ANNUAL GENERAL MEETING IN CONCENTRIC

Tue, Mar 19, 2024 08:30 CET

The Concentric AB board of directors has resolved to convene an annual general meeting of shareholders to be held Thursday, April 18, 2024. Further details on the proposals can be found in the notice convening the meeting, below.

The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days.

Annual general meeting in concentric AB

The annual general meeting of Concentric AB will be held at 13.00 CET on Thursday, April 18, 2024 at Klara Strand, S:ta Clara, Klarabergsviadukten 90, in Stockholm. Registration begins at 12.30 CET.

The board has resolved, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the company’s articles of association, that shareholders shall have the right to exercise their voting rights by postal voting prior to the general meeting. Consequently, shareholders may choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting.

Right to attend and notification to the company

Shareholders wishing to attend the general meeting must:

be recorded as shareholders in the share register maintained by Euroclear Sweden AB, as of Wednesday, April 10, 2024; and
notify the company of their intention to participate in the general meeting no later than on Friday, April 12, 2024.

Notice may be submitted in writing to the company at the address Concentric AB, ”Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by phone to +46 8 402 91 33 business days between 9.00 CET and 16.00 CET, on the company’s website, www.concentricab.com or by e-mail to GeneralMeetingService@euroclear.com. On giving notice of attendance, the shareholder should state the shareholder’s name (company name), personal identity number (corporate identity number), address, telephone number and number of shares. The registration procedure described above also applies to registration for any advisors. A shareholder that exercises its voting rights through a postal voting form does not have to send in a separate notice of participation, see below under postal voting.

Nominee registered shares

In order to participate in the general meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares owner-registered with Euroclear Sweden AB as of Friday, April 12, 2024 and the bank or broker should therefore be notified in due time before said date. This registration may be made temporarily.

Postal voting

The shareholders may exercise their voting rights at the general meeting by postal voting. A special form shall be used for postal voting. The form is available on the company’s website www.concentricab.com. The voting form can also be obtained from the company or by contacting Euroclear Sweden AB at the contact information above. For the items on the agenda where the board or the nomination committee have submitted proposals, it is possible to vote Yes or No, which is clearly stated in the postal voting form. A shareholder can also abstain from voting on any item.

The completed voting form must be received by the company no later than on Friday, April 12, 2024. The postal voting form is valid as a notification to the general meeting. Shareholders can, through verification with BankID, cast their postal vote electronically via Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy?sprak=1. Such electronic votes must be submitted no later than Friday, April 12, 2024.

The completed form, including any appendices, must be sent by e-mail to GeneralMeetingService@euroclear.com or alternatively by post in original to Concentric AB, ”Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. If the shareholder is a legal entity, a registration certificate or an equivalent authority document, shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy.

The shareholder may not provide special instructions or conditions in the voting form. If so, the postal vote is invalid in its entirety. Further instructions and conditions are included in the postal voting form.

Proxy and proxy form

Anyone who does not attend the general meeting in person may exercise their right at the general meeting via a proxy in possession of a signed and dated form of proxy. The same applies if a shareholder exercises its voting rights by postal voting. Forms of proxy are available on the company’s website www.concentricab.com. The form of proxy may also be obtained from the company or by contacting Euroclear Sweden AB at contact information above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the general meeting, forms of proxy, registration certificates and other documentary authority must be received by the company well in advance before the general meeting.

Proposed agenda

Opening of the general meeting
Election of chair of the general meeting
Drawing up and approval of the voting list
Approval of the agenda
Election of one or two persons to approve the minutes
Determination of whether the general meeting was duly convened
The CEO’s report
Presentation of the annual report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report
Resolutions on:
1. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
2. appropriation of the company’s result according to the adopted balance sheet and on record date for dividend; and
3. discharge of personal liability for the board members and the CEO for the financial year 2023
Resolution on the number of board members
Resolution on fees to the board members and the auditor
Election of the board members and chair of the board
Election of auditor
Resolution on adoption of instruction for the nomination committee
Resolution on approval of remuneration report
Resolution on performance based incentive programme (LTI 2024)
Resolution on a directed issue of warrants and approval of transfer of warrants
Resolution on:
1. authorisation for the board to resolve on acquisition of own shares;
2. authorisation for the board to resolve on transfer of own shares; and
3. transfer of own shares to participants in LTI 2024
Closing of the general meeting

Proposed resolutions

Election of chair of the general meeting (item 2)

The nomination committee proposes that Anders Nielsen, or if he is prevented from attending, the person the nomination committee proposes in his place, be elected chair of the general meeting.

