Notice of annual general meeting in Scandi Standard AB (publ)

Scandi Standard AB (publ), 556921-0627, holds its annual general meeting on Friday 3 May 2024 at 10.00 a.m. CEST at IVA Conference Center, Grev Turegatan 16 in Stockholm. The entrance and registration will open at 9.00 a.m. CEST.

Exercise of voting right at the annual general meeting

Those who wish to exercise their right to vote at the annual general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday 24 April 2024 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by Friday 26 April 2024; and
• give notice of attendance to the company in accordance with the instructions in the section “Notice of participation in person or by proxy” no later than Friday 26 April 2024.

Notice of participation in person or by proxy

Shareholders who wish to participate in the general meeting in person or by proxy must give notice of attendance to the company no later than on Friday 26 April 2024, either:

• electronically via Euroclear Sweden AB’s website, https://anmalan.vpc.se/EuroclearProxy/
• by mail to Scandi Standard AB (publ), Att. “Annual general meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden; or
• by telephone at +46 8 402 90 55 on weekdays between 9.00 a.m. and 4.00 p.m. CEST.

The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).

Those who do not wish to attend the annual general meeting in person may exercise their rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the annual general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at Scandi Standard AB (publ), Att. “Annual general meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, no later than on Friday 26 April 2024.

Please note that a notice of attendance at the general meeting must be given even if a shareholder wishes to exercise its voting rights at the meeting through a proxy. A submitted proxy form does not constitute a notice of attendance.

Template proxy forms in Swedish and English are available on the company’s website, www.scandistandard.com.

PROPOSED AGENDA

1. Election of a chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to attest the minutes
5. Determination of whether the meeting was duly convened
6. Submission of the annual report and auditor’s report and the consolidated financial statements and auditor’s report for the group as well as the remuneration report and the auditor’s statement on compliance with the remuneration guidelines
7. Resolution on:

a)    adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet

b)   allocation of the company’s profit or loss according to the adopted balance sheet

c)    discharge from liability for board members and the managing director

d)   approval of the remuneration report

8. Determination of the number of members of the board of directors
9. Determination of fees for the board of directors
10. Election of the board of directors

The nomination committee’s proposal for members of the board of directors:

a)    Johan Bygge

b)   Öystein Engebretsen

c)    Henrik Hjalmarsson

d)   Cecilia Lannebo

e)    Pia Gideon

f)     Paulo Gaspar

g)   Lars-Gunnar Edh

h)   Sebastian Backlund

 

The nomination committee’s proposal for chairman of the board of directors and vice chairman of the board of directors:

i)     Johan Bygge (chairman)

j)     Paulo Gaspar (vice chairman)

 

11. Determination of the number of auditors and deputy auditors
12. Determination of fees for the auditors
13. Election of accounting firm or auditors
14. Resolution on:

a)    long-term incentive program (LTIP 2024)

b)    authorisation for the board of directors to resolve on acquisition of own ordinary shares

c)    transfer of own ordinary shares

15. Resolution on authorisation for the board of directors to resolve on acquisitions of own ordinary shares
16. Resolution on authorisation for the board of directors to resolve on transfers of own ordinary shares
17. Closing of the meeting

PROPOSED RESOLUTIONS

Item 1: Election of a chairman of the meeting

The nomination committee proposes that the chairman of the board of directors Johan Bygge is elected chairman of the meeting.

Item 7 b): Resolution on allocation of the company’s profit or loss according to the adopted balance sheet

The Board of Directors proposes that the Annual General Meeting resolves on a dividend of a total of SEK 2.30 per share to be paid in two equal payments of SEK 1.15 per share. The record date for the first instalment shall be Tuesday 7 May 2024 and the record date for the second instalment shall be Friday 20 September 2024. If the Annual General Meeting resolves in accordance with the Board of Directors' proposal, the dividend will be distributed on Monday, May 13, 2024 (SEK 1.15 per share) and Wednesday 25 September 2024 (SEK 1.15 per share). The dividend proposed by the Board of Directors amounts to a total amount of approximately SEK 150 million based on dividends to all shares in the company at the time of issuance of this notice, with the exception of shares that the company is expected to hold on the proposed record dates for the dividend, and may therefore be changed if the company acquires or transfers its own shares before the record dates.

Item 8: Determination of the number of members of the board of directors

The nomination committee proposes that the number of board members elected by the annual general meeting is eight without deputies.

