Notice to attend the Annual General Meeting of AddLife AB (publ)

The shareholders of AddLife AB (publ) (the “Company”), reg. no 556995-8126, are hereby given notice to attend the Annual General Meeting to be held at 4:00 p.m. CEST, Wednesday, 8 May 2024, at World Trade Center, room New York, Klarabergsviadukten 70, Stockholm, Sweden. Registration for the meeting commences at 3:30 p.m. CEST.
This is a translation of the Swedish original. In case of any discrepancies between this translation and the Swedish original, the latter shall prevail.

NOTICE OF PARTICIPATION        
Shareholders who wish to participate in the proceedings of the Annual General Meeting must:

• be entered in the shareholders’ register kept on behalf of the Company by Euroclear Sweden AB as of the record date, Monday 29 April 2024; and
• give notice of attendance via https://anmalan.vpc.se/EuroclearProxy/, by e-mail to [email protected], by post under the address: Addlife AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by telephone +46 (0)8-402 91 33 (weekdays at 09:00-16:00), not later than by Thursday 2 May 2024. Such notice must contain the shareholder’s name, personal identification number (organisation number), address, telephone number, the number of shares as well as any attending counsel, maximum two.

Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For full information regarding the Company’s handling of personal data, please refer to our privacy policy: https://www.add.life/privacy-policy-and-cookies.

To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the Annual General Meeting, register the shares in their own name so that the shareholder is registered in the shareholders’ register on the record date of Monday 29 April 2024. This re-registration may be temporary (known as “voting rights registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee not later than Thursday 2 May 2024, will be recognised in the shareholders’ register.

Where participation will be by proxy by virtue of power of attorney, the shareholder shall issue a written power of attorney which shall be dated and signed and attach any documents verifying authority. Proxies for legal entities must also be accompanied by a certified copy of a registration certificate or equivalent document verifying authority. A copy of the power of attorney and any registration certificate should, well in advance before the meeting be sent to the above address or by email to [email protected]. The original version of the power of attorney shall also be presented at the meeting. The Company provides a proxy form to shareholders on the Company’s website www.add.life/en/investors/corporate-governance/general-meeting/ latest on Wednesday 17 April 2024.

PROPOSED AGENDA

1. Opening of the Meeting.
2. Election of chairman at the meeting.
3. Preparation and approval of voting list.
4. Approval of the board of directors’ proposed agenda
5. Election of one or two persons to approve the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation of the annual accounts and the audit report and the consolidated financial statements and the consolidated audit report.
8. Address by the CEO.
9. Resolution
   • regarding adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
   • regarding allocation of the Company’s earnings in accordance with the duly adopted balance sheet, and
   •  regarding discharge from liability for the members of the board of directors and the CEO.
10. Report on the work of the nomination committee.
11. Determination of the number of board members.
12. Resolution of fees for the board of directors and the auditor.
13. Election of board members and chairman of the board of directors.
14. Election of auditor.
15. Presentation and resolution regarding approval of remuneration report.
16. Resolution regarding new guidelines for remuneration to members of senior management.
17. Resolution on (A) a long-term incentive programme based on performance shares ("LTIP 2024") and hedging arrangements related thereto by (B) transfer of own held shares of series B to participants in LTIP 2024, or (C) entering into an equity swap agreement with a third party.
18. Resolution regarding authorization for the board of directors to decide on the purchase and transfer of own shares.
19. Resolution regarding authorization for the board of directors to resolve on a new issue of up to 10 percent of the number of shares.
20. Closing of the Meeting.

THE NOMINATION COMMITTEES PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 2 AND 11–14 ON THE AGENDA
In accordance with the resolved principles for appointment of nomination committee, the chairman of the board of directors has contacted the Company’s five largest shareholders in terms of votes as of the 30 September 2023 and asked them to, in addition to the chairman, appoint members to constitute the nomination committee for the Annual General Meeting of 2024.

