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Enity Holding AB — Proxy Solicitation & Information Statement 2026
Mar 30, 2026
10268_rns_2026-03-30_1428b4a4-3182-44e9-a14b-f594b6a4ade7.pdf
Proxy Solicitation & Information Statement
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Notice of Annual General Meeting of Enity Holding AB (publ)
The shareholders of Enity Holding AB (publ) Reg. No. 556668-9575, are hereby summoned to the Annual General Meeting (the “Meeting”) to be held on Thursday, 7 May, 2026, at 10.00 (CEST), at Helio GT30, Grev Turegatan 30, Stockholm, Sweden.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Meeting also by postal voting.
Right to participate and registration
(A) Participation at the meeting venue
A person 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, 28 April, 2026, and
- give notice of participation no later than Thursday, 30 April, 2026, at Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/, by mail to Enity Holding AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by e-mail [email protected] or by phone no. +46 8 402 91 33. The notification shall set forth the name, address, telephone number (daytime), personal/corporate identity number and, when applicable, information about the number of assistants (not more than two).
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. Proxy forms are available at the Company’s website www.enity.com. If the power of attorney has been issued by a legal entity, a registration certificate or corresponding authorisation must be enclosed. 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 address stated above in connection with the notice of participation.
(B) Participation by postal voting
A person who wishes to participate in the Annual General 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, 28 April, 2026, and
- give notice of participation no later than Thursday, 30 April, 2026 by casting its postal vote in accordance with the instructions below so that the postal voting form is received by Euroclear Sweden 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 a person who wishes to attend the meeting venue.
A special form shall be used for postal voting. The postal voting form is available at the Company's website www.enity.com.
The completed and signed postal voting form may be sent by mail to Enity Holding AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. Shareholders may also submit their postal votes electronically through verification with BankID via Euroclear Sweden AB's website https://www.euroclear.com/sweden/generalmeetings/. The completed form must be received by Euroclear Sweden AB no later than 30 April, 2026.
The shareholder may not provide specific instructions or conditions to the postal voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Proxy forms are available at the Company's website www.enity.com. If the shareholder is a legal entity, a registration certificate or corresponding authorisation must be enclosed with the 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, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 28 April, 2026. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than 30 April, 2026 will be taken into account in the presentation of the share register.
Proposed agenda
- Opening of the Meeting.
- Election of Chair of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the Meeting has been duly convened.
- Presentation by the CEO.
- Presentation of the annual report and the auditor's report as well as the consolidated accounts and the auditor's report for the group, and of the auditor's statement regarding whether the Company has adhered to the guidelines for remuneration to senior executives.
- Resolution on
a) adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
b) dispositions in respect of the Company's result in accordance with the
adopted balance sheet, and
c) discharge of liability of the Board members and the CEO.
- Resolution regarding the number of Board members and auditors.
- Determination of remuneration to the Board members and to the auditor.
- Election of Board members and Chair of the Board.
- Election of auditor.
- Resolution on approval of the remuneration report.
- Resolution on Instruction for the Nomination Committee.
- Resolution on (i) implementation of a performance-based incentive programme (PSP 2026) and (ii) delivery of shares to participants through the issue and transfer of warrants of series 2026/2029.
- Resolution on authorisation for the Board of Directors to resolve on issuance of new shares and/or convertible bonds and/or warrants.
- Closing of the Meeting.
Nomination Committee
The Nomination Committee consists of Vesa Koskinen, Chair of the Nomination Committee (EQT), Peter Lundkvist (Tredje AP-fonden (AP3)), Carl Rydin (Jofam) and Jayne Almond (Chair of the Board).
Proposal for resolutions
Election of Chair of the Meeting (item 2)
The Nomination Committee proposes that attorney-at-law Emil Boström is elected Chair of the Annual General Meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Annual General Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Resolution on dispositions in respect of the Company's result in accordance with the adopted balance sheet (item 9b)
The Board of Directors proposes a cash dividend to the Company's shareholders of SEK 1.40 per share. Monday, 11 May, 2026 is proposed as the record date for the dividend. If the Meeting resolves in accordance with the proposal, the dividend is expected to be paid by Euroclear Sweden AB on Friday, 15 May, 2026.
Resolution regarding the number of Board members and auditors (item 10)
The Nomination Committee proposes that 5 ordinary Board members without deputies should be appointed, and that one auditor without any deputy auditor should be appointed.