Item 9: Determination of fees for the board of directors

The nomination committee proposes the following fees to the board members for the period until the next annual general meeting.

The fee to the chairman of the board shall be SEK 1,000,000 (SEK 930,000), the fee to the vice chairman of the board shall be SEK 550,000 (new) and the individual fee payable to the other non-employed board members elected by the annual general meeting shall be SEK 400,000 (SEK 380,000).

The nomination committee proposes that the fees to members of the committees of the board, for the period until the next annual general meeting, shall be paid as follows. An individual annual fee of SEK 180,000 (SEK 160,000) for the chairman of the audit committee and SEK 90,000 (SEK 80,000) for each of the two other members of the audit committee as well as SEK 80,000 (SEK 70,000) for the chairman of the remuneration committee and SEK 40,000 (SEK 35,000) for the other member of the remuneration committee.

Item 10: Election of the board of directors

The nomination committee proposes that the following persons are elected for the period until the close of the next annual general meeting:

Members of the board of directors:

a)         Johan Bygge (re-election)

b)        Öystein Engebretsen (re-election)

c)         Henrik Hjalmarsson (re-election)

d)        Cecilia Lannebo (re-election)

e)         Pia Gideon (re-election)

f)          Paulo Gaspar (re-election)

g)        Lars-Gunnar Edh (new election)

h)        Sebastian Backlund (new election)

Chairman of the board of directors:

i)          Johan Bygge (re-election)

Vice chairman of the board of directors

j)          Paulo Gaspar (new election)

Information on proposed board members

The nomination committee’s complete proposal, including a presentation of the proposed board members and an assessment of their independence in relation to the company and its senior management and major shareholders, is available on the company’s website, www.scandistandard.com.

Item 11: Determination of the number of auditors and deputy auditors

The nomination committee proposes that the company shall have one auditor without a deputy auditor.

Item 12: Determination of fees for the auditors

The nomination committee proposes that the fees to the auditor are paid in accordance with approved invoice.

Item 13: Election of accounting firm or auditors

The nomination committee proposes, in accordance with the audit committee’s recommendation, that Öhrlings PricewaterhouseCoopers AB is re-elected as auditor for the period until the close of the next annual general meeting.

Item 14 a): Resolution on long-term incentive program (LTIP 2024)

Background and summary

Salaries and other terms and conditions of employment in Scandi Standard and the group shall be adequate to enable the company and the group to retain and recruit skilled employees at reasonable costs. Remuneration shall be based on principles of performance, competitiveness and fairness. The board of directors of the company has decided to propose to the annual general meeting the below Long-Term Incentive Program 2024 (“LTIP 2024”) for senior executives and key employees, which is designed to promote the long-term value growth of the company and the group and increase alignment between the interests of the participating individual and the company’s shareholders.

In order to further promote the company's and the group's long-term value creation and to align the interests of the participants in the LTIP with the company's shareholders, it is proposed that LTIP 2024 be increased with two performance share rights, one (1) additional performance share right linked to annual average growth of earnings per share and one (1) performance share right linked to the group's official sustainability targets. The adjustments imply, if the program is fully allotted, that the cost of the incentive program is estimated to increase by SEK 13.7 million, including social security contributions, at maximum participation and outcome compared to if the program would remain unchanged. Despite the increased cost, the changes are deemed to be beneficial for shareholders. One (1) additional performance share right is connected to the compound annual growth rate of earnings per share which increases the incentive for the participants in LTIP 2024 to work towards a target that is beneficial to the shareholders. If the Group's official sustainability targets are achieved, it will contribute to the company's and the Group's competitiveness and thus contribute to increased sales and profits. Against this background, one additional (1) performance share right is connected to the Group's official sustainability targets.

Finally, certain technical amendments are proposed to the program to the effect that a previous average price for calculating the number of shares covered by the program has been replaced by a cap for the number of shares expressed in an absolute number. The reason is that the participants shall be able to participate based on a percentage of their fixed salary, regardless of the current share price, during the period of four months when the participants have the opportunity to acquire investment shares, provided that LTIP 2024 is adopted by the general meeting. These changes are expected to have a marginal impact on the costs of the program.

Otherwise, the LTIP 2024 has essentially the same design as the long-term incentive program that was adopted at the annual general meeting in 2023 (LTIP 2023). The intention is that similar incentive programs will continue to be adopted annually at the annual general meetings in the coming years.

