Notice of the Annual General Meeting of Coor Service Management Holding AB

The shareholders of Coor Service Management Holding AB (reg. no 556742-0806) are invited to participate in the annual general meeting to be held on Thursday, April 27, 2023 at 1.00 p.m. at Kista Entré, Knarrarnäsgatan 7, Kista, Stockholm, Sweden. Registration commences at 12.15 p.m.

THE ENGLISH TEXT IS A TRANSLATION OF THE SWEDISH ORIGINAL VERSION. IN THE EVENT OF A CONFLICT BETWEEN THE ENGLISH AND THE SWEDISH TEXTS THE SWEDISH TEXT SHALL PREVAIL.

The board of directors has decided that shareholders may exercise their voting rights at the annual general meeting also by postal voting in accordance with the provisions of the articles of association of the company.

REGISTRATION AND NOTIFICATION

A) PARTICIPATION AT THE MEETING VENUE

A person who wishes to attend the meeting venue in person or by proxy must

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Wednesday, April 19, 2023, and
• give notice of participation no later than Friday, April 21, 2023 at the company’s website, www.coor.com, by phone +46 (0) 771-24 64 00, in writing to the following address: Computershare AB , "Coor Service Management Holding AB:s Annual General Meeting", P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to proxy@computershare.se. The notice of participation should state the shareholder’s name, personal or corporate identification number, address, telephone number, e-mail address and the number of any assistants (not more than two).

If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. Proxy forms are available on the company’s website, www.coor.com. A power of attorney is valid for one year from the date of issue or for the longer period indicated in the power of attorney, up to a maximum of five years. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document must be attached. In order to facilitate registration at the meeting, the power of attorney, registration certificate and other authorisation documents should be sent to the company at the above address in connection with the notification of participation.

B) PARTICIPATION BY POSTAL VOTING

A person who wishes to participate in the general meeting by postal voting must

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Wednesday, April 19, 2023, and
• give notice of participation no later than Friday, April 21, 2023, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Computershare AB no later than that day.

Shareholders who wish to attend the meeting venue in person or by proxy must give notice in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for those who wish to attend the meeting venue.

A special form shall be used for postal voting. The form for postal voting is available on the company’s website, www.coor.com. Completed and signed postal voting form can be sent by mail to Computershare AB, ”Coor Service Management Holding AB’s Annual General Meeting”, P.O. Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to proxy@computershare.se. Shareholders may also cast their postal votes electronically through verification with BankID via the company’s website, www.coor.com. The completed form must be received by Computershare AB no later than Friday, April 21, 2023.

If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. Proxy forms are available on the company’s website, www.coor.com. A power of attorney is valid for one year from the date of issue or for the longer period indicated in the power of attorney, up to a maximum of five years. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document must be attached.

The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

NOMINEE REGISTERED SHARES

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting in accordance with above, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Wednesday, April 19, 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Friday, April 21, 2023, will be taken into account in the presentation of the share register.

PROPOSED AGENDA

1. Opening of the meeting.
2. Election of a chairman 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.
6. Determination as to whether the meeting has been duly convened.
7. Presentation of the annual report and the audit report as well as the consolidated accounts and the audit report for the group, as well as the statement of the auditor regarding the application of guidelines for remuneration which have applied since the annual general meeting 2022.
8. Speech by the president and CEO, AnnaCarin Grandin.
9. Presentation of the work of the board of directors and the work within the remuneration, audit and project committees.
10. Resolutions regarding:
    1. the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
    2. allocation of the company’s profits in accordance with the adopted balance sheet, and
    3. discharge from liability for the members of the board of directors and the CEO.
       1. Mats Granryd
       2. Karin Jarl Månsson
       3. Mats Jönsson
       4. Monica Lindstedt
       5. Magnus Meyer
       6. Kristina Schauman
       7. Heidi Skaaret
       8. Linda Wikström
       9. Glenn Evans (employee representative)
       10. Rikard Milde (employee representative)
       11. Urban Rääf (employee representative)
       12. AnnaCarin Grandin (CEO)
11. Presentation by the chairman of the nomination committee.
12. Determination of fees for members of the board of directors and auditors.
13. Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
14. Election of the members of the board of directors, chairman of the board of directors as well as auditors and deputy auditors.

