WELCOME TO THE EQT AB ANNUAL SHAREHOLDERS' MEETING 2024

Conditions for participation

Shareholders may choose to participate in, and vote at, the Meeting in person or in advance. Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear") concerning the circumstances on Friday 17 May 2024.

In addition, the shareholders must give notice of their participation in the Meeting:

When giving notice of participation, please state name, personal identification number or corporate registration number, address, telephone number and e-mail address. If you wish to be represented by proxy, this must be notified within the same time and in the same manner as stated above and a power of attorney as well as other relevant supporting documents must be attached.

To be entitled to participate in the Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of Friday 17 May 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed no later than the second banking day after Friday 17 May 2024 are taken into account when preparing the register of shareholders.

Simultaneous translation (Swedish/English and English/Swedish) will be offered at the Meeting venue.

Attendance in person

If you wish to participate in the Meeting in person, you must give notice as instructed above. Registration will commence at 14.00 CEST and fika will be served ahead of the Meeting.

Advance voting

You may exercise your voting rights at the Meeting by voting in advance, so called postal voting. To vote in advance, please use the form for advance voting available on www.eqtgroup.com/AGM. 

If a shareholder has voted in advance and has notified its participation to attend the Meeting at the meeting venue, the vote cast in advance is still valid to the extent that the shareholder does not participate in a voting procedure at the Meeting or otherwise withdraws the advance vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the previously submitted advance vote with regard to the relevant item on the agenda.

The completed and signed advance voting form must be received by Computershare AB (administering the forms on behalf of EQT) no later than Tuesday 21 May 2024, either by using BankID, by e-mail to [email protected] (with reference "EQT AGM 2024") or by mail to Computershare AB, "EQT AGM 2024", Box 5267, SE-102 46 Stockholm, Sweden. If the shareholder votes in advance by proxy, the power of attorney shall be enclosed to the form or submitted in accordance with the instructions in the form. If the shareholder is a legal entity, a registration certificate or a relevant supporting document shall be enclosed to the form or submitted in accordance with the instructions in the form. The shareholder may not add any specific instructions or conditions in the voting form. If so, the vote will be invalid.

Further instructions and conditions are included in the form for advance voting.

Webcast

Shareholders as well as non-shareholders have the opportunity to follow the Meeting online via a link that will be available on EQT's website, www.eqtgroup.com/AGM. For persons following the Meeting online, simultaneous translation will be offered via subtitles. It is not possible to exercise any shareholder rights via the webcast.

Questions and shareholders' right to receive information

The shareholders are reminded of their right to receive information from the Board and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Requests for such information may be submitted in advance by e-mail to [email protected] or by mail to EQT AB, "AGM 2024", Box SE-164 09 Stockholm, Sweden.

Shares and votes

As per the date of this notice, EQT's share capital amounts to approximately SEK 125,335,166 represented by 1,245,929,967 shares divided into 1,245,048,412 ordinary shares and 881,555 class C shares. Ordinary shares carry one vote while class C shares carry 1/10th vote. As per the time of this notice, EQT holds 60,574,829 own ordinary shares, corresponding to 60,574,829 votes, which cannot be represented in the Meeting.

Proposed agenda

1.  Opening of the Meeting

2.  Election of chairperson of the 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 of the Meeting

6.  Determination of whether the Meeting has been duly convened

7.  Presentation by the CEO

8.  Presentation of the annual report as well as the consolidated financial statements and the auditors' report

9.  Resolution regarding adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet

10.  Resolution regarding allocation of EQT's profit in accordance with the adopted balance sheet

11.  Resolution regarding discharge of liability for the Board members and the CEO

12.  Resolution on: 

a.  the number of Board members who shall be appointed by the Meeting

b.  the number of auditors and deputy auditors who shall be appointed by the Meeting

13.  Resolution on: 

a.  fees to the Board members

b.  transfer of own shares to Board members

c.  fees to the auditors

14.  Election of Board members and Chairperson of the Board       

a.  Conni Jonsson, re-election

b.  Brooks Entwistle, re-election

c.  Diony Lebot, re-election

d.  Gordon Orr, re-election

e.  Marcus Wallenberg, re-election

f.  Margo Cook, re-election 

g.  Richa Goswami, new election

h.  Chairperson of the Board: Conni Jonsson, re-election

15.  Election of auditors and deputy auditors

16.  Resolution on principles for appointment of the nomination committee

17.  Presentation of the Board's remuneration report for approval

18.  Resolution on guidelines for remuneration to executive management

19.  Resolution on authorization for the Board to issue shares, convertible bonds and warrants

20.  Resolution on authorization for the Board to resolve on repurchase of own shares

21.  Resolution on reduction of the share capital through cancellation of ordinary shares held in treasury and on increase of the share capital through a bonus issue

