correspond to the current guidelines for the remuneration of senior executives adopted by the annual general meeting 2022, with one exception relating to variable cash salary, whereby the weighting of EBITA, turnover increase for new businesses or cash flow shall account for at least 70 per cent of the weight of all criteria. Since 2022, the weighting of these parameters has been at least 60 per cent. The board of directors has not received any comments from shareholders on the applicable guidelines.

THE BOARD OF DIRECTORS' PROPOSAL REGARDING THE IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAM AND HEDGING ARRANGEMENTS RELATING THERETO (ITEM 18)

Implementation of the program (item 18A)

The board of directors proposes that the meeting resolves on the implementation of a long-term incentive program ("LTIP 2026") in accordance with the below.

LTIP 2026 will, in all material respects, retain the same structure and economic characteristics for participants as the long-term incentive program adopted in 2025. However, it is proposed that the terms of the program be amended so that LTIP 2026 will comprise two series of performance share rights, each subject to performance conditions based on total shareholder return of the Coor share measured both in absolute terms and relative to a defined peer group, as well as that the allotment of shares under the program shall be conditional upon the fulfilment of two equally weighted, operational threshold conditions relating to the customer satisfaction index and to indirect emissions.

Objectives

LTIP 2026 is designed to provide long-term incentives for members of the Executive Management Team, including the CEO ("EMT") as well as the Top Management Team and other key employees ("TMT") to improve Coor's performance and create long-term value. The main purposes of LTIP 2026 are to increase and strengthen the potential for recruiting and retaining key individuals and to create individual long-term ownership of Coor shares among the participants and thereby align their interests with those of the shareholders.

Description of LTIP 2026

LTIP 2026 is proposed to include all current and future members of the EMT and TMT (the "Participants"), currently comprising 72 employees. It is proposed that the program, which entails an investment requirement, should consist of performance


shares. As proposed, LTIP 2026 may comprise a maximum of 1,080,000 shares in Coor, representing approximately 1.14 per cent of all shares and votes in Coor.²

Investment requirement

In order to participate in LTIP 2026, the Participants are required to make their own investments in Coor shares and allocate a number of shares to LTIP 2026. The maximum number of Coor shares that may be allocated to LTIP 2026 corresponds to approximately 7.5-10 per cent of the Participant's gross fixed annual salary in connection with enrolment in the LTIP 2026 ("Investment Shares"). Coor shares already held by the Participants at the time of implementation that are not allocated to ongoing variable incentive programs³, may be accounted for as Investment Shares. Should the Participant be prohibited from acquiring Coor shares under market abuse rules or similar at the time of giving notice to participate in LTIP 2026, Investment Shares must instead be acquired as soon as such restrictions no longer apply.

Performance Share Rights

Under LTIP 2026, each Investment Share entitles the holder, free of charge, to an allocation of rights which in turn entitles the Participant to the right to receive a certain number of Coor shares free of charge ("Performance Share Rights") following expiration of a three-year vesting period. The Performance Share Rights are divided into two series, Series A and Series B, and 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 the operational threshold conditions and share price-related 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 three-year vesting period, which ends following the publication of Coor's interim report for the period January–March 2029 (the "Vesting Period").

Granting of Performance Share Rights will generally take place as soon as practicably possible following the 2026 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.

Operational threshold conditions

A condition for vesting of shares under LTIP 2026 is that the following operational threshold conditions are fulfilled during the period 1 January 2026 – 31 December 2028 (the "Performance Period").

² Including buffer for dividend compensations.

³ For more information, see below under "Description of ongoing variable compensation programs".


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  • in respect of 50 per cent of the Performance Share Rights in each series, that Coor's average customer satisfaction index (ACSI) exceeds 70; and
  • in respect of 50 per cent of the Performance Share Rights in each series, that the average proportion of indirect emissions (Scope 3) from purchased goods and services and upstream transport and distribution from suppliers with climate targets approved by the Science Based Targets initiative (SBTi) exceeds the proportion for the financial year 2025 (48 per cent). In the event of material changes to SBTi's requirements or methodology that affect comparability, the board of directors shall have the right to adjust the threshold value in order to preserve the original sustainability intent of the condition.