The nomination committee consists of Johan Sjö (chairman of the board of directors), Håkan Roos (appointed by RoosGruppen AB), Stefan Hedelius (appointed by Tom Hedelius), Hans Christian Bratterud (appointed by Odin Fonder), Andreas Wollheim (appointed by SEB Investment Management) and Patricia Hedelius (appointed by AMF). Håkan Roos is the chairman of the nomination committee. The nomination committee, whose members represents 46.2 percent of the votes in the Company, proposes the following resolutions:

2.    Election of Chairman at the meeting
The chairman of the board of directors, Johan Sjö, is proposed as chairman of the meeting.

11.    Determination of the number of board members
The nomination committee proposes that the board of directors shall consist of six (6) board members.

12.    Determination of fees for the board of directors and the auditor
The nomination committee propose the fees to be distributed as follows: SEK 860,000 to the chairman of the board of directors and SEK 385,000 to each of the other board members appointed by the Annual General Meeting. The total fees to the board of directors amounts to SEK 2,785,000. The nomination committee's motives for increasing fees are based on the Company's size, the complexity of the business, growth ambitions and to ensure long-term competitive remuneration.

The fee to the chairman of the audit committee is proposed to amount to SEK 150,000. It is proposed that no other remuneration shall be paid to other members of the audit committee and the remuneration committee for committee work.

Audit fees are proposed to be according to approved invoice.

13.    Election of board members and chairman of the board of directors
Johan Sjö, Håkan Roos, Stefan Hedelius, Eva Nilsagård, Birgit Stattin Norinder and Eva Elmstedt are proposed to be re-elected as board members.

Johan Sjö is proposed to be re-elected as chairman of the board.

Descriptions of the individuals that are proposed for re-election can be found in the Company’s Annual Report for 2023 and on the Company’s website www.add.life.

14.    Election of Auditor
The nomination committee proposes re-election of the auditing company KPMG AB as auditor. KPMG AB has notified that if KPMG AB is elected as auditor, Helena Nilsson will be appointed as the auditor in charge. The nomination committee's proposal is in accordance with the audit committee’s recommendation.

PROPOSALS BY THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9b AND 15-19 ON THE AGENDA

9b.    Resolution regarding allocation of the Company’s earnings in accordance with the duly adopted balance sheet
The board of directors proposes that the profits are allocated so that SEK million 60.9 (146.2) are distributed to the shareholders and that the remaining part of the Company’s earnings, SEK million 2,580.9 (2,415.8) are balanced in a new account.

Accordingly, the board of directors proposes to distribute SEK 0.50 per share, irrespectively of class of shares to the shareholders, and that Monday 13 May 2024 shall be the record day for obtaining the dividend. The class B shares held by the Company are excluded from distribution of dividend.

If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be distributed through the agency of Euroclear Sweden AB on Thursday 16 May 2024 to those who are registered in the share register on the record date.

15.    Presentation and resolution regarding approval of remuneration report
The board of directors proposes that the Annual General Meeting resolves to approve the board of directors’ report on remunerations for the year 2023 pursuant to Chapter 8, Section 53a of the Swedish Companies Act.

16.    Resolution regarding new guidelines for remuneration to members of senior management.
The board of directors proposes guidelines for determining remuneration to the CEO and other senior executives. The guidelines also include any remuneration to board members in addition to board fees. The guidelines shall apply to remuneration agreed after the Annual General Meeting 2024 and amendments to agreed remuneration made thereafter.

The guidelines do not apply to remuneration resolved by the general meeting. For employments governed by rules other than Swedish rules, pension benefits and other benefits may be duly adjusted to comply with mandatory rules or established local practice, taking into account to the extent possible the overall purpose of these guidelines. The provisions regarding the Company also apply, where appropriate, to the group.

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

A successful implementation of the Company's business strategy and the safeguarding of the Company's long-term interests, including its sustainability, requires that the Company can recruit and retain qualified employees. This requires that AddLife offers competitive total remuneration, which these guidelines enable. The total remuneration shall be market-based and competitive and be in relation to responsibilities and authorisations.

Types of remuneration, etc.

