Nelly : Minutes from the Annual General Meeting (Nelly Group AB (publ) Minutes from the 2026 Annual General Meeting)

About this update from Nelly Group Ab

Unofficial translation of minutes from the Annual General Meeting of Nelly Group AB (publ), reg. no. 556035-6940, held on 18 May 2026 at Norrlandsgatan 21 in Stockholm. Time: 10.00 - 10.45 § 1 Opening of the Annual General Meeting (agenda item 1) The Chair of the Board Ebba Ljungerud declared the Annual General Meeting open and welcomed the shareholders. § 2 Election of Chair of the Annual General Meeting (agenda item 2) The Meeting elected, in accordance with the Nomination Committee's proposal, Johan Håkansson, Nelly NLY AB (General Counsel), as Chair of the Meeting. The Chair informed that the CFO Josefin Dalum had been appointed to keep the minutes of the Meeting. The Meeting resolved that invited guests were entitled to attend the Annual General Meeting, but without the rights to address the Annual General Meeting or participate in the Annual General Meeting's resolutions. § 3 Preparation and approval of the voting list (agenda item 3) The Meeting approved the list in Appendix 1 , prepared by Computershare AB on behalf of the company, comprising shareholders who had notified their participation and were present at the Annual General Meeting, including those who had submitted postal votes, as the voting list for the Annual General Meeting. § 4 Approval of the agenda (agenda item 4) The Meeting approved the proposed agenda, Appendix 2 , which had been included in the notice convening the Annual General Meeting. § 5 Election of one or two persons to verify the minutes (agenda item 5) The Meeting elected Elli Laukkanen, representing Rite Ventures, to verify the minutes of the Meeting jointly with the Chair. § 6 Determination of whether the Annual General Meeting has been duly convened (agenda item 6) It was noted that the notice of the Annual General Meeting had been available at the company's website since 15 April 2026, and had been published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar ) on 20 April 2026. An announcement stating that the notice had been made was published in Svenska Dagbladet on 20 April 2026. The Meeting resolved to approve the notice procedure and declared the Annual General Meeting duly convened. § 7 Presentation by the CEO (agenda item 7) The Chair of the Board Ebba Ljungerud gave a presentation on the Board's work in 2025. The CEO Helena Karlinder-Östlundh gave a presentation on the company's operations in 2025. Shareholders were then given the opportunity to ask questions. § 8 Presentation of the Annual Report, the Auditors' Report and the consolidated financial statements and the Auditors' Report on the consolidated financial statements (agenda item 8) The Chair found that the Annual Report, the Auditor's Report and the consolidated financial statements and the Auditors' Report on the consolidated financial statements for the financial year 2025 had been presented. The Company's Auditor-in-Charge, Mattias Palmqvist, Öhrlings PricewaterhouseCoopers AB, presented the audit work and commented on the Auditor's Report for the Parent Company and the Group for 2025. § 9 Resolution on the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet (agenda item 9) The Meeting resolved to adopt the income statement for 2025 and the balance sheet as per 31 December 2025 for the Parent Company and the Group. § 10 Resolution on the proposed treatment of the company's result as stated in the adopted balance sheet (agenda item 10) The Meeting resolved, in accordance with the Board's proposal, that the Company's result should be distributed so that the retained earnings, share premium reserve and result for the year are carried forward. § 11 Resolution on the discharge of liability of the members of the Board and the CEO (agenda item 11) The Meeting discharged the members of the Board and the CEO from liability for the management of the company and its affairs during 2025. It was noted that none of the members of the Board nor the CEO participated in the resolution as regards themselves. § 12 Presentation and resolution on approval of the Remuneration Report (agenda item 12) The Chair found that the Board's Remuneration Report for 2025 had been presented to the Annual General Meeting. The Meeting resolved to approve the Board's Remuneration Report, Appendix 3 . § 13 Determination of the number of members of the Board (agenda item 13) Victor Mellgren, Chair of the Nomination Committee, reported on the work of the Nomination Committee and presented the Nomination Committee's proposals. The Meeting resolved in accordance with the Nomination Committee's proposal, that the Board, for the period until the end of the next Annual General Meeting, shall consist of six (6) members. § 14 Determination of the remuneration to the members of the Board and the Auditor (agenda item 14) The Meeting resolved, in accordance with the Nomination Committee's proposal, that remuneration for ordinary Board work and work within the Board's committees shall be paid in accordance with the following: SEK 650,000 to the Chair of the Board; SEK 250,000 to each of the other five members of the Board; SEK 75,000 to the Chair and SEK 30,000 to each of the other two members of the Audit Committee; SEK 50,000 to the Chair and SEK 20,000 to the other member of the Remuneration Committee. The Meeting resolved, in accordance with the Nomination Committee's proposal, that the Auditor shall be paid in accordance with approved invoices. § 15 Election of Board members (agenda item 15) The Chair provided information to the Meeting on the assignments held by the proposed Board members in other companies. The Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect Ebba Ljungerud, Stefan Palm, Josephine Bernadotte, Lennart Sparud, Lars Axelsson and Mikaela Willman as members of the Board. § 16 Election of Chair of the Board (agenda item 16) The Meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect Ebba Ljungerud as Chair of the Board. § 17 Determination of the number of Auditors and election of Auditor (agenda item 17) The Meeting resolved, in accordance with the Nomination Committee's proposal and the Audit Committee's recommendation, that the Company shall have a registered accounting firm as Auditor, and to re-elect the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) as Auditor for the period until the end of the next Annual General Meeting. It was noted that Mattias Palmqvist will be the Auditor-in-Charge. § 18 Resolution on guidelines for remuneration to senior executives (agenda item 18) The Meeting resolved in accordance with the Board's proposal, Appendix 4 , to approve guidelines for remuneration to senior executives. § 19 Resolutions on (a) adoption of a performance-based share program for senior executives in Nelly, (b) a directed issue of warrants, and (c) approval of transfer of warrants (agenda item 19 (a)-(c)) The Meeting resolved in accordance with the Board's proposal under agenda items 19(a)-(c) to adopt a performance-based share program for senior executives in Nelly, Appendix 5A , on a directed issue of no more than 50,284 warrants of series 2026/2027, Appendix 5B , and to approve the transfer of up to 50,284 warrants of series 2026/2027, Appendix 5C . It was noted that the resolution was supported by the required majority. § 20 Resolution on authorisation for the Board to resolve on repurchase and transfer of own ordinary shares (agenda item 20) The Meeting resolved in accordance with the Board's proposal, Appendix 6 , on authorisation for the Board to resolve on repurchase and transfer of own ordinary shares. It was noted that the resolution was supported by the required majority. § 21 Resolution on authorisation for the Board to resolve on new issues of ordinary shares, warrants and/or convertible bonds (agenda item 21) The Meeting resolved in accordance with the Board's proposal, Appendix 7 , on authorisation for the Board to resolve on new issues of ordinary shares, warrants and/or convertible bonds. It was noted that the resolution was supported by the required majority. § 22 Closing of the Annual General Meeting (agenda item 22) The Chair declared the Annual General Meeting closed. At the minutes: Josefin Dalum Minutes checkers: Johan Håkansson Elli Laukkanen APPENDIX 2 Agenda at the Annual General Meeting