In order to ensure the delivery of ordinary shares under LTIP 2024 and for the purpose of hedging social security charges under LTIP 2024, the board of directors proposes that the board of directors is authorised to acquire a maximum of 530,000 ordinary shares in the company on Nasdaq Stockholm. In addition, to enable the company to deliver ordinary shares to the participants, the board of directors proposes that the annual general meeting resolves to transfer a maximum of 440,000 own ordinary shares to the participants of LTIP 2024 in accordance with the terms of LTIP 2024.

Proposal

The board of directors proposes that the annual general meeting resolves on the implementation of LTIP 2024 principally based on the terms and conditions set out below.

1. Participants and allotment under LTIP 2024

Participant categories

LTIP 2024 comprises a maximum of 31 participants divided into three (3) categories.

• Category 1 consists of the CEO (1).
• Category 2 consists of members of the Group Management Team and certain key employees (13).
• Category 3 consists of other key employees (17)

Personal investment

Participation in the LTIP 2024 requires that the participant makes a personal investment in Scandi Standard shares (“Investment Shares”). Participants are offered to purchase a maximum number of Investment Shares that shall be allocated to LTIP 2024. The Investment Shares shall be acquired specifically for the LTIP 2024 and the investment shall be made within four months from the implementation of the program. The maximum number of Investment Shares allotted to a participant shall be calculated as a percentage of the relevant participant’s annual fixed salary. However, the program shall comprise a maximum of 530,000 ordinary shares. In the event that Investment Shares are acquired at a share price that results in the highest number of ordinary shares in the company that can be allocated under LTIP 2024 exceeding 530,000 ordinary shares, the number of ordinary shares that may be transferred to participants in LTIP 2024 will be reduced proportionally as further resolved by the Board of Directors.

The percentage of the annual fixed salary forming the basis for the number of Investment Shares that may be allocated to LTIP 2024 depends on which category the participant belongs to, and is set out below:

• Category 1: up to 25 per cent of the annual fixed salary for 2024.
• Category 2: up to 10 per cent of the annual fixed salary for 2024.
• Category 3: up to 5 per cent of the annual fixed salary for 2024.

Participation in LTIP 2024 requires that the participant acquires at least one-fourth of the maximum number of Investment Shares that the participant may allocate to LTIP 2024.

Allotment

For all categories, each Investment Share entitles its holder to free of charge receive one (1) Retention Share Right which is subject to the vesting requirement set out in item 2 (Share Rights) below (“Retention Share Rights”) as well as four (4) Performance Share Right that is subject to both the vesting requirement and performance targets as set out in item 2 (Share Rights) below (together the “Performance Share Rights”). The Retention Share Rights and the Performance Share Rights are referred to as the “Share Rights”. The maximum number of Share Rights per Investment Share amount to five.

Subject to the satisfaction of the vesting requirement and the performance requirements set out in item 2 (Share Rights) below, each Share Right entitles the holder to receive one ordinary share in the company.

LTIP 2024 is implemented when the company offers the participants participation in LTIP 2024 and informs them of the number of Investment Shares they are entitled to allocate to LTIP 2024. Allotment of ordinary shares on the basis of Share Rights shall be made at the earliest three years after the implementation of LTIP 2024, and the vesting period shall end on the date of the allotment of the ordinary shares to the participants (the “Vesting Period”).

2. Share Rights

Each Share Right shall entitle to allotment of up to one (1) ordinary share. The conditions for allotment of ordinary shares are described in the following.

Vesting requirement

In order for Share Rights (both Retention Share Rights and Performance Share Rights) to entitle to allotment of ordinary shares, it shall be required that the participant (a) does not divest its Investment Shares during the Vesting Period and (b) has not given or is not given notice of termination of employment within the group during the Vesting Period. If this condition is not fulfilled, no ordinary shares shall be allotted for any Share Rights. However, in case (i) a participant’s employment has terminated prior to the end of the Vesting Period due to such participant’s death or disability or (ii) if the employer has given notice of termination of the participant’s employment without cause (including, for the avoidance of doubt, notice of termination due to redundancy/shortage of work (Sw. arbetsbrist)) prior to the end of the Vesting Period, one third (1/3) of the right to allotment of ordinary shares shall be vested at each anniversary of the implementation of LTIP 2024.

