NOTE : Corporate Governance Report 2024

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NOTE's overall governance Introduction The regulatory structure for governing and controlling NOTE primarily consists of the Swedish Companies Act, applicable provisions for listed companies, the Swedish Code of Corporate Governance (the Code), International Financial Reporting Standards (IFRS), as well as internal guidelines. NOTE is listed on Nasdaq Stockholm, and accordingly, is subject to its Rules for Issuers. Departures from the Code The Code's rule 1.3 states that the Chairman of the Board, and as many of the other Board members should attend shareholders' meetings so the meeting is quorate. Board members Johan Hagberg and Egil Dahl attended NOTE's Extraordinary General Meeting(EGM) in January 2024. NOTE's Chairman Anna Belfrage did not attend, and nor was the Board quorate in terms of the number of Board members attending. Accordingly, this is a departure from the stated rule of the Code. Because the matters considered at the EGM involved the election of another member of NOTE's Board, and this new member and another member attended the Meeting, it was considered justified for this point to be a departure from the Code. Articles of Association The Articles of Association are approved by the Annual General Meeting (AGM) and include a number of mandatory duties of a more fundamental nature in accordance with applicable legislation. They include stipulating that the Board of Directors should consist of a minimum of three and a maximum of ten ordinary members. Resolutions on amending the Articles of Association may be passed by Annual or Extraordinary General Meetings. Shareholders At the end of 2024, NOTE had one shareholder, Johan Hagberg, representing more than 10% of the shares of the company. Johan Hagberg represented 19.0 %. For more information on the share and shareholders, see the NOTE share on pages 26-27. Shareholders' meetings Shareholders' meetings are the company's chief decision-making body, where shareholders exercise their voting rights. All shareholders recorded in the share register on the record date, and that have duly notified the company of their participation, are entitled to participate in the Meeting and vote for their total holdings of shares, personally or by proxy. Each share corresponds to one vote. Individual shareholders that wish to have a matter considered at the Meeting can request this with NOTE's Board of Directors at the address published on the company's website, in good time prior to the Meeting. Resolutions of the Meeting are published after the Meeting in a press release and the minutes of the Meeting are published on the website. NOTE's AGM will be held in Stockholm, Sweden. The AGM should be held within six months of the end of the financial year. The AGM considers matters relating to items including dividend to shareholders, adopting the Income Statement and Balance Sheet, discharging the Board members and CEO from liability, electing Board members, the Chairman of the Board and Auditors, and approving the guidelines for remunerating senior management and fees for the Board of Directors and Auditors. Corporate Governance Report Nomination Committee members for the AGM 2024 Johan Hagberg, personal holdings 19.00 Yes No Mattias Andersson, Vevlen Gârd 5.95 Yes Yes David Zaudy, Cervantes Capital 5.01 Yes Yes Fredrik Hagberg, personal holdings and Myggenas 3.40 Yes Yes Gârd Extraordinary General Meeting 2024 NOTE held an EGM at Sveavagen 63 in Stockholm, Sweden, on 29 January 2024. Shareholders representing a total of 35.02% of the capital and votes attended the Meeting. In accordance with the Nomination Committee proposal, the Meeting resolved to elect Egil Dahl as a Board member until the next AGM. Annual General Meeting 2024 NOTE's AGM was held on 18 April 2024 at Sveavagen 63 in Stockholm, Sweden. Shareholders jointly representing 43.84% of the capital and votes attended the Meeting. The Meeting resolved on matters including re-electing Anna Belfrage, Johan Hagberg, Egil Dahl, Bahare Mackinovski and Charlotte Stjerngren as Board members for the period until the next AGM is held. Anna Belfrage was elected Chairman. The AGM also approved fees in accordance with the Nomination Committee's proposal. The Meeting approved the Board of Directors' proposal to not pay a dividend to shareholders for the financial year 2023. The Meeting also authorised the Board to decide on purchasing and transferring treasury shares, and on new share issues. These authorisations apply until the next AGM. Nomination Committee The AGM resolves on how the Nomination Committee is appointed. The Nomination Committee's work for the AGM 2024 complied with previously approved instructions. The duty of the Nomination Committee is to consult on, and submit proposals to, the AGM regarding: -+ Election of a Chairman of the Meeting. -+ Election of the Chairman of the Board and Board members. -+ Directors' fees for the Chairman, other Board