22.  Closing of the Meeting

The Board's proposals

Item 10 – Allocation of EQT's profit in accordance with the adopted balance sheet

The Board proposes a dividend to the shareholders of SEK 3.60 per share for the fiscal year 2023. The dividend is proposed to be paid out in two installments. At the first installment, SEK 1.80 with record date 29 May 2024. At the second installment, SEK 1.80 with record date 2 December 2024. Should the Meeting resolve in favor of the proposal, payment of the dividend is expected to be facilitated by Euroclear on 3 June 2024 and on 5 December 2024, respectively.

Item 18 – Guidelines for remuneration to executive management

The Board proposes that the Meeting adopts the following guidelines for remuneration to the CEO and other members of the Executive Committee.

Guidelines for executive remuneration (remuneration policy)

The CEO and other members of the Executive Committee (executive management) fall within the provisions of these guidelines. To the extent a Board member conducts work for EQT, in addition to the board work, consulting fees and other compensation for such work may be paid. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual Shareholders' Meeting 2024. These guidelines do not apply to any remuneration separately decided or approved by the shareholders' meeting.

EQT has a clear remuneration philosophy (including for variable cash) applicable across the whole group which also governs the remuneration to the Executive Committee and links compensation to the EQT AB Group's business strategy, sustainability, long-term interests and long-term value growth for its shareholders.

Most important is to incentivize fund performance and ensure aligned interest with our limited partners in the EQT funds, EQT AB's shareholders as well as EQT's long term approach. EQT is a performance driven organization focused on long-term value creation in line with our culture. Team performance and individual performance are important – therefore we reward both. Performance is key to our success and we award higher performance with higher compensation.

To be able to achieve the business goals, EQT needs to be able to attract and retain world class talent suitable for each role. To achieve this, EQT applies market competitive total compensation.

EQT compensates locally based on geography and in line with local practice and regulations, taking into account, to the extent possible, the overall purpose of these guidelines.

The principles in these guidelines enable EQT AB to offer the Executive Committee a competitive total remuneration.

For more information regarding the EQT AB Group's business strategy, please see EQT AB's webpage,www.eqtgroup.com.

Share-related incentive programs

The EQT Share Program and the EQT Option Program are implemented in the EQT AB Group. The programs were resolved by the Annual Shareholders' Meeting 2023 and are therefore excluded from these guidelines. The EQT Option Program includes members of the Executive Committee in EQT AB. The performance criteria used to assess the outcome of the EQT Option Program are tied to the individual's current role scope and contribution to EQT's performance through value creation and future proofing, the share price development, adding value to the wider EQT Platform as well as impact on delivering on EQT's sustainability ambitions. The participants will receive employee stock options free of charge, with an exercise period occurring during a one-month period. Each employee stock option entitles the participant to acquire one ordinary share in EQT AB at a price corresponding to the price per ordinary share as of the date of grant, subject to a net strike mechanism, cap on the gain per employee stock option and customary recalculation mechanisms. For the EQT Share Program, the performance targets are tied to the EQT AB Group's financial targets, EQT's general competitiveness, the individual meeting or exceeding EQT's highly set expectations on adding value to the EQT Platform as well as impact on delivering on EQT's sustainability ambitions. The program includes Partners and senior employees, members of the Executive Committee are generally not participants of the EQT Share Program. The participants invest a variable amount (financed by EQT) in ordinary shares after a performance year, whereupon an approximately three-year holding period follows. The Annual Shareholders' Meeting 2019 also resolved on an EQT Share Program, under which no new investments in EQT AB shares are made, with holding periods until 2026. For more information regarding the EQT Share Program and EQT Option Program, including the criteria which the outcome depends on, please see EQT AB's remuneration report, available on eqtgroup.com/shareholders/.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed remuneration, variable cash remuneration, pension benefits and other benefits. The shareholders' meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed remuneration

The fixed remuneration, i.e. base salary, should be competitive and reflect responsibility and performance.

Variable remuneration

The satisfaction of criteria for awarding variable cash remuneration, within the EQT Bonus program, shall be measured over a period of one year. The variable cash remuneration may amount to no more than 200 percent of the annual base salary.

The EQT Bonus program consists of a performance assessment of the business as well as an individual performance assessment. Important business performance factors determining the size of the bonus is the success of the underlying business measured by business performance in the funds (investments and exits as well as portfolio and fund performance), business profitability, fundraising, sustainability as well as organizational development. The individual performance is assessed versus agreed targets as well as meeting, exceeding or not meeting high set individual performance expectations for the individual in the current role.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee shall be responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other members of the Executive Committee, the CEO shall be responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by EQT AB.