Performance requirement

In addition to the vesting requirement set out above, allotment of ordinary shares for each of the Performance Share Rights shall be conditional upon the satisfaction of respective performance targets as set out below.

Target 1 The performance target is related to the total shareholder return (TSR) on the Scandi Standard ordinary share on Nasdaq Stockholm relative to the OMX Stockholm Mid Cap Index (the “Index”) during a certain measurement period as set out below.

 

a)      The lowest level of the performance target shall be a TSR equal to the TSR index. If TSR is equal to the Index, the participants shall be allotted ordinary shares for 25 percent of their Performance Share Rights 1.

 

b)      The highest level of the performance requirement shall amount to a TSR corresponding to the TSR Index plus 10 per cent. If the TSR amounts to more than the TSR Index plus 10 percent or more, the participants shall be allotted ordinary shares for 100 percent of their Performance Share Rights 1 (maximum allotment).

 

c)      If the TSR is less than the TSR Index, no Performance Share Rights 1 shall vest the holder of ordinary shares. If the TSR Index is between the minimum and the maximum value according to a) and b) above, the number of Performance Share Rights 1 that entitle to allotment of ordinary shares shall be calculated linearly.

The starting value for the TSR shall be the volume weighted average price on the company’s ordinary shares on Nasdaq Stockholm during the twenty (20) days of trading following the publication of Scandi Standard’s interim report for the first quarter of 2024 and the end value for the TSR shall be the volume weighted average price on the company’s ordinary shares on Nasdaq Stockholm during the twenty (20) days of trading following the publication of Scandi Standard’s interim report for the first quarter of 2027.

Target 2 The performance target is related to the compound annual growth rate of earnings per share (“EPS CAGR”) and measured during a certain measurement period as set out below.

(a)               The minimum level of the performance target shall be an EPS CAGR equal to 5 per cent. If the EPS CAGR is 5 per cent, the participants shall be allotted ordinary shares for 25 per cent of their Performance Share Rights 2 and 3.

(b)               The maximum level of the performance target shall be an EPS CAGR of 35 per cent. If the EPS CAGR equals or exceeds 35 per cent, the participants shall be allotted ordinary shares for 100 per cent of their Performance Share Rights 2 and 3 (maximum allocation).

(c)               If the EPS CAGR is less than 5 per cent, no Performance Share Right 2 shall entitle to allotment of ordinary shares. Where the EPS CAGR is between the minimum and the maximum level in accordance with a) and b) above, the number of Performance Share Rights 2 and 3 that entitle to allotment of ordinary shares will be calculated on a linear basis.

The EPS CAGR shall be calculated by the board of directors on the basis of the group’s quarterly financial statements, which are adjusted for non-comparable items, up to and including the financial year 2026. The Adjusted EPS for the financial year 2023 was SEK 4.11, which shall be the starting value for the calculation of the EPS CAGR. The increase in value (EPS CAGR) required for allotment of ordinary shares under LTIP 2024 (5 per cent) is lower compared to what is required for LTIP 2023 (25 per cent) as the starting value (EPS) is considered to be normalised from a historical perspective.

Target 3  The performance target is related to the Group's official sustainability targets relating to workplace accidents measured in LTIFR (Lost Time Injury Frequency Rate), antibiotic use and greenhouse gas emissions measured in CO2e during the measurement period 2024–2026.

-          If the LTIFR target for 2026 is met, the participants will be allotted ordinary shares for 40 per cent of their Performance Share Rights 4,

-          if the antibiotic target for 2026 is met, the participants will be allotted ordinary shares for 20 percent of their Performance Share Awards 4

-          if the CO2e target for 2026 is met, the participants will be allotted ordinary shares for 40 percent of their Performance Share Awards 4.

The target for 2026 is for LTIFR (number of accidents with sick leave per million hours worked) index 18, the target for 2026 for antibiotics is 4.5 per cent treated flocks and the target for 2026 for CO 2e is 22,000 tonnes of CO 2e.

3. Terms and conditions for the Share Rights

In addition to what has been stated above, the following terms and conditions shall apply for the Share Rights:

• The Share Rights are allotted free of charge.
• The participants are not entitled to transfer, pledge, or dispose the Share Rights or perform any shareholder’s rights regarding the Share Rights during the Vesting Period.
• Allotment of ordinary shares for the Share Rights may take place at the earliest three years after LTIP 2024 was implemented.
• The company will not compensate the participants for any dividends.
• The maximum number of ordinary shares allotted to an individual participant shall be limited to three times the participant’s fixed salary for 2026 divided by the volume weighted average share price during the ten (10) trading days occurring immediately after the company’s announcement of its year-end report for 2026.

