Notice of Annual General Meeting in Vimian Group AB (publ)

Shareholders can participate in the Annual General Meeting by attending the venue in person or by postal voting.

Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 21 April 2026, and (ii) no later than 23 April 2026 give notice by post to ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or via e-mail to GeneralMeetingService@euroclear.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.vimian.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Annual General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 28 April 2026.

Participation by postal voting

A shareholder who wishes to participate in the Annual General Meeting by postal voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 21 April 2026, and (ii) give notice no later than 23 April 2026, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB no later than on that day.

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

A special form shall be used when postal voting. The postal voting form is available on the company’s website www.vimian.com. A completed and signed form may be submitted by post to ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or via e-mail to GeneralMeetingService@euroclear.com. The completed form shall be received by Euroclear Sweden AB not later than 23 April 2026. Shareholders who are natural persons may also cast their votes electronically through BankID verification via Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the postal voting form. A proxy form is available on the company’s website www.vimian.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the postal vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraws its casted postal vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the postal vote with regard to the relevant item on the agenda.

Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 21 April 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 23 April 2026 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the Annual General Meeting.

2. Election of chairperson 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 who shall approve the minutes.

6. Determination of whether the Annual General Meeting has been duly convened.

7. Presentation by the CEO.

8. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements.

9. Resolution regarding:

a) Adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;

b) Allocation of the company’s profit or loss pursuant to the adopted balance sheet; and

c) Discharge from liability of the board members and the CEOs.

10. Determination of the number of board members and auditors as well as deputy auditors.

11. Determination of the fees to the Board of Directors and the auditor.

12. Election of board members and chairman of the Board of Directors.

a) Theodor Bonnier (re-election);

b) Gabriel Fitzgerald (re-election);

c) Pia Marions (re-election);

d) Petra Rumpf (re-election);

e) Magnus Welander (re-election); and

f) Chairman of the Board of Directors: Magnus Welander (re-election).

13. Election of the auditor.

14. Proposal regarding authorisation for the Board of Directors to resolve on new share issues.

15. Proposal regarding authorisation for the Board of Directors to resolve on acquisition and transfer of own shares.

16. Presentation of the Board of Directors’ remuneration report for approval;

17. Proposal regarding adoption of new Articles of Association.

18. Proposal regarding adoption of a long-term performance based share program.

a) Adoption of long-term performance based share program.

b) Authorisation for the Board of Directors to resolve on a directed issue of Class E1 2026 shares, repurchase of issued Class E1 2026 shares and transfer of Class E1 2026 shares.

c) Authorisation for the Board of Directors to resolve on a directed issue of Class E2 2026 shares, repurchase of issued Class E2 2026 shares and transfer of Class E2 2026 shares.

d) Authorisation for the Board of Directors to resolve on a directed issue of Class D shares, repurchase of issued Class D shares and transfer of ordinary shares.

19. Closing of the Annual General Meeting.

Proposed resolutions

Proposal regarding election of chairperson of the Annual General Meeting (item 2)
The nomination committee proposes that Linnéa Dolk, member of the Swedish Bar Association, from Advokatfirman Vinge, shall be appointed chairperson of the Annual General Meeting.

Proposal regarding resolution regarding allocation of the company’s profit or loss pursuant to the adopted balance sheet (item 9 (b))
The Board of Directors proposes that no dividend shall be paid for the financial year 2025.

Proposal regarding the number of board members and auditors as well as deputy auditors (item 10)
The nomination committee proposes that the number of board members elected by the Annual General Meeting shall be five, without deputies.

The number of auditors is proposed to be one, without deputies.

Proposal regarding the fees to the Board of Directors and the auditor (item 11)
The nomination committee proposes that the fees to the Board of Directors for the period until the end of the next Annual General Meeting be allocated as follows: EUR 76,500 (EUR 75,000) to the chairman of the Board of Directors and EUR 40,750 (EUR 40,000) to each of the other members elected by the Annual General Meeting. For committee-work, the nomination committee proposes that the fee to the chairman of the audit committee shall be EUR 13,300 (EUR 13,000) and EUR 7,650 (EUR 7,500) to the other member(s) of the audit committee. For the members of the People & Sustainability committee and the M&A committee, the nomination committee proposes that the fee shall be EUR 7,650 (EUR 7,500) to the chairman of the respective committee, and EUR 5,100 (EUR 5,000) to other members. In addition, the nomination committee proposes that a compensation amounting to EUR 6,000 (EUR 6,000) is paid to the board member residing in Switzerland, as compensation for travel time to and from the board meetings.

