Notice convening the annual general meeting of Nobia AB (Publ)

Nominee shares

In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation at the Annual General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date April 17, 2025. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than April 23, 2025 will be taken into account in the presentation of the share register.

Notice of attendance

Notification of attendance at the Annual General Meeting may be made:

• By e-mail: GeneralMeetingService@euroclear.com
• By telephone: +46 8-402 91 33
• By post: Nobia AB, ”Annual General Meeting”, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden
• Through Euroclear’s website: https://anmalan.vpc.se/EuroclearProxy

The notification shall state the shareholder’s:

• Name or business name
• Personal identity number/Corporate Registration Number
• Address and telephone number
• Shareholding
• When applicable, information about any assistants (not more than two assistants) and information on any proxies which may accompany the shareholder to the Meeting

Shareholders represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document (“certificate”) for the legal entity shall be appended. The power of attorney and certificate may not be more than one year old. However, the validity of the power of attorney may be a maximum of five years from the date of issue, if specifically stated. The power of attorney in original and, where applicable, the certificate, should be sent by post to the Company at the address stated above well in advance of the Annual General Meeting. Proxy forms are available at Nobia’s website, https://www.nobia.com/about-us/corporate-governance/shareholders-meeting/, and will be sent to shareholders who so request and inform the Company of their address.

Shareholders’ right to request information

Shareholders are reminded of their right to, at the Annual General Meeting, request information from the Board of Directors and the President pursuant to Chapter 7, Section 32 of the Swedish Companies Act.

Number of shares and votes

Nobia has a total of 675,051,921 shares and votes. Nobia currently holds 2,040,637 treasury shares, corresponding to 2,040,637 votes, which cannot be represented at the Meeting.

Proposed agenda

1. Opening of the Meeting;
2. Election of Chairman of the Annual General Meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons to verify the minutes;
6. Determination as to whether the Meeting has been duly convened;
7. Speech by the President and statement by the Chairman of the Board of Directors;
8. Presentation of the annual accounts and the audit report, and the consolidated accounts and the audit report on the consolidated accounts;
9. Resolution regarding the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
10. Resolution regarding appropriation of the Company’s profit according to the adopted balance sheet;
11. Resolution regarding the discharge from liability for the members of the Board of Directors and the President for 2024;
12. Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors;
13. Determination of fees to the Board of Directors;
14. Election of the members of the Board of Directors;
15. Election of the Chairman of the Board of Directors;
16. Election of, and fees to, the Auditors;
17. Election of members of the Nomination Committee and election of the Chairman of the Nomination Committee;
18. Approval of the remuneration report;
19. Proposal regarding remuneration guidelines and other employment terms for senior executives;
20. Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares;
21. Proposal regarding authorisation for the Board of Directors to resolve on new issues;
22. Closing of the Meeting.

Election of Chairman of the Annual General Meeting (item 2)

The Nomination Committee proposes that Johan Thiman, White & Case (or, in the event of he being prevented from attending, the person appointed by the Nomination Committee instead) be appointed Chairman at the 2025 Annual General Meeting.

Resolution regarding the appropriation of the Company’s profit according to the adopted balance sheet (item 10)

The Board of Directors proposes that no dividend is to be distributed for the financial year 2024, and that the funds available to the Company is carried forward.

Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors (item 12)

The Nomination Committee proposes that the Annual General Meeting shall elect seven (7) ordinary members without deputies.

The Nomination Committee proposes that the number of auditors shall be a registered audit firm, without any deputy auditors.

Determination of fees to the Board of Directors (item 13)

The Nomination Committee proposes that Board fees be paid in a total amount of SEK 3,883,000, which is an increase of SEK 959,000 due to the fact that the Nomination Committee proposes that the Board shall consist of seven members (previously five). The Board fee is proposed to be distributed with SEK 1,273,000 to the Chairman of the Board, i.e. an increase of SEK 37,000, and SEK 435,000 to each of the other Board members elected by the Annual General Meeting, i.e. an increase of SEK 13,000.