Resolution on appropriation of the company’s result according to the adopted balance sheet and on record date for dividend (item 9.b)

The general meeting has at its disposal profits carried forward of SEK 1,943,620,000, which is increased with the net profit for the year of SEK 683,209,000. Thus, the general meeting has in total a non-restricted equity of SEK 2,626,829,000 at its disposal.

The board proposes a dividend for the financial year 2023 of SEK 4.25 per share and that the remaining balance is carried forward.

As record date for the dividend the board proposes Monday, April 22, 2024. Subject to the resolution by the general meeting in accordance with this proposal, the cash dividend is expected to be distributed by Euroclear Sweden AB on Thursday, April 25, 2024.

Resolution on the number of board members (item 10)

The nomination committee proposes that the board shall be composed of eight board members elected at the general meeting, with no alternates, for the period until the next annual general meeting.

Resolution on fees to the board members and the auditor (item 11)

Fees to the board members for the time until the next annual general meeting are proposed to be paid as follows. The chair of the board shall receive SEK 970,000 (previously SEK 900,000) and other board members shall receive SEK 390,000 (previously SEK 375,000) each. In addition, the chair of the remuneration committee shall receive SEK 130,000 (previously SEK 125,000) and member of the remuneration committee shall receive SEK 52,000 (previously SEK 50,000). Further, the nomination committee proposes that the chair of the audit committee shall receive SEK 185,000 (previously SEK 175,000) and member of said committee shall receive SEK 78,000 (previously SEK 75,000).

Fees to the auditor for services performed are proposed to be paid against, by the company, approved current account.

Election of the board members and chair of the board (item 12)

The nomination committee proposes re-election of the board members Karin Gunnarsson, Anders Nielsen, Martin Sköld, Claes Magnus Åkesson, Petra Sundström and Joachim Rosenberg, and the election of Frida Norrbom Sams and Mark Williamson as board members until the next annual general meeting. It is proposed that Anders Nielsen be re-elected chairman of the board until the next annual general meeting. Current board member Susanna Schneeberger has informed the nomination committee that she declines re-election.

Frida Norrbom Sams (born 1971) has been Group CEO of Hydroscand Group since 2019 and has previously held senior positions at NKT, Husqvarna and Sanitec. She is also a member of the board in Beijer Ref AB.

Mark Williamson (born 1960) is General Manager HVAC EMEA at SPX Cooling Technologies, Inc. Mark Williamson's previous assignments include the roles as VP Operations & Services, and General Manager Australasia, at Aereon, and Global Aftermarket Director at Gardner Denver, a KKR & Co – owned company.

Information about the proposed board members can be found on the company’s website www.concentricab.com.

Election of auditor (item 13)

The nomination committee proposes that the company shall have one auditor with no alternate. The nomination committee proposes, according to the audit committee’s recommendation, re-election of the registered accounting firm KPMG AB as the company’s auditor until the end of the annual general meeting 2025. KPMG AB has notified the company that Joakim Thilstedt, authorised public accountant, will continue to be the auditor-in-charge of the company.

Resolution on adoption of instruction for the nomination committee (item 14)

The nomination committee proposes that the general meeting resolve to adopt instructions for the nomination committee in accordance with the following proposal.

The nomination committee shall consist of one member appointed by each of the four largest shareholders by votes, based on the shareholdings as of 31 August each year, and the chairman of the board as an adjunct member. The chairman of the board shall as soon as possible after the end of August enable the four largest shareholders to form the nomination committee. The names of these four members and the names of the shareholders whom they are appointed by, shall be announced no later than six months before an annual general meeting. If any of the four largest shareholder declines to participate in the nomination committee, the next largest shareholder is entitled to appoint a member of the nomination committee.

The members’ term of office shall end when a new nomination committee has been appointed. Provided that the members of the nomination committee do not agree otherwise, the member representing the largest shareholder by votes shall be appointed chairman of the nomination committee.

