Notice of Annual General Meeting in VEF AB (publ)

Notice is hereby given to the shareholders in VEF AB (publ), reg. no. 559288-0362, with registered office in Stockholm, Sweden (“VEF” or the “Company”) that an Annual General Meeting (the “Meeting”) of shareholders shall be held on Tuesday, 14 May 2024 at 13:00 CEST at Advokatfirman Vinge’s offices, Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration starts at 12:45 CEST.

Right to participate in the Meeting and notice of participation

Participation at the venue

A shareholder who wishes to participate in the Meeting at the venue in person or represented by a proxy must:
(1) be registered in the share register maintained by Euroclear Sweden AB relating to the circumstances on Friday, 3 May 2024; and

(2) notify the Company of the intention to attend the Meeting not later than Tuesday, 7 May 2024, electronically through the Company’s website www.vef.vc, by mail at the address Computershare AB, VEF AB (publ), Annual General Meeting, Box 5267, SE-102 46 Stockholm, Sweden, by telephone +46 771 24 64 00 or by e-mail to agm@vef.vc. Upon registration, the shareholder shall state his or her name, personal or company identification number, address as well as telephone number. If a shareholder intends to be represented by proxy, the name of the proxy holder shall be stated. Information submitted in connection with the notification will be computerized and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Shareholders who intend to be represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a certificate of registration or a corresponding document for the legal entity shall be appended. The power of attorney and, where applicable, the certificate of registration should be submitted to the Company at the address set forth above well in advance of the Meeting. A form to use for a power of attorney can be found on www.vef.vc.

Participation by advance voting

A shareholder who wishes to participate in the Meeting by advance voting must:

(1) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Friday, 3 May 2024; and

(2) give notice by casting its advance vote no later than Tuesday, 7 May 2024, in accordance with the instructions below, electronically through the Company’s website www.vef.vc, at the address Computershare AB, VEF AB (publ), Annual General Meeting, Box 5267, SE-102 46 Stockholm, Sweden, or by e-mail to agm@vef.vc. Information submitted in connection with the notification will be computerized and used exclusively for the Meeting. See below for additional information on the processing of personal data.

A shareholder who wishes to participate in the Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used for advance voting. The advance voting form is available on the Company’s website www.vef.vc. The completed and signed form shall be received by Computershare AB no later than Tuesday, 7 May 2024. Shareholders can also submit their advance votes electronically with BankID through the Company’s website www.vef.vc. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

Shareholders who vote by proxy shall issue a dated and signed power of attorney for the proxy. The power of attorney shall be enclosed to the advance voting form. If the power of attorney is issued on behalf of a legal entity, a certificate of registration or a corresponding document for the legal entity shall be appended. A form to use for a power of attorney can be found on www.vef.vc.

If a shareholder has voted in advance and then attends the Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

Nominee-registered shares

Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the voting rights in order to be able to participate at the Meeting. Shareholders who want to obtain such registration must contact the nominee regarding this well in advance of Tuesday, 7 May 2024.

Proposed agenda

1. Opening of the Meeting.
2. Election of a chairman for the Meeting.
3. Preparation and approval of voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Presentation by the managing director.
8. Presentation of the annual report and the auditor’s report as well as the consolidated annual report and the consolidated auditor’s report.
9. Resolutions regarding

1. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
2. the allocation of the Company’s profit or loss according to the adopted balance sheet; and
3. the discharge of liability for the board members and the managing director.
   1. Determination of the number of board members and auditors.
4. determination of the number of board members; and
5. determination of the number of auditors.
   1. Determination of remuneration to the board members and the auditors.
6. determination of remuneration to the Board of Directors; and
7. determination of remuneration to the auditors.
   1. Election of the Board of Directors, chairman of the Board of Directors and auditors

12.1 Election of the Board of Directors.

1. Lars O Grönstedt (re-election);
2. Per Brilioth (re-election);
3. Allison Goldberg (re-election);
4. David Nangle (re-election);
5. Hanna Loikkanen (re-election); and
6. Katharina Lüth (re-election).