In addition to the above proposed fees, for each physical Board meeting held in the Nordic region, a meeting fee of SEK 21,000 shall be paid to each member living in Europe but outside the Nordic region, i.e. an increase of SEK 1,000. The proposal is motivated by the time spent traveling for Board members living outside the Nordic region.

The Nomination Committee proposes that special fees be paid to the Board members appointed by the Board to form the Board's Audit Committee, of SEK 159,100 each to the Chairman, i.e. an increase of SEK 4,600, and SEK 132,300 to each member, i.e. an increase of SEK 3,800.

The Nomination Committee further proposes that special fees shall be paid to the members of the Board of Directors appointed by the Board of Directors to constitute the Board's Remuneration Committee, of SEK 79,000 each to the Chairman, i.e. an increase of SEK 2,000, and SEK 52,000 to each member, i.e. an increase of SEK 1,000.

The Nomination Committee has been informed that the Board intends to establish a Supply Chain Committee and proposes that a special fee of SEK 125,000 be paid to the Board member appointed by the Board to constitute the Board's Supply Chain Committee.

Election of the members of the Board of Directors (item 14)

The Nomination Committee proposes re-election of members Marlene Forsell (member since 2019), Carsten Rasmusson (member since 2020), Fredrik Ahlin (member since 2023) and Tony Buffin (member since 2022 and Chairman of the Board since 2024) as well as new election of Jimmy Renström, Catarina Fagerholm and Andréas Elgaard.

Nora Larssen has declined re-election.

Information about members of the Board of Directors who are proposed for re-election is available at the Company’s website https://www.nobia.com/about-us/board-of-directors and information about member of the Board of Directors proposed for new election is set out below.

Jimmy Renström

Year of birth: 1983

Principal education and professional experience: M.Sc. Business and Economics, Stockholm School of Economics.
Senior positions within Scania such as CEO, Scania China and CFO, Scania India.

Other significant professional assignments: CFO, Nordstjernan. Board member of Rosti Group AB.

Shareholding in the Company: None.

Catarina Fagerholm

Year of birth: 1963

Principal education and professional experience: M.Sc. Economics, Hanken School of Economics. Previous positions as CEO of Instru Optiikka Oy 2007-2018, CEO of Finland and member of the management team at Bosch and Siemens Household Appliances Northern Europe 1998-2006.
Country Manager for AEG in Finland and Brand Director for AEG in Russia at Electrolux Group 1996-1998.

Other significant professional assignments: Board assignments in Attendo AB, Eduviva AB, Byggmax AB, CapMan Oyj.

Shareholding in the Company: 50,000 shares.

Andréas Elgaard

Year of birth: 1972

Principal education and professional experience: Master of Science, Lunds Institute of Technology.
CEO of ITAB Shop Concept AB (publ), senior positions within IKEA (including the position as Global Business Area Manager Kitchen & Dining), Market Director for Ballingslöv in the Nordic Region,
and senior roles within Saint-Gobain Isover, Icopal and Sperian.

Other significant professional assignments: Board member of Byggmax AB (publ) since 2021 and Munksjö Paper AB 2022-2025 (the latter assignment ends in connection with the Annual General Meeting).

Shareholding in the Company: None.

Election of the Chairman of the Board of Directors (item 15)

The Nomination Committee proposes re-election of Tony Buffin as Chairman of the Board.

Election of, and fees to, the Auditors (item 16)

The Nomination Committee proposes that the number of auditors shall be one registered audit firm, without any deputy auditors.

The Nomination Committee proposes re-election of the auditing firm Öhrlings PricewaterhouseCoopers AB (“PwC”) as auditor for the period until the end of the next Annual General Meeting.

Provided that the Annual General Meeting approves the Nomination Committee's proposal, PwC has informed the Nomination Committee and the Company that the authorised public accountant Anna Rosendal will be appointed as auditor in charge.

The Nomination Committee proposes that the auditor’s fee be paid in according to approved invoices.

The proposal is in accordance with the Audit Committee’s recommendation.