The fee to the auditor is proposed to be paid in accordance with approved invoice.

Proposal regarding the election of the board members and chairman of the Board of Directors (item 12)
The nomination committee proposes re-election of Theodor Bonnier, Gabriel Fitzgerald, Pia Marions, Petra Rumpf and Magnus Welander as board members for the period until the end of the next Annual General Meeting.

Furthermore, Magnus Welander is proposed to be re-elected as chairman of the Board of Directors.

Provided that the Annual General Meeting resolves in accordance with the proposal, the Board of Directors will after the election consist of Magnus Welander (chairman), Theodor Bonnier, Gabriel Fitzgerald, Pia Marions and Petra Rumpf.

Information about the persons proposed by the nomination committee to be re-elected as board members is set forth in the company’s annual report as well as on the company’s website, http://www.vimian.com.

Proposal regarding the election of the auditor (item 13)
The nomination committee proposes that Grant Thornton Sweden AB is re-elected as auditor for the company for the period until the end of the next Annual General Meeting, which is in accordance with the audit committee’s recommendation. Should the nomination committee’s proposal for auditor be adopted, Grant Thornton Sweden AB has informed that authorised public accountant Camilla Nilsson will be appointed auditor in charge.

Proposal regarding authorisation for the Board of Directors to resolve on new share issues (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, resolve on the issue of new shares, comprising a total of not more than 20 per cent of the total number of outstanding shares in the company after the utilisation of the authorisation. Such share issue resolution may be made with or without provisions for contribution in kind, set-off or other conditions.

The purpose of the authorisation is to increase the financial flexibility of the company and the general scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason therefore must be to strengthen the financial position of the company in a time and cost-effective manner or in accordance with a purchase agreement, or, alternatively, to procure capital for such acquisition. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.

Proposal regarding authorisation for the Board of Directors to resolve on acquisition and transfer of own shares (item 15)
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, for the period up the next Annual General Meeting, to resolve upon acquisition and transfer of shares in the company in accordance with the following:

1) Acquisition of shares in the company shall take place on Nasdaq Stockholm.

2) Acquisitions may only be made by a maximum of so many shares that, at any given time, the company's own holdings do not exceed ten (10) percent of all shares in the company.

3) Acquisitions may not take place at a price higher than the higher of the prices for the most recent independent trade and the highest current independent bid on Nasdaq Stockholm. Acquisitions may not take place at a price lower than the lowest price at which an independent acquisition may take place.

4) Transfer of shares according to the authorisation may be of all own shares held by the company at the time of the Board of Directors’ resolution.

5) Transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.

6) The authorisation may be exercised on one or more occasions during the period up until the Annual General Meeting 2027.

The purpose of the proposed authorisation is to enable (i) adapting the capital structure of the company to its capital needs from time to time, (ii) flexibility in transactions by means of paying with shares, and (iii) flexibility in incentive programs; and thereby contribute to an increased shareholder value.

The Board of Directors or the CEO shall have the right to make such minor adjustments in this resolution that may be necessary in connection with the registration of the authorisation with the Swedish Companies Registration Office.

Proposal regarding adoption of new Articles of Association (item 17)
In order to enable an efficient way to secure the delivery of shares under the proposed performance-based share program under item 18 and to introduce a class of shares that can serve as investment shares in Vimian’s long-term incentive program, the Board of Directors proposes that the Annual General Meeting resolves to amend § 4 of the Articles of Association by introducing two new classes of shares, Class E1 2026 and Class E2 2026.

Class E1 2026 shares and Class E2 2026 shares are intended to be unlisted so-called hurdle shares to be held as investment shares under the company’s long-term incentive program. Hurdle shares are a type of shares that convert to ordinary shares if certain conditions are met. The reclassification of Class E1 2026 shares and Class E2 2026 shares is dependent on the share price at a predetermined time, as further defined in the Articles of Association, attached as an appendix to this notice.