12.2 Election of chairman.

(a) Lars O Grönstedt (re-election).
12.3 Election of auditors.

1. Öhrlings PricewaterhouseCoopers AB (re-election).
   1. Resolution to approve the procedure of the Nomination Committee.
   2. Resolution to approve the Board of Directors’ remuneration report.
   3. Resolution regarding long term incentive program.
2. adoption of LTIP 2024;
3. amendment of the Company’s articles of association; and
4. issue of Class C 2024 Shares to participants in LTIP 2024.
   1. Resolution regarding authorization for the Board of Directors to issue new shares and/or convertibles.
   2. Resolution regarding authorization for the Board of Directors to resolve to repurchase own ordinary shares.
   3. Resolution regarding authorization for the Board of Directors to resolve to transfer own ordinary shares.
   4. Closing of the Meeting.

Proposed resolutions

Chairman of the Meeting (item 2)

The Nomination Committee consisting of Jake Hennemuth (Acacia Partners), Pia Gisgård (Swedbank Robur Funds), Simon Westlake (City of London) and Lars O Grönstedt (Chairman of the Board of Directors), proposes that Jesper Schönbeck, member of the Swedish Bar Association, or the one proposed by the Nomination Committee, if he has an impediment to attend, is elected as chairman for the Meeting.

The allocation of the Company’s results (item 9b)

The Board of Directors proposes that no dividend is paid to the shareholders and that the Company’s results are brought forward.

Election of the Board of Directors and auditors etc. (items 10-12)

The Nomination Committee proposes:

• that the Board of Directors shall consist of six (6) Directors without any deputy members;
• that the number of auditors shall be one (1) registered auditing firm;
• re-election of Lars O Grönstedt, Per Brilioth, Allison Goldberg, Hanna Loikkanen, David Nangle and Katharina Lüth for the period until the end of the next Annual General Meeting;
• that the Meeting appoints Lars O Grönstedt to be chairman of the Board of Directors;
• a total Board remuneration is awarded in the amount of SEK 3,000,000, of which SEK 1,000,000 shall be allocated to the chairman of the Board of Directors and SEK 500,000 to each of the other board members elected by the Annual General Meeting who are not employed by the Company. It is further proposed that an additional remuneration of SEK 200,000 per committee be awarded to the committee members of the audit committee and remuneration committee. Remuneration is proposed for a maximum of two committees. Such remuneration shall be divided between the committee members of each committee and may not be more than SEK 100,000 per committee member; and
• that the Company’s auditor, the registered audit company Öhrlings PricewaterhouseCoopers AB be re-elected until the end of the next Annual General Meeting and remunerated upon approval of their invoice.

For information on the current board members and more comprehensive information on the proposed board members, please see the Company’s website www.vef.vc and the Nomination Committee’s motivated statement.

Nomination committee (item 13)

The Nomination Committee proposes that the Meeting shall resolve to adopt principles for the appointment of a Nomination Committee for the annual general meeting 2025 in accordance with the following.

A nomination committee shall be convened by the chairman of the board and comprise of one representative of each of the three shareholders with the largest number of votes. If a shareholder declines, or has an obvious conflict of interest, the chairman of the board should approach the next largest shareholder. The ownership shall be based on the statistics from Euroclear Sweden AB over shareholders as per the last business day in August 2024. The chairman of the board shall be co-opted (Sw. adjungerad) to the Nomination Committee and, as such, is a participating member of the committee but not a voting member. The names of the members of the nomination committee shall be announced and presented on the company’s webpage as soon as they have been appointed, which shall be no later than six months prior to the annual general meeting but in any event no later than the last business day in October. If a member of the nomination committee resigns during the committee term or is prevented from completing his or her assignment or in case of a material change in ownership prior to completion of the work to be performed by the nomination committee, it shall be possible to change the composition of the nomination committee. Changes to the composition of the nomination committee shall be announced as soon as possible after occurring. The nomination committee’s mandate period extends up to the appointment of a new nomination committee. The nomination committee shall appoint a chairman among them, which cannot be the company’s chairman of the board. If the representatives cannot agree upon appointment of a chairman, the representative representing the shareholder with the largest number of votes shall be appointed as chairman. The nomination committee shall prepare proposals for the following decisions at the annual general meeting in 2025: (i) election of the chairman for the meeting, (ii) election of the members of the board, (iii) election of the chairman of the board of directors, (iv) remuneration to the members of the board, (v) election of the company’s auditor (vi) compensation to the company’s auditor, and (vii) proposal for how to conduct the nomination process for the annual general meeting in 2026. No remuneration shall be paid to the members of the nomination committee. However, the company shall bear the reasonable expenses related to the assignment of the nomination committee.