Election of members of the Nomination Committee and election of the Chairman of the Nomination Committee (item 17)

The Company’s major shareholders has informed the Nomination Committee that they intend to propose that the Annual General Meeting elects Peter Hofvenstam (nominated by Nordstjernan), Ricard Wennerklint (nominated by IF Skadeförsäkring AB), Lovisa Runge (nominated by the Fourth Swedish National Pension Fund) and Erik Durhan (nominated by Lannebo kapitalförvaltning) as members of the Nomination Committee, with Peter Hofvenstam as Chairman of the Nomination Committee. The owners proposed to be represented on the Nomination Committee hold approximately 49.57 per cent of the shares and 49.57 per cent of the votes in the Company.

Approval of the remuneration report (item 18)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53a of the Swedish Companies Act.

Proposal regarding remuneration guidelines and other employment terms for senior executives (item 19)

The Board of Directors proposes that the Annual General Meeting resolves on guidelines for remuneration and other terms of employment for the senior executives as follows.

The remuneration guidelines cover total remuneration for the President and other senior executives. After the Annual General Meeting 2025 has resolved on the guidelines, the guidelines are to be applied on remuneration agreed and changes to already agreed remuneration. The guidelines do not cover remuneration decided by Annual General Meeting.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

The purpose of the guidelines is to provide a structure that adapts the remuneration to the company’s strategy, long-term objectives, and sustainability. Nobia's intention is that the remuneration to senior executives in the future also should be linked to the fulfillment of set sustainability goals. Nobia’s value creating strategy consist of three central components:

• Focus on profitable growth
• Increasing efficiency
• Long-term value creation through continuous sustainability efforts

The company’s strategy prerequisites that Nobia can continue to attract, motivate, and retain key employees within the Group. The guidelines must therefore enable appropriate and competitive remuneration to senior executives.

Decision-making process for determination, review and execution of the guidelines

The Board of Directors has established a Remuneration Committee consisting of two members from the Board of Directors, appointed by the Annual General Meeting. The Committee’s task is, inter alia, to prepare proposals to the Board of Directors relating to the remuneration for senior executives. The Board of Directors shall prepare proposals for new remuneration guidelines if material changes are needed or at least every fourth year and present the guidelines for the General Meeting to resolve upon. These guidelines are to be applicable from the time of the General Meeting’s approval of them, until new guidelines have been resolved (and four years at most). The Remuneration Committee may seek approval of new guidelines at an earlier point in time if circumstances affecting the purpose of the guidelines arise.

The Remuneration Committee shall also follow-up and evaluate programs for variable remuneration to senior executives, the application of the remuneration guidelines and current remuneration structures and levels in Nobia. The Remuneration Committee’s members are independent in relation to the company and the Group Management.

Taking into account salary and employment terms for employees

In the Remuneration Committee’s preparation of the Board of Directors proposal for remuneration guidelines and on the employees total remuneration, the components of the remuneration and the increase of remuneration as well as growth rate over time has been considered as part of the Remuneration Committee and the Board of Directors basis for decision when preparing and evaluating the appropriateness of the guidelines and the limitations they impose. Trends on the gap between the remuneration for the President and the remuneration for other employees is to be disclosed in the yearly remuneration report.

Forms of remuneration

The remuneration shall be at market level and consist of the following components:

• Fixed cash salary
• Variable cash salary
• Pension benefits
• Other benefits

The General Meeting can in addition to that – and independent of the remuneration guidelines – decide on, for example, share- and share price related remuneration.

Fixed cash salary

Remuneration should be based on the executive’s scope of responsibility, experience and performance. The fixed cash salary is to be reviewed annually to ensure salary is aligned to market and competitive.

Variable cash salary

In addition to fixed remuneration, variable remuneration may be paid, comprising both short-term and long-term incentives. Before any payout of any variable remuneration, the Board of Directors will assess if potential payout is reasonable, from the perspective of the financial result and financial position for Nobia. Nobia reserves the right to reclaim any variable remuneration paid out based on incorrect data and assumptions.