Determination of remuneration to the Board members and to the auditor (item 11)
The Nomination Committee proposes that the remuneration to each Board member elected by the General Meeting is distributed as follows:
- Chair of the Board SEK 1,800,000 (unchanged)
- Other Board members SEK 900,000 (unchanged)
- Chair of the Audit, Risk and Compliance Committee SEK 300,000 (unchanged)
- Other members of the Audit, Risk and Compliance Committee SEK 75,000 (unchanged)
- Chair of the Remuneration Committee SEK 125,000 (unchanged)
- Other members of the Remuneration Committee SEK 50,000 (0)
Fees to the auditor shall be paid in accordance with approved invoice.
Election of Board members and Chair of the Board (item 12)
The Nomination Committee proposes re-election of Jayne Almond, Christopher Rees, Julia Ehrhardt and Rolf Stub and new election of Mikael Walther. Vesa Koskinen has announced that he is not available for re-election.
The Nomination Committee proposes re-election of Jayne Almond as Chair of the Board.
Mikael Walther
Born 1981. Master of Science (MSc) in Engineering Physics, Royal Institute of Technology (KTH), Sweden and Master of Science (MSc) in Business and Economics, Stockholm School of Economics, Sweden.
Other appointments: CEO of Rosfelt Enterprises AB, Chair of the Board of Ture Investment Partners AB, Board member of Rebtel AB and of Hobohm Brothers Equity AB.
Previous appointments: Board member of Klarna Bank AB, CEO of Navos Capital, Investment Specialist at Cevian Capital and Analyst at Goldman Sachs.
Own and closely related persons' holding in the Company: 175 shares
Independent in relation to the Company and its executive management as well as the Company's major shareholders.
Election of auditor (item 13)
The Nomination Committee proposes re-election of Ernst & Young AB as the Company's auditor for the period until the close of the Annual General Meeting 2027, in accordance with the recommendation of the Audit, Risk and Compliance Committee.
Resolution on Instruction for the Nomination Committee (item 15)
The Nomination Committee proposes that the Annual General Meeting resolves to adopt the following revised instruction for the Nomination Committee. Compared with the currently applicable instruction, the proposal entails a clarification regarding changes in ownership after the time of the appointment of the Nomination Committee, as well as certain other minor editorial adjustments.
The Nomination Committee shall be composed of the chairperson of the Board of Directors and representatives of the three largest shareholders in terms of votes, listed in the shareholders' register maintained by Euroclear Sweden AB as of the last banking day in August each year, or other reliable data provided to the company at such time.¹
The chairperson of the Board of Directors shall as soon as practically possible following the last banking day in August each year convene the Nomination Committee to its first meeting and shall further, as part of the work of the Nomination Committee, inform the Nomination Committee about the work of the Board of Directors and the requirements for certain competence etc. that may be of importance for the work of the Nomination Committee.
The member representing the largest shareholder in terms of votes shall be appointed chairperson of the Nomination Committee, unless otherwise agreed by the Nomination Committee. The chairperson of the Nomination Committee shall have the casting vote in case of equal number of votes. The composition of the Nomination Committee for the Annual General Meeting shall be publicly announced in a press release no later than six months prior to each Annual General Meeting.
Should any of the three largest shareholders in terms of votes decline to participate in the Nomination Committee, or otherwise be considered to have waived such a right, a representative from the largest shareholder (in terms of votes) next in line (based on the latest available shareholder statistics or other reliable data provided to the company, as per the first paragraph above) shall be appointed.
If a shareholder who has appointed a member of the Nomination Committee ceases to be among the three largest shareholders in terms of votes, the shareholder's representative shall, if the Nomination Committee so decides, withdraw from the Nomination Committee and the shareholder who has become one of the three largest shareholders in terms of votes
¹ In determining the three largest shareholders in terms of votes, a group of shareholders shall be considered one shareholder if they (i) have been organised as a group in the Euroclear system or (ii) have made public and notified the company that they have made a written agreement to take, through the coordinated exercise of voting rights, a common long-term view on the management of the company. Should the share register include nominee registered shareholdings, such shareholdings shall only be considered if the nominee has reported the identity of the underlying shareholder to Euroclear Sweden AB or if the company receives other reliable ownership information that evidences the identity of the underlying shareholder.
shall be entitled to appoint its representative. Marginal changes in the number of votes held or changes in the ownership structure which occur less than three months prior to the Annual General Meeting will not lead to any change in the composition of the Nomination Committee unless there are special reasons and the Nomination Committee so decides.
