Ellos Holding AB (publ) will hold its annual general meeting on Tuesday, 19 May 2026 at 10:00 a.m. CEST on the companys premises (head office) at Ödegärdsgatan 6 in Borås, Sweden. Registration begins at 09:30 a.m. CEST.
The board of directors has resolved that shareholders may also exercise their voting rights at the annual general meeting by postal voting in accordance with the provisions of the articles of association.
RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE
Shareholders who wish to participate in the annual general meeting must be entered as shareholders in the share register maintained by Euroclear Sweden AB on Friday 8 May 2026.
Shareholders who wish to participate in the annual general meeting should also give notice of attendance at the meeting no later than Tuesday 12 May 2026. Notice may be given by e-mail to bolagsstamma@ellosgroup.com, by post to Ellos Holding AB (publ), P.O. Box 961, SE-501 10 Borås, Sweden, Attn: Legal (mark the envelope Ellos AGM 2026), or by telephone on +46 33-16 01 19 (weekdays between 9:00 a.m. CEST and 4:00 p.m. CEST). When giving notice, please state your name or company name, personal identity number or company registration number, address and daytime telephone number, as well as the number of accompanying assistants, if any.
NOMINEE-REGISTERED SHARES
In order to be entitled to participate in the annual general meeting, a shareholder whose shares are registered in the name of a nominee must have the shares registered in its own name so that the shareholder is entered in the share register as of 8 May 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominees procedures within such time in advance as determined by the nominee. Voting rights registrations effected no later than the second banking day after 8 May 2026 will be taken into account in the preparation of the share register.
PROXIES, ETC.
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or, if no such document exists, equivalent authorisation documents must be attached. In order to facilitate registration at the annual general meeting, the power of attorney, certificate of registration and other authorisation documents should be received by the company at the above address no later than 12 May 2026. A proxy form is available on the companys website, www.ellosgroup.com.
POSTAL VOTING
A special form must be used for postal voting. The form is available on the companys website, www.ellosgroup.com. The postal voting form serves as notice of attendance at the annual general meeting.
The completed and signed form must be received by the company no later than Tuesday 12 May 2026. The completed form must be sent by post to Ellos Holding AB (publ), P.O. Box 961, SE-501 10 Borås, Sweden, Attn: Legal (mark the envelope Ellos AGM 2026) or by e-mail to bolagsstamma@ellosgroup.com. If a shareholder votes by post through a proxy, a power of attorney must be attached to the form. A proxy form is available on the companys website, www.ellosgroup.com. If the shareholder is a legal entity, a certificate of registration or other authorisation document must be attached to the form. The shareholder may not provide the postal vote with special instructions or conditions. If this is done, the postal vote (i.e. the postal voting in its entirety) is invalid. Further instructions and conditions are set out in the postal voting form.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chairman of the 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 of whether the meeting has been duly convened
7. Presentation of the annual report and auditors report, the consolidated financial statements and the auditors report for the group, as well as the auditors statement on the sustainability report for the group for the financial year 2025
8. Resolution on:
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
b) disposition of the companys earnings in accordance with the adopted balance sheet, and
c) discharge from liability for the members of the board of directors and the CEO for the financial year 2025
9. Determination of the number of board members
10. Determination of the number of auditors
11. Resolution on remuneration to the board of directors
12. Resolution on remuneration to the auditor
13. Election of board members and chairman of the board of directors
14. Election of auditor
15. Resolution on instruction to the nomination committee
16. Resolution on guidelines for remuneration to senior executives
17. Resolution on:
a) reduction of the share capital through redemption of ordinary shares, and
b) increase of the share capital through a bonus issue
18. Resolution on:
a) amendment of the articles of association, and
b) reverse share split
19. Resolution on authorisation for the board of directors to resolve on new issues of ordinary shares
20. Closing of the meeting
PROPOSED RESOLUTIONS
Election of chairman of the meeting (item 2)
The major shareholders Sissener, Storm Capital and Morten Eivindssøn Astrup jointly and Pareto (through several companies), representing approximately 59 percent of the shares and votes in the company (the Shareholders) propose that the chairman of the board of directors, Morten Eivindssøn Astrup, be elected chairman of the annual general meeting.
Disposition of the companys earnings in accordance with the adopted balance sheet (item 8 b)
The board of directors proposes that no dividend be paid to the shareholders for the financial year 2025 and that funds at the disposal of the annual general meeting in the amount of SEK -110,615,331 be carried forward.