Short-term cash-based incentive program (STI)

Variable cash salary paid out in the form of STI shall be connected to pre-determined and measurable performance criteria and can be financial or non-financial. The performance criteria, how they are balanced and other terms for STI are decided annually by the Board of Directors and may vary from year to year to reflect business priorities. The performance criteria usually includes a balance between the Groups financial performance (for example profitability and cash flow) and non-financial performance criteria (for example important operational, strategic, or other sustainability related measures). By this way of applying pre-determined financial and non-financial performance measures that reflect Nobia’s business priorities, Nobia considers the possibility of attracting, motivating and retaining key employees to be improved, which contributes to Nobia’s business strategy, long-term interests and sustainability.

Fulfillment of criteria for payment of STI shall be measurable during a vesting period of at least 12 months, however, measurement period for each criterion may be annual or divided by quarter. When the vesting period has ended, the Remuneration Committee review the results and determines the extent to which each criterion has been fulfilled, which on turns determines the outcome of the STI regarding the variable remuneration paid to the President and other senior executives. At the annual assessment, the Remuneration Committee may adjust the targets and/or the remuneration based on positive or negative extraordinary events, re-organizations or structural changes in a manner the committee deems fair and reasonable.

Variable cash salary paid out in the form of STI may amount to a maximum of 65 percent of the fixed annual cash salary for the President and other senior executives.

Long-term cash-based incentive program (LTI)

If Nobia does not implement a long-term share-based incentive program for a specific year, the Board of Directors may instead decide to implement a cash-based LTI-program with a two-year vesting period. The purpose of such programs is to create conditions for retaining and recruiting key personnel by providing competitive compensation and strenghtening the alignment of interests between shareholders and key personnel, which contributes to Nobia’s long-term value creation and performance.

The performance criteria for payment of variable cash salary under an LTI-program shall be pre-determined and objectively measurable and can be financial or non-financial. The performance criteria usually include a balance between the Groups financial performance (for example profitability and cash flow) and non-financial performance criteria (for example important operational, strategic, or other sustainability related measures). The Board of Directors determines on the performance criteria, how they are balanced, as well as other terms for such programs, which may vary from year to year to ensure that they reflect Nobia’s business priorities. By linking the performance targets to Nobia’s current business priorities as well as the shareholders' objectives, a community of interest is created that aims to promote Nobia’s business strategy, long-term interests and sustainability.

Fulfillment of criteria for payment of LTI shall be measurable during a vesting period of at least two years, where the measurement period for each criterion may be annual or divided by quarter. Payment to participants of the LTI-program is made after year two, provided they are still employed at the date of the payment. At the end of the program, the Remuneration Committee reviews the results and assesses the extent to which each criterion has been fulfilled, which in turn determines the outcome of the LTI-program regarding the variable remuneration paid to the President and other senior executives. The Remuneration Committee may adjust the targets and/or the remuneration based on positive or negative extraordinary events, re-organizations or structural changes in a manner the committee deems fair and reasonable.

Variable cash salary awarded under the LTI-program may, for the President, amount to a maximum of 150 percent of the fixed annual cash salary. For other senior executives (exlcuding the Executive Vice President, Region UK, see below), the variable cash salary awarded under the LTI-program shall be determined individually, provided, however, that the aggregate amount of all variable cash salaries awarded under the LTI-program shall not exceed 60 percent of the total fixed annual cash salaries. At least 50 percent of any cash salary awarded under the LTI-program shall be used to acquire shares in Nobia at the then prevailing stock market price, and shares so acquired shall be subject to a mandatory one-year lock-up period.

Extraordinary LTI-arrangement for Executive Vice President, Region UK

For the Executive Vice President, Region UK, the LTI-program shall follow the same structure and underlying principles as for the other senior executives, provided, however, that the Board may make the following adjustements to adapt the LTI-program to local market conditions:

• the vesting period shall be three years; and
• variable cash salary awarded under the LTI-program may amount to a maximum of 300 percent of the total fixed cash salary for each three-year period.