Remuneration shall be on market terms and may consist of the following components: fixed salary, any variable salary according to a separate agreements, pension and other benefits. The general meeting can also - and independently of these guidelines - resolve on, among other things, share and share price related remuneration.

Fixed salary

The fixed salary shall consist of a fixed cash salary and be reviewed annually. The fixed salary shall be competitive and reflect the position's requirements in terms of qualifications, responsibilities, complexity and the manner in which it serves to reach the business objectives. The fixed salary shall also reflect the performance of the senior executive and thus be individual and differentiated.

Variable salary

In addition to fixed salary, the CEO and other senior executives may, according to separate agreements, receive variable salary when fulfilling agreed performance criteria. Any variable salary shall consist of an annual variable cash salary and may amount to a maximum of 40 per cent of the fixed annual salary.

The variable salary shall be linked to one or more predetermined and measurable criteria established by the board of directors, which can be financial, such as consolidated earnings growth, profitability and cash flow, or non-financial, such as sustainability targets or individual targets designed to promote the Company’s business strategy and long-term interests. By linking the remuneration of senior executives to the Company’s performance, the targets promote the realisation of the Company’s business strategy, long-term interests and competitiveness. The conditions and basis of calculation of variable remuneration shall be determined for each financial year. The fulfilment of the criteria for awarding variable remuneration shall be measurable over a period of one year.

The extent to which the criteria for awarding variable remuneration have been met shall be determined when the measurement period has ended. The board of directors is responsible for the evaluation with regard to variable salary to the CEO. For variable salary to other senior executives, the CEO is responsible for the evaluation. For financial targets, the evaluation shall be based on the most recent financial information made public by the Company.

The terms for variable salary shall be designed so that the board of directors, in exceptional financial conditions, may limit or refuse to pay variable salary if such a measure is deemed reasonable.

Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary duties. Such remuneration may not exceed an amount corresponding to 50 per cent of the fixed annual salary and may not be paid more than once per year and per individual. Any resolution on such remuneration shall be made by the board of directors on a proposal from the remuneration committee.

Pension

For the CEO, pension benefits, including health insurance, shall be defined contribution with premiums not exceeding 30 per cent of the fixed annual salary. For other senior executives, pension benefits, including health insurance (Sw. sjukförsäkring), shall be defined contribution unless the executive is subject to a defined benefit pension under mandatory collective agreement provisions. Premiums for defined contribution pension are to be in the form of the Swedish alternative ITP plan, according to a "premium ladder" as stated in AddLife's pension policy, or not exceed 30 per cent of the fixed annual salary.

Variable salary shall qualify for pension benefits to the extent required by mandatory collective agreement provisions applicable to the senior executive (applies to Sweden and defined contribution pension).

Other benefits

Other benefits, which may include, for example, company car, travel benefits and health insurance, shall be on market terms and only constitute a limited part of the total remuneration. Premiums and other costs associated with such benefits may amount to a maximum of 10 per cent of the fixed annual salary.

Termination of employment

For the CEO and other senior executives, the notice period shall be 6 months in case of termination by the senior executive. In case of termination by the Company, the maximum notice period shall be 12 months. In case of termination by the Company, severance pay may be payable in an amount corresponding to a maximum of 9 months' fixed salary. No severance pay is paid in the event of termination by the employee.

Additionally, compensation may be paid for any non-compete undertaking. Such compensation shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The compensation shall be based on the fixed salary at the time of termination and amount to not more than 60 per cent of the fixed salary at the time of termination, unless otherwise provided by mandatory collective agreement provisions, and be paid during the time of the non-compete undertaking, however, not for more than 24 months following termination of employment.

Fees to board members

AddLife's board members elected by the general meeting may, in special cases and for limited time, be remunerated for services within their respective areas of expertise that do not constitute board work. For these services (including services rendered by a company wholly owned by the board member), a market-based fee shall be paid provided that such services contribute to the implementation of AddLife's business strategy and long-term interests, including its sustainability. Such consultancy fee may, for each board member, in no case exceed twice the annual board fee.