Should a shareholder that has appointed a member of the nomination committee, during the term of office of the nomination committee, no longer be one of the four largest shareholders by votes, and the shareholder that has become one of the four largest shareholders requests to become a member of the nomination committee, the member that has been appointed by the shareholder no longer being one of the four largest shareholders shall resign from its assignment and the shareholder that at such time has become one of the four largest shareholders shall appoint its member for the nomination committee. However, the composition of the nomination committee shall not be changed should the change in ownership only be marginal or should the change in ownership occur later than two months prior to an annual general meeting. A shareholder that has appointed a member of the nomination committee shall during the term of office be entitled to replace such member by a new member of the nomination committee.

The nomination committee is to propose candidates for the post of chairman and other members of the board, fees and other remuneration to each member of the board and propose chairman of the annual general meeting. The nomination committee is also to present proposals on the election and remuneration of the statutory auditor.

No remuneration is to be paid to the members of the nomination committee. However, if required, the company shall bear the costs considered necessary by the nomination committee in order to fulfil its assignment.

This instruction for the nomination committee is proposed to remain in force until further notice.

Resolution on approval of remuneration report (item 15)

The board proposes that the general meeting resolves to approve the board’s report on remuneration pursuant to Chapter 8, Section 53a of the Swedish Companies Act.

Resolution on performance based incentive programme (LTI 2024) (item 16)

General

The board believes that an incentive programme that is connected to the company’s profits, and at the same time its increase in value, will award and foster the long-term growth of the company. Further, an incentive programme will contribute to the ability of the company to retain and recruit key employees within the group.

Considering the above, the board proposes a long-term performance based incentive programme (”LTI 2024”) under which senior executives and key employees will be entitled to receive performance shares that entitle the participants to receive shares in the company under the terms and conditions set out below. The board’s intention is that the incentive programme will run over a long-term period, thus the board intends to propose the general meeting in the coming years to resolve upon similar incentive programmes.

To be able to implement LTI 2024 in a cost-efficient and flexible manner, the board has considered various methods for transferring shares under LTI 2024, such as repurchase and transfer of own shares to participants in LTI 2024, transfer of warrants entitling to subscription of new shares, or share swap agreement with a third party. The board has also taken into consideration that delivery of shares under LTI 2024 will be made no earlier than 2027. In order to retain full flexibility, the board proposes that shares can be delivered with any of the above three alternate methods (in accordance with the proposals below and the board’s proposal on directed issue and transfer of warrants and the board’s proposal on acquisition and transfer of own shares to participants in LTI 2024, with the right for the board to combine or choose any of the methods.

The proposal

Concentric has implemented LTI programmes on an annual basis since 2012. The LTI programmes have enabled Concentric to offer a competitive total reward package necessary to attract and retain employees who are critical to Concentric’s ongoing success.

The board proposes that the general meeting resolve on the implementation of a long-term incentive programme, LTI 2024, principally based on the following conditions and principles.

LTI 2024 shall comprise the CEO, up to 11 senior executives and 25 other key employees (total of 37 employees).
Each participant will free of charge receive a performance share award under LTI 2024 (“LTIP Award”) entitling the participant to receive an allocation of a number of Concentric shares free of charge from Concentric or from a designated third party, subject to the satisfaction of the performance conditions set out under the heading “Performance criteria” below, as well as the condition in item 5 below (“Performance Shares”).
Any Performance Shares will be allocated after the expiration of the three-year vesting period, which begins on the date decided by Concentric and notified to the participant in LTI 2024 and continues until the day of publication of the interim report for Q1 of the 2027 financial year (the “Vesting Period”). Offer of participation in LTI 2024 can be offered up to and including May 31, 2024.
Within LTI 2024, the value of the underlying shares at the time of grant in respect of each LTIP Award will amount to (i) for the CEO a value of up to 100 per cent of his annual base salary, (ii) for 11 other senior executives a value of up to 40 per cent of their respective annual base salary, and (iii) for a total of 25 other key employees a value of up to 20 per cent of their respective annual base salary. References to the annual base salary means the participant’s base salary effective from April 1, 2024.The share price used to calculate the value of the underlying shares in respect of each LTIP Award, and hence the number of shares to which each LTIP Award entitles, shall be SEK 166.10 (“Input Value”), which equals to the average of each trading day’s volume weighted average share price on Nasdaq Stockholm during the period from February 8, 2024, to February 21, 2024, (inclusive) rounded to the nearest ten öre.
Receiving the Performance Shares is subject to the participant remaining employed in the Concentric group (with certain exceptions decided by the board) throughout the three-year lock-up period, thus up to and including the date of receiving the Performance Shares.
The board shall be authorised to resolve on a premature allocation of the Performance Shares (i) if a person, alone or together with related parties, acquires such number of shares in the company that it, in accordance with applicable rules, gives rise to an obligation to announce a mandatory offer to acquire all outstanding shares in the company or (ii) for individual participants based on individual circumstances, or (iii) if premature allocation is otherwise deemed to be suitable or appropriate, taking into account performance achieved to the date of premature allocation.
The number of Performance Shares that may be transferred to participants in LTI 2024 may be recalculated due to a bonus issue, share split, rights issue and/or any similar event, by applying the recalculation principles applicable on the warrants proposed to the general meeting under the board’s proposal on directed issue of warrants. In addition, the board may adjust the performance criteria due to circumstances affecting comparability of key figures, e.g. non-recurring events such as acquisitions, divestments and similar.
The board shall decide on the detailed terms and conditions of LTI 2024. The board shall be entitled to deviate from or adjust the terms and conditions as a result of local regulations and practice.
LTI 2024 comprises a maximum of 154,260 Performance Shares.