Resolution to approve the Board of Directors’ remuneration report (item 14)

The Board of Directors proposes that the Meeting resolves to approve the remuneration report for the financial year 2023 that has been prepared and presented by the Board of Directors in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution regarding long term incentive program (item 15)

The Board proposes a long-term share incentive plan (“LTIP 2024”) in the Company in accordance with the below. LTIP 2024 is a five-year performance-based incentive program and is based on the structure of the long-term share incentive plan from 2023 with some changes, mainly in the criteria for measuring performance and the payout structure as set out in the detailed description of the program below.

The objective of LTIP 2024 is to encourage the employees to financially commit to the long-term value growth of VEF, and thereby align their interests with those of the shareholders. LTIP 2024 will be an important tool for VEF to retain the best talent for the Company, which is vital for the ability to provide long-term value growth for its shareholders.

LTIP 2024 requires that the Meeting, in addition to adopting the new LTIP 2024, resolves (i) to adopt certain amendments to the articles of association of the Company (the “New Articles”) and (ii) on an issuance of Class C 2024 Shares (defined below) to the participants in LTIP 2024, in accordance with the Board’s proposals for the Meeting in items 15(b) and 15(c) below.

Adoption of LTIP 2024 (item 15(a))

Summary of LTIP 2024

Management and certain key employees of VEF will be invited to participate in LTIP 2024. Participation requires a personal investment in VEF’s ordinary shares (“Investment Shares”). The size of the personal investment, i.e. the number of Investment Shares that the participant is required to buy, is linked to each participant’s allocation, as determined by the Board.

Based on the participation allocation, the participant will receive reclassifiable, sub-ordinated, Class C 2024 incentive shares, (“Incentive Shares”). At the end of the program period, such Incentive Shares will be reclassified into ordinary shares in the Company (“Ordinary Shares”) or redeemed, depending on to what extent the performance condition has been met. Incentive Shares may also be redeemed in other situations, such as termination of the participant's employment, as set out in the detailed terms below.

Detailed terms and description of LTIP 2024

Participants in LTIP 2024

Up to eight (8) employees in VEF will be entitled to participate in LTIP 2024.

Personal investment condition

In order to participate in LTIP 2024, the participants are required to make a personal investment in Investment Shares, directly or indirectly, when giving notice of their participation in LTIP 2024. The Investment Shares may be either Ordinary Shares acquired specifically for LTIP 2024 or Ordinary Shares the employee already own (which are not already allocated to other ongoing incentive programs of the Company).

The Investment Shares shall be acquired no later than 31 December 2024. The Investment Shares must be retained during the Vesting Period (defined below).

Performance condition and Measurement Period

The number of Incentive Shares that shall be reclassified into Ordinary Shares, if any, is based on the level of fulfilment of the performance condition measured over 1 January 2024 – 31 December 2028 where the start value shall be based on the average closing price for the Ordinary Shares during November and December 2023 and the end value shall be based on the average closing price for Ordinary Shares during November and December 2028 (the “Measurement Period”).