of Nelly Group AB (publ) Opening of the Annual General Meeting. Election of Chair of the Annual General Meeting. Preparation and approval of the voting list. Approval of the agenda. Election of one or two persons to check and verify the minutes. Determination of whether the Annual General Meeting has been duly convened. Presentation by the CEO. Presentation of the Annual Report, the Auditor's Report and the consolidated financial statements and the Auditor's Report on the consolidated financial statements. Resolution on the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet. Resolution on disposition of the company's result as stated in the adopted balance sheet. Resolution on the discharge of liability of the members of the Board and the CEO. Presentation and resolution on approval of the Remuneration Report. Determination of the number of members of the Board. Determination of the remuneration to the members of the Board and the Auditor. Election of Board members: Ebba Ljungerud (re-election, proposed by the Nomination Committee). Stefan Palm (re-election, proposed by the Nomination Committee). Josephine Bernadotte (re-election, proposed by the Nomination Committee). Lennart Sparud (re-election, proposed by the Nomination Committee). Lars Axelsson (re-election, proposed by the Nomination Committee). Mikaela Willman (re-election, proposed by the Nomination Committee). Election of Chair of the Board. Determination of the number of Auditors and election of Auditor. Resolution on guidelines for remuneration to senior executives. Resolutions on (a) adoption of a performance-based share program for senior executives in Nelly, (b) a directed issue of warrants and (c) approval of transfer of warrants. Resolution on authorisation for the Board to resolve on repurchase and transfer of own ordinary shares. Resolution on authorisation for the Board to resolve on new issues of ordinary shares, warrants and/or convertible bonds. Closing of the Annual General Meeting. APPENDIX 3 The Board's Remuneration Report for 2025 Introduction Introduction This remuneration report describes how the guidelines for remuneration to senior executives of Nelly Group AB (publ) ("Nelly" or the "company"), adopted by the 2024 Annual General Meeting, were applied in 2025. The report also provides information on remuneration to the CEO and Board members (in addition to ordinary board remuneration, as applicable) and a general description of outstanding share- and share price-related incentive plans. The report has been prepared in accordance with the Swedish Companies Act and the Stock Market Self-Regulation Committee's rules on remuneration of executive management and on incentive programmes. The information required by Chapter 5, Section 40-44 of the Swedish Annual Accounts Act is provided in note 21 on the pages 91-97 in the 2025 Annual Report. Information regarding the work of the Remuneration Committee during 2025 is set out in the Corporate Governance Report on page 46 in the 2025 Annual Report. Ordinary Board remuneration is not covered by this report. Such remuneration is resolved annually by the Annual General Meeting and disclosed in note 21 on pages 91-97 in the 2025 Annual Report. Key developments 2025 The CEO summarizes the company's overall performance in her statement on pages 5-6 in the 2025 Annual Report. The company's remuneration guidelines: scope, purpose and deviations A prerequisite for Nelly to realise its business strategy and safeguard the company's long-term interests, including the company's sustainability, is that Nelly is able to attract, motivate and retain senior executives in competition with comparable Nordic companies, primarily Nordic companies operating in e-commerce and retail with consumer brands. To this end, it is necessary that the company can offer a competitive total remuneration. Pursuant to the remuneration guidelines, remuneration to senior executives must be market-based and may consist of the following components: fixed cash salary, variable cash remuneration, the option to participate in long-term (i) share- and share price-related incentive plans adopted by the General Meeting and/or (ii) cash-based incentive plans, pension benefits and other customary benefits. The variable cash remuneration must be based on performance in meeting established targets for profitability, growth and value creation for their areas of responsibility and for Nelly. The outcome must be linked to measurable targets (qualitative, quantitative, general and individual) that are measured over one year. The targets within the senior executives' respective areas of responsibility are intended to promote Nelly's performance in both the short and long terms and thus promote Nelly's business strategy and long-term interests, including the company's sustainability. The applicable remuneration guidelines adopted at the 2024 Annual General Meeting can be found on pages 91-92 in the 2025 Annual Report and on the company's website www.nellygroup.com . During 2025, the company has complied with the applicable remuneration guidelines adopted by the General Meeting. No deviations from the guidelines have been decided and no derogations from the procedure for implementation of the guidelines have been made. No remuneration has been reclaimed. The Auditor's report regarding the company's compliance with the guidelines is available on the company's website www.nellygroup.com. Based on the conclusions from the monitoring and evaluation of the variable remuneration programs, the application of the remuneration guidelines and the overall evaluation of the current remuneration structures and remuneration levels in Nelly, the Board has concluded that the current remuneration guidelines should be updated in order to reflect what is customary and promotes Nelly's business strategy and long term interests, including the company's sustainability. The Board has therefore proposed changes to the current guidelines, regarding variable cash remuneration, to the 2026 Annual General Meeting. Total remuneration to the CEO in 2025 (TSEK) 1) 1 Fixed remuneration 2 2) Variable remuneration 3 4 5 6 Base salary Other benefits One-year Multi-year Extraordinary items Pension expense Total remuneration Portion of fixed and variable remuneration Helena Karlinder-Östlundh 2,645 199 1,339 - - 628 4,811 72 % / 28 % The table shows remuneration due in 2025. Variable compensation is partially accrued and refers to a year-end provision and has been partially paid during 2025. Outstanding share-related incentive plans PSP 2022 Nelly's long-term four-year performance share plan ("PSP 2022") was adopted by the 2022 Annual General Meeting. There is one (1) remaining participant in PSP 2022. Under PSP 2022, the participants have through a personal investment acquired ordinary shares in Nelly ("Savings Shares"). For each Savings Share, Nelly has, free of charge, allotted share rights entitling the participant to receive ordinary shares in Nelly free of charge ("Performance Shares") provided that, and to the extent, the performance-based condition for the period 1 April 2022 - 31 March 2026 (the "Measurement Period") is being fulfilled. The right to finally receive Performance Shares is also conditional upon the participant having retained the Saving Shares and, subject to certain exemptions, continued his or her employment with Nelly throughout the vesting period ending after the disclosure of Nelly's interim report for the period January-March 2026. If the participant's employment is terminated during the period 1 April 2025 - 31 March 2026, the participant shall however be entitled to one quarter of the Performance Shares provided that, and to the extent, the performance-based condition is fulfilled at the time of termination of employment. The performance-based condition is based on the total shareholder return on the ordinary share (including any dividends reinvested) during March 2022 to be compared to March 2026. The CEO Helena Karlinder-Östlundh does not participate in PSP 2022. Share Program 2024 Nelly's long-term three-year share plan ("Share Program 2024") was adopted by the Extraordinary General Meeting held on 12 December 2024. In total, two (2) key employees in Nelly participate in Share Program 2024. Under Share Program 2024, the participants have subscribed for a total of 10,847 ordinary shares at a subscription price