Performance criteria

The portion (if any) of an LTIP Award that will vest at the end of the Vesting Period is based on and subject to the satisfaction of the performance conditions set out below during the 2024, 2025, and 2026 financial years, i.e. during the period January 1, 2024, up to and including December 31, 2026 (“Performance Period”). The percentage weighting between the different performance conditions is stated below and the outcome for each performance condition will be determined individually. This means, inter alia, that all performance conditions do not have to be fulfilled for allocation of Performance Shares to take place.

Earnings per share

40 per cent of the allocation under an LTIP Award will depend on the accumulated earnings per Concentric share (“EPS”) during the Performance Period. The Board of Directors will determine a minimum and maximum level, which will be disclosed after expiry of LTI 2024. If the minimum level is reached, an allocation of 25 per cent related to EPS will occur. If the maximum level is reached or exceeded, a full allocation related to EPS will occur. If the outcome is between the minimum level and the maximum level, a linear allocation related to EPS will occur. If the minimum level is not reached, no allocation related to the EPS will occur.

Return on capital employed

40 per cent of the allocation under an LTIP Award will depend on the average return on capital employed (“ROCE”) during the years covered by the Performance Period. The Board of Directors will determine a minimum and maximum level, which will be disclosed after expiry of LTI 2024. If the minimum level is reached, an allocation of 25 per cent related to ROCE will occur. If the maximum level is reached or exceeded, a full allocation related to ROCE will occur. If the outcome is between the minimum level and the maximum level, a linear allocation related to ROCE will occur. If the minimum level is not reached, no allocation related to the ROCE will occur.

Sustainability

20 per cent of the allocation under an LTIP Award will depend on the revenue from the sale of electrical products as a percentage of total group revenue (“ESG Target”) at the end of the final year of the Performance Period. The Board of Directors will determine a minimum and maximum level, which will be disclosed after expiry of LTI 2024. If the minimum level is reached, an allocation of 25 per cent related to the ESG Target will occur. If the maximum level is reached or exceeded, a full allocation related to ESG Target will occur. If the outcome is between the minimum level and the maximum level, a linear allocation related to ESG Target will occur. If the minimum level is not reached, no allocation related to the ESG Target will occur.

Authorisation to enter into a swap agreement

The company’s supply of shares to the participants under LTI 2024 may be made by instructing a third party to deliver Concentric shares under a swap agreement.

In accordance with this, the board proposes that the general meeting resolve to authorise the board to enter into a swap agreement regarding own shares. Thus, it is proposed that the financial exposure of LTI 2024 may be hedged by the company entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer Concentric shares to participants in LTI 2024.

Costs

The LTI 2024 may result in annual costs of no more than MSEK 8.5 for the company if the performance criteria are fully met, and an annual 15 per cent share price growth is assumed. In addition to this, social security charges will apply upon allocation of the Performance Shares, in the year 2027. Social security charges may amount to no more than MSEK 1.8 annually, based on the above assumptions.

Preparation of the matter

The board’s proposal on LTI 2024 has been prepared by the board.

Resolution on a directed issue of warrants and approval of transfer of warrants (item 17)

The board proposes that the general meeting resolve on a directed issue of warrants with the right to subscribe for new shares in the company, in accordance with the below proposal.

The board’s proposal entails that the general meeting shall decide on a directed issue of 154,260 warrants with the right to subscription of new shares in the company, principally in accordance with the following conditions.

