The shareholders of Embellence Group AB (publ), corp. reg. no. 556006-0625 (“Embellence Group” or the “Company”), are hereby summoned to the Annual General Meeting on Tuesday, 12 May 2026 at 1:00 p.m. at the Company’s premises with the address Ryssnäsgatan 8 in Borås, Sweden. Lunch is served to notified participants at 12.00.
Exercise of voting rights at the Annual General Meeting
Shareholders who wish to participate at the General Meeting must:
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to exercise their voting rights, notify their participation at the General Meeting and temporarily request to have their shares be re-registered in their own name in the share register maintained by Euroclear (so-called voting rights registration). Such registration must be completed no later than 6 May 2026 and, accordingly, shareholders must inform the nominee of their request well in advance of this date. Voting right registration requested by the shareholder in such time that the registration was carried out by the nominee no later than 6 May 2026 will be taken into account in the preparation of the share register.
Notification for attendance in person or by proxy
In order to attend the Annual General Meeting in person or participate through a proxy, shareholders must notify the Company of this no later than 6 May 2026:
The notification must include name or company name, personal identity number or corporate registration number, address, telephone number and, when appropriate, number of assistants (maximum of two).
Anyone who does not wish to attend in person may exercise their rights at the General Meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of incorporation or equivalent document for the legal entity must be attached.
To facilitate access to the General Meeting, powers of attorney, certificates of incorporation and other authorisation documents should be submitted to the Company well in advance of the General Meeting and preferably no later than 6 May 2026.
Please note that notification of participation at the General Meeting must also be made if the shareholder wishes to exercise their voting right through a proxy. A submitted power of attorney is not valid as notification for the General Meeting.
A power of attorney form is available on the Company’s website, www.embellencegroup.com.
Business at the Annual General Meeting
Proposed agenda:
Nomination Committee
In accordance with principles adopted earlier, the Nomination Committee consists of three members, appointed by the three largest shareholders in terms of votes as per 30 September 2025. On the basis of these principles, the Nomination Committee consisted of Bile Daar (appointed by Cidro Förvaltning AB), Johan Martinsson (appointed by JCE Asset Management AB), and Daniel Gabriel (appointed by Ramhill AB).
Nomination Committee’s proposals for resolution
2. Election of chairperson of the General Meeting
The Nomination Committee proposes that attorney Eric Ehrencrona from MAQS Advokatbyrå or, if he is unavailable, the person appointed by the Nomination Committee, be elected as chairperson of the General Meeting.
10. Resolutions on determination of the number of Board members and auditors
The Nomination Committee proposes that the Board of Directors shall consist of five Board members elected by the Annual General Meeting with no deputy members, and that the number of auditors shall be one with no deputies.
11. Resolutions on determination of fees to be paid to the Board of Directors and auditors
The Nomination Committee proposes that the fees per Board member elected by the Annual General Meeting be distributed as follows (preceding year’s figures in brackets): chairperson of the Board of Directors SEK 600,000 (500,000) and other Board members who are not employees of the Company or the group SEK 250,000 (250,000) each.
The fee for work in the Audit Committee is proposed to be SEK 100,000 (100,000) to the chairperson and SEK 40,000 (40,000) to other member.
The fee for work in the Remuneration Committee is proposed to be SEK 40,000 (40,000) to the chairperson and SEK 20,000 (20,000) to other member.
If the General Meeting resolves in favour of the Nomination Committee’s proposal on the composition of the Board of Directors and if the number of members of the Audit Committee and Remuneration Committee respectively is two the total fee will be SEK 1,800,000 (1,700,000).
It is proposed that the fee to the auditor shall be paid in accordance with invoices approved by the Company.
12. Election of the Board of Directors
The Nomination Committee proposes the following Board of Directors for the period until the end of the next Annual General Meeting: re-election of the Board members Karin Dennford, Henrik Nyqvist, Christina Ståhl, Maria Veerasamy, and Magnus Welander.
Further information on the Board members proposed for re-election is available on the Company’s website, www.embellencegroup.com.
The proposal on the composition of the Board of Directors of the Company is in compliance with the rules of the Swedish Corporate Governance Code regarding independence. All members are independent in relation to the Company and the executive management, and in relation to the Company’s major shareholders.