Salary and employment conditions for employees

In the preparation of the board of directors' proposal for these remuneration guidelines, salary and conditions for employees of the Company have been taken into account by including information on the employees' total remuneration, the components of the remuneration and increase and growth rates over time as part of the remuneration committee's and the board of directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

Preparation and decision-making process

The board of directors has established a remuneration committee. The committee's duties include preparing principles for remuneration to senior executives and the board of directors' decision to propose guidelines for remuneration to senior executives. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting for resolution.

The guidelines shall apply until new guidelines have been adopted by the general meeting. The remuneration committee shall also monitor and evaluate programmes for variable remuneration to senior executives, the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the Company. Remuneration to the CEO shall be decided within approved principles by the board of directors after preparation and recommendation by the remuneration committee. Remuneration to other senior executives shall be decided by the CEO within approved principles and after consultation with the remuneration committee. The CEO or other senior executives do not participate in the board of directors' discussion and decisions on remuneration-related matters that pertain to them.

Exemption from the guidelines

The board of directors may decide to deviate from the guidelines, in whole or in part, if in a specific case there is special cause and such deviation is necessary to safeguard the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As stated above, the remuneration committee's duties include preparing the board of directors' decisions on remuneration matters, including decisions to derogate from these guidelines.

The above guidelines are a full statement to the proposal for a resolution by the Annual General Meeting.

17.    Resolution on (A) a long-term incentive programme based on performance shares ("LTIP 2024") and hedging arrangements related thereto by (B) transfer of own held shares of series B to participants in LTIP 2024, or (C) entering into an equity swap agreement with a third party

Background and motivation
The board of directors proposes that the annual general meeting resolves to establish a long-term incentive programme for current and future senior executives (the "Participants") based on performance shares ("LTIP 2024").

The purpose of LTIP 2024 is to align the interests of the Company's shareholders and the Participants by encouraging the Participants to build up a long-term shareholding in AddLife. Since the Company's IPO in 2016, the Company has introduced several share-related incentive programmes based on call options. The board of directors considers that a new incentive programme based on performance shares, with significant own investment and a clear performance and sustainability link, will increase the Participants' motivation and commitment to the Company and their interest in the Company's long-term success. The programme is also expected to strengthen the possibilities to recruit and retain key personnel and is better adapted to participants outside Sweden and the Nordic region.

For information, the Board of Directors also intends to implement an updated bonus programme that stimulates share purchases and long-term ownership for a group of employees within AddLife and the CEOs and senior executives of the subsidiaries within the AddLife Group instead of, as in previous years, offering participation in an incentive programme based on call options. This is expected to create additional common incentives within the Company and strengthen motivation and commitment to the long-term success of the Company. The bonus programme will be designed in line with the guidelines for remuneration to members of senior management (see the board of directors’ proposal for new remuneration guidelines in item 16) and does not involve any transfer of shares and therefore does not require a resolution by the general meeting.

The board of directors will evaluate participation in and the initial effects of LTIP 2024 and then decide whether incentive programmes with a similar structure should be proposed annually.

Description of LTIP 2024
LTIP 2024 is proposed to include all current and future members of the group of Participants, maximum 16 persons. It is proposed that the programme, which entails a requirement for own investment in shares, shall consist of performance shares to be allotted to the Participants depending on the extent to which the performance conditions are fulfilled. According to the proposal, LTIP 2024 may comprise a maximum of 141,500 shares of series B in the Company, which corresponds to approximately 0.12 per cent of all shares in the Company, before any recalculations due to the corporate events stated below.

In order to be able to implement LTIP 2024 in a cost-effective and flexible manner, the board of directors has considered different methods for transferring Class B shares in the Company. The board of directors has concluded that the most cost-effective alternative is, and therefore proposes as main alternative that the Annual General Meeting resolves to authorise the board of directors to decide to transfer, free of charge, Class B shares in the Company already held by AddLife, to the Participants. The detailed conditions for the board of director's main alternative are set out in item B. below.

In the event that the required majority under item B. below cannot be reached, the board of directors proposes that the Company shall be able to enter into an equity swap agreement with a third party in accordance with item C. below.

