Notice of annual general meeting in HANZA AB (publ)

The shareholders in HANZA AB (publ) reg. no. 556748–8399 (“HANZA” or the “Company”) are hereby convened to the annual general meeting on Monday May 8, 2023 at 17.00 at Torshamnsgatan 35, Kista.

Notice of participation

Shareholders who wish to participate at the annual general meeting shall:

• be registered in the share register kept by Euroclear Sweden AB on the record date of the general meeting, i.e. on Thursday April 27, 2023
• notify their attendance to HANZA no later than Friday May 5, 2023 under the address Torshamnsgatan 35, 164 40 Kista or via e-mail to lars.akerblom@hanza.com

Shares registered in the name of a nominee

Shareholders whose shares are registered in the name of a nominee must, in order to exercise the right to vote and participate in the general meeting, temporarily re-register the shares in their own name (so called voting registration) with Euroclear Sweden so that the shareholder is included in the share register kept by Euroclear Sweden as per April 27, 2023. Shareholders are therefore advised to request such registration of the shares well in advance of this date. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than Tuesday May 2, 2023 will be taken into account in the preparation of the shareholders’ register. 

Proxy

Shareholders who are represented by a proxy must issue a written and dated power of attorney for the proxy. The power of attorney may not be issued earlier than five years before the date of the general meeting. The  originalpower of attorney and certificate of registration and other authorization documents for a legal person shall be sent to HANZA at the above address. HANZA is making an power of attorney form available upon request and it is also available on the HANZA’s website, www.hanza.com.

Proposed agenda

1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened
6. Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report on the consolidated financial statements
7. Resolutions on:

1. the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet,
2. allocation of HANZA’s result according to the adopted balance sheet and record date for dividend, and
3. discharge from liability for each of the members of the board of directors and the managing director

8. Presentation of the remuneration report and the auditor’s report pursuant to Chapter 8 Section 54 in the Companies Act and resolution to approve the remuneration report
9. Resolution on the number of members of the board of directors and deputy members of the board of directors
10. Election of members of the board of directors, chairman of the board of directors and deputy members of the board of directors,
11. Election of auditor
12. Determination of remuneration to the board of directors and the auditor
13. Resolution on the nomination committee for the next annual general meeting
14. Resolution on authorization for strategic issues of shares, warrants or convertibles
15. Resolution on:

1. introduction of a long-term share savings program 2023
2. hedging arrangements in connection with the share savings program

16. Closing of the general meeting

Proposals to resolutions

Item 1 – Election of chairman of the general meeting

The Nomination Committee proposes that chairman of the board, Francesco Franzé, be elected chairman of the meeting.

Item 7b) – Allocation of the HANZA’s result according to the adopted balance sheet

The board proposes a dividend of SEK 0.75 per share, in total approx. SEK 29.5 million based on 39,279,928 outstanding shares, and that the record date for the dividend be Wednesday May 10, 2023. If the General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed through Euroclear Sweden AB around May 15, 2023.

Item 9 – Resolution on the number of members of the board of directors and deputy members of the board of directors

The Nomination Committee proposes that the board shall consist of five (5) board members without deputy board members.

Item 10 – Election of members of the board of directors, chairman of the board of directors and deputy members of the board of directors

The nomination committee proposes that Gerald Engström, Francesco Franzé, Helene Richmond and Sofia Axelsson be re-elected and Per Holmberg elected as members of the board of directors for a term of office that extends until the end of the annual general meeting held in 2024. Håkan Halén has declined re-election.

Per Holmberg has during his time after graduation worked in an international environment including North America, Europe and Asia, focusing on change management and expansion activities. The last 35 years have included operational, management and executive roles within the Electrolux Group and Hexagon. Today Per Holmberg leads a privately owned company, Adrian Michel Group based in Switzerland. Per Holmberg owns 344 357 shares in HANZA.

The nomination committee further proposes that Francesco Franzé be re-elected as chairman of the board of directors and that Gerald Engström be re-elected as deputy chairman for the board of directors.

The nomination committee’s reasoned statement regarding its proposal on the election of members of the boards of directors and a presentation of the proposed board members are available on HANZA’s website www.hanza.com.