Determination of the number of board members (item 9)
The Shareholders propose that the board of directors, for the period until the end of the next annual general meeting, shall consist of three board members elected by the general meeting.
Determination of the number of auditors (item 10)
The Shareholders propose that the company shall have one registered auditing firm as auditor.
Resolution on remuneration to the board of directors (item 11)
The Shareholders propose that remuneration be paid for the period until the end of the next annual general meeting in the amount of SEK 620,000 (previously SEK 600,000) to the chairman of the board of directors and SEK 390,000 (previously SEK 375,000) to the other board members elected by the general meeting.
In addition to the remuneration proposed above, the chairman of the board of directors, who resides outside the Nordic region, shall receive expense compensation in a fixed amount for travel of SEK 25,000 (unchanged) per physical board meeting, which is motivated by the additional time involved in travelling.
Resolution on remuneration to the auditor (item 12)
The Shareholders propose that remuneration to the auditor be paid in accordance with approved invoices.
Election of board members and chairman of the board of directors (item 13)
The Shareholders propose re-election of Morten Eivindssøn Astrup, Joakim Friedman and Mariette Kristensson as board members.
The Shareholders propose re-election of Morten Eivindssøn Astrup as chairman of the board of directors.
Election of auditor (item 14)
The Shareholders propose re-election of the registered auditing firm Ernst & Young Aktiebolag as auditor for the period until the end of the next annual general meeting.
Ernst & Young Aktiebolag has stated that, should the Shareholders proposal regarding auditor also become the election of the annual general meeting, the authorised public accountant Andreas Mast will be appointed auditor in charge.
Resolution on instruction to the nomination committee (item 15)
The Shareholders propose that the annual general meeting resolves to adopt the following instructions for the nomination committee. If the companys shares are admitted to trading on a regulated market or trading platform after 31 July 2026, the largest shareholders shall be contacted based on ownership statistics as of the last trading day of the month in which the companys shares were admitted to trading.
The following principles for the composition and work of the nomination committee in Ellos Holding AB (publ), reg. no. 559495-4116, (the Company) shall be applicable until the general meeting resolves otherwise.
1. THE COMPOSITION OF THE NOMINATION COMMITTEE
Before the annual general meeting, the chairman of the board of directors shall contact the three shareholders holding the highest percentage of voting rights in the Company as of 31 July and each shareholder will get the opportunity to appoint one representative who will constitute the nomination committee.
If any of the three shareholders holding the highest percentage of voting rights does not exercise its right to appoint a member, the right to appoint such a member is transferred to the shareholder holding the next highest percentage of voting rights who does not already have the right to appoint a member of the nomination committee. Not more than five more shareholders are required to be contacted unless the chairman of the board of directors finds specific reasons for doing so.
The chairman of the board of directors shall convene the nomination committee to its first meeting. The chairman of the nomination committee shall be the member who represents the shareholder holding the highest percentage of voting rights, if not otherwise decided upon by the nomination committee. However, the chairman of the board of directors shall never be the chairman of the nomination committee.
The names of the members of the nomination committee shall be announced as soon as the nomination committee has been appointed but no later than six months before the next annual general meeting. The nomination committee is appointed for a mandate period commencing at the time its composition is announced until a new nomination committee has been appointed.
If there is a change in the ownership of the Company after 31 July but before the nomination committees complete proposals have been published, and if a shareholder, which after this change in ownership becomes one of the three shareholders holding the highest percentage of voting rights in the Company, presents a request to the chairman of the nomination committee regarding joining the nomination committee, this shareholder will after approval of the nomination committee have the right to appoint one additional member of the nomination committee.
If a member appointed by a shareholder leaves the nomination committee during its term or if such a member is unable to fulfil its assignment, the nomination committee shall request the shareholder who has appointed the member to within reasonable time appoint a new member. If the shareholder does not exercise its right to appoint a new member, the right to appoint such member passes to the shareholder holding the following highest percentage of voting rights, who has not already appointed or refrained from appointing a member of the nomination committee. Changes in composition of the nomination committee shall be made public immediately.