If a member resigns from the Nomination Committee before the work is completed and the Nomination Committee finds it suitable, a substitute shall be appointed. Such substitute shall be appointed by the same shareholder or, if that shareholder is no longer among the three largest shareholders in terms of votes, by the shareholder who has become one of the largest shareholders in terms of votes.
A shareholder who has appointed a member to the Nomination Committee shall have the right to dismiss such member and appoint a new member.
Any changes in the composition of the Nomination Committee shall immediately be made public.
The term of office for the Nomination Committee runs until the composition of the next Nomination Committee has been announced. Remuneration shall not be paid to the members of the Nomination Committee. Potential necessary expenses for the work of the Nomination Committee shall be paid by the company.
The Nomination Committee shall perform its duties in accordance with this instruction and applicable rules, and shall prepare proposals regarding the election of chairperson of the General Meeting, members of the Board of Directors, chairperson of the Board of Directors, auditor, fees for the members of the Board of Directors (including division between the chairperson and the other Board members, as well as fees for committee work), fees to the company's auditor and any changes of the instructions for the Nomination Committee.
All information that the members of the Nomination Committee receive in their assignment or otherwise receive from the company shall be treated strictly confidential and may not be disclosed to any third party. The Nomination Committee's proposals, statements and opinions shall be communicated to the company in a reasonable time to ensure compliance with the Swedish Code of Corporate Governance.
This instruction shall apply until the General Meeting resolves otherwise.
Resolution on (i) implementation of a performance-based incentive programme (PSP 2026) and (ii) delivery of shares to participants through the issue and transfer of warrants of series 2026/2029 (item 16)
Background and purpose
The board of directors of Enity Holding AB (publ) ("EHAB" or the "Company") proposes that the Annual General Meeting on 7 May 2026 resolve on the implementation of a performance-based incentive programme for the Senior Management Team and the Branch Managers (the "Participants") within the EHAB
Group ("PSP 2026"), to be implemented on the main terms and conditions set out below.
A prerequisite for the successful implementation of the EHAB Group's business strategy and safeguarding of its long-term interests, including its sustainability, is that the EHAB Group can recruit, motivate and retain qualified employees in competition with comparable companies, primarily Nordic banks and credit market companies. To this end, it is necessary that the EHAB Group offers competitive remuneration and other employment conditions. As a part of the total remuneration package, the board of directors has decided to propose PSP 2026. The board of directors is of the view that PSP 2026 will be beneficial for both the Company and its existing and prospective shareholders as it will contribute to the possibilities to recruit and retain competent employees, increase motivation and strengthen EHAB's financial development and long-term value growth.
In connection with the IPO in 2025, an incentive programme was implemented in EHAB ("PSP 2025") with a performance period of one year and a vesting period of two years in order to enable the Senior Management Team and other key employees to establish a meaningful shareholding at an early stage, thereby strengthening alignment of interests with shareholders and positioning the Company in line with many already listed companies with ongoing rolling three-year programmes. The board of directors has evaluated PSP 2025 and concluded that the programme functions well. Furthermore, the board of directors has, in its evaluation, taken into account feedback from investors as well as recommendations in relevant proxy voting guidelines. The proposed PSP 2026 has substantially the same terms and conditions as PSP 2025 however, unlike PSP 2025, it is now proposed that the incentive programme shall have a performance and vesting period of three years. Furthermore, the previous performance condition relating to adjusted return on tangible equity has been replaced by an absolute TSR condition.
The board of directors proposes that the Annual General Meeting resolve on (i) the implementation of PSP 2026 and (ii) the delivery of shares to the Participants by way of a directed issue of no more than 108,500 warrants, free of charge, to EHAB's wholly owned subsidiary Enity Bank Group AB (the "Subsidiary") and transfer of such warrants to the Participants or to a third party with whom the Company has entered into an agreement regarding exercise of the warrants and delivery of shares in the Company to the Participants.