Item 11 – Election of auditor

The nomination committee proposes, in accordance with the recommendation of the audit committee, that Ernst & Young AB be re-elected as HANZA’s auditor for a term of office that extends until the end of the annual general meeting in 2024. Ernst & Young AB intends to appoint the authorized public accountant Linn Haslum Lindgren as auditor in charge.

Item 12 – Determination of remuneration to the board of directors and the auditor

The nomination committee proposes that the board’s remuneration shall amount to SEK 460,000 (420,000) to the chairperson, and SEK 230,000 (200,000) to each of the other board members not employed by the HANZA.

An additional remuneration shall be payable for work in the audit committee, where SEK 80,000 (70,000) shall be payable to the chairperson of the audit committee and SEK 40,000 (30,000) to each other member of the audit committee.

An additional remuneration shall be payable for work in the remuneration committee, where SEK 40,000 (30,000) should be payable to the chairperson of the remuneration committee and SEK 20,000 (15,000) to each other member of the remuneration committee.

The current renumeration is stated within parentheses.

The nomination committee further proposes that the remuneration to the auditor shall be paid against approved invoice.

Item 13 – Resolution on the nomination committee for the next annual general meeting

The nomination committee proposes that the annual general meeting resolves to establish a nomination committee in preparation for the annual general meeting 2024, which is to be appointed according to the following principles, and that the annual general meeting adopts instructions for the work of the nomination committee as set out below.

Principles for appointing the members of the nomination committee

The annual general meeting appoints the chairman of the board of directors to contact the three largest shareholders or owner groups in term of votes (both directly-registered shareholders and nominee-registered shareholders) according to a transcript of the share register maintained by Euroclear Sweden AB as per 31 August 2023, and ask them to appoint one representative each, who together with the chairman of the board of directors shall constitute the nomination committee for the period until a new nomination committee is appointed by mandate from the annual general meeting. In the event any of the three largest shareholders or owner groups, declines to appoint a representative, the fourth largest shareholder or owner group, shall be asked, and so on, until the committee consists of four members (including the chairman of the board). The composition of the nomination committee shall be announced on HANZA’s website no later than six months prior to the annual general meeting 2024.

The term of office of the appointed nomination committee shall run until a new nomination committee has been appointed under a mandate from the next annual general meeting.

If a member leaves the nomination committee before its work is completed and if the nomination committee finds that there is a need for replacing this member, the nomination committee shall appoint a new member according to the principles described above, but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the member vacating his post. Any change in the composition of the nomination committee shall immediately be announced.

The assignment of the nomination committee

The nomination committee shall present proposals for resolutions regarding the following items for the annual general meeting 2024:

1. Election of chairman of the meeting,
2. Resolution on the number of board members, 
3. Resolution on the fees and other remuneration to the board and its committees, divided between the chairman and other members,
4. Resolution on the fees to the auditors,
5. Election of board members and chairperson of the board and the deputy chairperson of the board,
6. Election of auditors, and
7. Proposal for principles for the composition and work of the nomination committee in preparation for the annual general meeting 2025.

When preparing the proposal for election of board members and the chairperson of the board, the nomination committee shall apply section 4.1 in the Swedish Corporate Governance Code (“the Code”) as diversity policy.

In its assignment, the nomination committee shall in all other respects perform the tasks, which shall be performed by the nomination committee in accordance with the Code.

The work of the nomination committee

The nomination committee appoints the chairperson of the committee. The chairperson of the board or another board member shall not be the chairperson of the nomination committee.

The nomination committee shall meet as often as is necessary for the nomination committee to fulfil its duties, but at least once per year. Notice convening other meetings is issued by the chairperson of the nomination committee. If a member requests that the nomination committee shall be convened, the request shall be complied with.

The nomination committee is quorate if at least two members are present. Resolutions of the nomination committee shall be adopted by a simple majority of the members present or, in the event of a tied vote, the chairperson of the nomination committee shall have the casting vote.

Minutes shall be kept at the nomination committee’s meetings.

Remuneration

No remuneration shall be paid to the members of the nomination committee. However, any necessary expenses for the nomination committee's work shall be borne by HANZA.