Pension benefits

The President and other senior executives employed in Sweden are entitled to pensions under the ITP system or equivalent. The current President has a pension premium including health insurance of 30 percent of a fixed yearly salary. Senior executives’ pension benefits shall not exceed 35 percent of the annual fixed salary. A senior executive who holds an employment contract under another country's conditions has a pension solution in accordance with local practice, whereby the principles in these guidelines shall as far as possible should be met.

Other benefits

Other benefits can include, inter alia, life insurance, health insurance and company car. For the President and other senior executives, other benefits cannot exceed 10 percent of the fixed annual cash salary. The President and other senior executives are further entitled to benefits that can be offered to other employees at any given moment.

Additional benefits and additions can be offered under certain circumstances, e.g. in case of re-allocation or in connection with international assignments, in which case benefits and remuneration is determined according to local conditions.

With regard to employment conditions governed by other rules than Swedish, as far as pension benefits and other benefits are concerned, appropriate adjustments may be carried out to comply with compulsory rules or local practice, whereupon the guidelines overall purposes are to be satisfied to the extent possible.

Termination of employment

In case of termination by the company, the termination notice period shall not exceed 12 months. Fixed cash salary during the termination notice period and termination consideration combined shall not exceed an amount equivalent to the yearly fixed cash salary for the President and other senior executives. In case of termination by the employee, the notice termination period may amount to a maximum of six months, without right to termination consideration. The President and other senior executives may have a right to accrued variable cash salary, however not for a period exceeding the period of the employment.

Information on share-related incentive schemes

Nobia has established long-term share-related incentive schemes. The programs which include, inter alia, senior executives and other individuals with management positions, has been decided by the General Meeting and is therefore not within the scope of the remuneration guidelines. The performance requirements used to determine the outcome of the schemes are clearly linked to the business strategy and thereby to Nobia’s long-term value creation, including the Group’s sustainability. The performance requirements consist of, for example, profitability and total returns. Further, the schemes require own investments and certain retention periods. Before deciding on the number of shares to be allocated according to the scheme, the Board of Directors shall consider whether the outcome of the long-term incentive scheme is reasonable. For further information regarding Nobia’s share-related incentive schemes, please refer to Nobias’s website and annual report. Apart from the programs described there, there are no share-related incentive schemes in Nobia.

Remuneration to Board of Directors

If a member of the Board of Directors complete assignments for Nobia in addition to the tasks in scope of the responsibilities as a board member, remuneration in the form of consulting fees and other remuneration for such work may apply. Decision about such consulting fees is made by the Remuneration Committee and shall be in line with market level for such work.

Deviation from the guidelines

The Board of Directors may decide to temporary, wholly or partially, deviate from the guidelines if there are special circumstances in an individual case and deviation is necessary in order to ensure the company’s long-term interests, including its sustainability or to ensure the company’s financial capacity. As stated above, the Remuneration Committee is responsible for preparation of the Board of Directors decisions on remuneration matters, which includes decisions on deviation from the remuneration guidelines.

Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares (item 20)

Acquisitions of treasury shares

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors of Nobia to resolve to acquire treasury shares in accordance with the following.

1. Acquisitions may be made on Nasdaq Stockholm or in accordance with a tender offer to all Nobia’s shareholders.
2. Acquisitions of shares may not result in the total holding of treasury shares, at any time, exceeding ten (10) per cent of all shares in Nobia.
3. Acquisitions of shares on Nasdaq Stockholm may only be effected at a price within the currently effective registered price interval on Nasdaq Stockholm, meaning the price interval between the highest bid price and the lowest ask price.
4. Acquisitions in accordance with a tender offer according to point 1 above shall be effectuated at a price corresponding to the lowest share price at the time of the offer with a maximum upward divergence of twenty (20) per cent.
5. The authorisation may be used on one or several occasions, but only until the 2026 Annual General Meeting.

