Report from the Annual General Meeting of Humana AB held on May 16, 2024

Humana AB held its annual general meeting on Thursday, May 16, 2024. The annual general meeting was held by physical presence of shareholders and with the option for shareholders to exercise their voting rights by advance voting (postal voting). The main resolutions passed at the meeting were as follows.

More detailed information about the contents of the resolutions may be obtained from the complete notice of the annual general meeting and the complete proposals. The notice and complete proposals are available on the company’s website, https://www.humanagroup.com/.

Adoption of balance sheets and profit and loss accounts

The meeting resolved to adopt the profit and loss account and balance sheet, as well

as the consolidated profit and loss account and consolidated balance sheet for the financial year 2023.

Allocations of the company’s results

The meeting resolved, in accordance with the board’s proposal, that the distributable profit of SEK 1,516,448,076 be fully balanced in a new account.

Discharge from liability

The meeting discharged the directors and the CEO from liability towards the company for the financial year 2023.

Election of directors,auditors, fees to the directors and auditors

The meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Monica Lingegård, Anders Nyberg, Fredrik Strömholm, Grethe Aasved, Carolina Oscarius Dahl, Leena Munter and Ralph Riber as directors for the period until the end of the annual general meeting 2025.

Anders Nyberg was re-elected chair of the board.

The registered audit firm KPMG AB was re-elected auditor of the company.

The meeting further resolved, in accordance with the nomination committee’s proposal, that the fees to the directors shall be in accordance with the following: SEK 775 000 for the chair of the board, and SEK 290 000 each for other directors elected by the general meeting. In addition, SEK 145 000 is payable to the chair of the audit committee, SEK 60 000 each to other members of the audit committee, and SEK 110 000 to the chair of the remuneration committee and SEK 50 000 to each other member of the remuneration committee.

The meeting resolved that fees would be paid to the auditor in accordance with approved invoices.

Remuneration report
The meeting resolved, in accordance with the board’s proposal, to approve the remuneration report.

Guidelines for remuneration payable to senior executives
The meeting resolved at the meeting to adopt the guidelines for remuneration payable to senior executives, in accordance with the board’s proposal.

Issue authorisation
The meeting resolved, in accordance with the board’s proposal, to authorise the board to, on one or more occasions until the next annual general meeting, resolve to issue new shares. The issue may take place applying or disapplying shareholders’ pre-emption rights. On the strength of the authorisation the board may resolve to issue a number of new shares not exceeding ten per cent of the total number of outstanding shares in the company at the time of the authorisation resolution.

The authorisation includes the right to resolve that shares will be issued against cash payment, payment in kind or payment by way of set-off and the issue may otherwise be subject to conditions as set out in Chapter 2, section 5, second paragraph, 1-3 and 5 of the Companies Act.

Authorisation on acquisition and transfer of own shares

The meeting resolved, in accordance with the board’s proposal, to authorise the board to, on one or more occasions until the next annual general meeting, resolve on acquisition and/or transfer of own shares. Transfer of own shares can be decided without regard to shareholders’ pre-emption rights.

Acquisition of own shares shall be made on Nasdaq Stockholm and own shares may be acquired to the extent the company’s holdings of own shares in total amounts to no more than one-tenth of all shares in the company. The reasons for the authorisation to resolve on acquisition of own shares are to be able to improve the company’s capital structure, to enable share transfers in accordance with the authorisation resolution for the board to transfer own shares, and to increase the flexibility for the board in connection with potential future corporate acquisitions.

Transfer of own shares may be made either on Nasdaq Stockholm or in another manner. The maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the board’s resolution to transfer the shares. The reasons for the authorisation to resolve on transfer of own shares and for the disapplication from the shareholders’ pre-emption rights are to be able to improve the company’s capital structure and to increase the flexibility of the board in connection to potential future corporate acquisitions, by facilitating fast and cost-efficient financing by divesting holdings of own shares.

For more information, please contact:

Ewelina Pettersson, Investor relations manager, +46 73 074 79 12, [email protected]