The performance condition is based on the measurement of VEF’s average annual total shareholder return (“TSR”) during the Measurement Period. The performance condition has a minimum performance level of 10 percent TSR (“Entry Level”) and a maximum performance level of 30 percent TSR (“Stretch Level”).

• If the Entry Level is reached at the end of the Measurement Period, 20 percent of the Incentive Shares will be reclassified into Ordinary Shares.
• If the Stretch Level is reached at the end of the Measurement Period, 100 percent of the Incentive Shares will be reclassified into Ordinary Shares.

If the TSR at the end of the Measurement Period is between the Entry Level and Stretch Level, between 20-100 percent of the Incentive Shares will be reclassified on a linear basis. The Incentive Shares that are not reclassified into Ordinary Shares will be redeemed by VEF after the Measurement Period.

See the New Articles for more information regarding how the performance condition is calculated.

Vesting period – employment condition

Reclassification of the Incentive Shares into Ordinary Shares requires that the participant is employed by the VEF group throughout a vesting period, ending after release of VEF’s interim financial report for the period January-March 2027 (the "Vesting Period"), whereby one third of allotted Incentive Shares is vested on each date of release of the Company’s interim financial report for the period January-March 2025, 2026, 2027, respectively.

General terms and conditions for LTIP 2024

The Incentive Shares shall be governed by the New Articles. Allocation of Incentive Shares is also conditional upon the participants entering into agreements regarding LTIP 2024 (the “Participation Agreement”) with detailed terms governing the Incentive Shares and the participation in LTIP 2024.
The main terms and conditions for LTIP 2024 are the following:

• The participants, directly or indirectly, will be entitled to subscribe for Incentive Shares for SEK 0.010127 per Incentive Share (i.e. the quota value of the Company’s shares).
• If and to the extent the performance condition for reclassification of the Incentive Shares has been fulfilled, the Incentive Shares will be reclassified into Ordinary Shares after the Measurement Period. Upon reclassification, one (1) Incentive Share will be reclassified to one (1) Ordinary Share.
• To the extent that the performance condition for reclassification of the Incentive Shares has not been fulfilled, the Incentive Shares will be redeemed by VEF after the Measurement Period.
• The Participation Agreements will also include an irrevocable request from the participant to redeem the participant’s Incentive Shares (all or a portion as the case may be) as follows:
  1. all, if the participant has not allocated the committed Investment Shares at the latest on 31 December 2024;
  2. all, if the participant transfers, sells, pledges, lends or otherwise disposes of the Investment Shares during the Vesting Period;
  3. all, if the participant transfers, sells, pledges, lends or otherwise disposes of the Incentive Shares prior to release of the Company’s interim financial report for the period January-March 2029;
  4. all, or a portion, as the case may be, if the participant ceases to be employed by the VEF group, during the Vesting Period, other than in the event of death, disability or retirement;
  5. all, if the outcome of the program has been affected by fraud or intentional misleading statements; or
  6. all, or a portion, to the extent required in case a redemption is necessary to ensure that LTIP 2024 is compliant with laws and regulations.

The Board may decide to waive the redemption requirement in any particular case.

• VEF has a right to reclaim the subsidy (see below) if the participant transfers the Incentive Shares prior to reclassification or redemption of the Incentive Shares.
• In order to align the participants’ and shareholders’ interests, the participants will be compensated for dividends and other value transfers to the shareholders during the Measurement Period. However, such compensation will be paid only if and to the extent the performance condition for reclassification of the Incentive Shares has been fulfilled. The TSR shall also be adjusted for cash dividends, dividends in kind and mandatory share redemption proceeds and corrected for dilutive effects of any share issues. Further, the number of Incentive Shares may change during the Measurement Period due to intervening bonus issues, reverse splits, splits and/or other similar events.

Participation Allocation

For each Investment Share allocated to LTIP 2024, the participant will be allocated 50 Incentive Shares. LTIP 2024 is proposed to comprise up to 250,000 Investment Shares entitling participants to subscribe for, in aggregate, up to 12,500,000 Incentive Shares, divided between the following categories of participants:

The Board will determine the final allocation to each participant based on competence and area of responsibility. The Board may decide to decrease the allocation to the CEO and direct a portion of his allocation to other members of management and key employees.