13. Election of the chairperson of the Board of Directors
The Nomination Committee proposes that Magnus Welander is re-elected as chairperson of the Board of Directors for the period until the end of the next Annual General Meeting.
14. Election of the auditor
The Nomination Committee proposes that the audit company Ernst & Young AB (“EY”) is re-elected as auditor for the period up until the end of the next Annual General Meeting in accordance with the Audit Committee’s recommendation. EY has informed that in the event the audit company is elected, Michaela Nilsson will continue as the auditor in charge.
The Board of Directors’ proposals for resolution
9.(2) Resolution regarding distribution of the Company’s profit according to the adopted balance sheet
The Board of Directors proposes that the General Meeting resolves on an ordinary dividend of SEK 1.5 per share. The record date for payment of the dividend shall be 15 May 2026. If the General Meeting resolves in accordance with the proposals, the dividend will be paid to the shareholders on 20 May 2026.
15. Resolution on (A) implementation of a long-term incentive programme, (B) directed issue of warrants of series 2026/2030:1, and (C) approval of transfer of warrants of series 2026/2030:1
The Board of Directors proposes that the Annual General Meeting resolves on (A) implementation of a long-term incentive programme (the “Programme”), (B) a directed issue of warrants of series 2026/2030:1, and (C) approval of transfer of warrants of series 2026/2030:1, in accordance with the below.
Background
The overall purpose of the Programme is to maintain a close alignment of interests between Embellence Group's senior management and shareholders and to promote continued long-term commitment to Embellence Group. The Programme is intended to attract and retain members of the management team by providing a market-competitive total remuneration, which the Board of Directors considers to be a crucial factor for Embellence Group's continued success. In light of the above, the Board of Directors believes that it is in the interest of Embellence Group and its shareholders that the Company's senior executives and members of the senior management of the Company’s group are offered participation in a long-term incentive programme.
The Programme shall be directed at senior executives of the Company and members of the senior management of the Company’s group and implemented after the Annual General Meeting. The intention is for the Programme to be achievable, easy to understand, cost-effective to administer, and simple to communicate. Furthermore, the Board of Directors intends to annually propose similar programmes to include new or additional employees within Embellence Group's group.
A. Resolution on the implementation of a long-term incentive programme
The Board of Directors proposes that the Annual General Meeting resolves to implement the Programme in accordance with the following main terms.
| Participant category | Maximum number of Savings Shares (defined below) per person | Maximum total number of Savings Shares per participant category | Maximum number of Matching Shares per Person | Maximum total number of Matching Shares per participant category | Maximum number of Performance Shares (defined below) per person | Maximum total number of Performance Shares per participant category |
| CEO (one (1) person) | 11,000 | 11,000 | 11,000 | 11,000 | 55,000 | 55,000 |
| CFO (one (1) person) | 8,800 | 8,800 | 8,800 | 8,800 | 44,000 | 44,000 |
| Senior executives/ members of the senior management of the group (up to eight (8) persons) | 7,600 | 38,000 | 7,600 | 38,000 | 22,800 | 114,000 |
| Total | - | 57,800 | - | 57,800 | - | 213,000 |
| Participant category | Maximum number of Performance Shares per Savings Share and per person |
| CEO (one (1) person) | 5 |
| CFO (one (1) person) | 5 |
| Senior executives / members of the senior management of the group (up to eight (8) persons) | 3 |
B. Resolution on the directed issue of warrants of series 2026/2030:1
To enable the Company's delivery of warrants of series 2026/2030:1 under the Programme, the Board of Directors proposes that the Annual General Meeting resolves on the issue of a maximum of 270,800 warrants of series 2026/2030:1, resulting in an increase in share capital upon full exercise of a maximum of SEK 677,000. For the resolution, the following terms shall apply.
C. Resolution on the approval of the transfer of warrants of series 2026/2030:1
To enable the Company's delivery of warrants of series 2026/2030:1 under the Programme, the Board of Directors proposes that the Annual General Meeting resolves to approve that the Company may transfer a maximum of 270,800 warrants of series 2026/2030:1 free of charge to Participants in connection with the exercise of earned Matching Shares and/or Performance Shares in accordance with the Programme and the terms set out in A. above to fulfil the Company's obligations under the Programme.