The board of directors’ proposal for resolutions

A.    Decision on a long-term incentive programme based on performance shares
The board of directors proposes that the annual general meeting resolves to implement a long-term incentive programme based on performance shares in accordance with the below.

Investment requirement
In order to participate in LTIP 2024, the Participants are required to invest in shares of series B in the Company and that these shares are allocated to LTIP 2024. The maximum amount that the Participants can invest in shares of series B in the Company within the framework of LTIP 2024 corresponds to approximately 10-16 per cent of the Participant's annual base salary before tax at the time of application for LTIP 2024 ("Investment Shares"), see further below.

Only Class B shares in the Company purchased by the Participants during the period from and including 8 May 2024 up to and including 30 August 2024 (the "Investment Period") can be allocated to LTIP 2024. Class B shares in the Company held by the Participants before the Investment Period cannot be credited as Investment Shares in LTIP 2024. If the Participant is prevented from purchasing Class B shares in the Company at the time of application for LTIP 2024 under market abuse rules or similar rules, Investment Shares shall instead be purchased as soon as such restrictions no longer apply.

Performance share rights
Allocation under LTIP 2024 is made free of charge and entitles the Participant to receive a certain number of Class B shares in the Company free of charge for each Investment Share after the end of a vesting period of three years ("Performance Share Rights"). Each Performance Share Right entitles the holder to receive up to one (1) Class B share in the Company. Allocation of shares of series B in the Company in accordance with the Performance Share Rights is subject to the fulfilment of the performance conditions set out below and will generally require the Participant to remain employed and retain all of his/her Investment Shares for a period of approximately three years from the launch of the programme up to and including 31 August 2027 (the "Vesting Period").

Allocation of Performance Share Rights will normally take place as soon as practicable after the Investment Period or a later date, but no later than November 2024, in respect of future members of the group of Participants.

AddLife will not compensate for dividends paid and other value transfers in line with the Company's dividend policy during the Vesting Period. The number of Class B shares in the Company that each Performance Share Right entitles to may be recalculated due to, among other things, a bonus issue, consolidation or split of shares, new share issues, reduction of the share capital, extraordinary dividend or similar measures. The transfer of shares may be accelerated as a result of mergers, demergers, major acquisitions or disposals or similar measures.

Performance conditions and distribution
The vesting of the Performance Share Rights is dependent on the extent to which the performance conditions are met, thereby determining to what extent (if any) the Performance Share Rights entitle the Participants to receive Class B shares in the Company at the end of the Vesting Period. If the minimum level is not met, the Performance Share Rights will not entitle to any Class B shares in the Company and if the maximum level is met, each Performance Share Right entitles to one Class B share in the Company.

Allocation of Class B shares in the Company is based on the fulfilment of the performance conditions as set out in the table below.

Allocation based on average annual earnings growth (EBITA) (1) during the period 1 January 2024-31 December 2026. Adjusted EBITA (2) as of 31 December 2023 amounted to SEK 1,015 million.

DESCRIPTION OF PERFORMANCE CRITERIA	RELATIVE WEIGH OF PERFORMANCE CONDITIONS	MAX/MIN ALLOCATION
Profit growth	85%
Average annual profit growth (EBITA) of 7% Provides an EBITA of SEK 1,243 million 2026		Threshold level for minimum allocation
Average annual profit growth (EBITA) of 15% Provides an EBITA of SEK 1,544 million in 2026.		50% allocation

1) EBITA means the Company's EBITA adjusted for reversed additional purchase prices and other non-recurring costs according to the Company's financial reporting.
2) EBITA means the Company's EBITA adjusted for reversed contingent considerations and other non-recurring costs according to the Company's year-end report 2023.

The outcome will be measured linearly within the ranges.