members and remuneration for Committee work. -+ Election and remuneration of the external Auditor. -+ Resolution on principles of composition of the Nomination Committee for the next AGM. As part of its work, for the AGM 2025, the Nomination Committee has considered the appraisal of the work of the Board in the year. Proposals for new Board members have been prepared, which also consider NOTE's Diversity policy. The Nomination Committee's proposed Board members, Directors' fees and election of Auditors will be presented in the convening notice for the AGM. A report on the work of the Nomination Committee will be presented at the AGM 2025. No special remuneration was paid to the members of the Nomination Committee. Diversity policy NOTE's Diversity policy is adopted by the Board of Directors. The Chairman of the Board is responsible for communicating the policy to the Nomination Committee, which applies it for ap- pointing Board members. The overall purpose is to identify Board members with appropriate skills and experience to manage NOTE's strategy responsibly and successfully. Diversity in terms of age, gender, geographical orgin, education and professional background are also considered. No Board member should be subject to discrimination based on ethic background, religion, physical or psychological disability, age, gender, sexual orientation or for any other reason. Board of Directors The duty of the Board of Directors is to manage the company's affairs on behalf of the shareholders. The Board of Directors judges the group's financial situation on an ongoing basis, determines budgets and annual financial statements. How NOTE can develop its sustainability work is the subject of continuous discussion. The Board of Directors is also responsible for formulating and monitoring the company's strategies through plans and objectives, decisions on acquisitions and divestments of operations, major investments, appointments and remuneration of the CEO and senior executives, as well as ongoing monitoring of opera tions in the year. 29 Corporate Governance Report Board of Directors 2024 - Attendance statistics Anna Belfrage Chairman 10/10 3/3 3/3 Egil Dahl Board member, elected in January 2024 9/9 Johan Hagberg Board member 10/10 3/3 Bahare Mackinovski Board member 9/10 3/3 Charlotte Stjerngren Board member 10/10 3/3 Jorgen Blomberg Employee representative, member, resigned in December 2024 9/9 Malcolm Hardie Employee representativet, member, elected in August 2024 3/3 Christoffer Skogh Employee representatives member, resigned in Augusti 2024 3/7 Each year, the Board of Directors adopts documentation including its Approvals List, Finance Policy, Code of Conduct, Instructions for Financial Reporting and Rules of Procedure for the Board of Directors, which formalise the segregation of duties between the Board of Directors and CE0 alongside the Instructions for the CE0. The Chairman of the Board leads the Board of Directors' work and ensures that it is conducted in accordance with the Swedish Companies Act, applicable regulations for listed companies, including the Code and other laws and ordinances. The Chairman is also responsible for maintaining ongoing contact with group management, and for ensuring that the Board's decisions are implemented appropriately. The Chairman is also responsible for the yearly evaluation of the work of the Board, which is conducted through a survey provided to all Board members. The results are compiled and discussed by the Board. The Chairman is also responsible for providing the Nomination Committee with access to this evaluation. The Board has five members elected by shareholders' meetings. There are also two employee representatives. The Board of Directors has an all-round composition of sector knowledge and competence from Board work and management of listed companies as well as finance, accounting, structural change and sales, and strategic sourcing. For further information about the board, see pages 36-37 The work of the Board in 2024 Each scheduled Board meeting conducts a review of operations, results of operations and financial position of the group and outlook for the remainder of the year. In addition, the Board takes a standpoint on overall issues such as the company's strategy, sales and marketing, financing, budget and long-term operational planning. The Board of Directors endeavours for NOTE to be an employer where all staff get an equal opportunity to work and develop. Employees' specific competences should also be valued, regardless of gender, ethnicity, sexual orientation, disability, age or social background. 