Should the share price reach a certain threshold, on the predetermined dates for each share class, the Board of Directors will resolve to reclassify a certain number of shares to ordinary shares. The Class E1 2026 shares and Class E2 2026 shares do not entitle to dividends but have a certain economic right corresponding to the difference between the threshold and the value of the ordinary share. An investment in Class E1 2026 shares and Class E2 2026 shares is a prerequisite for participation in the long-term incentive program proposed by the Board of Directors as set out in item 18 below.

The resolution to amend the Articles of Association in accordance with this item is conditional upon the Annual General Meeting also resolving to approve the Board of Directors’ proposal for a resolution on the long-term incentive program in accordance with item 18 below.

The Board of Directors further proposes that the CEO is authorised to make such minor adjustments to this resolution as may prove necessary in connection with the registration thereof.

Proposal regarding adoption of a long-term performance-based share program (item 18)
The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term performance-based share program for the CEO, the executive management and other key employees as well as consultants[1] in the Vimian group in accordance with the below.

The resolution under item 18(a) shall be conditional upon i) the Annual General Meeting resolving on hedging measures in relation to the incentive program in accordance with the Board of Directors’ proposal under items 18(b)-(d) below and that ii) the Annual General Meeting resolves in accordance with the Board of Directors’ proposal pursuant to item 17 above regarding adoption of new Articles of Association.

Adoption of long-term performance-based share program (item 18(a))
The program in summary
The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term performance-based share program (”LTIP 2026/2029”). LTIP 2026/2029 is proposed to include the CEO, the executive management and other key employees in the Vimian group, in total not more than approximately 80 persons. Participants in LTIP 2026/2029 will be required to invest in Vimian by investing in Class E1 2026 shares and Class E2 2026 shares in Vimian Group AB (publ) (”Investment Shares”). Subsequently, participants will be given the opportunity to receive ordinary shares, so-called ”Performance Shares”, free of charge, on the terms set out below.

Private investment
In order to participate in LTIP 2026/2029, the participant must have made a private investment through the acquisition of Investment Shares. Investment Shares shall be transferred at market value at the time of transfer, which shall be determined by an independent valuation institute using the Black & Scholes valuation model based on market conditions at the time of transfer.

Class E1 2026 shares and Class E2 2026 shares are intended to be unlisted so-called hurdle shares to be held as investment shares under the company’s long-term incentive program. Hurdle shares are a type of shares that convert to ordinary shares if certain conditions are met. The reclassification of Class E1 2026 shares and Class E2 2026 shares is dependent on the share price at a predetermined time, as further defined in the Articles of Association under item 17 above. Should the share price reach a certain threshold, on the predetermined dates for each share class, the Board of Directors will resolve to reclassify a certain number of shares to ordinary shares. The Class E1 2026 shares and Class E2 2026 shares do not entitle to dividends but have a certain economic right corresponding to the difference between the threshold and the value of the ordinary share.

The maximum number of Investment Shares that each participant may allocate under LTIP 2026/2029 is further described below. For each Investment Share held under LTIP 2026/2029, the company will grant participants up to three (3) rights to, provided that certain performance conditions are met, receive one (1) Performance Share free of charge per right (”Performance Share Awards”) in accordance with the terms set out below.

Terms and conditions
A Performance Share Award may be exercised provided that the participant, with certain exceptions, from the start of LTIP 2026/2029 for the respective participant up to and including the date of publication of the company’s interim report for the first quarter 2029 (the ”Vesting Period”) remains in his or her employment within the Vimian group. LTIP 2026/2029 shall be implemented as soon as practicable after the Annual General Meeting’s resolution to adopt LTIP 2026/2029. The final date for allocation of the Performance Share Awards under LTIP 2026/2029 shall be 31 December 2026. Newly hired key employees of the Vimian group may be invited to participate in LTIP 2026/2029 until 31 December 2026.

In addition to the requirement for the participant’s continued employment and holding of Investment Shares during the Vesting Period, there are also requirements regarding (i) the Vimian group’s adjusted EBITA[2] for the financial year 2028 and (ii) the Vimian group’s revenue during the financial year 2028. Information on the outcome of the performance conditions will be provided no later than in the remuneration report for the financial year 2028. The Performance Shares will vest after the end of the Vesting Period.