The Executive Committee partly consists of owners of EQT AB. Owners that owned above 1.5 percent of the shares of EQT AB at IPO or at relevant acquisition may not be comprised by the EQT Bonus program, i.e. variable cash remuneration, nor any of the relevant share-related incentive programs. Therefore, total remuneration for part of the Executive Committee consists of base salary, pension benefits and other benefits.

Pension

All members of the Executive Committee shall be covered by defined contribution pension plans, for which pension premiums shall be based on the members' base salary and paid by the company during the period of employment. For current members of the Executive Committee pension contributions shall be based on base salary and follow contribution levels in accordance with local market practice, except for the application of a cap. For Sweden, this means that it shall be comparable to the old BTP-plan with a contribution cap for base salary exceeding 40 Income base amounts. The pension premiums shall amount to no more than 25 percent of the annual base salary.

Other benefits

Other benefits, such as insurances (health, life, travel), sports contributions or occupational health services, should be payable to the extent this is considered to be in line with market conditions in the market concerned. Premiums and other costs relating to such benefits may amount to no more than 25 percent of the annual base salary. Executive Committee members who relocate for the purposes of the position or who work in other multiple countries may also receive such remuneration and benefits as are reasonable to reflect the special circumstances associated with such arrangements, taking into account the overall purpose of these guidelines and alignment with the general policies and practices within EQT AB Group applicable to cross border work.

Recommendation to invest in EQT AB shares

The Board recommends each Executive Committee member (who do not already have such holding) to acquire, over a three-year period, EQT AB shares or similar instruments corresponding to at least one year's base salary, before taxes and excluding other remuneration.

Termination of employment and terms for severance pay for the CEO

A twelve month notice period will apply if notice is given by the CEO or EQT AB. The CEO's employment terms include a non-competition clause. If used, this would entitle the employee to an additional compensation corresponding to a maximum of twelve months' salary, however, reduced by any remuneration paid by a new employer.

Termination of employment and terms for severance pay for senior executives

In the event of notice being given by the EQT AB Group, a notice period of nine months applies, while in the event of notice being given by the senior executive a period of notice of six months applies. The senior executives' employment terms also include a non-competition clause. If used, this entitles the employee to an additional compensation corresponding to a maximum of nine months' salary, however, reduced by any remuneration paid by a new employer. Base salary during the notice period and severance pay may not together exceed an amount corresponding to the base salary for eighteen months. When termination is made by the executive, the notice period may not exceed six months, without any right to severance pay.

Salary and employment conditions for employees taken into account during preparations of these guidelines

In the preparation of the Board's proposal for these remuneration guidelines, salary and employment conditions for employees of the EQT AB Group 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 committee's and the Board's basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

The decision-making process to determine, review and implement the guidelines

The Board has established a remuneration committee. The committee's tasks include preparing the Board's decision to propose guidelines for executive remuneration. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the shareholders' meeting. The guidelines shall be in force until new guidelines are adopted by the shareholders' meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the Executive Committee, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the EQT AB Group. The current members of the remuneration committee are independent of EQT AB and its Executive Committee. The CEO and other members of the Executive Committee do not participate in the Board's processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Deviation from the guidelines

The Board may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there may be special cause for the deviation and a deviation should be necessary to serve the EQT AB Group's business strategy, sustainability, long-term interests and long-term value growth for its shareholders, or to ensure the EQT AB Group's financial viability. As set out above, the remuneration committee's tasks include preparing the Board's resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.

Description of material changes to the guidelines and how the views of shareholders' have been taken into consideration

Compared to the guidelines previously adopted the following material changes have been made, the guidelines have been adjusted to ensure that suitable compensation can be provided in case of relocations and cross-border work, which is important considering the EQT AB Group's global operations.

Item 19 – Authorization for the Board to issue shares, convertible bonds and warrants

The Board proposes that the Meeting resolves to authorize the Board to, during the period until the next Annual Shareholders' Meeting, on one or more occasions, resolve upon issuances of new shares, convertible bonds and/or warrants to be paid in cash, by way of set-off and/or in kind. Shares, convertible bonds and/or warrants may be issued without preferential rights for the shareholders of EQT AB. The number of shares, convertible bonds and/or warrants issued may not correspond to a dilution of more than 10 percent of the total number of shares as of the first exercise of the proposed authorization, after full exercise of the hereby proposed authorization.