Members of the board of directors

1. Mats Granryd (re-election)
2. Karin Jarl Månsson (re-election)
3. Magnus Meyer (re-election)
4. Kristina Schauman (re-election)
5. Heidi Skaaret (re-election)
6. Linda Wikström (re-election)

Chairman of the board of directors

7. Mats Granryd (re-election)

Auditor

8. Öhrlings PricewaterhouseCoopers AB (re-election)

15. Presentation of the board of directors’ remuneration report for approval.
16. Resolution on long-term incentive program (LTIP 2023) in accordance with (A) and hedging arrangements relating thereto in accordance with (B) or (C).
17. Resolution on authorisation for the board of directors to resolve on acquisitions and transfers of own shares.
18. Resolution on authorisation for the board of directors to resolve on new issues of shares.
19. Closing of the meeting.

PROPOSALS BY THE NOMINATION COMMITTEE (ITEMS 2–3 AND 12–14)

The nomination committee in respect of the annual general meeting 2023 has consisted of Ulrika Danielson (Second AP Fund), Henrik Didner (Didner & Gerge Funds), Ossian Ekdahl[1] (First AP Fund, chairman), Richard Torgerson (Nordea Funds) and the chairman of the board of directors Mats Granryd.

The nomination committee has proposed the following.

Item 2 Mats Granryd as chairman of the annual general meeting.

Item 3 The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the annual general meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Item 12 Fees to the board of directors elected by the annual general meeting and not employed by the company as well as fees for committee work in accordance with the following:

• Board member: SEK 315,000
• Chairman of the board of directors: SEK 865,000
• Board member who is a member of the audit committee: SEK 110,000
• Chairman of the audit committee: SEK 225,000
• Board member who is a member of the remuneration committee: SEK 50,000
• Chairman of the remuneration committee: SEK 75,000
• Board member who is a member of the project committee: SEK 75,000
• Chairman of the project committee: SEK 100,000

The fee to a member of the board of directors is proposed to be increased from SEK 305,000 to SEK 315,000, the fee to the chairman of the board of directors is proposed to be increased from SEK 855,000 to SEK 865,000, the fee to the chairman of the audit committee is proposed to be increased from SEK 220,000 to SEK 225,000. The proposed fees to the board of directors are otherwise unchanged in comparison with the fees decided at the previous annual general meeting. Fees to the auditor shall be paid in accordance with approved invoices.

Item 13 Six board directors and no deputies. One auditor and no deputies.

Item 14 Re-election of Mats Granryd, Karin Jarl Månsson, Magnus Meyer, Kristina Schauman, Heidi Skaaret and Linda Wikström as board members. Re-election of Mats Granryd as chairman of the board of directors.

In accordance with the recommendation by the audit committee, re-election of Öhrlings PricewaterhouseCoopers AB as auditor.

Information regarding the proposed board members is available at the company’s website, www.coor.com.

THE BOARD’S PROPOSAL ON DIVIDEND AND RECORD DATE (ITEM 10B)

The board of directors proposes a dividend for 2022 of SEK 4.80 per share (SEK 2.40 per share thereof in ordinary dividend and SEK 2.40 thereof in extraordinary dividend), to be paid in two parts: SEK 2.40 per share with Tuesday, May 2, 2023 as record date and SEK 2.40 per share with Wednesday, October 4, 2023 as record date. Subject to resolution by the annual general meeting in accordance with this proposal, the first distribution of dividend is expected to be made on Friday, May 5, 2023 and the second distribution of dividend on Monday, October 9, 2023.

THE BOARD’S PROPOSAL REGARDING THE IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAM AND HEDGING ARRANGEMENTS RELATING THERETO (ITEM 16)

Implementation of the program (item 16A)

The board of directors proposes that the annual general meeting resolves on the implementation of a long-term incentive program (the “LTIP 2023”) in accordance with the below.

Objectives

The LTIP 2023 is designed to provide long-term incentives for members of the Executive Management Team, including the CEO (“EMT”) as well as Top Management Team and other key employees (“TMT”) to improve Coor’s performance and create long-term value. The main purposes of the LTIP 2023 are to increase and strengthen the potential for recruiting and retaining key individuals and to create an individual long-term ownership of Coor shares among the participants and thereby align their interests with those of the shareholders.