Performance conditions for the Vimian group’s adjusted EBITA
70 per cent of the Performance Share Awards granted to a participant will be conditional upon the fulfilment of a performance condition relating to the Vimian group’s adjusted EBITA during the financial year 2028. The performance condition for the Vimian group’s adjusted EBITA for the financial year 2028, set by the Board of Directors will specify a minimum and a maximum level. The target for the development of the Vimian group’s adjusted EBITA is not published due to stock market and competitive aspects. The Board of Directors will determine the outcome related to the performance condition for the Vimian group’s adjusted EBITA for the financial year 2028 when the audited financial statements for the financial year 2028 are available.

If the maximum level determined by the Board of Directors is reached or exceeded, the allocation will amount to (and not exceed) the maximum level of 100 per cent of the Performance Share Awards related to the performance condition for the Vimian group’s adjusted EBITA in the financial year 2028. If the performance outcome is below the maximum level determined by the Board of Directors but exceeds the minimum level, allocation of shares will be made on a linear pro rata basis. No award for the performance condition will be made if the outcome is at or below the minimum level.

Performance conditions relating to Vimian group revenues
30 per cent of the Performance Share Awards granted to a participant will be conditional upon the fulfilment of a performance condition relating to the Vimian group’s revenue during the financial year 2028. The performance condition relating to the Vimian group’s revenue during the financial year 2028, determined by the Board of Directors will specify a minimum level and a maximum level. The target for the development of the Vimian group’s revenue is not published, due to stock market and competitive aspects. The Board of Directors will determine the outcome related to the performance condition for the Vimian group’s revenue for the financial year 2028 once the audited financial statements for the financial year 2028 are available.

If the maximum level determined by the Board of Directors is reached or exceeded, the allocation will amount to (and not exceed) the maximum level of 100 per cent of the Performance Share Awards related to the performance condition for the Vimian group’s revenue in the financial year 2028. If the performance outcome is below the maximum level determined by the Board of Directors but exceeds the minimum level, the allocation of shares will be made on a linear pro rata basis. No award for the performance condition will be made if the outcome is at or below the minimum level.

Performance Share Awards
In addition to the above, the following conditions shall apply to the Performance Share Awards:
• The Performance Share Awards will be granted free of charge as soon as practicable after the start of LTIP 2026/2029 provided that the participant has made a private investment through the acquisition of Investment Shares.

• The final date for the grant of the Performance Share Awards shall be 31 December 2026.

• Each Performance Award entitles the participant to receive one (1) Performance Share free of charge after the end of the Vesting Period (with certain exceptions where the vesting date may be accelerated) provided that the performance conditions set out above are met and that the participant, with certain exceptions, is still employed by the Vimian group and continues to hold his/her Investment Shares.

• In order to align the interests of the participants with those of the shareholders, Vimian will also compensate the participants for extraordinary dividends paid by increasing the number of Performance Shares to which the Performance Share Awards entitle after the Vesting Period.

Design and management
The Board of Directors shall be responsible for the detailed design and administration of the terms and conditions of LTIP 2026/2029, within the terms and conditions and guidelines set out above, including provisions for recalculation in the event of an intermediate bonus issue, split, rights issue and/or other similar events.

The Board of Directors shall also be entitled to make adjustments to meet specific foreign regulations or market conditions in connection with the detailed design and management of the terms and conditions of LTIP 2026/2029. In addition, the Board of Directors is given the right to cancel or adjust the program in the event of a public takeover bid or similar event. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Vimian group or its business environment that would result in the adopted terms and conditions for LTIP 2026/2029 no longer fulfilling its purpose.

Breakdown
The participants are divided into different categories and in accordance with the above, LTIP 2026/2029 allows each participant within a category to subscribe for Investment Shares up to an individual cap comprising (i) the maximum number of Investment Shares the participant may acquire (the “Individual Share Cap”) and (ii) the maximum amount the participant may invest (the “Individual Amount Cap”). The Individual Share Cap and the Individual Amount Cap for each category are set out in the table below. For each category, a total cap shall also be established with respect to the aggregate number of Investment Shares that all participants within the category may collectively acquire (the “Category Cap”).

If a participant within a category chooses not to utilise his or her full Individual Share Cap, the remaining participants within the same category may subscribe for additional Investment Shares in excess of their respective Individual Share Caps (a “Reallocation”). Such Reallocation shall be made in proportion to each participant’s original Individual Share Cap.