Class C 2024 Shares and reclassification into Ordinary Shares
A new share class in VEF Class C 2024 Shares (i.e. the Incentive Shares) is proposed to be introduced in accordance with the New Articles.

According to the New Articles, the Incentive Shares, under certain conditions, will be reclassified into VEF Ordinary Shares, which following registration will be admitted to trading on the marketplace where the Company’s Ordinary Shares are admitted to trading.

Reclassification of the Incentive Shares into Ordinary Shares will be made after the Measurement Period. The maximum number of Incentive Shares that can be reclassified amounts to 12,500,000. Maximum outcome assumes full participation in LTIP 2024, no personnel turn-over during the Vesting Period, and that the performance condition has been fully met during the Measurement Period (i.e. that the Stretch Level has been achieved).

See the New Articles for more information regarding reclassification conditions.

Information about the outcome of LTIP 2024 will be presented in the Annual Report for 2028.

Subsidy of tax impact

VEF will grant a cash subsidy to the participants in LTIP 2024 to compensate for the tax impact arising due to the fact that the subscription price for the Incentive Shares is below fair market value of the Incentive Shares (see below under the heading "Cost, scope and effects on key ratios"). The cash subsidy will correspond to, and cover, the tax impact for the participant and the subscription price for the Incentive Shares. The participant’s acquisition of Investment Shares is, however, not subsidised and the participant bears all costs for the Investment Shares.

Costs, scope and effects on key ratios

The Incentive Shares are valued by the Company using the Monte Carlo method with the relevant input parameters. Based on a price for the Ordinary Share of SEK 2.070 and the market conditions that prevailed on 5 April 2024, the value per Incentive Share has been estimated to be SEK 0.47.

Based on the assumption of full participation in LTIP 2024 (i.e. 12,500,000 Incentive Shares) and a total fair market value of the Incentive Shares of approx. SEK 5.9 million (based on an estimated value per Incentive Share of SEK 0.47), the total cost for LTIP 2024, including social security costs, is estimated to amount to approx. SEK 14 million.

Given that the actual cost for VEF will be based on the prevailing price of the Ordinary Share in connection with subscription of the Incentive Shares, VEF’s costs may deviate from the estimates set out above.

The maximum dilution due to LTIP 2024 is no more than 1.2 percent in terms of outstanding Ordinary Shares. The number of Incentive Shares may change during the Measurement Period due to intervening bonus issues, reverse splits, splits, rights issues and/or other similar events.

The costs and dilution are expected to have a small effect on VEF’s key ratios.

Preparation and administration

The remuneration committee of VEF has prepared LTIP 2024 in consultation with external advisors during the first quarter of 2024. In addition, LTIP 2024 has been reviewed and approved by the Board during April 2024.

The Board shall be responsible for preparing the detailed terms and conditions of the Participation Agreements, in accordance with the abovementioned terms and the New Articles. To this end, the Board shall be entitled to make adjustments to meet regulatory and tax requirements or market conditions and other minor adjustments. The Board may also make other adjustments, including deciding to amend the number of Incentive Shares that shall be reclassified for all participants, or for certain categories of participants, covered by the LTIP 2024, if significant changes in the VEF group or its operating environment would result in a situation where the decided terms and conditions of LTIP 2024 no longer serve their purpose, however, always observing the provisions of the New Articles and any adjustments shall only be made in order to fulfil the main objectives of LTIP 2024.

Information regarding other incentive plans in VEF

Please refer to VEF‘s Corporate Governance Report 2023, available on VEF’s website at www.vef.vc for information regarding VEF’s ongoing share or share-price related incentive plans.