Item 14 – Resolution on authorization for strategic issues of shares, warrants or convertibles

The board of directors proposes that the general meeting of shareholders resolves to authorize the board of directors for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to issue new shares, warrants and/or convertible instruments.

The board of directors shall be authorized to adopt decisions on issues of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in the Swedish Companies Act.

Issues in accordance with this authorization shall be made on market terms. The board of directors may decide on the terms and conditions for issues pursuant to this authorization and who shall be entitled to subscribe for the shares, warrants and/or convertible instruments. If the board finds it appropriate to facilitate the delivery of shares in connection with a new share issue as stated above, this can also be done at a subscription price that corresponds to the share's quota value. The reason why the board is authorized to decide on issues with deviation from shareholders' pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in the Swedish Companies Act is that HANZA shall be able to obtain financing and to carry out strategically motivated collaborations or company acquisitions. The authorization may be used to increase the HANZA's share capital by a maximum of SEK 392,000, which corresponds to approximately 9.9 percent of the current share capital.

It is proposed that the CEO be authorized to make the minor adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office.

Item 15 – Resolution on a) introduction of a long-term share savings program 2023 and b) hedging arrangements in connection with the share savings program

The Board of Directors proposes that the annual general meeting resolve to introduce a long-term share savings program (the “Program” or “LTIP 2023”). The Program is open to members of the management and a number of key employees of the Company and shall be introduced as soon as practically possible after HANZA’s annual general meeting 2023 has resolved on the Board of Director’s proposal.

The purpose of the Program is to retain senior executives long-term, create a common interest with the shareholders’ and focus on the financial goals set by the Board.

Participation in the Program requires that the Participant has contributed with private investment according to point A.b) below. The Board believes that the Program will have a positive effect on HANZA's future development and thereby be beneficial for both HANZA and its shareholders.

1. Introduction of the Program

The Board of Directors proposes the introduction of the Program shall be in accordance with the principal conditions set out below.

1. It is proposed that the Program be open to no more than 13 permanent employees of HANZA, who are divided into the following two categories: group management (3 persons) (“Group 2”) and other key employees (10 persons) (“Group 2”). The participants in Groups 1-2 shall be collectively referred to as the “Participants”.

2. To be able to participate in the Program, the Participant must personally invest in shares in HANZA and these shares must be allocated to the Program (“Saving Shares”). For each Saving Share, Participants may be allotted one (1) share in HANZA free of charge, from HANZA, from another company within the HANZA group or from a designated third party (“Performance Shares I”). Performance Shares I shall be allotted provided that certain conditions are met regarding continuing employment and the uninterrupted holding of Saving Shares (which are described in more detail in section (i) below) and that the total shareholder return on HANZA’s shares from March 2023 to March 2026 should be at least 10 per cent. The Performance Shares I shall be allotted after the expiry of a vesting period, running from the start of the Program until the publication of HANZA’s interim report for the period January-March 2026 (“Vesting Period”). HANZA intends to notify the Participants of their participation in the Program around May 9, 2023 (although the Board of Directors has the right to postpone this date for individual Participants if there are special reasons to do so, however no later than November 30, 2023).

3. Furthermore, the Participants may be allotted additional shares, subject to the fulfilment of certain performance conditions (as defined and described in section (d) below) after the expiry of the Vesting Period, free of charge from HANZA, from another company within the HANZA group or from a designated third party (“Performance Shares II”). For each Saving Share, the Participant may be allotted no more than four (4) Performance Shares II.

4. The allotment of Performance Shares II shall, in addition to the same conditions as for Performance Shares I as above, depend on the degree of fulfilment of the performance condition for the Program. The performance condition shall consist of fulfilment of HANZA’s financial goals according to the strategy HANZA 2025 (the “Performance Condition”), whereby:

• Allocation of one (1) Performance Share II if the financial sales goal is fulfilled,
• Allocation of one (1) Performance Share II if the financial goal regarding profitability is fulfilled,
• Allocation of one (1) Performance Share II if the financial goal regarding capital structure is fulfilled; and
• Allocation of one (1) Performance Share II if the financial goal regarding indebtedness is fulfilled.

For the allocation of Performance Shares II, each sub-goal is assessed separately, and for maximum allocation of Performance Shares II it is therefore required that all financial goals specified above are met.