Notwithstanding any Reallocation, no participant may under any circumstances invest an amount exceeding such participant’s Individual Amount Cap. The Individual Amount Cap shall thus constitute an absolute limitation on each participant’s total investment, regardless of whether the participant is permitted to acquire a number of Investment Shares exceeding his or her original Individual Share Cap through a Reallocation.

The total number of Investment Shares allocated to participants within a category, including any Reallocation, shall under no circumstances exceed the Category Cap for the relevant category.

Each participant in the different categories shall be entitled to the number of Performance Share Awards per Investment Share set out below.

Delivery of shares
To ensure delivery of shares under LTIP 2026/2029 and to enable the participants to acquire Investment Shares, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve on the issue, repurchase of issued shares and transfer of own shares in accordance with items 18(b)-(d) below.

Scope and costs
LTIP 2026/2029 will be reported in accordance with IFRS 2, which entails that the Performance Share Awards shall be expensed as a non-cash personnel expense over the term of LTIP 2026/2029.

Considering that the Investment Shares will be transferred at an estimated market value, the transfer of Investment Shares is not expected to entail any costs other than certain minor costs for preparation and administration.

The cost of LTIP 2026/2029 is estimated to amount to approximately SEK 49.4 million, excluding social security contributions, calculated in accordance with IFRS 2 on the basis of the following assumptions: (i) share price of SEK 25.48 at the start of the program, (ii) share price of SEK 50.96 at the end of the program, (iii) threshold level of 112.5 per cent for Class E1 2026 and 126.0 per cent for Class E2 2026 shares, (iv) assumed volatility of 40.0 per cent, (v) risk-free interest rate of 2.21 per cent, (vi) duration of 3 years, and (vii) 50 per cent vesting of all performance shares. The cost of social security contributions is estimated at approximately SEK 23.0 million, based on the assumptions above and that weighted social security contributions amount to 23.3 per cent. Together with the IFRS 2 cost, the company’s total costs are estimated at approximately SEK 72.4 million for LTIP 2026/2029. In addition to what is stated above, the costs for LTIP 2026/2029 have been calculated on the basis that LTIP 2026/2029 comprises a maximum of approximately 80 participants and that each participant utilises the maximum investment.

Effects on key performance indicators and dilution
At a maximum allocation of 3,876,934 Performance Shares, and provided that hedging measures in accordance with items 18(b)-(d) below are approved by the Annual General Meeting, a maximum of 4,780,526 D shares will be issued. Furthermore, LTIP 2026/2029 includes allotment of a maximum of 2,444,144 Investment Shares to be acquired by the participants at market value at the time of transfer, which shall be determined by an independent valuation institute using the Black & Scholes valuation model based on market conditions at the time of transfer. This entails a maximum dilution effect of approximately 1.35 per cent of the number of shares and 1.35 per cent of the voting rights in the company. This is provided that hedging measures in accordance with items 18(b)-(d) are approved by the Annual General Meeting.

The table below shows the number of Class E shares that can be converted into ordinary shares given the specified examples of share prices at the end of the program.

Taking into account shares that may be issued under previously implemented incentive programs in the form of warrant and employee stock option programs in Vimian and under the incentive program proposed to the Annual General Meeting, the maximum dilution effect is approximately 2.71 per cent. LTIP 2026/2029 is expected to have a marginal impact on Vimian’s key ratios.

The purpose of the proposal
The purpose of LTIP 2026/2029 is to create conditions for attracting, motivating and retaining competent employees within the Vimian group and to strengthen the common interests between the employees’, the shareholders’ and the company’s objectives and to increase the motivation to reach and exceed the company’s financial targets.

LTIP 2026/2029 has been designed on the basis that it is desirable that key persons within the Vimian group are shareholders in the company. Participation in LTIP 2026/2029 requires the participant to have made a private investment through the acquisition of Investment Shares. By offering an allocation of Performance Share Awards based on the fulfilment of established performance-based conditions, participants are rewarded for increased shareholder value. LTIP 2026/2029 also rewards employees’ continued loyalty and thereby the long-term value growth of Vimian. In light of this, the Board of Directors considers that the adoption of LTIP 2026/2029 will have a positive effect on the future development of the Vimian group and will consequently be beneficial for both the company and its shareholders.