4. Lock-up of allotted ordinary shares

In order to further increase alignment between the long-term interests of the participants and the company’s shareholders, a requirement for participation in LTIP 2024 shall be that the participant undertakes to retain all allotted ordinary shares (except for such ordinary shares that are sold to cover for tax due to the allotment of ordinary shares) for a period of two years from the date of the allotment of the ordinary shares.

5. Detailed terms and administration

The board of directors, or a committee appointed by the board of directors, shall be responsible for determining the detailed terms and the administration of LTIP 2024, within the scope of the terms and guidelines given by the general meeting. By way of example, the board of directors shall be authorised to decide that, despite the conditions under item 2 (Share Rights) above being fulfilled, no allotment of ordinary shares shall be made to a participant in case of fraud, other criminal activity or gross misconduct by such participant.

In connection with any rights issues, splits, reverse splits and similar dispositions, the board of directors shall be authorised to recalculate EPS CAGR and relative TSR as well as the number of ordinary shares that the Share Rights shall entitle to.

In case a public offer for all shares in the company is declared unconditional and the offeror thereby will become the owner of more than 90 per cent of the shares in the company, the board of directors shall be authorised to resolve upon the close-down and cash settlement of LTIP 2024, including but not limited to approving earlier execution of Share Rights, amending the vesting requirements and shorten the periods for application of the EPS CAGR and relative TSR thresholds for determination of to which extent the performance requirement is fulfilled.

If delivery of ordinary shares cannot be accomplished at reasonable costs, with reasonable administrative effort and without regulatory problems, the board of directors shall be authorised to decide that the participants may instead be offered a cash-based settlement.

Further, the board of directors shall be authorised to decide on other adjustments in the event that major changes in the group, the market or otherwise in the industry would occur, which would entail that resolved conditions for allotment and the possibility to use the Share Rights under LTIP 2024 would no longer be appropriate.

6. Hedging of commitments according to LTIP 2024 – Acquisitions and transfers of own ordinary shares

The board of directors proposes that the annual general meeting resolve to authorise the board of directors to acquire a maximum of 530,000 own ordinary shares and that the annual general meeting resolves on a transfer of own ordinary shares for the following purposes:

• Securing delivery of ordinary shares to the participants in LTIP 2024.
• Securing and covering social security charges triggered by LTIP 2024.

Acquisitions shall be made on Nasdaq Stockholm on one or several occasions and until the next annual general meeting at a price within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm. The full proposal regarding authorization for the board of directors to acquire own ordinary shares is included in item 14 b) on the proposed agenda. Since the company already holds 733,726 own ordinary shares in treasury and not more than 573,575 ordinary shares may be allotted under the already outstanding incentive programs, the company may acquire a lower number of ordinary shares than what is covered by the proposed authorisation.

Transfers of own ordinary shares shall be made to the participants of LTIP 2024 in accordance with the terms of LTIP 2024. The full proposals regarding transfers of own ordinary shares are included in items 14 c) and 16 on the proposed agenda.

7. The value of and the estimated costs for LTIP 2024

LTIP 2024 will result in an allotment of a maximum of 530,000 ordinary shares in the company, amounting to a value of approximately SEK 34.2 million including social security costs.

The board of directors has made estimates of the costs for LTIP 2024. The estimates are based on the assumption that the share price is approximately SEK 64,50 at the time of allotment of ordinary shares, that all individuals who have been offered to participate in the program participates and that they make a maximum investment. Upon a 50 per cent fulfilment resulting in a 50 per cent allotment of Performance Share Rights, the costs for LTIP 2024 are estimated to approximately SEK 17.1 million, excluding social security costs. Upon 100 per cent target fulfilment and full allotment of Performance Share Rights, the costs are estimated to amount to approximately SEK 28.5 million, excluding social security costs.

The social security contributions for LTIP 2024 are estimated to approximately SEK 3.4 million, based on the above assumptions, including an EPS CAGR of 15 per cent and an annual relative TSR of 5 per cent as well as a fulfilment of Requirement 3 to 50 per cent (i.e. a 50 per cent target fulfilment) and average social security contributions of approximately 20 per cent. At an EPS CAGR of at least 35 per cent and an annual relative TSR of 10 per cent and a fulfilment of Requirement 3 to 100 per cent (i.e. a 100 per cent target fulfilment), the social security contributions are estimated to amount to approximately SEK 5.7 million.