5. Participants must invest in Saving Shares during the period from May 9 to June 16, 2023, although the Board of Directors has the right to extend (or postpone) the investment period.

6. Performance Shares I and II may normally be allotted only after the expiry of the Vesting Period.

7. In order for a Participant to be allotted any Performance Shares I or II, as applicable, they must have been permanently employed within the HANZA group for the duration of the Vesting Period and have held the Saving Shares invested in for the purposes of the Program until the expiry of the Vesting Period, subject to certain exemptions. Saving Shares disposed of before the expiry of the Vesting Period shall not be included in the calculation to determine the allotment of Performance Shares I or II.

8. If the Board resolves on a significant deviation from the current resolved strategic plan for the year 2025, which leads to new financial goals, the Board shall be entitled to make adjustments to the Program, including, amongst other things, the right to decide to reduce the allotment of Performance Shares I or II, or not to allot any Performance Shares I or II at all.

1. The Board of Directors shall be entitled to decide on the detailed terms of the Program. As such, the Board may make adjustments to these terms that are necessary to comply with specific regulations or market conditions outside Sweden.

10. Participation in the Program is contingent upon such participation being legal in the relevant jurisdictions. Where, in the Board’s opinion, Participants outside Sweden cannot be allotted Performance Shares I or II at a reasonable cost or with reasonable administrative input, it shall be entitled to decide on a cash settlement for such Participants.

11. The Program shall comprise no more than 167,250 shares (Performance Shares I and II included, but Saving Shares excluded) and no more than 7,750 shares as compensation for any ordinary dividends.

12. The number of Performance Shares I and II shall be subject to recalculation to take into account any bonus issues, share splits, rights issues or extraordinary dividends and/or other similar corporate events.

Allocation

The Participants are divided into different categories and, in accordance with the above, the following number of Saving Shares may be allocated by the Participants to LTIP 2023 and the following number of Performance Shares I and II may be allocated to the Participants in the different categories:

Costs of the Program, etc.

The costs of the Program, which are charged to the profit and loss account, are calculated according to accounting standard IFRS 2 and accrued during the Vesting Period. The calculation has been made based on the closing price of the HANZA share as of 31 mars 2023, i.e. SEK 76.60 per share, and the following assumptions: (i) an annual dividend yield of approximately 1.1 per cent, (ii) an estimated annual staff turnover of 10 per cent, (iii) an average fulfilment of the Performance Condition of 100 per cent for the Performance Shares I and of 75 per cent for Performance Shares II, and (iv) a maximum total of 175,000 Performance Shares I and II available for allotment. In addition to the above, the costs of the Program have been based on around 13 Participants in the Program and a maximum investment by each Participant and that all Saving Shares remain at the end of the Vesting Period. In total, the costs of the Program in accordance with IFRS 2 are estimated at approximately MSEK 7.2 excluding social security costs (MSEK 9.0 at an average fulfilment of the Performance Condition is 100 per cent). The social security costs are calculated to be approximately MSEK 2.2, based on the above assumptions, and also assuming an annual increase in the share price of 10 per cent during the Program and a social security cost tax rate of 25 per cent (MSEK 2.8 at an average fulfillment of the Performance Condition of 100 per cent).

The expected annual costs of MSEK 3.3, including social security costs, are equal to approximately 0.42 per cent of the HANZA group’s total personnel costs for the financial year 2022.

The Program’s effects on important key numbers and dilution

Assuming the maximum allotment of Performance Shares I and II and that no company events (save for ordinary dividends) causing recalculation occur during the Vesting Period, the number of shares to be allotted free of charge under the Program amounts to 175,000 shares in HANZA, equal to approximately 0.45 per cent of the HANZA’s share capital and of its voting rights (calculated based on the number of outstanding shares in HANZA as of April 3, 2023).

The effects on key ratios and earnings per share are marginal.

Hedging arrangements

In order for the Program to be cost effective and flexible, the Board of Directors has considered various methods for the delivery of shares within the Program, such as repurchasing and transfer of own shares to Participants and issuing and transfer of warrants to Participants in the Program, with the right to subscribe for new shares. The Board has also taken into account that the delivery of shares within the Program must take place in 2026 at the earliest. In order to maintain full flexibility, the Board proposes that shares may be delivered according to both of the above alternative methods (in accordance with the proposals below under point 15.B.1 proposal for a resolution on the transfer of own shares, 15.B.2 proposal for a resolution on authorization for the acquisition of own shares, and 15.B.3 proposal for a resolution on the directed issue of warrants and approval of the transfer of warrants), with the right for the Board to combine or choose any of them.