2. DUTIES OF THE NOMINATION COMMITTEE
The nomination committee shall perform its duties in accordance with this instruction and applicable rules. In its assignment it is included that the nomination committee shall present proposals regarding the matters below, to be put forward to the annual general meeting:
proposal for number of directors and auditors and, where applicable, deputies of auditors,
proposal for chairman of the general meeting,
proposal for directors of the board of directors,
proposal for chairman of the board of directors,
proposal for fees payable to the board of directors, divided between the chairman and the other directors, as well as fees payable for committee work,
proposal for auditors and, where applicable, deputies of auditors,
proposal for fees payable to the auditor,
where considered necessary, proposed amendments to these instructions for the nomination committee, and
other matters that may be placed on the nomination committee according to the Swedish Corporate Governance Code.
At other General Meetings than the annual general meeting, the proposals of the nomination committee shall include the appointments that shall take place at the meeting.
The proposals of the nomination committee shall be addressed to the Company and sent to the chairman of the board of directors in due time before the notice to the annual general meeting is announced by the Company in order for the Company to comply with paragraph 4.1 in the Swedish Corporate Governance Code regarding appointment of board of directors.
3. MEETINGS
The nomination committee shall meet when necessary in order to fulfil its duties, however, at least once a year. Notice to meetings shall be issued by the chairman of the nomination committee. If a member requests that the nomination committee shall convene, that request shall be complied with.
The nomination committee is competent to make decisions if at least two of its members are present. The decisions of the nomination committee are passed by a simple majority of votes cast by members present at the meeting. In the event of tied votes, the chairman has the casting vote.
4. FEES
No fee shall be paid to the members of the nomination committee. However, the Company is responsible for reasonable costs which are associated with the duties of the nomination committee.
5. ATTENDANCE OF THE NOMINATION COMMITTEE AT GENERAL MEETINGS
At least one member of the nomination committee shall always attend the annual general meeting.
6. CHANGES OF THIS INSTRUCTION
The nomination committee shall continuously evaluate these instructions and its work and submit proposals of such changes of this instruction when considered appropriate.
Resolution on guidelines for remuneration to senior executives (item 16)
The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to senior executives, to apply subject to the companys shares being admitted to trading on a regulated market or trading platform before the next annual general meeting.
The board of directors proposes the following guidelines for remuneration to senior executives in Ellos Holding AB (publ) (Ellos Group or the Company). The guidelines shall also apply to members of the board of directors in Ellos Group, to the extent they receive remuneration that is not related to their board assignment. The guidelines shall be in force until further notice but not later than until the annual general meeting 2030. These guidelines apply to agreements concluded after the annual general meeting's resolution and where amendments are made to existing agreements after that time. These guidelines do not apply to any remuneration decided by the general meeting.
The guidelines promotion of the Companys business strategy, long-term interests and sustainability
For information regarding the Company's business strategy, please see Ellos Groups website www.ellosgroup.com.
A prerequisite for the successful implementation of the Companys business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the executive management a competitive total remuneration.
Variable cash remuneration covered by these guidelines shall aim to promote the Companys business strategy and long-term interests, including its sustainability.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may irrespective of these guidelines resolve on, among other things, share-related or share price-related remuneration or similar types of remuneration.
Fixed salary
The fixed salary shall consist of a fixed annual cash salary. The fixed salary shall be in line with the market and determined taking into account responsibility, expertise and performance. The fixed salary is reviewed 1 January every year.
Variable cash remuneration
In addition to fixed salary, short-term variable remuneration shall be able to be offered. The variable cash remuneration shall be linked to predetermined and measurable criteria which may be financial or non-financial. Financial criteria may include sales and financial results (EBITA). Non-financial criteria may include CO2 emissions. Furthermore, the criteria may also be individualized, quantitative or qualitative targets. The criteria shall be designed to promote the Companys business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executives long-term development.
The variable cash remuneration may amount to not more than 50 per cent of the total fixed cash salary under the measurement period for such criteria/of the fixed annual cash salary. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individuals ordinary tasks. Such remuneration may not exceed an amount corresponding to 50 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the board of directors based on a proposal from the remuneration committee.
The fulfilment of criteria for awarding variable cash remuneration should be able to be measured over a period of one year. To what extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The board of directors is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the remuneration committee is responsible for the evaluation.
The board of directors shall be able, in accordance with law or agreement, with the limitations that follow from it, to fully or partially recover variable remuneration paid in incorrect grounds.
Pension
Pension benefits, including health insurance and group life insurance shall follow applicable collective agreement. The benefits for the CEO and the CFO shall be premium defined and are negotiated with each employee and shall correspond to the ITP-1 plan, however not maximized.