corresponding to the quota value of the shares. The participants are only entitled to retain the shares allotted under Share Program 2024 if the participant remains employed by Nelly during a vesting period from the day of subscription of the shares up to and including the date falling three years thereafter. If the participant's employment with Nelly is terminated during the vesting period, the participant shall not be entitled to retain any shares allotted under Share Program 2024, regardless of whether the participant terminates his or her employment or whether the participant's employment is terminated by the company. No performance requirements are set for allotment under the program, as the Board considers that the terms and conditions of the program create strong incentives for the participants to contribute to the development of the company's position and promote long-term sustainable decisions in order to achieve results that are consistent with the company's vision and overall strategy. After the expiry of the vesting period, allotted shares may be freely disposed by the participant. The CEO Helena Karlinder-Östlundh has not subscribed for any ordinary shares under Share Program 2024. Share Program 2025 Nelly's long-term three-year share plan ("Share Program 2025") was adopted by the 2025 Annual General Meeting. In total, eight (8) key employees in Nelly participate in Share Program 2025. Under Share Program 2025, the participants have subscribed for a total of 47,950 ordinary shares at a subscription price corresponding to the quota value of the shares. The participants are only entitled to retain the shares allotted under Share Program 2025 if the participant remains employed by Nelly during a vesting period from the day of subscription of the shares up to and including the date falling three years thereafter. If the participant's employment with Nelly is terminated during the vesting period by (i) termination by the participant himself or herself; or (ii) termination by the company in the event of objective grounds for termination for personal reasons or after summary dismissal, the participant shall not be entitled to retain any shares allotted under the Share Program 2025. If the employment is terminated for reasons other than those stated, the participant shall have the right to retain the shares allotted under the program. No performance requirements are set for allotment under the program, as the Board considers that the terms and conditions of the program create strong incentives for the participants to contribute to the development of the company's position and promote long-term sustainable decisions in order to achieve results that are consistent with the company's vision and overall strategy. After the expiry of the vesting period, allotted shares may be freely disposed by the participant. The CEO Helena Karlinder-Östlundh has subscribed for 14,742 ordinary shares under Share Program 2025. PSP 2025 Nelly's long-term three-year performance share plan ("PSP 2025") was adopted by the 2025 Annual General Meeting. In total, seven (7) key employees in Nelly participate in PSP 2025. Under PSP 2025, the participants have the opportunity to acquire warrants free of charge which shall be exercised for subscription of ordinary share in the company, providing the fulfilment of the following financial performance condition regarding increase in the company's EBIT margin during a performance period corresponding to the financial year 2025. The performance condition shall be considered fulfilled if the company's EBIT margin for the financial year 2025, compared to the financial year 2024, has increased with at least 25 percent. If the performance condition is not fulfilled during the financial year 2025, the participant shall not be entitled to subscribe for any shares under the PSP 2025. The participants are only entitled to retain the shares allotted under PSP 2025 if the participant remains employed by Nelly during a vesting period from the day of application for participation in the program up to and including the date falling three years thereafter. If the participant's employment with Nelly is terminated during the vesting period by (i) termination by the participant himself or herself; or (ii) termination by the company in the event of objective grounds for termination for personal reasons or after summary dismissal, the participant shall not be entitled to retain any shares allotted under PSP 2025. If the employment is terminated for reasons other than those stated, the participant shall have the right to retain the shares allotted under the program. The CEO Helena Karlinder-Östlundh participates in PSP 2025. Additional information Additional information on outstanding share- and share price-related incentive plans may be found on the pages 93-97 in the 2025 Annual Report. Comparative information on the changes of remuneration and the company's performance Financial year 2021 vs. 2022 2022 vs. 2023 2023 vs. 2024 2024 vs. 2025 2025 Total remuneration to the CEO (MSEK)* +2,0 -0,9 -0,9 +1,3 4,8 The Group's operating profits (MSEK) -17,5 +67,0 +82,2 +73,3 166,4 The Group's profit after tax for continuing and discontinued operations (MSEK)** -23,9 +70,2 +84,9 +85,1 168,5 Average remuneration on a full-time equivalent basis of employees of the Group*** (TSEK) -18 +20 +12 +8 523 * Nelly (previously Qliro Group AB (publ)) had three CEOs during 2022: Kristina Lukes (1 January - 13 June 2022), Helena Karlinder-Östlundh (13 June - 21 August 2022) and Ludvig Anderberg (from 22 August 2022). The total remuneration for 2022 refers to the total remuneration to the three CEOs. Further, Nelly had two CEOs in 2023: Ludvig Anderberg (1 January - 15 January 2023) and Helena Karlinder-Östlundh (from 16 January 2023). The total remuneration for 2023 refers to the aggregate total remuneration of the two CEOs. ** The consolidated income statement may be found on page 54 in the 2025 Annual Report. *** The average remuneration has been calculated by dividing the remuneration for all employees in the Group (excluding the CEO and other senior executives) with the average number of employees during 2025. APPENDIX 4 Resolution on guidelines for remuneration to senior executives (item 18) The Board proposes the following guidelines for remuneration of the CEO and other members of the management team (the "Senior Executives") of Nelly, and of Board members where they receive remuneration for tasks other than Board duties. The guidelines shall be applied to remuneration that is agreed in connection with new employment, and changes made to remuneration already agreed, after the guidelines have been adopted by the 2026 Annual General Meeting. The guidelines do not include remuneration adopted by the General Meeting such as ordinary Board fees and long-term share/share price related incentive plans. How the guidelines promote Nelly's business strategy, long-term interests and sustainability Nelly operates nelly.com, which is one of the Nordic region's strongest fashion brands for young women, and nlyman.com. Nelly's business model is based on a core of its own brands and a supplementary range of curated brands from an international portfolio. Nelly will continue to strengthen its own brands and remain at the forefront of digital marketing and sales. The company will continue to inspire its target group with selected trends and fashion. For Nelly to be able to realise its business strategy and safeguard the company's long-term interests, including their sustainability, it is essential that it can attract, motivate and retain Senior Executives in competition with comparable Nordic companies, primarily Nordic companies operating in fashion, e-commerce and retail with consumer brands. These guidelines must, therefore, allow the Senior Executives to be offered a competitive package of remuneration. At the same time, Nelly's remuneration system must be compatible with and promote sound, effective risk management and discourage excessive risk-taking. Remuneration of the Senior Executives in Nelly must, in both the short and long terms, reflect the individual's performance and responsibilities, and the earnings of Nelly and its subsidiaries and must also align the incentives of the Senior Executives with the interests of the shareholders. Consequently, the Senior Executives must be remunerated