2. Hedging arrangements in respect of the Program

1. Proposal for resolution on transfer of repurchased shares to Participants  

The Board of Directors proposes that the annual general meeting resolve that the transferring of HANZA’s own shares acquired and subsequently held in accordance with B.2 below, may be permitted under the following terms.

1. Only shares in HANZA may be transferred, and a maximum of 175,000 shares may be transferred free of charge to Participants.
2. The right to acquire shares in HANZA, free of charge, shall be granted to Participants, notwithstanding shareholders’ preferential rights. HANZA subsidiaries shall also be entitled to acquire shares in HANZA free of charge, notwithstanding shareholders’ preferential rights. The companies shall be obliged to immediately transfer the shares to Participants, in accordance with the Program’s terms.
3. Shares in HANZA shall be transferred free of charge, at the time and under the other terms in the Program according to which Participants are entitled to acquire shares.
4. The number of shares in HANZA that may be transferred under the Program shall be subject to recalculation to take into account bonus issues, share splits, rights issues, dividends and/or other similar corporate events.

2. Proposal for resolution on authorization for the Board of Directors to resolve on acquisition of own shares to ensure delivery within the Program

To ensure HANZA’s commitment to deliver shares to the Participants in the Program, the Board proposes that the annual general meeting authorizes the Board to resolve on repurchase of own shares in accordance with the following:

1. Acquisition of own shares must be made on Nasdaq Stockholm.
2. The authorization may be used on one or several occasions during the period up to the annual general meeting 2024.
3. The number of shares required for the delivery of Performance Shares I and II to the Participants in the Program, however no more than 175,000 shares, may be acquired to ensure such delivery as well as to be held for a possible future disposal to finance social security contributions or other costs related to the Program.
4. Acquisition of own shares shall be made in cash and at a price within the market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.
5. The Board of Directors may resolve on other conditions for the acquisition.

3. Proposal for resolution on a directed issue of warrants and approval of transfer of warrants to ensure delivery within the Program

To ensure HANZA’s commitment to deliver shares to the Participants in the Program as well as for a possible future disposal to finance social security contributions or other costs related to the Program, the Board proposes that the annual general meeting resolve on a directed issue of warrants with the right to subscribe for new shares in HANZA, in accordance with the below proposal.

The Board’s proposal entails that the general meeting shall decide on a directed issue of 218,750 warrants with the right to subscription of new shares in the company, principally in accordance with the following conditions.

1. 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 21,875 if the warrants are fully utilized.

2. The right to subscribe for warrants shall, with a deviation from the shareholders’ preferential rights, be granted HANZA AB.

3. Subscription to the warrants shall be made no later than May 31, 2023 with the Board reserving the right to extend this time limit.

4. 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 31 December 2026.

5. 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, SEK 0,10.

6. 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.

7. 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.

The complete terms and conditions for the warrants, including recalculation principles, will be included in the complete proposal from the board.

Reason for the deviation from the shareholders’ preferential right

The reason for deviating from the shareholders’ preferential rights is to ensure the company’s commitment to deliver shares in accordance with the Program and otherwise dispose of the warrants to cover costs for, or fulfill commitments under, the Program.

Dilution

At full utilization of the warrants, the number of outstanding shares in the company will increase by 218,750. These shares constitute 0.56 per cent of the number of shares and votes, calculated as the number of new shares in relation to the number of existing shares in the company.

If the proposed warrants had been fully utilized throughout 2022, the company’s earnings per share for the financial year 2022 would have been SEK 3.28 per share on a pro forma basis, instead of SEK 3.35 per share respectively as reported.

In the event that repurchased shares (in accordance with the Board’s proposal for acquisition and transfer of own shares) are fully or partly transferred to the Participants in the Program instead of warrants, the dilution will be reduced.