The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses or parts thereof, as well as to increase financial flexibility for EQT and broaden the shareholder base. Any issue of new shares resolved upon pursuant to this authorization shall be made at market terms and conditions, taking into account the transaction as a whole. Warrants may be issued free of charge.

The Group General Counsel, Corporate, of EQT AB is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Item 20 – Authorization for the Board to resolve on repurchase of own shares

The Board proposes that the Meeting resolves to authorize the Board to decide on purchases of the company's own ordinary shares as follows:

The Board is authorized to make purchases of the company's ordinary shares on as many occasions as it deems appropriate during the period up to the Annual Shareholders' Meeting 2025. The number of shares purchased must at no time result in the company's holding exceeding 10 percent of all the shares in the company.

The purchases are to be made on Nasdaq Stockholm or in accordance with an offer to acquire shares directed to all shareholders of the same share class or through a combination of these two alternatives. Acquisition of shares on Nasdaq Stockholm shall be made at a price per share within the price interval applicable at the time of acquisition. Acquisitions of shares by way of offers to acquire shares directed to all the company's shareholders of the same share class shall be made at an acquisition price which is no more than 15 percent above the prevailing market price and no less than SEK 0.

The purposes of the authorization are to enable the Board to adjust the company's capital structure, enable acquisitions of companies and business operations where payment is made with own shares, deliver shares to Board members as Board fee in accordance with items 13a-b as well as mitigate the dilution impact from the company's incentive programs and acquisitions made by EQT.

Item 21 – Reduction of share capital through cancellation of ordinary shares held in treasury and increase of share capital through bonus issue

The Board proposes that the Meeting resolves to reduce the share capital, for allocation to non-restricted equity, by canceling 3,923,000 ordinary shares held in treasury by EQT, through which the share capital decreases by SEK 394,636.84. The purpose of the reduction is to cancel ordinary shares held in treasury to, over time, off-set the dilution impact from shares delivered to participants in EQT's Share and Option Incentive Programs.

To restore the share capital following the decrease in the share capital, the Board proposes that the Meeting at the same time resolves to increase the share capital by SEK 394,636.84 through a bonus issue without issuing new shares, whereby the amount is to be transferred from non-restricted equity.

Statement pursuant to Chapter 20 Section 13 of the Swedish Companies Act:

The effect of the Board's proposal to decrease the share capital is that the share capital and restricted equity decrease by SEK 394,636.84. The effect of the Board's proposal to increase the share capital through a bonus issue is that the share capital and restricted equity increase by SEK 394,636.84. Therefore, and overall, there is no decrease in the share capital or restricted equity.

The nomination committee's proposals

The nomination committee, consisting of Jacob Wallenberg (appointed by Investor AB and Chairperson of the nomination committee), Harry Klagsbrun (appointed by Bark Partners AB), Cynthia Lee (appointed by Jean Eric Salata), Anders Oscarsson (appointed by AMF Pension & Funds) and Conni Jonsson (Chairperson of the Board), jointly representing approximately 37 percent of the voting rights for all the shares in EQT as of 31 August 2023, proposes the following:

Item 2 – The chairperson of the Meeting

Attorney Charlotte Levin or, in case she is prevented, the person assigned by the nomination committee instead.

Item 12a – The number of Board members who shall be appointed by the Meeting

Seven Board members without deputy Board members, conditional upon that necessary regulatory approvals from the Netherlands Authority for the Financial Markets, the Swedish Financial Supervisory Authority and the Swedish Corporate Registration Office with respect to Richa Goswami are obtained no later than 31 October 2024 (the "Approvals"), and otherwise six Board members without deputy Board members.

Item 12b – The number of auditors and deputy auditors who shall be appointed by the Meeting

One registered auditing company as auditor and no deputy auditors.

Item 13a – Fees to the Board

A total compensation to the Board of EUR 1,375,500 (1,343,640), to be allocated as follows:

Should the Approvals not be obtained for Richa Goswami, the total compensation to the Board will instead be EUR 1,237,000.

The aforementioned compensation to the Board shall, provided that the majority requirement under item 13b is met, be paid in shares at the end of the mandate period. The number of shares to be transferred shall equal the total compensation each Board member is entitled to receive, less applicable Swedish taxes that would have been withheld if the Board compensation would have been paid in cash, divided by the share price. In the event the compensation does not correspond to the value of a full share, any remaining compensation shall lapse.

Should the majority requirement for item 13b below not be met or to the extent, for whatever reason, the compensation cannot be paid in shares, the compensation is to be paid in cash.

The nomination committee recommends that each Board member in EQT AB holds shares corresponding to at least 50% of the EQT AB shares received as Board and Committee fees, after tax, during the Board member's tenure.