Share price-related performance conditions

The vesting of shares is conditional upon the fulfilment of the performance conditions set out below during 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. Target fulfilment will also be assessed on a financial year basis, and the final allocation will be determined on the basis of the higher of the achievement of the targets for the individual financial years and the achievement over the entire Performance Period.

Series A

Absolute total shareholder return (TSR) performance:

If Coor's average annual TSR falls short of the minimum of 5 per cent, no vesting will occur. If Coor's average annual TSR equals or exceeds the maximum of 12.5 per cent, 100 per cent vesting will occur. A linear proportioned performance vesting will occur if the outcome is between the minimum and maximum levels.

Series B

Relative Total Shareholder Return (TSR) development:

The vesting will vary depending on Coor's TSR performance versus the weighted average of a group of other companies (the "Peer Group")$^{4}$. If Coor's accumulated TSR performance 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 6 percentage points or more (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.

Total shareholder return (TSR) is defined as the total return on the share including reinvested dividends. In order to enable a fair assessment of performance, TSR development is calculated on the basis of the average closing price of the Coor share on Nasdaq Stockholm, and the corresponding closing price for the relevant peer group companies, during a period of 20 trading days starting on the first trading day following the publication of the year-end report for the period January–

$^{4}$The accumulated TSR development shall, at the implementation of LTIP 2026, be compared against an index consisting of the accumulated TSR development of the following companies (whereby the reference company with the highest and lowest TSR development, respectively, shall be excluded from the Reference Group): Compass, ISS, Sodexo, CBRE, Bravida, Instalco, Securitas, Lassila & Tikanoja, Green Landscaping and Ambea.


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December 2025, as compared to the corresponding period following the publication of the year-end report for the period January–December 2028.

Information about the outcome will be provided in the annual report for the financial year 2028.

The maximum number of Investment Shares to be allocated to LTIP 2026 and the maximum allocation of the respective series of Performance Share Rights for each of the three categories of Participants are set out below.

Category 1 (CEO)
The CEO can allocate up to 11,700 Investment Shares to LTIP 2026.

Each Investment Share entitles the CEO to receive:
3 Performance Share Rights of Series A; and
3 Performance Share Rights of Series B.

In total 6 Performance Share Rights for each Investment Share.

Category 2 (EMT)
11 other employees in the EMT can allocate up to 4,400 Investment Shares each.

Each Investment Share entitles these employees to receive:
2.5 Performance Share Rights of Series A; and
2.5 Performance Share Rights of Series B.

In total 5 Performance Share Rights for each Investment Share.

Category 3 (TMT)
Approximately 60 employees in TMT can allocate up to 2,300 Investment Shares each.

Each Investment Share entitles these employees to receive:
2 Performance Share Rights of Series A; and
2 Performance Share Rights of Series B.

In total 4 Performance Share Rights for each Investment Share.

Allotment of shares

Provided that, and to the extent that, the operational threshold conditions and the share price-related performance conditions set out 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


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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 2026, 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 9, 2026, i.e. SEK 57.90 per share, and the following assumptions: (i) dividends according to consensus estimates, (ii) an estimated annual turnover of personnel of 10 per cent, (iii) fulfilment of both of the operational threshold conditions, (iv) an average fulfilment of the share price-related performance conditions of approximately 45 per cent, and (v) a total maximum of 1,080,000 Performance Shares eligible for allotment. In addition to the above, the costs for LTIP 2026 have been based on the program comprising a maximum of 72 Participants and each Participant making a maximum investment.

In total, the costs for LTIP 2026 according to IFRS 2 are estimated at approximately SEK 16.4 million excluding social security costs (SEK 16.4 million if the average fulfilment of the performance condition is 100 per cent). The costs for social security charges are estimated at approximately SEK 6.5 million, based on the above assumptions, and an assumption of an annual total shareholder return of 10 per cent during LTIP 2026 and a social security tax rate of 23.5 per cent (SEK 13 million if the average fulfilment of the performance condition is 100 percent and an annual total shareholder return of 15 per cent).

The expected annual costs of SEK 7.8 million, including social security charges, correspond to approximately 0.1 per cent of the Group's total employee costs for the financial year 2025 (0.2 per cent if the average fulfilment of the performance condition is 100 per cent and an annual total shareholder return of 15 per cent).

In addition to the above-mentioned costs, LTIP 2026 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 0.4 million.