Preparation of the matter
The terms of LTIP 2026/2029 have been prepared by the Board of Directors of the company. The Board of Directors has subsequently resolved to submit this proposal to the Annual General Meeting. Apart from the employees who have prepared the matter in accordance with instructions from the Board of Directors, no employee who may be included in the program has participated in the preparation of the terms and conditions.

Other share-based incentive programs, etc.
Other than the incentive program proposed to be adopted at the Annual General Meeting, the similar program LTIP 2025/2028 adopted at the Extraordinary General Meeting 2025, and the warrant and employee stock option programs adopted at the Annual General Meetings 2023 and 2024, there are no outstanding share-related incentive programs in the company.

Authorisation for the Board of Directors to resolve on a directed issue of Class E1 2026 shares, repurchase of issued Class E1 2026 shares and transfer of Class E1 2026 shares to participants in LTIP 2026/2029 (item 18(b))
All resolutions under item 18(b)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(b)(i)-(iii) are therefore proposed to be approved as one.

Authorisation for the Board of Directors to resolve on the issue of Class E1 2026 shares (item 18(b)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 2,037.996168 by issuing not more than 1,222,072 Class E1 2026 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Authorisation for the Board of Directors to resolve on repurchase of own Class E1 2026 shares (item 18(b)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E1 2026 shares. The repurchase may only take place through an offer directed to all shareholders of Class E1 2026 shares and shall comprise all outstanding Class E1 2026 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E1 2026 shares shall be made in cash. The purpose of the proposed authorisation to repurchase shares is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Resolution on the transfer of own Class E1 2026 shares (item 18(b)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 1,222,072 Class E1 2026 shares acquired by the company pursuant to the authorisation to repurchase Class E1 2026 shares in accordance with item 18(b)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2026/2029. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 1,222,072 Class E1 2026 shares be transferred to employees in the Vimian group. Class E1 2026 shares shall be transferred at market value at the time of transfer, which shall be determined by an independent valuation institute using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorisation for the Board of Directors to resolve on a directed issue of Class E2 2026 shares, repurchase of issued Class E2 2026 shares and transfer of Class E2 2026 shares to participants in LTIP 2026/2029 (item 18(c))
All resolutions under item 18(c)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(c)(i)-(iii) are therefore proposed to be approved as one.

Authorisation for the Board of Directors to resolve on the issue of Class E2 2026 shares (item 18(c)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by not more than SEK 2,037.996168 by issuing not more than 1,222,072 Class E2 2026 shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights in connection with the issue is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Authorisation for the Board of Directors to resolve on repurchase of own Class E2 2026 shares (item 18(c)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class E2 2026 shares. The repurchase may only take place through an offer directed to all shareholders of Class E2 2026 shares and shall comprise all outstanding Class E2 2026 shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class E2 2026 shares shall be made in cash. The purpose of the proposed authorisation to repurchase shares is to enable the participants in LTIP 2026/2029 to acquire Investment Shares for participation in LTIP 2026/2029.

Resolution on the transfer of own Class E2 2026 shares (item 18(c)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 1,222,072 Class E2 2026 shares acquired by the company pursuant to the authorisation to repurchase Class E2 2026 shares in accordance with item 18(c)(ii) above may be transferred to employees of the Vimian group in order to enable employees to acquire Investment Shares in order to participate in LTIP 2026/2029. The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 1,222,072 Class E2 2026 shares be transferred to employees in the Vimian group. Class E2 2026 shares shall be transferred at market value at the time of transfer, which shall be determined by an independent valuation institute using the Black & Scholes valuation model based on market conditions at the time of transfer.

Authorisation for the Board of Directors to resolve on a directed issue of Class D shares, repurchase of issued Class D shares and transfer of ordinary shares to participants in LTIP 2026/2029 (item 18(d))
All resolutions under item 18(d)(i)-(iii) are proposed to be conditional upon i) the Annual General Meeting resolving in accordance with the Board of Directors’ proposal under item 17 regarding the adoption of new Articles of Association, and ii) each other. All resolutions under item 18(d)(i)-(iii) are therefore proposed to be approved as one.