Sustainability-related targets
Sustainable health A climate target to reduce AddLife's Scope 1, Scope 2 and Scope 3 greenhouse gas emissions in line with the Paris Agreement, as decided by the board of directors.	5%	Target achieved = 100% allocation No target achieved = 0% allocation
Sustainable culture 38/62% gender balanced representation in senior positions by the end of 2026.	5%	Target achieved = 100% allocation No target achieved = 0% allocation
Sustainable supply chain 90% (in relation to purchase value) of suppliers evaluated using AddLife tools by 31 December 2024.	5%	Target achieved = 100% allocation No target achieved = 0% allocation

The maximum number of Class B shares in the Company that the participants in each category may invest in under LTIP 2024 and their respective allotment of Performance Share Rights are set out below. The maximum number of Investment Shares per Participant is based on an estimated price paid per Investment Share, corresponding to the market price of a Class B share in the Company at the time of preparation of the board of directors' proposed resolutions.

CATEGORY	MAXIMUM NUMBER OF INVESTMENT SHARES PER PARTICIPANT	HIGHEST NUMBER OF INVESTMENT SHARES WITHIN THE CATEGORY	NUMBER OF PERFORMANCE SHARE RIGHTS PER INVESTMENT SHARE
VD	7 500	7 500	6
Other group management - (maximum 1 person)	2 500	2 500	5
Senior executives - (maximum 14 persons)	1 500	21 000	4
Maximum total maximum number	N/A	31 000	N/A

Allotment of shares
Provided that the above mentioned performance conditions have been met during the Performance Period and that the Participant (with certain exceptions) has remained in his/her employment and retained his/her Investment Shares during the Vesting Period, allotment of shares of series B in the Company ("Performance Shares") shall take place as soon as practically possible after the end of the Vesting Period. The board of directors may, provided that it is cost neutral for the Company, decide to offer Participants that the number of Performance Shares is reduced by an amount corresponding to the income tax, resulting in a net allotment of Performance Shares.

In order to enable control and create predictability over the maximum outcome per Participant and the costs of LTIP 2024, the maximum value of the Performance Shares that can be allotted from each Performance Share Right is limited to 300 per cent of the volume-weighted average price of the Company's share during the Investment Period. Should the value of the allotment of Performance Shares at the date of allotment of Performance Shares exceed this amount, a proportional reduction of the number of Performance Shares to be allotted shall be made so that the amount is not exceeded.

When assessing the final outcome of the Performance Share Rights, the board of directors shall consider whether the vesting level is reasonable in relation to AddLife's financial results and position, significant changes in the Group, conditions on the stock market and otherwise and, if the board of directors deems that this is not the case, adjust the allotment to a level that the board of directors deems appropriate.

Participation in LTIP 2024 requires that the participation can legally take place and that the participation, according to AddLife's assessment, can take place with reasonable administrative costs and financial efforts. The board of directors shall be entitled to introduce an alternative incentive solution for employees in such countries where participation in LTIP 2024 is not appropriate, whereby the alternative solution shall, as far as practically possible, correspond to the terms of LTIP 2024.

B.    Resolution on the transfer of own held shares of series B to participants in LTIP 2024
The board of directors proposes that the Annual General Meeting resolves that the transfer of own shares of series B in the Company may take place on the following terms.

1. A maximum of 141,500 class B shares in the Company may be transferred to the Participants.
2. The transfer of shares of series B in the Company to Participants shall be made free of charge and carried out at the time specified in the terms and conditions of LTIP 2024.
3. The right to purchase Class B shares in the Company free of charge shall, with deviation from the shareholders' preferential rights, be granted to the Participants.
4. The number of Class B shares in the Company that may be transferred under LTIP 2024 will be recalculated as a result of any bonus issue, split, rights issue and/or other similar corporate actions in the manner that the board of directors considers appropriate to obtain a satisfactory result.

In total, a maximum of 141,500 Class B shares in the Company can be transferred under LTIP 2024. The number of own, previously repurchased Class B shares in AddLife's possession amounts to 586,189 as of 1 March 2024.

C.    Resolution to enter into equity swap agreement with a third party
The board of directors proposes that the Annual General Meeting resolves that delivery of shares in LTIP 2024 may be carried out by the Company entering into an equity swap agreement with a third party on market terms, whereby the third party in its own name may purchase and transfer shares to the Participants. The board of directors intends to use this option only if the proposal under item B. above is not approved.