Amendment of the Company’s articles of association relating to LTIP 2024 (item 15(b))

The Board of Directors proposes that the Meeting resolves to amend the Company’s articles of association in order to implement LTIP 2024, to enable the issue of the Class C 2024 Shares under items 15(a) and 15(c) and to enable the issue of ordinary shares under LTIP 2024. The Board’s complete proposal is set out in Appendix A to this notice.

Issue of Class C 2024 Shares to the participants (item 15(c))

The Board of Directors proposes that the Meeting resolves on a directed new share issue of Class C 2024 Shares (as defined in the New Articles) to the participants in LTIP 2024. The new share issue of Class C 2024 Shares to the participants in LTIP 2024 is conditional upon the Meeting resolving to amend the articles of association in accordance with item 15(b). The following terms shall apply:

• The issue of new Class C 2024 Shares will increase the share capital of the Company by no more than SEK 126,587.5 through the issue of no more than 12,500,000 Class C 2024 Shares.
• The subscription price for each Class C 2024 Share is SEK 0.010127.
• The participants in LTIP 2024, directly or indirectly, shall be entitled to subscribe for the Class C 2024 Shares. The allocation shall be determined by the Board of Directors in accordance with LTIP 2024.
• The subscription of the Class C 2024 Shares shall be made by payment in cash no later than on 31 October 2024, and according to the Company's instructions, subject to registration of the New Articles, adopted under resolution 15(b). Oversubscription may not occur. The Board of Directors shall have the right to extend the subscription period and the time for payment.
• Any share premium shall be transferred to the unrestricted premium reserve.
• The Class C 2024 Shares are subject to the reclassification and redemption clauses in the New Articles and shall entitle to dividends as from the time when the new shares are recorded in the shareholders’ register maintained by Euroclear Sweden, subject to the provisions on dividends in the New Articles.
• The reason for the proposed deviation from the shareholders' preferential rights, and the basis for setting the subscription price of the Class C 2024 Shares to SEK 0.010127 (the quota value), is that the new share issue of the Class C 2024 Shares is an integral part of the implementation of LTIP 2024. The Board considers that LTIP 2024 will be for the benefit of the Company's shareholders as set out in the proposal for LTIP 2024 in item 15(a) above.

If the Class C 2024 Shares are issued to and/or held indirectly by a participant, through either a wholly-owned or co-owned vehicle, the Class C 2024 Shares shall be able to be transferred to the participant during the course of the program. This shall also apply to any Class C 2024 Shares reclassified in accordance with the New Articles. In the event LTIP 2024 is implemented through the use of a wholly-owned or co-owned vehicle, the transfer of any shares in such a vehicle to or from a participant shall be permitted.

The managing director, or the person appointed by the managing director, is proposed to be authorized to make minor adjustments to the resolution mentioned above, as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket).

Resolution regarding authorization for the Board of Directors to issue new shares and/or convertibles (item 16)

The Board of Directors proposes that the Meeting adopts a resolution to authorize the Board of Directors to, until the end of the next Annual General Meeting, at one or several occasions, resolve on the issue of new ordinary shares and/or convertibles, with or without deviation from the ordinary shareholders’ preferential rights, against cash payment or against payment through set-off or in kind, or otherwise on special conditions.

The purpose of the authorization is to increase the Company’s financial flexibility for new investments and to support existing portfolio companies as well as broadening the shareholder base, if needed. The Board of Directors’ resolutions to issue shares with deviation from the ordinary shareholders’ preferential rights may result in an increase of the number of shares in the Company of not more than twenty (20) percent of the outstanding shares at the time the authorization is adopted, in aggregate.

To the extent that issues of shares and/or convertibles are made with deviation from the shareholders’ preferential rights, such issues shall be made on market terms.

The Board of Directors, or any person appointed by the Board of Directors, shall be authorized to make minor adjustments of the resolution by the Meeting in order to fulfil the registration with the Swedish Companies Registration Office.