Authorisation for the Board of Directors to resolve on the issue of Class D shares (item 18(d)(i))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, increase the company’s share capital by a maximum of 7,972.274686 SEK by issuing a maximum of 4,780,526 Class D shares. The new shares shall, with deviation from the shareholders’ preferential rights, be subscribed for by a participating third party at a subscription price corresponding to the quota value. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights in connection with the issue is to ensure delivery of shares under LTIP 2026/2029 and to cover any social security costs and compensation for extraordinary dividends in connection with LTIP 2026/2029.

Authorisation for the Board of Directors to resolve on the repurchase of own Class D shares (item 18(d)(ii))
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, resolve to repurchase Class D shares. Repurchases may only be made through an offer directed to all holders of Class D shares and shall comprise all outstanding Class D shares. Acquisitions shall be made at a price corresponding to the quota value of the share. Payment for acquired Class D shares shall be made in cash. The purpose of the proposed repurchase authorisation is to ensure the delivery of shares and to cover any social security costs and compensation for extraordinary dividends in connection with LTIP 2026/2029.

Resolution on transfer of own ordinary shares (item 18(d)(iii))
The Board of Directors proposes that the Annual General Meeting resolves that 4,780,526 Class D shares acquired by the company pursuant to the authorisation to repurchase Class D shares in accordance with item 18(d)(ii) above may, after reclassification into ordinary shares, be transferred free of charge to the participants in LTIP 2026/2029, in accordance with the resolved terms and conditions, and be transferred to cover any social security costs in connection with LTIP 2026/2029.

The Board of Directors therefore proposes that the Annual General Meeting resolves that a maximum of 4,780,526 ordinary shares shall be transferable to participants in accordance with the terms and conditions of LTIP 2026/2029 and shall be transferable on Nasdaq Stockholm, including through a financial intermediary, at a price within the registered price interval at any given time to cover any social security contributions in accordance with the terms and conditions of LTIP 2026/2029. The number of shares that may be transferred is subject to recalculation because of an intermediate bonus issue, split, rights issue and/or other similar events.

Special majority requirements
A resolution in accordance with the proposal in item 14, 15, 17, 18(b)(i)-(ii), 18(c)(i)-(ii) and 18(d)(i)-(ii) above shall only be valid where supported by not less than two-thirds (2/3) of both votes cast and the shares represented at the Annual General Meeting. A resolution in accordance with the proposal in item 18(b)(iii), 18 (c)(iii) and 18(d)(iii) above shall only be valid where supported by not less than nine-tenths (9/10) of both votes cast and the shares represented at the Annual General Meeting.

Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Vimian Group AB, Riddargatan 19, SE-114 57 Stockholm, Sweden or via e-mail to generalmeetings@vimian.com.

Number of shares and votes
As of the date of this notice, there are 529,262,637 shares outstanding in Vimian, corresponding to 526,294,558.5 votes, of which 525,964,772 are ordinary shares entitled to one vote per share and 938,605 are Class C shares, 1,485,532 are Class D shares, 291,237 are Class E1 2025 shares, 291,244 are Class E2 2025 shares, and 291,247 are Class E3 2025 shares entitled to one-tenth vote per share. As of the date of this notice, the company holds 1,485,532 treasury shares, all of which are Class D shares.

Authorisation
The CEO shall be authorised to make such minor adjustments to the resolutions of the Annual General Meeting that may be necessary in connection with the registration thereof.

Documentation etc.
The annual report and all other documentation for resolutions are available at the company’s office at Riddargatan 19, SE-114 57 Stockholm, Sweden, and on the company’s website www.vimian.com, no later than three weeks before the Annual General Meeting. Moreover, the nomination committee’s motivated statement is available at the company’s above address, as well as on www.vimian.com, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

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

If you have questions regarding our processing of your personal data, you can contact us by emailing privacy@vimian.com. Vimian Group AB (publ) has company registration number 559234-8923 and the board’s registered office is in Stockholm.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Stockholm March 2026
Vimian Group AB (publ)
The Board of Directors

[1] What is said herein about employees shall also apply to consultants of Vimian.
[2] EBITA adjusted for items affecting comparability. EBITA is defined as operating profit excluding amortisation of intangible assets that were originally recognised in connection with business combinations.