according to the principle of reward for performance. The Board considers that participation in any long-term incentive plans, plus carefully balanced fixed remuneration, create the conditions for Nelly to be a competitive employer. Types of remuneration Remuneration must be market-based and may consist of the following components: fixed cash salary, the option to participate in long-term (i) share/share price-related incentive plans adopted by the General Meeting and/or (ii) where necessary, specifically resolved cash-based incentive plans, established pension benefits, and other customary benefits. Fixed cash salary The Senior Executives' fixed cash salaries are revised each year. They must be competitive and based on the individual's skills, responsibilities and performance. The company shall, whenever reliable data is available, also endeavour to benchmark the levels of remuneration against relevant market practice. Variable cash remuneration Cash variable remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are only made at individual level either to recruit or retain Senior Executives or as special remuneration for extraordinary performance above and beyond the person's ordinary duties. Such remuneration may not exceed an amount equivalent to 100 percent of fixed annual cash salary. The Remuneration Committee is mandated, within specified limits, to resolve on the payment of extraordinary cash variable remuneration up to a maximum individual limit of three (3) monthly salaries per Senior Executive or, where applicable, other employee, and a maximum aggregate limit of MSEK 1 per year. Decisions made within these limits shall be reported to the Board. Extraordinary cash variable remuneration exceeding these individual or annual limits may only be resolved by the Board in accordance with applicable instructions and remuneration principles. The Board must also consider deciding that part of Senior Executives' extraordinary variable cash remuneration must be invested in shares or share price-related instruments in Nelly. Long-term share-related incentive plans The Senior Executives may be offered incentive plans which must, in general, be share/share price-related and are, therefore, not subject to these guidelines. Long-term share/share price-based incentive plans must be designed to ensure the participants' long-term commitment to value growth in Nelly and align the interests of the Senior Executives with those of the shareholders. To ensure that performances on which the remuneration has been based are sustainable over time, Nelly is entitled, with the restrictions that may be stipulated by law or contract, to demand repayment of all or part of remuneration other than fixed cash salary, pension and other customary benefits that has been paid incorrectly as a result of information that turns out to be obviously incorrect (claw-back). Pensions and other customary benefits Pension commitments are defined contribution and secured through premiums paid to insurance companies. The amount of pension premiums is specified by Nelly's pension plan and must generally correspond to the provision levels applicable under the ITP 1 plan with the resulting restrictions in relation to fixed annual salary. No provisions are made for salary components in excess of 60 income base amounts calculated on an annual basis. Variable cash remuneration must generally not be pensionable. The retirement age follows the applicable pension plan and is normally 65. Other benefits should be customary and contribute to facilitating the Senior Executives' ability to perform their duties, for example, company car, occupational health services and medical expense insurance. The total of such benefits may not exceed 30 percent of the fixed annual cash salary. Notice of termination and severance pay Upon termination of employment, the notice period may not exceed twelve (12) months. The total of fixed cash salary during the notice period and severance pay may not exceed an amount equivalent to the fixed cash salary for eighteen (18) months for the CEO and twelve (12) months for other Senior Executives. Upon termination by the employee, the notice period may not exceed six (6) months, and the employee is not entitled to severance pay. Salary and terms of employment for employees The salary and terms of employment of Nelly's employees were taken into consideration in the preparation of the Board's proposal for these remuneration guidelines. The guidelines do not deviate from the remuneration systems that are generally applied in Nelly to other employees. The remuneration, types of remuneration and development of salary of the Senior Executives are deemed to be in line with salaries and terms of employment of other employees in Nelly in other respects as well. The development of remuneration of the Senior Executives and remuneration of other employees is reported in the Board's annual Remuneration Report. Remuneration to Board members Board members in the parent company, who are appointed at the General Meeting, may, in special cases, receive remuneration for services performed within their respective specialist areas that fall outside their ordinary Board duties for the parent company. Remuneration for such services must be market-based and approved by the Board. The decision-making process The Board has established a Remuneration Committee. The duties of the Committee include preparing the Board's decisions on proposals for guidelines for remuneration of Senior Executives. At least every four (4) years, the Board must submit a proposal for guidelines for remuneration of Senior Executives to the General Meeting for resolution. The guidelines must apply until new guidelines have been adopted by the General Meeting. The Remuneration Committee shall also monitor and assess plans for variable remuneration of the company management, the application of these guidelines for remuneration of Senior Executives and the remuneration structures and levels of remuneration in the company. The members of the Remuneration Committee are independent of the company and the executive management. Senior Executives do not take part in the Board's discussions and decisions on issues related to remuneration where the issues affect them personally. Deviations from the guidelines Where the Board finds that there are particular reasons in a particular case and to safeguard the company's long-term interests, including its sustainability, or to safeguard the company's financial position, the Board is entitled to deviate from the guidelines. If the Board deviates from the guidelines, it must report the reasons for this at the following Annual General Meeting. Description of significant changes and how the shareholders' views have been taken into account Compared to the remuneration guidelines adopted by the Extraordinary General Meeting on 16 December 2020, the Board has decided to remove the possibility of annual variable cash remuneration for Senior Executives. Apart from this, no material changes have been made to the remuneration guidelines. No material views on the remuneration guidelines have been presented by shareholders. APPENDIX 5A Resolution on adoption of a performance-based share program for senior executives in Nelly (item 19(a)) Participants The Board proposes that the general meeting resolves on adoption of Performance Share Program 2026 for the following key employees of the company; Helena Karlinder-Östlundh (Chief Executive Officer), Lotta Fermén (Chief Assortment Officer), Madeleine Einarsson (Chief Sales Officer), Stefan Svensson (Chief Operating Officer), Josefin Dalum (Chief Financial Officer), Anders Hellberg (Chief Technology Officer), Carl Göök (Finance Manager), Rebecca Härkönen (Head of Assortment Controlling) and Madeleine von Schedvin (Head of Design and brand portfolio). Application for participation in Performance Share Program 2026 shall be made during the period from the date of the general meeting's resolution to adopt Performance Share Program 2026 up to and including 5 June 2026 by application for acquisition of warrants (to be immediately exercised by subscribing for ordinary shares in Nelly) as set out in item 19(c) below. The Board shall, however, be entitled to extend the application period. The Board resolves on final allotment of shares (through transfer of warrants that are exercisable for