As proposed, the LTIP 2026 may comprise a maximum of 1,080,000 shares in Coor, representing approximately 1.14 per cent of the outstanding shares and votes in Coor, including a buffer for dividend compensations.

Since there is no proposal to issue new shares, LTIP 2026 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 2026, such as the 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 2026.

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


15(18)

treasury shares (item 18B). Should the majority requirement under item 18B 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 18C).

Preparation of the proposal, etc.

The proposal regarding LTIP 2026 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, be responsible for the implementation and management of LTIP 2026 and all major decisions relating to LTIP 2026 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 programs – LTIP 2023, LTIP 2024 and LTIP 2025 – were approved by the annual general meeting 2023, 2024 and 2025 respectively, and are described in the note to the consolidated financial statements, note 5, in the annual reports from 2023, 2024 and 2025 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 program which is ongoing or has 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 2026 Participants (item 18B)

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, on 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 be made on Nasdaq Stockholm and in accordance with Nasdaq Nordic Main Market Rulebook for Issuers of Shares.
  • A maximum of 1,080,000 shares may be acquired to secure delivery of shares to LTIP 2026 Participants.
  • Acquisitions shall be made in accordance with the price limitations set out in Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which states that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Acquisitions may not be made at a price lower than the lowest price at which an independent purchase can be made.

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


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Resolution on transfers of own shares to LTIP 2026 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 1,080,000 shares may be transferred, free of charge, to LTIP 2026 Participants.
  • The right to acquire shares free of charge shall, with deviation from the shareholders' preferential rights, be granted to LTIP 2026 Participants.
  • Transfers of shares shall be made free of charge at the time and on the other terms and conditions on which LTIP 2026 Participants have the right to acquire shares.
  • The number of shares that may be transferred under LTIP 2026 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 2026, 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 2026.

Equity swap agreement with a third party (item 18C)

Should the majority requirement under item 18B above not be reached, the board of directors proposes that the meeting resolves on 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 2026 in accordance with item 18A above is conditional upon the meeting resolving either in accordance with the board of directors' proposal under item 18B or in accordance with the board of directors' proposal under item 18C.

Majority requirements

The meeting's resolution according to item 18A above requires a simple majority among the votes cast. A valid resolution under item 18B 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 18C above requires a simple majority among the votes cast.

THE BOARD OF DIRECTORS' PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO RESOLVE ON ACQUISITIONS OF OWN SHARES (ITEM 19)

The board of directors proposes that the meeting authorises the board of directors to, on one or several occasions during the period until the next annual general meeting, resolve on acquisitions of the company's own shares as follows. Acquisitions may be made on Nasdaq Stockholm and in accordance with the Nasdaq Nordic Main Market Rulebook for Issuers of Shares. Acquisitions may be made of such a number of shares that the company's holding of its own shares does not at any time exceed 10 per cent of all shares in the company. Acquisitions shall be made in accordance with the price limitations set out in the Nasdaq Nordic Main


17(18)

Market Rulebook for Issuers of Shares, which states that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Acquisitions may not be made at a price lower than the lowest price at which an independent purchase can be made.

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 20)

The board of directors proposes that the meeting authorises the board of directors to, on 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.

RESOLUTION ON SHAREHOLDER PETER JOHANSSON'S PROPOSAL TO INTRODUCE A LIMITATION ON THE DURATION OF ENGAGEMENT FOR EXTERNAL CONSULTANTS AND TO REQUIRE PERMANENT EMPLOYMENT CONTRACTS (ITEM 21)

Shareholder Peter Johansson proposes that the meeting resolve that Coor introduce a policy whereby an external consultant working full-time in a specific role or position may hold such role for a maximum period of two (2) years and that, following such two-year period, Coor shall, if the need for the role remains, either offer permanent employment in respect of the position or fill the position through the company's ordinary recruitment process for a permanent employee.

The complete proposal is available on the company's website, www.coor.com.


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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 885,273 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 [email protected].

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.

The annual and sustainability 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 complete shareholder proposal will be available at the company at Mathildatorget 9, SE-169 75 Solna, Sweden and on the company's website, www.coor.com, no later than Thursday, April 2, 2026. 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 to 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 and www.computershare.com/se/gm-gdpr#English.

Solna in March 2026

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