The costs for LTIP 2024 are in accordance with IFRS 2 determined on the allotment date and allocated over the Vesting Period. In accordance with IFRS 2, the theoretical fair market value of the Share Rights shall form the basis of the calculation of these costs. The theoretical fair market value shall, for the Performance Share Rights hinging on relative TSR, not be re-valued in subsequent reporting periods and for the Performance Share Rights hinging on EPS CAGR, re-evaluation of the Share Rights shall be made, although adjustments shall be made in conjunction with every financial report for the Share Rights that have not been vested. In this manner, the accumulated costs at the end of the Vesting Period will correspond to the number of Share Rights that fulfil the conditions.

8. Dilution and effects on key ratios

The company may need to acquire up to 530,000 own ordinary shares, corresponding to approximately 0.8 per cent of the outstanding shares and votes in the company at the date of this notice, in order to secure delivery of ordinary shares under LTIP 2024 and to secure and cover social security charges.

The costs for LTIP 2024 are expected to have a marginal effect on the group’s key ratios.

9. The objectives of the proposal and reasons for deviations from the shareholders’ preferential rights

The board of directors considers the existence of effective share-related incentive programs for key employees to be of material importance for the development of the company and the group. The proposed program creates a common group focus for the key employees in the different parts of the group. By linking the key employees’ remuneration to the company’s and the group’s earnings, long-term value growth is rewarded, which increases the alignment between the interests of the key employees and the company’s shareholders.

In light of these circumstances, the board of directors considers that LTIP 2024, with regard to the terms and conditions, the size of the allotment and other circumstances, is reasonable and advantageous for the company and its shareholders.

Preparation of proposal

The proposal has been prepared by the remuneration committee in consultation with the board of directors and external advisors. The resolution to propose LTIP 2024 to the annual general meeting has been taken by the board of directors.

Outstanding incentive programs in the company

The annual general meeting 2021 adopted a long-term incentive plan for 33 senior executives and key employees, the annual general meeting 2022 adopted a long-term incentive plan for 28 senior executives and key employees and the annual general meeting 2023 adopted a long-term incentive plan for 32 senior executives and key employees. No ordinary shares may be awarded under LTIP 2021, a maximum of 336,706 ordinary shares may be awarded under LTIP 2022 and a maximum of 236,829 ordinary shares may be awarded under LTIP 2023.

Majority vote requirement

A resolution in accordance with the board of directors’ proposal regarding the implementation of LTIP 2024 requires support from shareholders representing more than half of the votes cast at the meeting.

A resolution in accordance with the board of directors’ proposal regarding acquisition of own ordinary shares is valid only if supported by shareholders holding not less than two thirds (2/3) of the votes cast as well as the shares represented at the general meeting.

A resolution in accordance with the board of directors’ proposal regarding resolution to transfer ordinary shares to the participants of LTIP 2024 is valid only if supported by shareholders holding no less than nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

Item 14 b): Resolution on authorisation for the board of directors to resolve on acquisition of own ordinary shares

The board of directors proposes, for the purposes of (1) securing delivery of shares to the participants of LTIP 2024 and (2) securing and covering costs that can be triggered by the LTIP 2024 (e.g., social security charges and tax), that the board of directors is authorised to, on one or several occasions and until the next annual general meeting, resolve on acquisition of own ordinary shares in the company, on the following terms and conditions:

•         A maximum of 530,000 ordinary shares in the company may be acquired, however only to such extent that, following each acquisition, the company holds a maximum of 10 per cent of all shares issued by the company.

•         Acquisitions shall be made on Nasdaq Stockholm.

•         Acquisitions shall be made at a price per ordinary share within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm.

•         Payment for the ordinary shares shall be made in cash.

Item 14 c): Resolution on transfer of own ordinary shares

The board of directors proposes that, in order to secure delivery of ordinary shares under LTIP 2024, a maximum of 440,000 own ordinary shares are transferred to the participants of LTIP 2024 on the following terms and conditions:

•         The right to receive ordinary shares shall, with deviation from the shareholders’ preferential rights, be granted to the participants in LTIP 2024, with right for each of the participants to receive no more than the maximum number of ordinary shares allowed under the terms and conditions for LTIP 2024. Furthermore, subsidiaries within the group shall have the right to receive ordinary shares, free of consideration, and such subsidiaries shall be obligated to immediately transfer, free of consideration, such shares to the participants in LTIP 2024 in accordance with the terms and conditions of the program.