Description of the LTIP 2023

The LTIP 2023 is proposed to include all current and future members of the EMT and TMT (the “Participants”), currently comprising of 71 employees in total. It is proposed that the program, which entails an investment requirement, should consist of performance shares. As proposed, the LTIP 2023 may comprise a maximum of 835,000 shares in Coor, representing approximately 0.87 percent of all shares and votes in Coor.[2]

Investment requirement

In order to participate in the LTIP 2023, Participants are required to make own investments in Coor shares and to allocate a number of shares to the LTIP 2023. The maximum number of Coor shares that may be allocated to the LTIP 2023 corresponds to approximately 7.5-10 percent of the Participant’s gross fixed annual salary in connection with enrolment in the LTIP 2023 (“Investment Shares”), as further set out below. Coor shares already held by Participants at the time of implementation and that are not allocated to ongoing share related incentive programmes[3], may be accounted for as Investment Shares in the LTIP 2023. Should the Participant be prohibited to acquire Coor shares under market abuse rules or similar at enrolment in the LTIP 2023, Investment Shares must instead be acquired as soon as such restrictions do not longer apply.

Performance Share Rights

For each Investment Share, rights will be granted free of charge under the LTIP 2023, entitling the Participant to receive a number of Coor shares, free of charge, following expiration of a three-year vesting period (“Performance Share Rights”). Each Performance Share Right entitles the holder to one (1) Coor share. Allotment of Coor shares pursuant to Performance Share Rights will be subject to the achievement of performance conditions, as set out below, and will generally require that the Participant retains his or her employment and all his or her Investment Shares over a period of approximately three years from the date of grant of Performance Share Rights (the “Vesting Period”).

Granting of Performance Share Rights to the Participants will generally take place as soon as practicably possible following the annual general meeting 2023.

In order to align the Participants’ and shareholders’ interests, Coor will compensate for dividends and other value transfers to the shareholders during the Vesting Period by increasing the number of shares that each Performance Share Right entitles the Participant to receive. The number of Coor shares which each Performance Share Right entitles the Participant to receive may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, reductions of the share capital, or similar actions. The transfer of shares may be accelerated as a result of any merger, demerger, larger acquisition or divestment or similar actions.

Allocation and performance conditions

The Performance Share Rights are divided into three series, Series A, Series B and Series C, and the vesting of Performance Share Rights will be subject to the satisfaction of performance conditions during the period 1 January 2023 – 31 December 2025 (the “Performance Period”), which will determine what portion (if any) of the Performance Share Rights of the respective series that will vest at the end of the Vesting Period.

The three performance conditions for the respective series of Performance Share Rights are the following:

The maximum number of Investment Shares to be allocated to the LTIP 2023 and the maximum allocation of the respective series of Performance Share Rights for each of the three participant categories are set out below.

Allotment of shares

Provided that the performance conditions above have been met during the Performance Period and that the Participant has retained his or her employment (unless special circumstances are at hand) and the Investment Shares during the Vesting Period, the Performance Share Rights will vest and allotment take place of Coor shares (“Performance Shares”) as soon as practicably possible following the expiration of the Vesting Period.

When determining the final vesting level of Performance Share Rights, the board of directors shall examine whether the vesting level is reasonable considering Coor’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the board of directors, reduce the vesting level to the lower level deemed appropriate by the board of directors.

In the event delivery of Performance Shares to Participants cannot take place under applicable law or at a reasonable cost and employing reasonable administrative measures, the board of directors will be entitled to decide that Participants may, instead, be offered a cash settlement.

Costs, dilution, and effects on important key ratios

The costs for the LTIP 2023, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2 and distributed over the Vesting Period. The calculation has been made based on the quoted closing price of shares in Coor as of March 10, 2023, i.e. SEK 69.95 per share, and the following assumptions: (i) dividends according to consensus estimates, (ii) an estimated annual turnover of personnel of 10 percent, (iii) an average fulfilment of the performance conditions of approximately 50 percent, and (iv) a total maximum of 835,000 Performance Shares eligible for allotment. In addition to what is set forth above, the costs for the LTIP 2023 have been based on that the program comprises a maximum of 71 Participants and that each Participant makes a maximum investment.