(i) Implementation of PSP 2026
a) The Participants will be divided into three categories. The first category will comprise the CEO, the second category will comprise the other eight members of the Senior Management Team and the third category will comprise the two Branch Managers of the EHAB Group.
b) Each Participant will receive a performance share award ("PSP Award"), free of charge, entitling the Participant to receive an allotment of a number of shares in the Company ("Performance Shares"), subject to the satisfaction of certain performance conditions. Each Performance Share will be allotted free of charge (or against payment of the quota value of the share) after the expiration of a three-year period,
commencing on 11 May 2026 and ending on 10 May 2029 (the "Vesting Period"). PSP Awards may not be transferred or pledged.
c) The value of the underlying shares at the time of grant of each PSP Award will amount to (i) 40 per cent of the gross annual fixed salary in 2026 for the CEO, (ii) 30 per cent of the gross annual fixed salary in 2026 for each other Senior Management Team participant, and (iii) 20 per cent of the gross annual fixed salary in 2026 for each of the Branch Managers. The share price used to calculate the value of the underlying shares in respect of each PSP Award, and hence the number of shares to which each PSP Award entitles, shall be the volume-weighted average price paid for EHAB's share on Nasdaq Stockholm, adjusted for any dividends ("EHAB VWAP"), during a period of 30 trading days in connection with the commencement of the Vesting Period. However, the total value of all PSP Awards at grant may not exceed SEK 7,600,000 and the grants may therefore be reduced accordingly.
d) The portion (if any) of a PSP Award that will vest at the end of the Vesting Period, and hence any allotment of Performance Shares, will be subject to the satisfaction of the risk adjusted financial performance conditions (i) absolute TSR increase² and (ii) organic lending growth³. Each of these two performance conditions will be weighted 50 per cent when any allotment of Performance Shares is to be determined. Further, each of the two performance conditions will have a range, consisting of a minimum level, at which 25 per cent allotment of Performance Shares will take place but below which no allotment of Performance Shares will take place, and a maximum level, at or above which maximum allotment of Performance Shares will take place, related to the relevant performance condition. Should the outcome be between the respective minimum level and maximum level, a linear allotment of Performance Shares in proportion to the outcome will take place related to the relevant performance condition.
e) In addition to the above financial performance conditions, in order for any PSP Award to vest, and accordingly for any allotment of Performance Shares to take place, certain risk adjusted qualitative and quantitative, business area, and individual performance conditions must also be satisfied during the period from and including 1 January 2026 up to and including 31 December 2028. Such performance conditions may for example relate to no material risk or compliance issues having been identified, CET1 ratio, total capital ratio, liquidity coverage ratio for all currencies, net stable funding ratio, Return on Tangible Equity, adjusted operating profit for the relevant business unit, or adjusted cost-to-income ratio for the EHAB Group or relevant business area.
f) Allotment of any Performance Shares will also be conditional on that the Participant, with certain specific exemptions, has been permanently employed with the EHAB Group for the duration of the whole Vesting Period.
² Total Shareholder Return. The calculation of the TSR increase shall be based on a comparison of the EHAB VWAP during a period of 30 trading days in connection with the commencement of the Vesting Period and the EHAB VWAP during the last 30 trading days of the Vesting Period.
³ Defined as the percentage change in “Lending to the public” (as reported in the balance sheet) between 1 January 2026 and 31 December 2028. The calculation is performed in constant currency, i.e., adjusted to eliminate the impact of foreign exchange rate movements during the same period.
g) Performance Shares may be allotted only after the expiration of the Vesting Period, unless the board of directors in an individual case resolves otherwise.
h) The board of directors will determine the final outcome of the performance conditions after the end of the Vesting period. The level of satisfaction of the financial performance conditions will be presented in the remuneration report or annual report for 2029.
i) The number of Performance Shares to be allotted to a Participant may be reduced to ensure compliance with applicable rules regarding variable remuneration in credit institutions, including to achieve necessary risk adjustments, and other applicable regulations, among other things taking into account the Company's result and capital and liquidity required in the business.
j) The board of directors or the remuneration committee shall be authorised to establish the detailed terms and conditions for PSP 2026, and may in that regard make necessary or appropriate adjustments to satisfy certain regulations or market conditions outside Sweden, including, among other things, to offer cash settlement.