Other benefits
Other benefits may include, for example, additional life insurance, health insurance (Sw: sjukvårdsförsäkring) and car benefit. Such benefits may amount to not more than 20 per cent of the fixed annual cash salary.
For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Termination of employment
Compensation upon termination and severance pay to senior executives shall not exceed an amount corresponding to 18 months fixed salary. Upon termination by senior executives, compensation shall be limited to an amount maximised to the equivalent of six months fixed salary.
Salary and employment conditions for employees
In the preparation of the board of directors proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees total income, the components of the remuneration and increase and growth rate over time, in the remuneration committees and the board of directors basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the difference between the remuneration to senior executives and the remuneration to other employees will be reported in the remuneration report.
The decision-making process to determine, review and implement the guidelines
The board of directors has established a remuneration committee. The committees tasks include to prepare the board of directors decisions on issues concerning principles for remuneration, remunerations and other terms of employment for the executive management. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate any programs for variable remuneration, both ongoing and those that have ended during the year, for the senior management, the application of the guidelines regarding the remuneration of directors and managers, as well as the current remuneration structures and levels in the Company. The members of the remuneration committee are independent in relation to the Company and its executive management. The CEO and other members of the executive management do not participate in the board of directors processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Remuneration to members of the board of directors
In special cases, board members elected by the general meeting should be able to receive fees and other remuneration for work carried out on the Companys behalf, alongside their board work. Fees at market rates, to be approved by the board of directors, may be payable for such services. These guidelines are applicable on such remuneration.
Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Companys long-term interests, including its sustainability, or to ensure the Companys financial viability. As set out above, the remuneration committees tasks include preparing the board of directors resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Resolution on a) reduction of the share capital through redemption of ordinary shares and
b) increase of the share capital through a bonus issue (item 17)
The board of directors proposes that the annual general meeting resolves on reduction of the share capital through redemption of ordinary shares and increase of the share capital through a bonus issue as follows.
The proposals under items a) - b) below are conditional upon each other and shall be resolved upon as one joint resolution.
For a valid resolution, the proposal must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
a) Resolution on reduction of the share capital through redemption of ordinary shares
The board of directors proposes that the annual general meeting resolves on reduction of the share capital through redemption of ordinary shares on the following terms.
The share capital shall be reduced by SEK 3,437,753. The reduction of the share capital shall be carried out through redemption of 3,437,753 ordinary shares held by NT Refectio XV AS. NT Refectio XV AS is controlled by the Norwegian Stiftelsen Refectio, which was established in order to efficiently safeguard the interests of bondholders in enforcement proceedings. NT Refectio XV AS was established in connection with the previous recapitalisation of Ellos Group in November 2025, and holds 3,437,753 ordinary shares in the company as a result of eligible bondholders not claiming these shares within the time limit that expired on 27 May 2025.
NT Refectio XV AS submits the shares for redemption by voting in favour of the proposed resolution at the annual general meeting. Furthermore, NT Refectio XV AS has not demanded any compensation for the shares proposed to be redeemed.
The purpose of the reduction is allocation to unrestricted equity.
As statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act, the board of directors states the following. The company may execute the resolution on reduction of the share capital without obtaining permission from the Swedish Companies Registration Office or a general court since the company simultaneously carries out a bonus issue that increases the companys restricted equity and share capital by SEK 3,437,753 (see item b) below). The resolution under this item a), together with the bonus issue under item b) below, means that neither the companys restricted equity nor its share capital will decrease.
b) Resolution on increase of the share capital through a bonus issue
The board of directors proposes that the annual general meeting resolves on a bonus issue on the following terms.
The share capital shall be increased by SEK 3,437,753. No new shares shall be issued in connection with the increase of the share capital. The amount by which the share capital is to be increased shall be transferred to the share capital from the companys unrestricted equity.
The purpose of the bonus issue is to restore the companys restricted equity and share capital after the proposed reduction of the share capital under item b) above.
If the meeting resolves in accordance with the proposals under items a) and b) above, the number of shares will be 789,888,747 and the quota value of the share will be approximately SEK 1.004352 instead of SEK 1.
Resolution on a) amendment of the articles of association, and b) reverse share split (item 18)
For the purpose of achieving an appropriate number of shares in the company, the board of directors proposes that the annual general meeting resolves on a share consolidation, a so-called reverse share split, in accordance with item b) below. In order to be able to carry out the reverse share split in accordance with the board of directors proposal under item b), the board of directors proposes that the articles of association be adjusted in accordance with item a) below.