Item 13b – Transfer of own shares to Board members

The nomination committee proposes that the Meeting resolves that ordinary shares that EQT AB holds shall be transferred to Board members to set off the claim the Board members have on Board compensation pursuant to item 13a. The number of ordinary shares that may be transferred may amount to not more than 100,000. The shares shall be transferred to the Board members the trading day before the next Annual Shareholders' Meeting. The price for the shares shall be the volume weighted average share price of EQT AB's share on Nasdaq Stockholm ten trading days before the day of the transfer and using the average exchange rate during the same time period.

Item 13c – Fees to the auditors

Auditors' fees are proposed to be paid upon approval of their invoice.

Item 14 – The Board members and Chairperson of the Board

The following persons are proposed for re-election as Board members for the period until the end of the Annual Shareholders' Meeting 2025: Conni Jonsson, Brooks Entwistle, Diony Lebot, Marcus Wallenberg, Margo Cook and Gordon Orr. Conni Jonsson is proposed to be re-elected as Chairperson of the Board.

Richa Goswami is proposed for election as new Board member for the period until the end of the Annual Shareholders' Meeting 2025, conditional upon the Approvals being obtained.

Item 15 – The auditors and deputy auditors

The registered auditing company KPMG AB is proposed to be re-elected as auditor for the period until the end of the Annual Shareholders' Meeting 2025. KPMG AB has informed that, subject to the approval of the proposal from the nomination committee regarding auditor, authorized public accountant Håkan Olsson Reising will continue to be the auditor in charge for the audit. The nomination committee's proposal is consistent with the audit committee's recommendation.

Item 16 – Principles for appointment of the nomination committee

The nomination committee proposes that the Meeting resolves on changes to the principles for appointment of the nomination committee.

Principles for appointment of a nomination committee in EQT AB (the "Company").

Unless specific reasons suggest otherwise, the existing composition of the nomination committee shall, however, remain unchanged if such change in the ownership in the Company is only marginal or occurs during the three-month period prior to the annual shareholders' meeting. If a shareholder/EQT Foundation otherwise should have the right to appoint a member due to a material change in the ownership of the Company at any time during the three-months period prior to the annual shareholders' meeting, such shareholder/EQT Foundation shall, in any event, have the right to take part in the work of the nomination committee and participate in its meetings.

5. If a member resigns from the nomination committee before his or her work is completed, the shareholder (pursuant to section 1 or section 2) who has appointed such member shall appoint a new member, unless section 4 is applicable.

6. A shareholder (pursuant to section 1 or section 2) who has appointed a member to the nomination committee shall have the right to dismiss such member and appoint a new member.

7. Changes to the composition of the nomination committee shall be disclosed publicly as soon as possible.

8. The nomination committee's appointment ends when the next nomination committee has been appointed.

9. If needed, the Company shall reimburse reasonable costs which the nomination committee deems necessary in order for the nomination committee to fulfill its assignment.

10. These instructions shall apply until further notice.

Majority rules

The Board's proposals under items 19, 20 and 21 on the agenda are subject to the approval at the Meeting with at least two-thirds (2/3) of both the votes cast and of the shares represented at the Meeting. The nomination committee's proposal under item 13b on the agenda is subject to the approval at the Meeting with at least nine tenths (9/10) of both the votes cast and of the shares represented at the Meeting.

Further information

Information about all persons proposed as Board members and the nomination committee's motivated statement regarding the proposal for the Board can be found on EQT's website: www.eqtgroup.com/AGM. 

The annual report, the remuneration report and other documents are available at EQT's head office at Regeringsgatan 25 in Stockholm, Sweden and on EQT's website: www.eqtgroup.com/AGM. These documents, together with information regarding the persons proposed as Board members, information about the proposed auditor and the nomination committee's motivated statement are presented by being available on EQT's website and at EQT's head office in accordance with the above. They will also be sent free of charge to the shareholders who so request and state their postal address.

Proxy forms for shareholders who wish to vote by proxy are available on EQT's website: www.eqtgroup.com/AGM, and will be sent free of charge to the shareholders who so request and state their postal address.

EQT's registration number is 556849-4180, and its registered office is in Stockholm, Sweden.

For information on how personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_______________

Stockholm, April 2024

EQT AB (publ)

The Board

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/eqt/r/welcome-to-the-eqt-ab-annual-shareholders--meeting-2024,c3966426

The following files are available for download:

View original content:https://www.prnewswire.co.uk/news-releases/welcome-to-the-eqt-ab-annual-shareholders-meeting-2024-302125701.html