k) If significant changes in the EHAB Group or in the market occur which, in the opinion of the board of directors, would result in a situation where the conditions for allotment of Performance Shares become unreasonable, the board of directors shall be entitled to make adjustments to PSP 2026, including, among other things, be entitled to resolve on a reduced allotment of Performance Shares, or that no Performance Shares shall be allotted at all.
l) The total number of Performance Shares that may be allotted under PSP 2026 will comprise not more than 108,500 shares in the Company, corresponding to approximately 0.22 per cent of the total number of shares and votes in the Company.
m) The number of Performance Shares may be recalculated in the event of, among other things, bonus issues, reverse share splits or share splits, new issues, reductions in the share capital or similar actions. The number of Performance Shares will not be recalculated, and the Participants will not receive any other compensation, for dividends paid by the Company during the Vesting Period.
n) Each Participant shall enter into an agreement with the Company regarding the full terms and conditions for PSP 2026.
(ii) Delivery of shares to Participants
In order to secure the Company's obligations under PSP 2026, the board of directors proposes that the Annual General Meeting resolve on the delivery of shares to the Participants by way of a directed issue of no more than 108,500 warrants free of charge to the Subsidiary and transfer of such warrants to the Participants or to a third party with whom the Company has entered into an agreement regarding exercise of the warrants and delivery of shares in the Company to the Participants.
(a) Issue of warrants of series 2026/2029
The board of directors proposes that the Annual General Meeting resolves on an issue of warrants on the following main terms and conditions:
- The Company shall issue a maximum of 108,500 warrants of series 2026/2029 (the “Warrants 2026/2029”).
- The right to subscribe for Warrants 2026/2029 shall, with deviation from the shareholders’ preferential rights, accrue to the Subsidiary.
- Over-subscription shall not be permitted.
- The Warrants 2026/2029 shall be subscribed for on a separate subscription list no later than 30 June 2026. The board of directors shall have the right to extend the subscription period. The Warrants 2026/2029 shall be allotted to the Subsidiary free of charge.
- Each Warrant 2026/2029 shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 11 May 2029 up to and including 31 December 2029. Subscription may only be carried out in accordance with the terms and conditions for PSP 2026 and to enable delivery to Participants.
- The subscription price upon exercising the warrant shall correspond to the share’s quota value.
- The newly subscribed shares shall entitle dividend for the first time on the record day which occurs after the shares have been registered on a reconciliation account.
- The full terms and conditions for the Warrants 2026/2029 are presented in the board of directors’ proposal for complete terms and conditions for the Warrants 2026/2029, Appendix A. As set out therein, the subscription price, as well as the number of shares that a Warrant 2026/2029 entitles subscription for, may be recalculated in the event of, among other things, bonus issues, reverse share splits or share splits, new issues, reductions in the share capital or similar actions.
- The increase in the Company’s share capital will, upon exercising the Warrants 2026/2029, amount to no more than SEK 1,085.00, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant 2026/2029 entitles subscription for may occur as a result of, among other things, bonus issues, reverse share splits or share splits, new issues, reductions in the share capital or similar actions.
- The reason for deviation of the shareholders’ preferential rights is to ensure delivery of shares in the Company under PSP 2026.
(b) Transfer of warrants of series 2026/2029
The board of directors proposes that the Annual General Meeting approves:
- That the Subsidiary transfers the Warrants 2026/2029 to Participants in accordance with the terms and conditions for PSP 2026.
-
That the Subsidiary transfers the Warrants 2026/2029 to a third party with whom the Company has entered into an agreement regarding the exercise of Warrants 2026/2029 and delivery of shares in the Company to Participants in accordance with the terms and conditions for PSP 2026.
-
That the Company or the Subsidiary otherwise disposes of the Warrants 2026/2029 in order to ensure the Company's obligation in connection with PSP 2026.
Costs, potential dilution and effect on key ratios
The costs for PSP 2026, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2, and are estimated to amount to approximately SEK 7,600,000 (excluding social security charges) over a three-year period, assuming that the maximum number of Performance Shares are allotted to the Participants. The costs for social security charges are calculated to approximately SEK 2,990,000 assuming an annual share price increase of 13 per cent during the three-year period.
If PSP 2026 had been implemented in 2025 and the Company had costs in accordance with the example above, the effect on earnings per share for the financial year 2025 and on important key ratios would have been only marginal.