Resolution regarding authorization for the Board of Directors to resolve to repurchase own ordinary shares (item 17)

The Board of Directors proposes that the Meeting resolves to authorize the Board to decide on the acquisition of the Company’s own shares where, principally, the follow shall apply:

1. Acquisition of own ordinary shares shall take place on Nasdaq Stockholm.
2. The authorization may be utilized on one or several occasions, however not longer than until the next Annual General Meeting.
3. Ordinary shares may be acquired to the extent that the Company’s holding of its own shares, on any occasion, does not exceed five (5) percent of the Company’s total shares.
4. Acquisition of shares may only take place at a price within the price interval, on any occasion, recorded on the relevant marketplace, which refers to the interval between the highest buying price and the lowest selling price.

The purpose of the proposed authorization to repurchase shares is to provide flexibility in relation to the Company’s possibilities to return capital to its shareholders, to improve the capital efficiency in the Company, and to enable the Board of Directors to prevent an excessively wide NAV/share price discount in relation to the Company’s shares, which altogether is deemed to likely have a positive impact on the Company’s share price and thereby contribute to an increased shareholder value.

The Board of Directors’ statement in accordance with Chapter 19 Section 22 of the Swedish Companies Act will be held available together with the proposal and on the Company’s website no later than three weeks prior to the Meeting.

Resolution regarding authorization the Board to transfer the Company’s own ordinary shares (item 18)

The Board of Directors proposes that the Meeting authorizes the Board of Directors, up until the next Annual General Meeting, on one or several occasions, to resolve on transfer of own ordinary shares in accordance with the applicable laws and regulations from time to time. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e., the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfer by other means, the price must be determined so that it does not fall below what is market-based, whereby however a market-based discount in relation to the market price may be applied. Transfers of own ordinary shares may be made in a number which does not exceed such number of shares that is held by the Company at the time of the Board of Directors’ resolution regarding the transfer.

The purpose of the authorization is to expand the Company’s financial flexibility, to enable acquisitions through payment with shares, to provide the Company with new capital and/or new shareholders of strategic importance to the Company, and/or acquisitions of other companies or operations.

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Majority requirements

A resolution in accordance with the Board of Directors’ proposal in respect of item 15(a) requires support by shareholders representing not less than half (1/2) of the votes cast as well as of the shares represented at the Meeting. Resolutions in accordance with the Board of Directors’ proposals in respect of item 15(b) requires support by shareholders representing not less than two thirds (2/3) of the votes cast as well as of the shares represented at the Meeting. A resolution in accordance with the Board of Directors’ proposal in respect of item 15(c) requires support by shareholder representing not less than nine-tenths (9/10) of the votes cast as well as of the shares represented at the Meeting. The resolutions under items 15(a)-(c) are conditional upon each other. Resolutions in accordance with the Board of Directors’ proposals in respect of items 16, 17 and 18 requires support by shareholders representing not less than two thirds (2/3) of the votes cast as well as of the shares represented at the Meeting.

Shareholders’ right to request information

Shareholders are reminded of their right to, at the Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Number of shares and votes

There are 1,101,417,500 shares and 1,101,417,500 votes outstanding in the Company as per the date of the publication of the notice, of which 31,720,500 are Class C 2020 Shares entitled to one vote per share 7,044,835 are Class C 2021 Shares entitled to one vote per share, 9,061,430 are Class C 2022 Shares entitled to one vote per share, 11,725,000 are Class C 2023 Shares entitled to one vote per share and 1,041,865,735 are ordinary shares entitled to one vote per share. As of the date of this notice, the Company holds no own shares.

Miscellaneous

The annual report and the auditor’s report, the Board of Directors’ remuneration report and all other documentation for resolutions are available at the Company’s office at Mäster Samuelsgatan 1 in Stockholm, Sweden, and on the Company’s website, www.vef.vc, no later than three weeks before the Meeting. Moreover, the Nomination Committee’s motivated statement is available at the Company’s above address, as well as at www.vef.vc, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal address.

Processing of personal data

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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April 2024

The Board of Directors of VEF AB (publ)