Tisdag 21 April | 06:33:19 Europe / Stockholm
2026-04-20 20:05:00

The shareholders of Meds Apotek AB, corporate registration number 559093-4575 (“the Company”), are hereby given notice to attend the Annual General Meeting to be held on 21 May 2026 at 10:00 a.m. at the Company’s offices at Drivhjulsvägen 42, 126 30 Hägersten. Registration for the Annual General Meeting will open at 09:30 a.m.

RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

Shareholders who wish to participate in the Annual General Meeting shall:

  • be entered as a shareholder in the share register maintained by Euroclear Sweden AB as of the record date, which is 12 May 2026; and
  • notify the Company of their intention to attend, and of any assistant(s)/proxy, no later than 15 May 2026, either in writing to Meds Apotek AB, Drivhjulsvägen 42, 126 30 Hägersten, or by e-mail to ir@meds.se.

When giving notice, the shareholder shall state full name, personal or corporate registration number, address, daytime telephone number and, where applicable, information about legal representatives, proxies and assistants. The number of assistants may not exceed two. To facilitate entry at the Annual General Meeting, the notice should, where applicable, be accompanied by powers of attorney, registration certificates and other authorisation documents.

NOMINEE-REGISTERED SHARES

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Annual General Meeting, through the nominee, have the shares temporarily registered in their own name, so that the shareholder is entered in the share register maintained by Euroclear Sweden AB as of the record date on 12 May 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to have their shares registered in their own name must therefore, in good time and in accordance with the nominee’s procedures, request that the nominee makes such voting rights registration. Voting rights registrations requested by shareholders in such time that the registration has been made by the relevant nominee no later than 15 May 2026 will be taken into account in the preparation of the share register.

PROCESSING OF PERSONAL DATA

In connection with the notice, the Company will process the personal data requested above concerning shareholders. For information on how your personal data is processed in connection with the Annual General Meeting, please see the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

PROXIES

Shareholders represented by a proxy shall issue a written, dated and signed power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate shall be attached or, if such document does not exist, a corresponding authorisation document. A copy of the power of attorney together with any registration certificate should be sent to the Company in good time before the Annual General Meeting. The original power of attorney shall also be presented at the Annual General Meeting. The Company provides shareholders with a proxy form, which can be obtained at the Company’s head office or on the Company’s website http://corporate.meds.se.

PROPOSED AGENDA

  1. Election of Chairman of the Meeting.
  2. Preparation and approval of the voting register.
  3. Presentation and approval of the agenda.
  4. Election of one or two persons to verify the minutes.
  5. Determination of whether the Meeting has been duly convened.
  6. Presentation of the submitted annual report and auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report.
  7. Resolution on:
  1. adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet;
  2. appropriation of the Company’s result according to the adopted balance sheet;
  3. discharge from liability of the members of the Board of Directors and the CEO.
  1. Determination of fees to the Board of Directors and the auditor.
  2. Election of the Board of Directors and auditing firm or auditors.
  3. Resolution on authorisation for the Board of Directors to resolve on new issues of shares as well as issues of warrants and/or convertibles.
  4. Closing of the Meeting.

THE NOMINATION COMMITTEE’S PROPOSED RESOLUTIONS REGARDING ITEMS 1, 8 AND 9

The Nomination Committee, consisting of the Chairman of the Nomination Committee Jakob Mörndal (appointed by M2 Asset Management), Christian W. Jansson (Chairman of the Board of Directors), Sven Sahle (appointed by Björn Thorngren) and Ilija Batljan (appointed by Ilija Batljan Invest AB (publ)), has submitted the following proposed resolutions with respect to items 1, 8 and 9 of the proposed agenda above.

Item 1. Election of Chairman of the Meeting

The Nomination Committee proposes that Christian W. Jansson be elected Chairman of the Meeting (or, in the event he is prevented from attending, such other person as the Nomination Committee may designate).

Item 8. Determination of fees to the Board of Directors and the auditor

The Nomination Committee proposes that the fees to the Board of Directors be allocated as follows: SEK 500,000 to the Chairman of the Board of Directors and SEK 250,000 to each other Board member elected by the Annual General Meeting who is not employed by the Company. The total fees amount to SEK 1,000,000.

The fee to the Chairman of the Audit Committee is proposed to amount to SEK 50,000. For other members of the Audit Committee, a fee of SEK 35,000 is proposed.

No remuneration is proposed for the members of the Remuneration Committee.

The auditor’s fees are proposed to be paid in accordance with approved invoice.

Item 9. Election of the Board of Directors and auditing firm or auditors

The Board of Directors currently consists of five (5) ordinary members without deputies. The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the Board of Directors shall consist of four (4) ordinary members without deputies.

The Nomination Committee proposes the re-election of the current members Christian W. Jansson, Björn Thorngren, Jina Zachrisson and Mia Arnhult. Gunilla Spongh has declined re-election.

Christian W. Jansson is proposed to be re-elected as Chairman of the Board of Directors.

For a presentation of the members proposed for re-election, please refer to the Company’s website, http://corporate.meds.se.

The Nomination Committee proposes that the Company shall have one (1) registered auditing firm as auditor without deputy auditors for the period until the end of the next Annual General Meeting.

The Nomination Committee proposes that the Annual General Meeting re-elect the auditing firm Ernst & Young AB. Ernst & Young AB has informed the Company that, if Ernst & Young AB is elected as auditor, Andreas Nyberg Selvring will remain as auditor in charge.

THE BOARD OF DIRECTORS’ PROPOSED RESOLUTIONS REGARDING ITEMS 7 b AND 10

Item 7 b. Resolution on appropriation of the Company’s result according to the adopted balance sheet

The Board of Directors proposes that no dividend be paid for the financial year 2025.

Item 10. Resolution on authorisation for the Board of Directors to resolve on new issues of shares as well as issues of warrants and/or convertibles

The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders’ pre-emptive rights, to resolve on new issues of shares and issues of warrants or convertibles against cash payment and/or with a provision for contribution in kind or set-off or otherwise subject to conditions. The number of shares, or warrants or convertibles entitling to subscription of shares, that may be issued shall not exceed 20 per cent of the number of registered shares in the Company at the time of the Board of Directors’ first resolution pursuant to the authorisation. Deviation from the shareholders’ pre-emptive rights shall be possible in order to, where needed, strengthen the Company’s financial position, broaden the shareholder base and/or bring in increased institutional ownership in the Company. New issues and issues of warrants and/or convertibles shall, in the event of deviation from the shareholders’ pre-emptive rights, be carried out on market terms.

The Board of Directors, the CEO, or a person designated by the Board of Directors shall be entitled to make such minor adjustments to the resolution as may prove necessary in connection with the registration thereof.

A resolution in accordance with the Board of Directors’ proposal requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the Annual General Meeting regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation. The duty of disclosure also encompasses the Company’s relationship with other Group companies, the consolidated financial statements, and such circumstances concerning subsidiaries as are referred to in the preceding sentence.

DOCUMENTS

The accounting documents and auditor’s report, as well as the proxy form, will be made available at the Company no later than three (3) weeks before the Annual General Meeting, and complete proposals for resolutions will be available at the Company’s offices at Drivhjulsvägen 42, 126 30 Hägersten no later than two (2) weeks before the Annual General Meeting, and will be sent to shareholders who so request and provide their e-mail or postal address.

________________________

Stockholm, April 2026
Meds Apotek AB
The Board of Directors