GARO : Board proposal for an incentive program (GARO AB en Board proposal for incentive program 2026)

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Proposal by the Board of Directors for an incentive program for the CEO by way of (A) directed issue of subscription warrants and (B) transfer of subscription warrants of series 2026/2029 The Board of Directors of GARO Aktiebolag (publ) (" GARO " or the " Company ") proposes that the Annual General Meeting (the " AGM ") 2026 resolves on an incentive program for the incoming CEO Tobias Byfeldt (the " CEO ") based on issue and transfer of subscription warrants (" Warrant Program 2026/2029 ") on the following conditions. The purpose of the incentive program is to offer the CEO the opportunity to take part in the long-term increase in value that is related to GARO's joint goals and the strategic initiatives that shall be given priority within the group. The Board of Directors believes that it is of benefit to the Company and the shareholders that the CEO is in this way given a personal ownership commitment in the Company. An incentive program is also expected to contribute to the possibilities to recruit and retain competent, motivated and committed employees and to being a competitive and attractive employer. The structure of the program is estimated to contribute to the fulfilment of the Company's long-term business plan, strategy and financial targets. Issue of subscription warrants In order to implement the Warrant Program 2026/2029, the Board proposes that the AGM resolves on a directed issue of subscription warrants with deviation from the shareholders' preferential right on the following conditions. A maximum of 500,000 subscription warrants shall be issued. The right to subscribe for the subscription warrants shall, with deviation from the shareholders' preferential right, be granted to the Company, with right and obligation for the Company to transfer the subscription warrants to the CEO in the GARO group, in accordance with the principles below. The Company shall not be entitled to dispose of the subscription warrants in any other way. The subscription warrants shall be issued free of charge to the Company. Subscription for the subscription warrants shall be made on 30 June 2026 at the latest, with a right for the Board to extend the subscription period. Each subscription warrant shall entitle to subscription for one (1) share in the Company. Subscription for shares by virtue of the subscription warrants may take place during the period 15 August 2029 - 31 August 2029. There will be no over-subscription. The subscription price per share shall correspond to 135 per cent of the volume-weighted average share price according to Nasdaq Stockholm's official price list for shares in the Company during five trading days preceding the time when the CEO acquire subscription warrants from GARO, however, never less than the quota value of the share. If acquisition takes place on more than one occasion, the subscription price is determined on the first occasion of transfer. The calculated subscription price shall be rounded to the nearest SEK 0.01, whereupon SEK 0.005 shall be rounded upwards. All acquisitions must take place before the Annual General Meeting 2027. If all subscription warrants are exercised for subscription of new shares, the share capital will increase by a maximum of SEK 200,000. Shares that have been subscribed for by virtue of the subscription warrants will entitle to dividends as of the first record date for dividends occurring immediately after the shares have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket ). If the subscription price at subscription for new shares exceeds the quota value of the previous shares, the surplus amount shall be contributed to the unrestricted premium reserve. The subscription warrants may be subject to re-calculation in accordance with customary principles for re-calculation due to, inter alia , bonus issue, consolidation or share split, rights issue or similar events. The complete terms and conditions for the subscription warrants are set forth in the " Terms and conditions for subscription warrants of series 2026/2029 ", Appendix 1 . Transfer of subscription warrants In order to implement the Warrant Program 2026/2029, the Board proposes that the AGM resolves to approve that transfer of subscription warrants is made from the Company to the CEO on the following conditions. The subscription warrants shall be transferred by the Company, on one or several occasions, to the CEO of GARO group in accordance with the guidelines stated below. A maximum of 500,000 subscription warrants of series 2026/2029 may be transferred. Transfer of the subscription warrants shall be made for a consideration corresponding to the market value of the subscription warrants at the time of transfer, to be established by an independent valuation institute, by application of the Black Scholes valuation method, based on the market conditions at the time of transfer. The valuation is based on the variables risk-free interest rate, volatility, the term of the subscription warrants, expected share dividends during the term of the subscription warrants, the share price at the time of transfer and the subscription price for shares when exercising the subscription warrants (strike price). Right to acquire subscription warrants shall, with deviation from the shareholders' preferential right, accrue to the CEO. The first allotment is expected to take place during July 2026. There will be no over-subscription. The total number of subscription warrants issued in Warrant Program 2026/2029 exceeds the number of subscription warrants expected to be allotted in the first allotment. The subscription warrants remaining after the first allotment may be allotted at market value, applicable from time to time, in accordance with the allotment principles stated above. The Board of Directors considers it important to, for practical reasons, offer the CEO the possibility not to acquire all subscription warrants at one time. This means that the CEO may be allocated subscription warrants at such a time that the time between the allocation and the subscription period for shares may be less than three years. Transfer of subscription warrants may not occur after the AGM 2027. Right to allotment in Warrant Program 2026/2029 requires that the CEO, at the time for allotment, holds its position or has signed an agreement regarding it and has not, at such time, informed or been informed that the employment will be terminated. When acquiring the subscription warrants, the warrant holder shall enter into a pre-emption agreement with the Company, on customary conditions established by the Board. The agreement shall entitle the Board, under certain circumstances and in whole or in part, to reclaim acquired subscription warrants (or value received from dispositions of subscription warrants), subject to the limitations which may follow from applicable law. Reason for deviation from the shareholders' preferential right The reason for the deviation from the shareholders' preferential right is that the Board wishes to create an incentive program which offers the CEO the opportunity to take part in the long-term increase in value of the Company share. The basis for the subscription price is the market value of the share at the time of issue. Costs, dilution etc. The costs for the program will mainly consist of limited costs for the implementation and administration of the program. For this reason, no hedging arrangements for the program have been made. Assuming that all 500,000 subscription warrants in the Warrant Program 2026/2029 are exercised for subscription of new shares, the Company's share capital will increase by a maximum of SEK 200,000, resulting in a maximum dilution effect equivalent to approximately 0.4 per cent calculated as the number of new shares in proportion to the number of existing shares. The above is subject to re-calculations of the subscription warrants in accordance with the customary terms stated in the complete terms and conditions. Outstanding incentive programs Under the company's existing incentive programme TO 2025/2028 series 2, which includes subscription warrants to key employees in the group, the participants have acquired a total of 225,000 subscription warrants, whereby each warrant entitles the holder to subscribe for one (1) share, which corresponds to a dilution corresponding to approximately 0.45 per cent and, together with the Warrant Program 2026/2029, approximately 0.85 per cent calculated as the number of new shares in proportion to the number of existing shares. Subscription warrants in series TO 2025/2028 series 2 can be exercised between 30 June 2028 and 15 December 2028. The subscription price corresponds to SEK 28.37 per share. All subscription warrants acquired by the former chief executive officer within TO 2025/2028 series 1 have been repurchased by the company and will not be exercised for subscription of new shares. The preparation of the proposal The Board's proposal has been prepared by the Board's Remuneration Committee and the Board. The Remuneration Committee has consulted the Company's three largest shareholders in connection with the preparation of the proposal in order to receive feedback and suggestions on the form of the proposal. These shareholders are positive to the final proposal although it shall be noted that they are not legally obliged to support the proposal at the general meeting. Authorisation The Board of Directors proposes that the Chairman of the Board, or a person appointed by the Board, is authorised to make any minor adjustments that might be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB. Majority requirement The resolution of the general meeting above is proposed to be adopted as one joint resolution. A valid resolution requires that shareholders representing at least nine tenths (9/10) of the votes cast and the shares represented at the general meeting support the resolution. Gnosjö in April 2026 GARO Aktiebolag (publ) The Board of Directors

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