Transfer of the warrants

Furthermore, the Board proposes that the general meeting resolve to approve that HANZA AB, on one or more occasions, may transfer warrants to the Participants in the Program in accordance with the terms and conditions of the Program, and dispose of the warrants in order to cover costs related to, or fulfil obligations occurring under, the Program.

Special authorization

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.

Preparation of the matter

The proposed Program and related hedging measures have, according to guidelines issued by HANZA's Board, been prepared by HANZA’s remuneration committee, with the help of external advisers. The remuneration committee has presented the work to the Board, after which the Board has decided to propose that the Program and associated hedging measures be adopted at the annual general meeting 2023.

Conditions

The general meeting's resolution to introduce the Program in accordance with 15.A above is subject to the general meeting having resolved to pass the proposal to transfer own shares to the Participants in accordance with 15.B.1 above and at least in accordance with one of the proposals to acquire own shares in accordance with 15.B.2 above or the proposal for the issue of warrants and the approval of the transfer of such warrants in accordance with 15.B.3 above.

Majority requirements

Resolution under item 14 above requires, for its validity, that a minimum of two thirds of the votes cast and the shares represented support the resolution.

The resolution under Item 15.A above on the Program’s introduction requires a majority of shareholders representing more than half of the votes cast represented at the general meeting. The resolution under Item 15.B.1 on the transferring of own shares to Participants requires the approval of shareholders representing no less than nine-tenths of the votes cast and the shares represented at the meeting. The resolution under Item 15.B.2 on authorization for the Board to resolve on acquisition of own shares requires the approval of shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting. The resolution under Item 15.B.3 on a directed issue of warrants and approval of transfer of warrants requires the approval of shareholders representing no less than nine-tenths of the votes cast and the shares represented at the meeting.

Number of shares and votes

As of the date of this notice, there are a total of 39,279,928 shares with one vote each in HANZA. The total number of votes are 39,279,928. The Company holds no own shares.

Questions to the board of directors and the managing director

The board of directors and the managing director shall, up request by any shareholder, and where the board of directors deems that such information can be provided without significant harm to HANZA, provide information to the general meeting regarding any circumstances which may affect the assessment of a matter on the agenda or HANZA’s financial position as well as HANZA’s relationship to other group companies. Questions may be submitted in advance to HANZA AB (publ), Torshamnsgatan 35, 164 40 Kista or through e-mail to lars.akerblom@hanza.com.

Processing of personal data

In connection with the general meeting, personal data will be processed in accordance with HANZA's privacy policy, which is available at HANZA’s website www.hanza.com.

Documentation

The annual report and the auditor’s report, the board of directors’ complete proposals, the remuneration report pursuant to Chapter 8 Section 53 in the Companies Act, the auditor’s report pursuant to Chapter 8 Section 54 of the Companies Act as well as other documents according to the Swedish Companies Act will be held available at HANZA’s office with address Torshamnsgatan 35, 164 40 Kista and at HANZA’s website www.hanza.com, not later than three weeks before the meeting, i.e. not later than April 17, 2023. The documents will also be sent, without charge, to shareholders who so request and states their postal address.

Kista in April 2023

HANZA AB (publ)

The board of directors

For further information please contact:
Erik Stenfors, CEO, Tel: +46-709 50 80 70, e-mail: erik.stenfors@hanza.com
Lars Åkerblom, CFO, Tel: +46-707 94 98 78, e-mail: lars.akerblom@hanza.com

About HANZA:
HANZA is a global knowledge-based manufacturing company that modernizes and streamlines the manufacturing industry. Through supply-chain advisory services and with production facilities grouped into regional manufacturing clusters, we create stable deliveries, increased profitability and an environmentally friendly manufacturing process for our customers. The company was founded in 2008 and in 2022 had sales exceeding SEK 3.5 billion. The company has six manufacturing clusters: Sweden, Finland, Germany, Baltics, Central Europe and China. Among HANZA's clients are leading companies such as 3M, ABB, Epiroc, GE, Getinge, John Deere, Mitsubishi Logisnext, Oerlikon, Perkin Elmer, SAAB, Sandvik, Siemens and Tomra.

HANZA is listed on Nasdaq Stockholm's main list (ticker: HANZA).

For more information please visit: www.hanza.com