Costs, dilution and effect on key performance indicators
The costs for LTIP 2024, which are recognised in the income statement, are calculated in accordance with the accounting standard IFRS 2 and are accrued over the Vesting Period. The calculation has been based on the assumption of transfer of own shares to the participants according to item B above, an estimated annual employee turnover of 7 per cent, a share price of SEK 100 per share on the date of allotment of Performance Share Rights. In addition, the costs for LTIP 2024 have been based on the fact that the programme comprises 16 Participants and that each Participant makes a maximum investment. The expected outcome has been calculated assuming an annual share price increase of 15 per cent, dividends in line with the Company's dividend policy and fulfilment of the performance conditions of 50 per cent. The maximum outcome has been calculated with the assumptions of an annual price increase of 20 per cent and fulfilment of the performance requirements of 100 per cent.

The total cost, for LTIP 2024 over the entire programme period, given the above assumptions, is estimated according to IFRS 2 to amount to approximately SEKM 5.5 excluding social security contributions at the expected outcome and at the maximum outcome the cost is approximately SEKM 11.0. The costs for social security contributions, based on the assumption of 31.42 per cent in social security contributions, are estimated to amount to approximately SEKM 2.7 at the expected outcome, and approximately SEKM 6.1 at the maximum total outcome.

The expected annual costs of approximately SEKM 2.8, including social security contributions, correspond to approximately 0.1 per cent of the group's total personnel costs for the financial year 2023.

As the proposal does not involve issuance of new shares, LTIP 2024 does not dilute the votes or share capital of existing shareholders. The impact on key performance indicators is only marginal.

Conditions
The Annual General Meeting's resolution on LTIP 2024 under item A. above is conditional upon the Annual General Meeting resolving either in accordance with the board of directors' proposal under item B. or item C. above.

Preparation of the proposal
The proposal for LTIP 2024 has been prepared by the Company's Remuneration Committee together with external advisors in consultation with major shareholders and decided by the board of directors. The Company's board members are not covered by LTIP 2024.

Description of outstanding long-term incentive programmes
The Company's outstanding long-term incentive programme will be described in detail in the annual report for 2023 in note 7 to the consolidated financial statements and is also described on the Company's website, where it is also stated how the Company applies its guidelines for remuneration to senior executives in accordance with the Swedish Corporate Governance Code.

Majority decision-making
A resolution by the general meeting in accordance with the board of directors' proposal under item A. above requires a majority of more than half of the votes cast at the meeting. A resolution by the general meeting in accordance with the board of directors' proposal under item B. above requires that the resolution is supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting. A valid resolution in accordance with the board of directors' proposal under item C. above requires a majority of more than half of the votes cast at the meeting.

Reason for the deviation from shareholders' preferential rights
Transfers of Class B shares in the Company constitute a part of achieving the proposed LTIP 2024. Therefore, and in light of the above, the board of directors considers it to be beneficial to the Company and the shareholders that the Participants are offered the opportunity to become shareholders in AddLife.

18.    Resolution regarding authorization for the board of directors to decide on the purchase and transfer of own shares
The board of directors proposes that the Annual General Meeting resolves to authorize the board of directors to decide – during the period until the next following Annual General Meeting – to repurchase up to the maximum number of class B shares so that the Company’s holding of own shares at any given time does not exceed 10 percent of the total number of shares in the Company. Purchases shall be made on the Nasdaq Stockholm at a price within the price range registered at any given time, which is the interval between the highest purchase price and the lowest sale price. Purchase shall be done against payment in cash and may be done at one or several occasions.

The board of directors further proposes that the Annual General Meeting authorizes the board of directors – during the period until the next Annual General Meeting – to sell its own shares of class B in ways other than on the Nasdaq Stockholm. The authorization may be exercised on one or more occasions and includes all shares held in treasury by the Company at the time of the decision of the board of directors. Transfer shall be made at a market value assessed by the board of directors. The authorization includes a right to decide to deviate from shareholders’ preferential rights and that payment may be effected in forms other than money.