The warrants are issued free of charge. Each warrant will give the right to subscribe for one new share in the company, thus the share capital of the company can increase with a maximum of SEK 391,820.4 if the warrants are fully utilised.
The right to subscribe for warrants shall, with a deviation from the shareholders’ preferential rights, be granted the company’s fully owned subsidiary Concentric Skånes Fagerhult AB.
Subscription to the warrants shall be made no later than June 30, 2024, with the board reserving the right to extend this time limit.
The warrants can be exercised to subscribe for shares in the company from the registration of the warrants with the Swedish Companies Registration Office and up to and including December 31, 2027.
A warrant entitles its holder to subscribe for one new share in the company for a subscription price corresponding to the share’s quota value.
The new shares issued under the warrants shall entitle to dividend as from the first record date for dividend to occur after the registration of the new shares with the Swedish Companies Registration Office.
The number of shares issued under each warrant may be recalculated in accordance with recalculation principles due to a bonus issue, share split or consolidation, rights issue and/or any similar event.

Reason for the deviation from the shareholders’ preferential right

The reason for deviating from the shareholders’ preferential rights is that the company wishes to implement an incentive program for senior executives and key employees within the group, by which they can be offered the opportunity to take part in an increase in the company’s share value.

Dilution

At full utilisation of the warrants, the number of outstanding shares in the company will increase by 154,260. These shares constitute 0.4 per cent of the number of shares and votes after full dilution, calculated as the number of new shares in relation to the number of existing and new shares in the company. Together with outstanding warrants under previous incentive programs, the warrants will result in a combined dilution of approximately 0.5 per cent of the outstanding shares and votes in the company.

If the proposed warrants had been fully utilised throughout 2023, the company’s basic and diluted earnings per share for the financial year 2023 would have been SEK 11.00 and SEK 10.95 per share respectively on a pro forma basis, instead of SEK 11.00 and SEK 11.00 per share respectively as reported.

In the event that repurchased shares, or shares transferred by a third party under a swap agreement, (in accordance with the board’s proposal for acquisition and transfer of own shares and the board’s proposal of LTI 2024, respectively) are fully or partly transferred to the participants in LTI 2024 instead of warrants, the dilution will be reduced.

Transfer of the warrants

Furthermore, the board proposes that the general meeting resolve to approve that Concentric Skånes Fagerhult AB, on one or more occasions, may transfer warrants to a third party for reassignment of shares to the participants in LTI 2024 in accordance with the terms and conditions of LTI 2024, and dispose of the warrants in order to cover costs related to, or fulfil obligations occurring under, LTI 2024.

Preparation of the matter

The board’s proposal has been prepared by the board.

Special authorisation

The board proposes that the board, or anyone appointed by the board, shall be entitled to make the minor adjustments to the above proposed resolution that may be necessary upon registration of the resolution with the Swedish Companies Registration Office or due to any other formal requirement.

The board proposes that a resolution under this proposal be subject to the general meeting having resolved to pass the board’s proposal on LTI 2024 under item 16 on the agenda.

Resolution on authorisation for the board to resolve on acquisition of own shares, authorisation for the board to resolve on transfer of own shares, and transfer of own shares to participants in LTI 2024 (items 18.a-18.c)

Proposal for a resolution on authorisation for the board to resolve on acquisition of own shares (item 18.a)

The board proposes that the general meeting authorises the board to resolve on repurchase of own shares on one or several occasions during the period up to the annual general meeting 2025 in accordance with the following.

Acquisition of own shares must be made on Nasdaq Stockholm.
Own shares may be acquired to the extent the company’s holdings of own shares in total amounts to no more than one tenth of all shares in the company.
Acquisition of own shares on Nasdaq Stockholm shall be made in cash and at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.

The reasons for the proposed authorisation to repurchase own shares are to be able to improve the company’s capital structure and to enable share transfers in accordance with the board’s proposals for authorisation for the board to transfer own shares and for previous and proposed resolution on transfer of own shares to participants in LTI 2021–2024, to increase the flexibility for the board in connection to potential future corporate acquisitions, as well as to cover costs for LTI 2021–2024 and enable delivery of shares in accordance with LTI 2021–2024. References made to LTI 2021–2022 includes the JSOP and Employee Share Ownership Trust.

Proposal for a resolution on authorisation for the board to resolve on transfer of own shares (item 18.b)

The board proposes that the general meeting authorises the board to resolve on transfer of own shares on one or several occasions during the period up to the annual general meeting 2025 in accordance with the following.