In total, the costs for the LTIP 2023 according to IFRS 2 are estimated to approximately SEK 17.6 million excluding social security costs (SEK 30.9 million if the average fulfilment of the performance condition is 100 per cent). The costs for social security charges are calculated to approximately SEK 6.6 million, based on the above assumptions, and also assuming an annual share price increase of 10 percent during the LTIP 2023 and a social security tax rate of 23.5 percent (SEK 12.9 million if the average fulfilment of the performance condition is 100 percent).

The expected annual costs of SEK 8.2 million, including social security charges, correspond to approximately 0.1 percent of the Coor Group’s total employee costs for the financial year 2022 (0.2 per cent if the average fulfilment of the performance condition is 100 per cent).

In addition to the above-mentioned costs, the LTIP 2023 is expected to generate costs related to external advisory services and administration costs related to the transfer of shares. In total, these costs are not expected to exceed SEK 0.3 million.

As proposed, the LTIP 2023 may comprise a maximum of 835,000 shares in Coor, representing approximately 0.87 percent of the outstanding shares and votes in Coor, including buffer for dividend compensations, but excluding 195,000 shares that may be acquired for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2023.

Since there is no proposal to issue new shares pursuant to the LTIP 2023, the LTIP 2023 will have no dilutive effect on the existing shareholders votes or share of the capital. The effect on important key figures is only marginal.

Hedging arrangements

The board of directors has considered different methods for securing the financial exposure and the transfer of shares under the LTIP 2023, such as transfer of treasury shares and an equity swap agreement with a third party. The board of directors considers acquisitions of own shares on Nasdaq Stockholm with subsequent transfer to Participants to be the most cost efficient and flexible method to secure the financial exposure and the transfer of shares under the LTIP 2023.

Since the costs in connection with an equity swap agreement will be significantly higher than the costs in connection with transfer of treasury shares, the board of directors’ main proposal is that the financial exposure is secured by transfer of treasury shares (item 16B).

Should the majority requirement under item 16B below not be reached, the board of directors proposes that the annual general meeting approves the entering into an equity swap agreement with a third party (item 16C).

Preparation of the proposal, etc.

The proposal regarding LTIP 2023 has been prepared by Coor’s remuneration committee in consultation with external advisors and has been adopted by the board of directors.

The board of directors shall, within the framework of the above terms and conditions and the applicable guidelines for remuneration of senior executives, be responsible for the implementation and management of the LTIP 2023 and all major decisions relating to the LTIP 2023 will be taken by the remuneration committee, with approval by the full board of directors as required.

Description of ongoing variable compensation programs

Coor’s ongoing share related incentive programmes – LTIP 2021 and LTIP 2022 – were approved by the annual general meeting 2021 and 2022 respectively, and are described in the Annual Report 2021, in the note to the Consolidated Financial Statements, Note 6 and 7 and in the Annual Report 2022, in the note to the Consolidated Financial Statements, Note 5. The compensation for the EMT, including fixed and variable compensation, and other remunerations are also described in the Annual Report. The Remuneration Report prepared by the board of directors and presented at the annual general meeting for approval contains a summary description each and every incentive programs which are ongoing or have been completed during the year.

Authorisation for the board of directors to resolve on acquisition of own shares and resolution on transfers of own shares to LTIP 2023 Participants (item 16B)

Authorisation for the board of directors to resolve on acquisitions of own shares

The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company’s own shares in accordance with the following conditions:

• Acquisitions may only be effected on Nasdaq Stockholm.
• A maximum of 1,030,000 shares may be acquired to secure delivery of shares to LTIP 2023 Participants and for subsequent transfers on Nasdaq Stockholm to cover certain costs associated with the LTIP 2023, mainly social security costs.
• Acquisition may only be made within the registered price range on each occasion between the highest bid price and the lowest selling price.

The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

Resolution on transfers of own shares to LTIP 2023 Participants

The board of directors proposes that the annual general meeting resolves that transfers of own shares may be made in accordance with the following conditions:

• A maximum of 835,000 shares may be transferred, free of consideration, to LTIP 2023 Participants.
• Right to acquire shares free of consideration shall, with deviation from the shareholders’ preferential rights, be granted LTIP 2023 Participants.
• Transfers of shares shall be made free of consideration at the time and on the other terms and conditions that LTIP 2023 Participants have the right to acquire shares.
• The number of shares that may be transferred under the LTIP 2023 may be recalculated as a result of e.g. bonus issues, reverse splits or splits of shares, new share issues, cash dividends, reductions of the share capital, or similar actions.