subscription of ordinary shares) under the Performance Share Program 2026 as soon as possible after the fulfilment of the performance condition described under " Performance condition " below has been presented by the Board. Allotment and distribution Participants who have applied for participation in the Performance Share Program 2026 will, provided that the performance condition described below is fulfilled, have the opportunity to acquire warrants from the company free of charge which immediately shall be exercised for subscription of ordinary shares in Nelly at a subscription price corresponding to the quota value of the share, as further described in item 19(b) and (c) below. The participants have the right to subscribe for a number of shares corresponding to a total value of three (3) months' salary for the CEO and a total value corresponding to two (2) months' salary for the other participants on the date of acquisition of the warrants, however not exceeding the number set out in the distribution under item 19(c) below. The number of shares that each participant is entitled to subscribe for shall be determined based on the volume-weighted average price of the company's share on Nasdaq Stockholm during a period of ten (10) trading days immediately preceding the date of acquisition of the warrants. If a participant is prohibited from acquiring warrants and/or subscribing for shares in the company due to regulations under the Regulation (EU) No 596/2014 on market abuse or other insider legislation applicable in respect of the company, the warrants shall be acquired and the shares shall be subscribed for without delay after the participant is no longer prevented from doing so. The participants will be compensated through a cash bonus payment for an amount corresponding to half of the tax that the participant is obliged to pay as a result of the subscription of shares under the Performance Share Program 2026 constituting a tax benefit (please see " Taxation " below). The remaining part of the tax shall be paid by the participant. Performance condition The participant's right to subscribe for shares under the Performance Share Program 2026 shall be conditional upon the fulfilment of a financial performance condition regarding increase in the company's EBIT margin (the " Performance Condition ") during a performance period corresponding to the financial year 2026. The Performance Condition shall be considered fulfilled if the company's EBIT margin for the financial year 2026, compared to the financial year 2025, has increased with at least 25 percent. If the Performance Condition is not fulfilled during the financial year 2026, the participant shall not be entitled to subscribe for any shares under the Performance Share Program 2026. The Board intends to present the fulfilment of the Performance Condition in the annual report for the financial year 2026. Vesting of the shares Vesting of the shares subscribed for under the Performance Share Program 2026 by virtue of the warrants shall take place during the period from the date of application for participation in the program up to and including the date falling three years thereafter (the " Vesting Period "), provided that the participant is entitled to retain the shares in accordance with the terms and conditions further described below. Employment during the Vesting Period If the participant's employment with Nelly is terminated during the Vesting Period by: (i) termination by the participant himself or herself; or (ii) termination by the company in the event of objective grounds for termination for personal reasons or after summary dismissal, the participant shall not be entitled to retain any shares allotted under the Performance Share Program 2026. If the employment is terminated for reasons other than those stated, the participant shall have the right to retain the shares allotted under the program. After the expiry of the Vesting Period, allotted shares may be freely disposed by the participant. Right to dividends and other value transfers during the Vesting Period The participant is entitled to retain (i) cash dividends, (ii) proceeds from sale of subscription rights that the participant has received and sold under a rights issue, as well as (iii) other cash value transfers received by the participant following corporate events in the company, provided that the participant was entitled to the shares at the time of the receipt. Any new shares in the company that the participant has subscribed for with preferential rights based on shares held shall not be subject to the terms and conditions of the Performance Share Program 2026. Agreement with an obligation to return the shares free of charge A prerequisite for being granted shares under the Performance Share Program 2026 is that the participants have signed an agreement with the company under which the participant undertakes to: Not transfer or pledge the shares during the Vesting Period. Provide information to the company regarding the share depositary in which the shares are held and not to move the shares from said share depositary without the consent of the company. Upon request of the company, enable the company to check the holding on the share depositary where the shares are held. Transfer, free of charge, to the company any shares that have not vested in accordance with the terms and conditions of Performance Share Program 2026 or otherwise participate in such measures or decisions as the company deems necessary or appropriate in connection with the Performance Share Program 2026. Breach of the agreement shall be subject to a penalty fine corresponding to a value of the participant's shares at the time of allotment, the cash salary payment received by the participant and the company's social security costs relating to the participant's shares or, if higher, 150 percent of the market value of the shares at the time of the breach. The Board, or the person appointed by the Remuneration Committee, shall be responsible for the detailed design and handling of the agreement within the above specified conditions and guidelines. Taxation The receipt of warrants allotted under the Performance Share Program 2026 is a taxable benefit that will be taxed during the year in which the warrants are received by the participant. The taxable benefit value is calculated as the market value of the warrants on the day the warrants were received. The benefit value will be taxed as income from employment for the participants, meaning that social security contributions will be charged to the employer. The participants will be compensated through a cash bonus payment, which means that the participants will be compensated for half of the tax that the participant is obliged to pay as a result of the taxable benefit. Costs for the program, impact on key figures and dilution The Board has conducted a preliminary cost calculation for the Performance Share Program 2026. The costs, which mainly consist of social security contributions based on the value of the shares, costs for bonus payments to cover the participant's costs under Performance Share Program 2026 and costs for external advisors, are preliminary estimated to amount to approximately SEK 2,638,000. The preliminary cost calculation assumes that the maximum number of shares that may be allotted under the Performance Share Program 2026 will correspond to a value of no more than approximately SEK 2,375,000. Assuming maximum allotment of shares under Performance Share Program 2026, whereby 50,284 shares are allotted to the participants, Performance Share Program 2026 entails a dilution of approximately 0.16 percent of the share capital and votes in the company. The highest number of warrants proposed to be issued under item 19(b) below corresponds to 130 percent of the number of shares that would have been allotted to the participants as of the date of the notice convening the general meeting, based on a market value of the company's share of SEK 61.39, corresponding to the volume-weighted average price of the company's share on Nasdaq Stockholm during a period of ten (10) trading days preceding 15 April 2026. The number of shares allotted to the participants under the program may be less than the maximum number of warrants set out in item 19(b), and may therefore result in a lower dilution. If participants leave the company during the