30 The Board of Directors encourages the integration of equal opportunities and diversity into all aspects of operations. The Board of Directors held ten meetings where minutes were taken in the year. Employees of the company participated in Board meetings to present reports. The company's Auditor attended one Board meeting in the year. The company's CFO served as secretary. Audlt Committee The members of the Audit Committee are appointed at the Board meeting following election for one year at a time. The main duty of the Audit Committee is to consult on matters for the Board of Directors' decision. The Audit Committee is not authorised to reach decisions independently. Reporting to the Board on issues considered at Audit Committee meetings is either in writing or orally at the following Board meeting. In the year, the members of the Audit Committee were Anna Belfrage and Charlotte Stjerngren. The duties of the Audit Committee are to: -+ Work on quality-assuring financial reporting. -+ Monitor transition to the new Corporate Sustainability Reporting Directive (CSRD) and quality-assuring sustainability reporting. Discuss the audit and the view of the company's risks with the Auditor. Follow up on external Auditors' reviews and appraise their work. Set guidelines for services in addition to auditing that the company may purchase from the Auditor. Support the Nomination Committee in preparing proposals for Auditors and their remuneration. Ensure that the company has systems for internal control. The Audit Committee maintains close and regular collaboration with the group's finance function on internal and external reporting of financial information. There is also a well-developed collaboration on matters of internal control, selection and appraisal of auditing policies and models. In the financial year 2024, the Audit Committee monitored compliance with adopted guidelines. The Audit Committee held three meetings with the company's Auditors, to discuss audit issues, CSRD and internal controls. The Auditors' written reports were distributed to the Board of Directors after review and comment from the company. The following main issues were considered: -+ Following up on the Auditor's reporting on the financial statement and ongoing reviews. 4 Appraisal of the Auditor's actions in the year. -+ Following up on the internal audit function's review in the year. The focus was on valuations of inventories, accounts receivable-trade and goodwill, and auditing foreign subsidiaries. Remuneration Committee The members of the Remuneration Committee are appointed at the Board meeting following election for one year at a time. In 2024, the Remuneration Committee members were Anna Belfrage, Johan Hagberg and Bahare Mackinovski. The duties of the Remuneration Committee are to: 4 Consult on matters regarding remuneration principles, remuneration and other employment terms for group management. -+ Monitor and evaluate programmes for performance-related pay for group management, subsidiary Presidents and other key individuals. -+ Monitor and evaluate application of the guidelines for remuneration to senior management that the AGM has resolved on and applicable remuneration models and remuneration levels in the company. In the financial year, the Remuneration Committee discussed remuneration issues and monitored compliance with adopted guidelines. The following main issues were considered: 4 Evaluation and approval of remuneration models for group management. -+ Specifying the profitability-based, variable remuneration programme for group management, subsidiary Presidents and other key individuals, which ran during 2024. After an evaluation, the Remuneration Committee concluded that: -+ NOTE is following the guidelines for remunerating senior executives that the AGM 2024 approved. -+ Applicable remuneration models and levels are reasonable against the background of the company's operations. -+ Compensation from the profitability-based, variable remuneration programme that ran during 2024 for group management, subsidiary Presidents and other key individuals amounted to SEK 4.0 million excluding social security contributions. Guidelines for remuneration and other benefits for senior executlves For information on these guidelines, refer to the formal annual accounts on pages 41-42. For information on remuneration and other benefits, see note 7, Employees, personnel expenses and remuneration to senior executives, on page 58. Auditors The AGM appoints the Auditors. The Auditors review the company's annual accounts, consolidated accounts and accounting records, and the administration by the Board of Directors and CE0. The Auditor in Charge also presents an Audit Report to the AGM. The AGM 2024 elected Ohrlings PricewaterhouseCoopers AB as audit firm, with Andreas Skogh as Auditor in Charge until the AGM 2025. The group's operational governance CE0 NOTE's CE0 leads operating activities. This responsibility covers accounting issues, sustainability issues, monitoring the group's strategies and business performance and ensuring that the Board of Directors receives the necessary information to be able to take well-founded decisions. The CE0 reports to the Board of Directors, informing them of how operations are progressing based on the decisions they have taken. Written instructions define the segregation of duties between the Board of Directors and the CEO. For further