The Board of Directors shall not have the right to dispose of the warrants for any purpose other than what is stated above.
Warrants that are not needed to enable the delivery of shares under the Programme may be cancelled.
Other information
Dilution
Upon full subscription with the support of all warrants of series 2026/2030:1, the number of shares and votes in the Company will increase by 270,800 (subject to adjustment according to the terms for warrants of series 2026/2030:1), which corresponds to a dilution of approximately 1.14 percent of the number of shares and votes in the Company. The dilution effect has been calculated as the number of additional shares and votes in relation to the number of existing plus additional shares and votes.
Estimated costs for the Programme
The Board of Directors' assessment is that the Programme will incur costs mainly related to administration, accounting-related salary costs, and social security contributions.
The costs for the Programme, which are recognised in the income statement, are calculated according to the accounting standard IFRS 2 and are spread over the Vesting Period. The calculation has been performed based on the closing price of Embellence Group's shares on 17 February 2026, i.e., SEK 34 per share, and with the following assumptions: (i) 100 percent of the maximum number of Savings Shares are allocated in the Programme and (ii) 100 percent of the maximum number of Matching Shares and Performance Shares are allocated to Participants, (iii) an annual direct yield of approximately 6.6 percent.
In addition to the above, the costs for the Programme are based on the Programme covering ten (10) Participants and each Participant making a maximum investment. The total estimated costs for the Programme amount to approximately SEK 8 million excluding social security contributions. The costs for social security contributions are estimated to amount to approximately SEK 3 million, based on the above assumptions, and assuming an annual share price increase of 6.6 percent during the Programme's term and a tax rate for social security contributions of 31.42 percent.
The estimated average annual costs of SEK 2.7 million, including social security contributions, correspond to approximately one (1) percent of Embellence Group group's total personnel costs for the financial year 2025.
All calculations above are preliminary and are intended only to provide an illustration of the costs that the Programme may incur. Actual costs may therefore differ from what is stated above.
Previous Incentive Programmes in Embellence Group
The Annual General Meeting on 8 May 2024 resolved, in accordance with the shareholders' proposal, to adopt a long-term incentive programme for the chairperson of the Board of Directors through an issue of a maximum of 400,000 warrants. A total of 400,000 warrants were subscribed and allocated. The subscription price per warrant corresponded to the market value of the warrants. Each warrant entitles to subscription of one (1) share in the Company during the period from and including 1 July 2028 up to and including 31 August 2028 at a subscription price of SEK 39.38 per share. Upon exercise of all warrants in the programme, a dilution effect of approximately 1.67 percent of the total number of shares and votes in the Company arises, subject to possible adjustment according to the warrant terms. The dilution effect has been calculated as the number of additional shares and votes in relation to the number of existing plus additional shares and votes.
The Annual General Meeting on 8 May 2025 resolved, in accordance with the Board of Directors' proposal, to adopt a long-term incentive programme for senior executives of the Company and members of Embellence Group's senior management ("LTIP 2025"). LTIP 2025 is a share savings programme and as of the date of this notice, there are a total of five (5) participants who have allocated a total of 28,256 savings shares within the framework of the programme. Based on current participation, the participants may be allocated a total of 148,060 warrants provided that the performance targets for LTIP 2025 are met in full. Each warrant entitles to subscription of one (1) share in the Company up to and including 31 December 2029 at a subscription price corresponding to the share's quota value at the time the shares are subscribed for. Upon maximum allocation of warrants and exercise of all allocated warrants for subscription of shares, a dilution effect of approximately 0.63 percent of the total number of shares and votes in the Company arises, subject to possible adjustment according to the warrant terms. The dilution effect has been calculated as the number of additional shares and votes in relation to the number of existing plus additional shares and votes.
In addition, in accordance with the 2025 Annual General Meeting’s resolution regarding LTIP 2025, a bonus programme corresponding to LTIP 2025 with cash settlement has been allocated to two (2) participants outside Sweden.