If warrants are transferred and converted into shares in order to fulfil the Company's obligations under PSP 2026, the number of outstanding shares is estimated to increase with not more than 108,500 shares. Such maximum increase would have a dilutive effect of approximately 0.22 per cent based on the number of shares outstanding as of the date for the Annual General Meeting 2026. If all outstanding long-term incentive programmes are included in the calculation, the maximum dilution amounts to approximately 0.60 per cent.
Preparation of proposal to, and administration of, PSP 2026
EHAB's remuneration committee has prepared the proposal for PSP 2026 in accordance with guidelines established by the Company's board of directors and with assistance of external advisors. The remuneration committee has presented its work to the board of directors, whereafter the board of directors has decided to propose PSP 2026 to be approved at the Annual General Meeting. The board of directors or the remuneration committee shall be responsible for preparing the detailed terms and conditions of PSP 2026 in accordance with the terms and guidelines resolved on by the general meeting.
Information regarding other share or share-price related incentive programmes in EHAB
For a description of the Company's other long-term incentive programmes, reference is made to the Company's annual report for 2025, notes 1 and 9. No other long-term incentive programmes than those described herein or in the annual report for 2025, notes 1 and 9, have been implemented in EHAB.
Majority requirements and conditions
The resolutions of the Annual General Meeting under item 16 on the agenda are proposed to be adopted as a joint resolution. A valid resolution requires that shareholders representing at least nine tenths (9/10) of the votes cast and shares represented at the Annual General Meeting support the resolution.
Authorisation
The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments as may be necessary in connection with the registration of the Warrants 2026/2029 with the Swedish Companies Registration Office.
Resolution on authorisation for the Board of Directors to resolve on issuance of new shares and/or convertible bonds and/or warrants (item 17)
The Board of Directors proposes the Meeting to resolve on an authorisation for the Board of Directors to, on one or several occasions, prior to the Annual General Meeting 2027, with or without deviation from the shareholders' preferential right, resolve on the issuance of shares and/or convertible bonds and/or warrants. The total number of shares that may be issued, the number of shares that convertible bonds may be converted into, and the number of shares that may be subscribed for by the exercise of warrants shall be within the limits of the Articles of Association and may not exceed 10 per cent of the total number of shares in the Company at the time of the Board of Directors' resolution to exercise the authorisation for the first time (counted after the authorisation has been fully exercised). The authorisation includes a right to resolve on new issues for cash consideration, by contribution in kind or payment by set-off. The issue price shall, in the case of deviation from the shareholders' preferential right, be determined in accordance with market practice. The Board of Directors shall be entitled to determine other terms of any issue.
The purpose of the authorisation, and the reason for any deviation from the shareholders' preferential right, is to increase the financial flexibility of the Company to enable the Company to finance the operations in a fast and efficient way, to enable or finance acquisitions of companies, businesses or parts thereof and/or to enable a broadening of the ownership of the Company.
Majority requirement
A valid resolution requires approval of shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Meeting.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 50,000,000. The Company holds no treasury shares.
Documents
Information regarding all members proposed to the Board of Directors of Enity Holding AB (publ), the Nomination Committee's proposal and motivated opinion as well as proxy and postal voting forms are available on the Company's website. The annual report, the auditor's report, and other documents that shall be held available for the shareholders pursuant to the Swedish Companies Act will be available at the Company's head office at Sveavägen 167 in Stockholm, and at the Company's website www.enity.com, by Thursday, 16 April 2026, at the latest. The documents will also be sent without charge to those shareholders who so request and who inform the Company of their postal address.
Information at the Annual General Meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, at the Meeting provide information regarding circumstances that may affect the assessment of an item on the agenda, and circumstances that can affect the assessment of the Company's or its subsidiaries' financial situation, or the Company's relation to other group companies. Shareholders who wish to submit questions in advance may do so to Enity Holding AB (publ), Att: Legal, "Annual General Meeting", P.O. Box 23138, SE-104 35 Stockholm, Sweden or by e-mail to: [email protected].
Processing of personal data
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
If you have questions regarding our processing of your personal data, you can contact us by emailing [email protected]. Enity Holding AB (publ) has Reg. No. 556668-9575 and the Board of Directors' registered office is in Stockholm.
Stockholm, March 2026
The Board of Directors in Enity Holding AB (publ)