The transfer of own shares is a part of the proposed LTIP 2023 and the board of directors considers it to be of benefit for Coor and its shareholders that the Participants are offered the opportunity to become shareholders in Coor on the terms and conditions of LTIP 2023.

Equity swap agreement with a third party (item 16C)

Should the majority requirement under item 16B above not be reached, the board of directors proposes that the annual general meeting approves the entering into an equity swap agreement with a third party, at market terms, whereby the third party in its own name shall be entitled to acquire and transfer Coor shares to the Participants.

Conditions

The annual general meeting’s resolution on implementation of the LTIP 2023 in accordance with item 16A above is conditional upon the annual general meeting resolving either in accordance with the board of directors’ proposal under item 16B or in accordance with the board of directors’ proposal under item 16C.

Majority requirements

The annual general meeting’s resolution according to item 16A above requires a simple majority among the votes cast. A valid resolution under item 16B above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the meeting approve the resolution. A valid resolution under item 16C above requires a simple majority among the votes cast.

THE BOARD’S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON ACQUISITIONS AND TRANSFERS OF OWN SHARES (ITEM 17)

The board of directors proposes that the annual general meeting authorise the board of directors to, at one or several occasions up to the next annual general meeting, resolve on acquisitions of the company’s own shares.

Acquisition shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price and payment for the shares shall be in cash. So many shares may, at the most, be repurchased so that the company's holding does not at any time exceed 10 percent of the total number of shares in the company.

The board of directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

The board of directors also proposes that the annual general meeting authorise the board of directors, for the period until the next annual general meeting, to resolve on transfers of not more than all of the company’s own shares held by the company.

Transfer of shares shall take place on Nasdaq Stockholm within the registered price range on each occasion between the highest bid price and the lowest selling price.

The aim of the authorisations are to allow the board of directors the opportunity to adjust the capital structure and in doing so create increased value for Coor's shareholders.

A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

THE BOARD’S PROPOSAL TO AUTHORISE THE BOARD TO RESOLVE ON NEW ISSUES OF SHARES (ITEM 18)

The board of directors proposes that the annual general meeting authorise the board of directors to, at one or several occasions up to the next annual general meeting, resolve upon new issues of shares. By resolutions based on the authorisation, not more than such number of shares corresponding to 10 per cent of the total number of shares in the company at the time of the annual general meeting’s resolution on the authorisation, may be issued.

The authorisation includes a right to resolve to issue new shares for cash consideration, by contribution in kind or payment by set-off. Share issues for cash consideration and by payment by set-off may be made with disapplication from the shareholders’ preferential rights, provided that the share issue is made on market terms.

The reason for the proposal and the potential deviation from the shareholders’ preferential rights is to allow for flexibility in connection with potential acquisitions or to raise capital for acquisitions.

A valid resolution under this item requires that shareholders representing not less than two thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

SHARES AND VOTES

There are in total 95,812,022 shares and votes in the company. The company has only one series of shares. The company holds 825,807 treasury shares that are not represented at the meeting.

SHAREHOLDERS’ RIGHT TO RECEIVE INFORMATION

The board of directors and CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to another company within the group. Shareholders wishing to submit questions in advance may send them to Coor Service Management Holding AB, Attn: General Counsel Erik Strümpel, Knarrarnäsgatan 7, SE-164 99 Kista, Sweden or via email to erik.strumpel@coor.com.

DOCUMENTS

The annual report, the auditor’s report, the board of directors’ statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act relating to the proposal under item 10b above, the board of directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group executive management, and the board of directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposals under item 16B and 17 above, will be available at the company at Knarrarnäsgatan 7, SE-164 99 Kista, Sweden and on the company’s website, www.coor.com, as from Thursday, April 6, 2023. The documents will also be sent to shareholders who so request and state their address.

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.

Stockholm in March 2023

Coor Service Management Holding AB (publ)
The board of directors