Preparation of the proposal
The proposal has, according to guidelines issued by the Board of Directors, been prepared by the Board of Directors' Remuneration Committee, with the assistance of external advisors. The Remuneration Committee has presented the work to the Board of Directors, after which the Board of Directors has decided to propose that the General Meeting resolves in accordance with the proposal. No employee who may be covered by the Programme has participated in the design of the terms.
Majority Requirements, etc.
The Board of Directors' proposal for a resolution on (A) the implementation of a long-term incentive programme, (B) a directed issue of warrants of series 2026/2030:1, and (C) approval of the transfer of warrants of series 2026/2030:1 constitutes a combined proposal and shall be resolved as one resolution. A valid resolution requires support from shareholders representing at least nine-tenths (9/10) of both the shares voted and the shares represented at the General Meeting.
16. Resolution to authorise the Board of Directors to issue shares
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors – on one or more occasions and for the period until the next Annual General Meeting – to increase the Company’s share capital by issuing new shares to such extent equal to a dilution of not more than 10 percent of the shares outstanding at the time of the notice of the Annual General Meeting, after full exercise of the hereby proposed authorisation.
New issues of shares may be carried out with deviation from the shareholders’ preferential rights and 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 flexibility of the Board of Directors in connection with acquisitions. Should the Board of Directors resolve on a share issue with deviation from the shareholders’ preferential rights, the reason for this shall be to carry out and finance acquisitions of companies or assets. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made on market terms and conditions.
17. Resolution regarding authorisation for the Board of Directors to resolve on acquisition and transfer of own shares
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, to resolve on the acquisition and transfer of own shares in accordance with the following.
The Board of Directors shall be authorised to resolve on the acquisition of the Company's own shares subject to the following conditions.
The Board of Directors shall further be authorised to resolve on the transfer of own shares subject to the following conditions.
The purpose of the authorisations regarding acquisition and transfer of own shares, and the reason for the deviation from the shareholders' preferential rights, is to provide the Company with the opportunity to use own shares to finance or pay for acquisitions of companies or businesses without delay and in a flexible and cost-efficient manner. The purpose of the authorisation to acquire own shares is also to provide the Board of Directors with the opportunity to adjust the Company's capital structure in order to thereby create increased value for the shareholders.
The Board of Directors' proposal is conditional upon the Swedish Parliament adopting the legislative proposal in Government Bill 2025/26:125 and the legislative amendments proposed therein entering into force. The resolution shall not be valid and may not be executed in the event the Swedish Parliament does not adopt said legislative proposal or the proposed legislative amendments do not enter into force.
18. Resolution on authorisation to make adjustments
The Board of Directors, the CEO or whoever the Board of Directors appoints, are to be authorised to make minor adjustments to resolutions adopted at the General Meeting that may prove necessary for the registration of the resolutions.
Number of shares and votes
As per the date of the Annual General Meeting notification, the total number of shares and votes in the Company is 23,538,721.
Majority requirements
A valid resolution in accordance with items 16 and 17 above requires approval of at least two thirds (2/3) of both the shares voted and the shares represented at the General Meeting. A valid resolution in accordance with item 15 above requires approval of at least nine tenths (9/10) of both the shares voted and the shares represented at the General Meeting.
Disclosures
The Board of Directors and CEO shall, if so requested by a shareholder, and the Board of Directors is of the opinion that this can be done without material damage to the Company, make disclosures on circumstances that might have an effect on assessment of an item on the agenda and circumstances that might affect assessment of the financial situation of the Company. The disclosure obligation also pertains to the Company’s relationship with other group companies and the consolidated financial statements, as well as such circumstances regarding group companies as referred to above.
Other
The Annual Report and the auditor’s report for the financial year 2025 will be made available at the Company’s office on Ryssnäsgatan 8, SE-504 64 Borås, Sweden and on the Company’s website, www.embellencegroup.com, at least three weeks before the Annual General Meeting, together with the Board of Directors’ complete proposals. Further, the Nomination Committee’s proposal and motivated statement will be available at the address and website stated above at least four weeks before the Annual General Meeting. Copies of the documents will be sent to the shareholders who so request it and inform the Company of their postal address.
Processing of personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/ES_PUA_Integritetspolicy_bolagsstammor.pdf.
Borås, April 2026
Embellence Group AB (publ)
Board of Directors