•         The participants’ right to receive ordinary shares are conditional upon the fulfillment of all terms and conditions of LTIP 2024.

•         The ordinary shares shall be transferred within the time period set out in the terms and conditions of LTIP 2024.

•         The ordinary shares shall be transferred free of charge.

•        The number of ordinary shares that may be transferred to the participants in LTIP 2024 may be recalculated due to share issues, splits, reverse splits and/or similar dispositions in accordance with the terms and conditions of LTIP 2024.

The rationale for the proposed transfers of own ordinary shares and for the deviation from the shareholders’ preferential rights is to enable delivery of ordinary shares to the participants in LTIP 2024.

Item 15: Resolution on authorisation for the board of directors to resolve on acquisitions of own ordinary shares

The board of directors proposes that the board of directors is authorised to resolve on acquisition of ordinary shares in the company on the following terms and conditions:

•         The board of directors may exercise the authorisation on one or several occasions until the next annual general meeting.

•         Acquisitions may be made of so many ordinary shares that the company’s holding of own shares, following each acquisition, amounts to a maximum of 10 per cent of all shares in the company.

•         Acquisitions must be made on Nasdaq Stockholm.

•         Acquisitions shall be made at a price per ordinary share within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm.

•        Payment for the ordinary shares shall be made in cash.

•         The purpose of an acquisition shall be to (i) optimise the company’s capital structure, (ii) enable the use of own ordinary shares as consideration for or as financing of acquisitions of companies or businesses or (iii) to secure delivery of ordinary shares to the participants in the company’s long-term share-related incentive programs and to cover costs related thereto.

Item 16: Resolution on authorisation for the board of directors to resolve on transfers of own ordinary shares

The board of directors proposes that the board of directors is authorised to resolve on transfers of own ordinary shares in the company on the following terms and conditions:

•         The board of directors may exercise the authorisation on one or several occasions until the next annual general meeting.

•         Transfers may be made of ordinary shares held by the company at the time of the board of directors’ resolution.

•         Transfers may be made on Nasdaq Stockholm and by other means than on Nasdaq Stockholm.

•         Transfers on Nasdaq Stockholm may only be made at a price per ordinary share within the at each time prevailing price interval for the ordinary share on Nasdaq Stockholm. Transfers by other means than on Nasdaq Stockholm shall be made at market terms, meaning that a market discount compared to the price of the ordinary share on Nasdaq Stockholm may be applied.

•         Payment for ordinary shares transferred by other means than on Nasdaq Stockholm may be made in cash, in kind or by set-off.

•        Transfers by other means than on Nasdaq Stockholm may be made with deviation from the shareholders’ preferential rights. Where the board of directors resolves to transfer own ordinary shares with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to use own ordinary shares as consideration for or as financing of acquisitions of companies or businesses.

SPECIAL MAJORITY RULES

A resolution in accordance with items 14 b), 15 and 16 is only valid where supported by shareholders holding not less than two thirds (2/3) of the votes cast as well as the shares represented at the general meeting.

A resolution in accordance with item 14 c) is only valid where supported by shareholders holding not less than nine tenths (9/10) of the votes cast as well as the shares represented at the general meeting.

NUMBER OF SHARES AND VOTES

At the date of this notice, the company has only issued ordinary shares and the total number shares and votes in the company amounts to 66,060,890. At the date of this notice, the company holds 733,726 own ordinary shares, representing 733,726 votes.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The board of directors and the managing director shall, if a 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 and circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group

DOCUMENTS

Documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company at Strandbergsgatan 55, SE-112 51 Stockholm, Sweden and the company’s website, www.scandistandard.com, not later than three weeks prior to the annual general meeting. The documents will also be sent free of charge to shareholders who so request and inform the company of their address. Such a request may be sent to Scandi Standard AB (publ), Att. “Scandi Standard AGM”, P.O. Box 30174, SE-104 25 Stockholm, Sweden, or by email to the company at [email protected].

PROCESSING OF PERSONAL DATA

For information about the processing of personal data in connection with the annual general meeting, see the privacy notice on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Stockholm in March 2024

Scandi Standard AB (publ)

The board of directors