The proposals under items a) - b) below are conditional upon each other and shall be resolved upon as one joint resolution.
For a valid resolution, the proposal must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
a) Resolution on amendment of the articles of association
§ 4 of the articles of association is proposed to have the following wording.
The companys share capital shall be no less than SEK 500,000,000 and no more than SEK 2,000,000,000.
§ 5 of the articles of association is proposed to have the following wording.
The company shall have no less than 15,000,000 shares and no more than 60,000,000.
Further, the board of directors proposes a number of minor amendments to the articles of association, inter alia, that the possibility of holding digital general meetings be removed and that provisions on how to give notice of attendance at a general meeting be added and editorial changes. The board of directors complete proposal for articles of association is available on the companys website.
b) Resolution on reverse share split
The board of directors proposes that the annual general meeting resolves on a reverse share split of the companys shares whereby 40 existing shares will be consolidated into one (1) new share (reverse share split 1:40).
The record date may not occur before the Swedish Companies Registration Office has registered the reverse share split. The board of directors proposes that the record date shall be 29 May 2026, provided that the Swedish Companies Registration Office has registered the reverse share split before that date. Should the Swedish Companies Registration Office not have registered the reverse share split in such time that the record date can be 29 May 2026, the board of directors proposes that the board of directors be authorised to determine another record date.
Shareholders do not need to take any action in order to participate in the reverse share split. The resolution on reverse share split is conditional upon one of the largest shareholders, without consideration, accepting to contribute shares to shareholders whose holdings are not evenly divisible by 40, and such shareholder having undertaken to round down its remaining holding to the nearest number evenly divisible by 40.
The number of shares after the reverse share split will decrease from 789,888,747 to 19,747,218 while the reverse share split will increase the quota value of the share to approximately SEK 40.174089.
Resolution on authorisation for the board of directors to resolve on new issues of ordinary shares (item 19)
The board of directors proposes that the annual general meeting resolves on authorisation for the board of directors, on one or more occasions until the next annual general meeting, with or without deviation from the shareholders pre-emption rights, to resolve on new issues of ordinary shares to the extent such issues can be made without amendment of the articles of association.
The purpose of the authorisation and the reasons for deviation from the shareholders pre-emption rights are, firstly, to enable an offer to be carried out in connection with a potential listing of the companys shares on a regulated market or trading platform, including in connection with the exercise of an overallotment option. The number of ordinary shares that may be issued pursuant to the authorisation in this part shall not be limited in any way other than by the limits on the share capital and number of shares set out in the articles of association from time to time.
The purpose of the authorisation and the reasons for deviation from the shareholders pre-emption rights are, secondly, to enable any acquisitions of companies, businesses or assets to be carried out and, in connection therewith, to use the companys ordinary share as means of payment. The number of shares that may be issued pursuant to the authorisation in this part shall in aggregate correspond to no more than ten (10) percent of the total number of outstanding shares in the company at the time of the first occasion on which the authorisation is utilised for this purpose.
The authorisation to the board of directors shall include the right to resolve on an issue against payment in kind or payment by set-off. An issue by way of set-off made with deviation from the shareholders pre-emption rights shall be carried out on market terms.
For a valid resolution, the proposal must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
AUTHORISATION
The CEO, or a person appointed by the CEO, shall be entitled to resolve on such minor adjustments to the annual general meetings resolutions as may be required in connection with registration of the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
DOCUMENTS
The annual report including the auditors report and other documents that shall be made available in accordance with the Swedish Companies Act will be available no later than 28 April 2026 at the company and on the companys website, www.ellosgroup.com, and will be sent immediately and free of charge to the recipient to those shareholders who request so and state their postal or e-mail address. The documents will also be available at the annual general meeting.
NUMBER OF SHARES AND VOTES
The total number of shares in the company at the time of issuance of the notice is 793,326,500 shares, corresponding to a total of 793,326,500 votes.
SHAREHOLDERS RIGHT TO RECEIVE INFORMATION
Shareholders are entitled at the annual general meeting, if the board of directors considers that this can be done without material harm to the company, to receive information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the companys or a subsidiarys financial situation and the companys relationship to another group company, as well as the consolidated financial statements.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please refer to the privacy policy available on Euroclears website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Borås in April 2026
Ellos Holding AB (publ)
The board of directors |