information regarding the CEO, see page 34. Group management NOTE's group management is responsible for various parts of operations. This responsibility includes the preparation and execution of the group's overall strategies. During the financial year, group management held regular meetings to review results of operations, the conditions of operations, sustainability issues, and strategic and operational issues. For further information regarding the group management, see pages 34-35. Corporate Governance Report Governance of sUbsidlaries' operations Subsidiaries' operations are followed up monthly on the basis of a number of operational targets, financial targets and key indicators. Governance of sustainability issues NOTE should comply with applicable laws and ordinances, respect human rights and conduct itself responsibly. NOTE's business is managed with high integrity and the clear ambition of being a responsible enterprise, ethically and legally, in all parts of its value chain. NOTE's corporate governance structure ensures a systematic approach to sustainability and the company's responsibilities in climate and the environment, human rights, labour and business ethics. Its management strategy is formulated from the UN Global Compact's Ten Principles and reflected in the company's control documents like policies, targets and monitoring KPIs. The Board of Directors bears ultimate responsibility for NOTE's sustainability worK. The company's yearly Sustainability Report is discussed within and approved by the Board of Directors. Group management is accountable for the company's strategy and developing its daily business. The CEO leads operating activities, a responsibility that includes accounting issues, sustainability issues, following up on the group's strategies and business development, and ensuring that the Board of Directors receives the information necessary to take well-founded decisions. Group management reviews guidelines, policies and sets targets. It is accountable for compliance with laws and NOTE's Code of Conduct, and executing initiatives that ensure targets are achieved where necessary, group management conduct risk assessments, discusses ethical issues, and execute relevant actions and reviews. Individual plants, managed by their Managing Directors, are responsible for implementing and complying with applicable laws, policies and other regulations in their daily business. They report KPIs and performance in sustainability regularly. NOTE set its sustainability targets at its Capital Markets Day 2021, which it is still working towards. Internal controls and risk management Control environment The segregation of roles and duties between the Board of Directors and CE0 is determined annually at the Board meeting following election, via the rules of procedure for the Board of Directors and CE0 and instructions for financial reporting. Ongoing work to maintain effective internal controls has been delegated to, and is mainly managed by, the CE0 and the group's finance function. NOTE also works in close collaboration with its Auditors. The fundamental guidelines for internal control are managed via policies, instructions and similar governance documents. The content of these documents is updated and evaluated where necessary. The Board of Directors is responsible for key governance documents, and the group's finance function is responsible for other documents. NOTE has also developed an internal reporting package for financial information, which is monitored monthly within the group. Risk assessment Through its operations, NOTE is exposed to a number of operational and financial risks. NOTE's finance policy states the limits within which financial risks should be managed. The finance policy is updated annually and adopted by the Board of Directors. NOTE also has a procedure for formalising management of the biggest risks in operations. These risks are evaluated from a matrix of probability and degree of financial impact. Existing control measures for the biggest risks in this matrix have been documented and additional controls introduced where required. Guidelines and limits relating to risk assessments are updated regularly. For more information on risks, see the Report of the Directors on pages 43-45, and note 24, Financial risks and finance policy on pages 65-66. Monitoring control activities The monitoring of NOTE's units is in continuous development. The units' financial and operational progress is followed closely in various forums. Matters that are addressed include financial key ratios and monitoring of goal-oriented activities relating to quality, cost, delivery, sustainability and growth. The need for an internal audit function is evaluated yearly. Considering the group's size and scope, the Board of Directors considers that NOTE does not need a separate internal audit function. The practical management of internal controls is conducted by NOTE's finance function. 32

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