The Board of Director’s report pursuant to Chapter 19 Section 22 of the Swedish Companies Act will be available at Nobia and on Nobia’s website, www.nobia.com, at the latest three weeks prior to the Annual General Meeting and will be sent, free of charge, to shareholders who so request and inform the Company of their address.

Sales of treasury shares

The Board also proposes that the Annual General Meeting authorises the Board of Directors of Nobia to resolve to sell treasury shares in accordance with the following.

1. Sales of shares may only take place outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights and with or without payment in kind or payment by way of set-off. Such sales may be made at a price in cash or value for obtained property corresponding to the market price for the sold Nobia shares at the time of the sale, with a divergence found reasonable by the Board of Directors.
2. The number of shares that may be sold should not amount to more than ten (10) per cent of the total number of shares in Nobia.
3. Sales in connection with company acquisitions may be made at a market value as decided by the Board of Directors.
4. The authorisation may be used on one or more occasions, but only until the 2026 Annual General Meeting.

The purpose of the abovementioned authorisations to acquire and sell treasury shares is to finance the acquisition of operations through payment with treasury shares and to continuously be able to adapt Nobia’s capital structure and thereby contribute to an increase in value for shareholders and enable the assurance of costs and delivery in connection with the Nobia Group’s long-term performance share plans.

The possibility to deviate from the shareholders’ preferential rights at sales of treasury shares is justified by the fact that such sales may be made with greater speed, flexibility and are more cost-effective than a sale to all shareholders. The Company cannot provide shareholders the possibility to exercise any preferential right if the Company’s treasury shares are used with the purpose of enabling financing company acquisitions or as a part of the execution of the Group’s long-term performance share plans.

Proposal regarding authorisation for the Board of Directors to resolve on new issues (item 21)

The Board of Directors proposes that the 2025 Annual General Meeting authorises the Board of Directors to, on one or several occasions up to the next Annual General Meeting, with or without deviation from the shareholders’ preferential right, resolve on new issues of shares and/or warrants and/or convertible bonds. The total number of shares that may be issued, by way of a new share issue, exercise of warrants or conversion of convertible bonds, by virtue of the authorisation shall be within the limits of the Articles of Association and not exceed ten (10) per cent of the total number of shares in Nobia at the time of the Board of Directors’ resolution. The authorisation includes a right to resolve on new issues for cash consideration, by contribution in kind or payment by set-off. The issue price shall, in the case of deviation from the shareholders’ preferential right, be determined in accordance with market practice. The Board of Directors shall be entitled to determine other terms of the issue.

The purpose of the authorisation, and the reason for any deviation from the shareholders’ preferential right, is to increase the financial flexibility of group to enable the group to finance the operations in a fast and efficient way and/or acquire companies, businesses or parts thereof.

The Board of Directors, the President or a person appointed by one of them shall be entitled to make any minor adjustments to the above decision that might be required in connection with registration with the Swedish Companies Registration Office.

Majority requirements

In order for the Annual General Meeting’s resolution in accordance with the Board of Directors’ proposal as set out above to be valid, the resolution requires approval of at least two thirds of the votes cast and the shares represented at the Annual General Meeting.

Documents

The Board of Directors’ complete proposals are set out in this notice. Information about persons proposed as members of the Board of Directors and the Nomination Committee’s statement can be found on the Company’s website, www.nobia.com. The Annual Report, the Auditor’s Report, the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group management, the Remuneration Report pursuant to Chapter 8, Section 53a of the Swedish Companies Act, and the Board of Directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposal under item 20 will be available at the Company, Nobia AB (publ), Blekholmstorget 30, SE-111 64, Stockholm, Sweden and on Nobia’s website, www.nobia.com, no later than three weeks prior to the Meeting. The documents are presented by being available at the Company and on Nobia’s website. They will also be sent to shareholders who so request and state their address. In other respects, complete proposals are provided under the respective item in this notice. The general meeting share register will be available at the Company’s head office, Blekholmstorget 30, Stockholm, Sweden.

Processing of personal data

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____________________________

Stockholm, March 2025

Nobia AB (publ)

Board of Directors