Transfer of own shares must be made either on Nasdaq Stockholm or in another manner.
Transfer of own shares may be made with deviation from the shareholders’ preferential rights.
The maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the board’s resolution to transfer the shares.
Transfer of own shares on Nasdaq Stockholm shall be made at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price; transfer of own shares in another manner shall be made at a minimum price that shall be determined in close connection with the shares’ quoted price at the time of the board’s resolution to transfer the shares.
Payment for the transferred shares may be made in cash, by contribution in kind or by set-off.
The board is entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice.

The reasons for the proposed authorisation to transfer own shares and for the deviation from the shareholders’ preferential rights are to be able to improve the company’s capital structure, to cover costs relating to LTI 2021–2024 (including costs related to the JSOP) as well as to increase the flexibility of the board in connection to potential future corporate acquisitions, by facilitating a fast and cost-efficient financing by divesting holdings of own shares.

Proposal for a resolution on transfer of own shares to participants in LTI 2024 (item 18.c)

The board proposes that the general meeting resolve on transfer of own shares in accordance with the following.

The maximum number of shares that may be transferred is 154,260.
The participants in LTI 2024 are, with deviation from the shareholders’ preferential rights, entitled to receive the shares with right for each of the participants to receive no more than the maximum number of shares allowed under the terms and conditions for LTI 2024.
The participants’ right to receive shares is conditional upon the fulfilment of all of the conditions set up in LTI 2024.
The shares must be transferred within the time period set out in the terms and conditions of LTI 2024.
The shares shall be transferred free of charge as established under the terms and conditions of LTI 2024.
The number of shares that may be transferred to the participants in LTI 2024 may be recalculated due to bonus issue, share split, rights issue and similar events in accordance with the terms and conditions of LTI 2024.

The reason for the proposed transfer and for the deviation from the shareholders’ preferential rights is to enable delivery of shares under LTI 2024.

The board proposes that a resolution under this proposal be subject to the general meeting having resolved to pass the board’s proposal on LTI 2024 under item 16 on the agenda.

Majority requirements

Resolutions under items 18.a (authorisation for the board to resolve on acquisition of own shares) and 18.b (authorisation for the board to resolve on transfer of own shares) will not be valid unless supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.

Resolutions under items 17 (directed issue of warrants and approval of transfer of warrants) and 18.c (transfer of own shares to participants in LTI 2024) will not be valid unless supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.

Documents

All documents in accordance with the Swedish Companies Act (2005:551) will be available at the company’s legal counsel, Advokatfirman Lindahl, at Smålandsgatan 16 in Stockholm and on the company’s website www.concentricab.com no later than as from Thursday, March 28, 2024, and will be sent, immediately and free of charge to the recipient, to those shareholders who so request and state their postal address.

Information

If so requested by any shareholder and if the board deems it possible without significant detriment to the company, the board and CEO must provide information at the general meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation, the group accounts and the company’s relation to other companies within the group. Shareholders who wish to submit questions in advance may send them to Victoria Skoglund, Concentric AB, Box 5058, 102 42 Stockholm, Sweden.

Shares and votes

As per the day of publication of this notice, the number of shares and votes in the company totals 38,297,600, respectively, of which the company per the beginning of the week of publication of this notice holds 1,148,253 shares (which may be adjusted due to the ongoing repurchase program). In addition to this, 204,435 shares have been transferred to an employee share ownership trust.

Processing of personal data

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

___________

Concentric AB (publ)

The board of directors

For further information, please contact Marcus Whitehouse, Tel: +44 121 445 6545 or E-mail: info@concentricab.com

Concentric AB is an innovator in flow control and fluid power, supplying proprietary systems and components to the world’s construction equipment, truck, agricultural machinery and industrial applications end-markets. The company has a global manufacturing presence including in the USA, Germany, UK, Sweden, India and China. Concentric’s focus is to develop world class technology with innovative solutions that meet the sustainability needs of our customers. Concentric offers engine products including lubricant, coolant and fuel pumps and hydraulic products encompassing gear pumps and power packs. Concentric also offers a range of products developed for the fast-growing electric and hybrid powertrain market including, electric water and oil pumps, electric fans, thermal management systems and electro hydraulic steering. In 2022, the Group had a turnover of MSEK 4,056 and circa 1,207 employees.