Vesting Period, participants may lose all or part of their right to shares under Performance Share Program 2026, which are then intended to be acquired by Nelly and possibly withdrawn following a resolution on reduction of the share capital. Such withdrawal of shares would reduce the dilution. Design and handling Performance Share Program 2026 has been prepared by the Remuneration Committee in consultation with external advisors and has been resolved upon by the Board. The Board, or the person appointed by the Remuneration Committee, shall be responsible for the detailed design and handling of Performance Share Program 2026, including drafting of agreements between the company and the participants, within the specified conditions and guidelines. In connection therewith, the Board shall have the right to make adjustments to meet market conditions or to comply with applicable rules. Existing incentive programs Performance Share Program 2025 At the date of this proposal, there is currently one performance share program (" Performance Share Program 2025 "), adopted by the Annual General Meeting in the company on 23 May 2025. At the date of this proposal, there are seven (7) remaining participants in Performance Share Program 2025 who under Performance Share Program 2025 have the right to acquire no more than 54,319 warrants in total, which immediately shall be exercised for subscription of ordinary shares in Nelly. The right to subscribe for shares under Performance Share Program 2025 is conditional upon the fulfilment of a financial performance condition regarding increase in the company's EBIT margin during the financial year 2025. The Performance Condition shall be considered fulfilled if the company's EBIT margin for the financial year 2025, compared to the financial year 2024, has increased with at least 25 percent. Vesting of the shares is conditional on the participant continuing his or her employment with Nelly throughout the vesting period, which runs up to and including 13 June 2028. Shares not vested in accordance with the terms and conditions of Performance Share Program 2025 shall be transferred to Nelly free of charge in accordance with the provisions of an agreement entered into with the participants in Performance Share Program 2025. After the expiry of the vesting period, vested shares may be freely disposed by the participant. Share Program 2025 At the date of this proposal, there is currently one share program (" Share Program 2025 "), adopted by the Annual General Meeting in the company on 23 May 2025. At the date of this proposal, there are eight (8) remaining participants in Share Program 2025 who have acquired a total of 47,950 ordinary shares in Nelly under Share Program 2025. Vesting of the shares is conditional on the participant continuing his or her employment with Nelly throughout the vesting period, which runs up to and including 28 May 2028. No performance-based conditions for vesting of the shares are set out in the program. Shares not vested in accordance with the terms and conditions of Share Program 2025 shall be transferred to Nelly free of charge in accordance with the provisions of an agreement entered into with the participants in Share Program 2025. After the expiry of the vesting period, vested shares may be freely disposed by the participant. Share Program 2024 At the date of this proposal, there is currently one share program (" Share Program 2024 "), adopted by the Extraordinary General Meeting in the company on 12 December 2024. At the date of this proposal, there are two (2) remaining participants in Share Program 2024 who have acquired a total of 10,847 ordinary shares in Nelly under Share Program 2024. Vesting of the shares is conditional on the participant continuing his or her employment with Nelly throughout the vesting period, which runs up to and including 16 December 2027. No performance-based conditions for vesting of the shares are set out in the program. Shares not vested in accordance with the terms and conditions of Share Program 2024 shall be transferred to Nelly free of charge in accordance with the provisions of an agreement entered into with the participants in Share Program 2024. After the expiry of the vesting period, allotted shares may be freely disposed by the participant. PSP 2022 At the date of this proposal, there is currently one performance share plan (" PSP 2022 "), adopted by the Annual General Meeting 2022. At the date of this proposal, there is one (1) remaining participant in PSP 2022. Under PSP 2022, the participants have through a personal investment acquired ordinary shares in Nelly (" Savings Shares "). For each Savings Share, Nelly has, free of charge, allotted share rights entitling the participant to receive ordinary shares in Nelly free of charge (" Performance Shares ") provided that, and to the extent, the performance-based condition for the period 1 April 2022 - 31 March 2026 is being fulfilled. The right to finally receive Performance Shares is also conditional upon the participant having retained the Savings Shares and, subject to certain exemptions, continued his or her employment with Nelly throughout the vesting period ending after the disclosure of Nelly's interim report for the period January-March 2026. If the participant's employment is terminated during the period 1 April 2025 - 31 March 2026, the participant shall however be entitled to one quarter of the Performance Shares provided that, and to the extent, the performance-based condition is fulfilled at the time of termination of employment. The performance-based condition is based on the total shareholder return on the ordinary share (including any dividends reinvested) during March 2022 to be compared to March 2026. APPENDIX 5B Resolution on a directed issue of warrants (item 19(b)) In order to enable delivery of shares under Performance Share Program 2026, the Board proposes that the general meeting resolves on a directed issue of no more than 50,284 warrants of series 2026/2027 under the Performance Share Program 2026. The following terms shall apply to the issue: The right to subscribe for the warrants shall, with deviation from the shareholders' preferential right, be granted Nelly with the right and obligation to transfer the warrants to senior executives in the company in accordance with the proposal under item (c) below. The company shall not have the right to dispose of the warrants in any other way than as set out in the proposal under item (c) below. Oversubscription cannot take place. The reason for the deviation from the shareholders' preferential right is that the warrants shall be used within Performance Share Program 2026. The warrants shall be issued free of charge. Subscription of the warrants shall be made on a separate subscription list no later than 5 June 2026. The Board shall have the right to extend the subscription period. Each (1) warrant entitles to subscription of one (1) new ordinary share in the company. Subscription of new shares by virtue of the warrants may take place during the period from and including 1 April 2027 (however no earlier than the day after publication of the company's annual report for the financial year 2026) up to and including the date that falls 30 calendar days thereafter. Pursuant to the terms and conditions of the warrants, the period during which the warrants may be exercised may be extended if participants are prevented from exercising their warrants due to applicable rules on insider trading or equivalent. The subscription price per each new share subscribed for by virtue of the warrants shall be an amount corresponding to the quota value of the share. The new shares issued following exercise of the warrants shall entitle to dividend for the first time on the first record date for dividends that occurs closest after the subscription has been effected. Warrants held by the company which have not been transferred in accordance with item (c) below, may be cancelled by the company following a resolution by the Board. Cancellation shall be notified to the Swedish Companies Registration Office for registration. The complete terms and conditions for the warrants are set out in Appendix A . As set forth therein, the subscription price as well as the number of shares that each warrant entitles to subscription of may be subject to recalculation under certain circumstances. The company's share capital may, upon exercise of all 50,284 warrants of series 2026/2027, be increased by no more than SEK 50,284 (subject to any re-calculations in accordance with the complete terms and conditions of the warrants). The Board, or the person appointed by the Board, shall have the right to make minor adjustments to the above resolutions which may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB. APPENDIX A N.B. The English text is an in-house translation of the original Swedish text. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail. Villkor för teckningsoptioner av serie 2026/2027 i Nelly Group AB (publ) Terms and conditions for warrants of series 2026/2027 in Nelly Group AB (publ) § 1 Definitioner / Definitions I föreliggande villkor ska följande benämningar ha den innebörd som angivits nedan. In these terms and conditions, the following terms shall have the meanings stated below. "Aktie" stamaktie i Bolaget; "Share" an ordinary share in the Company; "Avstämningsbolag" bolag som har infört avstämningsförbehåll i bolagsordningen och anslutit sina aktier till Euroclear; "Central Securities Depository Company" a company whose articles of association contain an article stating that the company's shares must be registered in a central securities depository register and whose shares are registered through Euroclear; "Avstämningskonto" konto vid Euroclear för registrering av sådana finansiella instrument som anges i lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument; "Central Securities Depository Account" an account with Euroclear for registering such financial instruments as referred to in the Financial Instruments Accounting Act (1998:1479); "Bankdag" dag som i Sverige inte är söndag eller annan allmän helgdag eller som beträffande betalning av skuldebrev inte är likställd med allmän helgdag i Sverige; "Banking Day " any day in Sweden which is not a Sunday or other public holiday, or which, with respect to payment of notes, is not equated with a public holiday in Sweden; "Bolaget" Nelly Group AB (publ), org.nr 556035-6940; "Company" Nelly Group AB (publ), Reg. No. 556035-6940; "Euroclear" Euroclear Sweden AB; "Euroclear" Euroclear Sweden AB; "Innehavare" innehavare av Optionsrätt med rätt till Teckning av nya Aktier; "Holder" any person who is a holder of a Warrant entitling to Subscription for new Shares; "Marknadsplats" Nasdaq Stockholm eller annan liknande reglerad eller oreglerad marknad såsom Nasdaq First North Growth Market; "Marketplace" Nasdaq Stockholm or another equivalent regulated or non-regulated market, as Nasdaq First North Growth Market; "Optionsrätt" rätt att teckna Aktie mot kontant betalning; "Warrant" the right to subscribe for new Shares in exchange for payment in cash; "Teckning" teckning av Aktier som sker med stöd av Optionsrätt; och "Subscription" subscription for new Shares exercised through a Warrant; and "Teckningskurs" den kurs till vilken Teckning av ny Aktie kan ske. "Subscription Price" the price at which Subscription for new Shares may take place. § 2 Optionsrätter / Warrants Det sammanlagda antalet Optionsrätter uppgår till högst 50 284. The total number of Warrants shall be at the most 50,284. Bolaget kommer att föra en optionsbok/förteckning över Optionsrätterna. En Innehavare kan dock alltid hos Bolaget begära att Bolaget ska utfärda teckningsoptionsbevis avseende dennes Optionsrätter. The Company will keep a book over the Warrants. However, a Holder may at any time request that the Company shall issue a warrant certificate representing his or her Warrants. § 3 Rätt att teckna nya Aktier / Right to subscribe for new Shares Innehavaren ska ha rätt att under perioden från och med den 1 april 2027 (dock tidigast dagen efter avgivandet av bolagets årsredovisning för räkenskapsåret 2026) till och med den dag som infaller 30 kalenderdagar därefter, eller till och med den tidigare eller senare dag som kan följa av § 8 nedan, för varje Optionsrätt teckna en ny Aktie. Teckningskursen per Aktie ska vara ett belopp motsvarande Aktiens kvotvärde. Omräkning av Teckningskurs liksom av det antal nya Aktier som varje Optionsrätt berättigar till Teckning av, kan äga rum i de fall som framgår av § 8 nedan. Teckningskursen får dock aldrig understiga Aktiens kvotvärde. The Holder shall be entitled to subscribe for one new Share for each Warrant during the period commencing on 1 April 2027 (however no earlier than the day after publication of the company's annual report for the financial year 2026) up to and including the date that falls 30 calendar days thereafter, or up to and including such earlier or later date as may follow from section 8 below. The Subscription Price per Share shall be an amount corresponding to the quota value of the Share. The Subscription Price, as well as the number of new Shares to which each Warrant entitles the Holder to Subscribe, may be recalculated in the cases set forth in section 8 below. The Subscription Price may, however, not be less than the quota value of the Share. Är någon Innehavare förhindrad att teckna Aktier under den period som anges i denna punkt 3 på grund av bestämmelser i marknadsmissbruksförordning (596/2014/EU), lag (2016:1307) om straff för marknadsmissbruk på värdepappersmarknaden, lag (2016:1306) med kompletterande bestämmelser till EU:s marknadsmissbruksförordning eller annan på Bolaget tillämplig insiderlagstiftning ska teckningsperioden i denna punkt 3 på motsvarande sätt automatiskt förlängas. If any Holder is prohibited from Subscription during the period set out in this Section 3 due to regulations under the Regulation (EU) No 596/2014 on market abuse, the Swedish Securities Market Abuse Penal Act (Sw. lagen (2016:1307) om straff för marknadsmissbruk på värdepappersmarknaden), the Swedish Act with Supplementary Provisions to the European Union's Market Abuse Regulation (Sw. lagen (2016:1306) med kompletterande bestämmelser till EU:s marknadsmissbruksförordning) or other insider legislation applicable in respect of the Company, the subscription period set out in this Section 3 shall correspondingly automatically be prolonged. Bolaget ska vara skyldigt att om Innehavare så påkallar under ovan angiven tid, emittera det antal Aktier som avses med anmälan om Teckning. Upon demand by a Holder during the period stated above, the Company shall be obliged to issue the number of Shares to which an application for Subscription relates. § 4 Teckning av Aktier / Subscription of Shares Teckning sker genom skriftlig anmälan på teckningslista till Bolaget varvid antalet Optionsrätter som utnyttjas ska anges. The Warrants may be exercised through a written application for Subscription to the Company, stating the number of Warrants which are to be exercised. Om teckningsoptionsbevis har utfärdats för de Optionsrätter som utnyttjas, ska Innehavaren vidare inlämna detta/dessa till Bolaget vid Teckning. If warrant certificates have been issued for the Warrants which are to be exercised, the Holder shall also submit such warrant certificate(s) to the Company upon Subscription. § 5 Betalning / Payment Vid Teckning ska betalning samtidigt erläggas kontant för det antal Aktier som Teckningen avser. Den del av Teckningskursen som vid Teckning av Aktier med stöd av Optionsrätterna överstiger kvotvärdet ska tillföras den fria överkursfonden. Simultaneously with the Subscription, payment in cash shall be made for the number of Shares to which the Subscription relates. In connection with Subscription of the Shares exercised through a Warrant, the part of the Subscription Price that exceeds the quotient value shall be added to the non-restricted share premium reserve. § 6 Införande i aktiebok m.m. / Entry in the share register, etc. Teckning och tilldelning verkställs genom att de nya Aktierna interimistiskt registreras på Avstämningskonto genom Bolagets försorg. Sedan registrering hos Bolagsverket ägt rum, blir registreringen på Avstämningskonto slutgiltig. Som framgår av § 8 nedan, senareläggs i vissa fall tidpunkten för sådan slutgiltig registrering på Avstämningskonto. Subscription shall be effected through the Company ensuring the interim registration of the new Shares on a Central Securities Depository Account. Following registration at the Swedish Companies Registration Office, the registration on a Central Securities Depository Account shall become final. As stated in section 8 below, in