The purpose of the authorization is to enable the Group’s capital structure to be adjusted as well as to enable companies or business operations to be acquired in the future through payment with own shares. Through holding of own shares, the Company’s commitment in the share-related incentive scheme that was decided on the Annual General Meeting 2021, 2022 and 2023 and the share-related incentive scheme as proposed above under item 17 are secured.

The resolution proposed by the board of directors in accordance with item 18 must be approved by shareholders representing not less than two thirds (2/3) of the votes cast and shares represented at the Annual General Meeting.

19.    Resolution regarding authorization for the board of directors to resolve on a new issue of up to 10 percent of the number of shares
With the purpose of enabling more company acquisitions and to strengthen the Company’s financial position, the board of directors proposes that the Annual General Meeting resolve to authorize the board of directors – during the period until the next following Annual General Meeting – to decide on the issue of new shares, on one or more occasions, with or without deviation from shareholders' preferential rights. However, such issues may not cause the Company's registered share capital or the number of shares in the Company to increase by more than a total of 10 percent, based on the Company's registered share capital or the number of shares prior to exercise of the authorization. Payment shall be possible in cash, in kind, against payment by set-off or otherwise with terms. Issues with deviation from shareholders' preferential rights shall take place on market-related terms and conditions.

The board of directors, the CEO, or the person appointed by the board of directors, shall be entitled to make the minor adjustments that may prove necessary in connection with the registration thereof.

The resolution proposed by the board of directors in accordance with item 19 must be approved by shareholders representing not less than two thirds (2/3) of the votes cast and shares represented at the Annual General Meeting.

SHARES AND VOTES
The Company has issued a total of 122,450,250 shares. 4,615,136 of these are class A shares and 117,835,114 are class B shares, whereof the Company holds 586,189. The total number of votes, after subtraction of the shares held by the Company, are 163,400,285. The above information relates to the situation at the time of issuing this notice.

SHAREHOLDERS’ REQUEST FOR INFORMATION
Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act (Sw. aktiebolagslagen), the board of directors and the President/CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information at the meeting, regarding circumstances which may affect the assessment of a matter on the agenda or of the Company’s economic situation. Such duty to provide information also comprises the Company’s relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

DOCUMENTATION
The financial accounts, the auditor’s report and the board of directors’ full proposals in accordance with items 9b (including the board of directors’ statement in accordance with Chapter 18 Section 4 of the Swedish Companies Act), 17, 18 (including the board of directors’ statement in accordance with Chapter 19 Section 22 of the Swedish Companies Act), and 19 on the agenda and the auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act and the remuneration report that shall be presented for approval at the Annual General Meeting according to item 15 will be available at the Company at latest three weeks before the Annual General Meeting and will be sent to those shareholders who request it and provide their postal address. These documents will also be available on the Company’s website from the same time. The nomination committee’s proposals and details of all proposed members of the board of directors will be available on the Company’s website from the date of issue of this notice.

Stockholm, March 2024
The board of directors
AddLife AB (publ)

AddLife AB, Box 3145, SE-103 62 Stockholm, Sweden
Phone +46 (0)8- 420 038 30
www.add.life
[email protected]

For more information, contact;
Fredrik Dalborg, CEO, [email protected], +46 70 516 09 01 
Christina Rubenhag, CFO, [email protected], +46 70 546 72 22

AddLife is an independent player in the Life Science industry that offers high-quality products, services and advice to both the private and public sectors, mainly in the Nordic region and rest of Europe. AddLife has about 2,300 employees in some 85 operating subsidiaries. The Group currently has net sales of SEK 9,7 billion. AddLife shares are listed on Nasdaq Stockholm.

The information in this press release is of the nature that AddLife AB (publ) is obliged to make public pursuant to Nasdaq Stockholm rulebook for issuers. The information was submitted for publication, through the agency of the contact persons set out above, on 27 March 2024 at 15.00 (CET).