certain cases the date of such final registration on a Central Securities Depository Account may be postponed. § 7 Rätt till vinstutdelning / Entitlement to dividends Aktie som tillkommit på grund av Teckning medför rätt till vinstutdelning första gången på den avstämningsdag för utdelning som infaller närmast efter det att Teckning verkställts. Shares which are newly issued following Subscription shall carry an entitlement to participate in dividends for the first time on the next record date for dividends which occurs after Subscription is effected. § 8 Omräkning av Teckningskurs m.m. / Recalculation of Subscription Price, etc. Genomför Bolaget någon av nedan angivna åtgärder gäller, beträffande den rätt som tillkommer Innehavare, vad som följer enligt nedan. In the following situations, the following shall apply with respect to the rights which shall vest in Holders. Inte i något fall ska dock omräkning enligt bestämmelserna i denna § 8 kunna leda till att Teckningskursen understiger kvotvärdet på Bolagets Aktier. Recalculation according to the provisions in this section 8 shall under no circumstances cause the Subscription Price to be less than the quotient value of the Company's Shares. Fondemission / Bonus issue Genomför Bolaget en fondemission ska Teckning - där Teckning görs på sådan tid, att den inte kan verkställas senast tre veckor före bolagsstämma, som beslutar om emissionen - verkställas först sedan stämman beslutat om denna. Aktier, som tillkommit på grund av Teckning verkställd efter emissionsbeslutet, registreras interimistiskt på Avstämningskonto, vilket innebär att de inte har rätt att delta i emissionen. Slutlig registrering på Avstämningskonto sker först efter avstämningsdagen för emissionen. In the event the Company carries out a bonus issue, where Subscription is made in such time that it cannot be effected by no later than three weeks prior to the general meeting at which a bonus issue resolution is to be adopted, Subscription may be effected only after such a general meeting has adopted a resolution thereon. Shares which vest as a consequence of Subscription effected following the bonus issue resolution shall be the subject of interim registration on a Central Securities Depository Account, and accordingly shall not be entitled to participate in the bonus issue. Final registration on a Central Securities Depository Account shall take place only after the record date for the bonus issue. Om Bolaget inte är Avstämningsbolag vid tiden för bolagsstämmans beslut om emission, ska Aktier som tillkommit på grund av Teckning som verkställts genom att de nya Aktierna tagits upp i aktieboken som interimsaktier vid tidpunkten för bolagsstämmans beslut ha rätt att delta i emissionen. In the event the Company is not a Central Securities Depository Company at the time a new issue resolution is adopted by the general meeting, Shares which vest as a consequence of Subscription effected through the new Shares being entered in the Company's share register as interim shares on the date of the general meeting's resolution, shall be entitled to participate in the new issue. Vid Teckning som verkställs efter beslutet om fondemission tillämpas en omräknad Teckningskurs liksom en omräkning av det antal Aktier som varje Optionsrätt berättigar till Teckning av. In the case of Subscription which is effected following a bonus issue resolution, a recalculated Subscription Price shall be applied, as well as a recalculation of the number of Shares to which each Warrant provides an entitlement to Subscribe. Omräkningarna utförs av Bolaget enligt följande formel: The recalculations shall be made by the Company based on the following formulae: omräknad = föregående Teckningskurs x antalet Aktier före fondemissionen Teckningskurs antalet Aktier efter fondemissionen recalculated Subscription Price = previous Subscription Price x number of Shares prior to the bonus issue number of Shares after the bonus issue omräknat antal Aktier = föregående antal Aktier, som varje Optionsrätt ger rätt att som varje Optionsrätt teckna x antalet Aktier efter fondemissionen ger rätt att teckna antalet Aktier före fondemissionen recalculated number of = previous number of Shares to which each Warrant provides an Shares to which each Warrant provides an entitlement to subscribe x the number of Shares after the bonus issue entitlement to subscribe number of Shares prior to the bonus issue Enligt ovan omräknad Teckningskurs och omräknat antal Aktier fastställs snarast möjligt efter bolagsstämmans beslut om fondemission men tillämpas i förekommande fall först efter avstämningsdagen för emissionen. A recalculated Subscription Price and recalculated number of Shares in accordance with the provisions above shall be determined as soon as possible after the general meeting has adopted a bonus issue resolution but, where applicable, shall be applied only after the record date for the bonus issue. Sammanläggning eller uppdelning (split) / Reverse share split or share split Vid sammanläggning eller uppdelning (split) av Bolagets befintliga Aktier har bestämmelserna i punkt A motsvarande tillämpning, varvid i förekommande fall som avstämningsdag ska anses den dag då sammanläggning respektive uppdelning, på Bolagets begäran, sker hos Euroclear. In the case of a reverse share split or share split of the Company's existing Shares, the provisions in subsection A shall apply mutatis mutandis whereupon, where appropriate, the record date shall be deemed to be the day on which a reverse share split or share split takes place at Euroclear, upon request by the Company. Nyemission av Aktier / New issue of Shares Vid nyemission med företrädesrätt för aktieägarna att teckna nya Aktier mot kontant betalning eller mot betalning genom kvittning ska följande gälla beträffande rätten att delta i emissionen på grund av Aktie som tillkommit på grund av Teckning med utnyttjande av Optionsrätt: In the case of a new issue with pre-emption rights for the shareholders to subscribe for new Shares in exchange for cash payment or payment by way of set-off, the following shall apply with respect to the right to participate in the new issue by virtue of Shares which have vested as a consequence of Subscription through the exercise of Warrants: Beslutas emissionen av Bolagets styrelse under förutsättning av bolagsstämmans godkännande eller med stöd av bolagsstämmans bemyndigande, ska i emissionsbeslutet och, i förekommande fall, i underrättelsen enligt 13 kap 12 § aktiebolagslagen till aktieägarna, anges den senaste dag då Teckning ska vara verkställd för att Aktie, som tillkommit genom Teckning, ska medföra rätt att delta i emissionen. Where a new issue resolution is adopted by the Company's board of directors subject to approval by the general meeting or pursuant to authorisation granted by the general meeting, the resolution, and where applicable, the notification to the shareholders in accordance with Chapter 13 Section 12 of the Companies Act, shall state the date by which Subscription must be effected in order that Shares which vest as a consequence of Subscription shall carry an entitlement to participate in the new issue. Beslutas emissionen av bolagsstämman, ska Teckning - där anmälan om Teckning görs på sådan tid, att Teckningen inte kan verkställas senast tre veckor före den bolagsstämma som beslutar om emissionen - verkställas först sedan Bolaget verkställt omräkning. Aktie, som tillkommit på grund av sådan Teckning, upptas interimistiskt på Avstämningskonto, vilket innebär att de inte har rätt att delta i emissionen. Slutlig registrering på Avstämningskonto sker först efter avstämningsdagen för emissionen. Where the general meeting adopts a new issue resolution, in the event an application for Subscription is made at such a time that the Subscription cannot be effected no later than three weeks prior to the general meeting which adopts the new issue resolution, Subscription shall only be effected after the Company has carried out recalculations. Shares which vest as a consequence of such Subscription shall be the subject of interim registration on a Central Securities Depository Account, and consequently shall not be entitled to participate in the new issue. Final registration on a Central Securities Depository Account shall take place only after the record date for the issue.

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