The shareholders of Lifco AB (publ), Reg. No. 556465–3185, are hereby invited to attend the Annual General Meeting (AGM) to be held on Friday 24 April 2026, at 11.00 a.m. CEST Bonnierhuset, Torsgatan 21 in Stockholm, Sweden. Entrance registration starts at 10.30 a.m. CEST.
The Board of Directors of Lifco has decided to allow the shareholders to also attend the AGM by postal voting in accordance with the regulations in Lifco’s Articles of Association as described below.
Right to attend and notice of attendance
Shareholders who wish to attend the AGM in person must:
- be recorded in the share register kept by Euroclear Sweden AB on Thursday 16 April 2026, and
- notify the company of their intention to attend the AGM by Monday 20 April 2026 in one of the following ways:
• via Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/,
• by telephone +46 (0)8-402 92 82 weekdays at 09.00-16.00;
• by e-mail to GeneralMeetingService@euroclear.com; or
• by post to Lifco, AGM, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm, Sweden.
The notice shall state name, address, telephone number, personal or corporate identity number, number of shares held and, if applicable, the number of advisors (not more than two). Shareholders who wish to attend the AGM in person must show valid identification at the entrance of the meeting venue.
Shareholders who wish to attend the AGM by postal voting must:
– be recorded in the share register kept by Euroclear Sweden AB on Thursday 16 April 2026, and
– no later than Monday 20 April 2026, notify the company of their intention to attend the AGM by submitting their postal vote in accordance with the instructions under “Advance voting by postal voting” below in order for the postal vote to be received by Euroclear Sweden AB this day.
Nominee-registered shares
In order to be entitled to participate in the meeting, shareholders who have trustee-registered their shares must, in addition to notify their intention to participate in the meeting, re-register the shares with Euroclear Sweden AB in their own name, so that the shareholder is entered in the share register on Thursday 16 April 2026. Such registration, which may be temporary (so called voting rights registration), is to be requested with the trustee in accordance with the trustee’s routines at such time in advance as decided by the trustee. Voting rights registrations completed by the nominee no later than Monday 20 April 2026 will be considered when the share ledger is produced.
Advance voting by postal voting
The shareholders may exercise their rights to vote by postal voting before the AGM. Postal voting only does not require any separate notice of attendance for the AGM.
Postal voting can take place through one of the following two options:
1. by completing and submitting a specific postal voting form for postal voting which also serves as notification of attendance. The postal voting form is available on Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/ or the company’s website lifco.se/arsstamma.
Postal voting can be made by:
• submitting the original of the completed and signed postal voting form to Lifco, AGM, c/o Euroclear Sweden AB, P.O. Box 191, 101 23 Stockholm, Sweden, or
• submitting a scanned copy of the completed and signed postal voting form by email to GeneralMeetingServices@euroclear.com (type in “Lifco – Postal voting” in the subject matter box).
2. by giving notification of attendance and submitting its postal vote digitally through BankID verification via Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/.
If the shareholder is a legal entity, a certificate of registration or corresponding authorisation document shall be enclosed to the postal voting form and if the shareholder is represented by proxy, a power of attorney shall be enclosed to the postal voting form/digital postal vote in accordance with what is described under the heading “Proxys and power of attorneys” below).
The completed postal voting form shall be received by Lifco via Euroclear Sweden no later than Monday 20 April 2026. Electronic postal voting has to be made within the same time.
The shareholder may not provide the postal voting form with any specific instructions or conditions. If made, the vote, i.e. the postal vote in its entirety, will be deemed invalid. Further instructions and conditions are stated in the postal voting form.
Proxys and power of attorneys
Shareholders participating in person or by postal voting represented by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be more than one year old, unless a longer period of validity is stated, although maximum five years.
Shareholders attending the AGM in person represented by proxy should submit a power of attorney in original by post to Lifco, AGM, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden in due time before the AGM.
Power of attorney for shareholders attending by postal voting represented by proxy, shall be attached to the postal voting form by post or by e-mail if postal voting is made by sending the postal voting form or be attached to the digital postal vote if postal voting is made via Euroclear Sweden’s portal.
A proxy form is available on the company’s website lifco.se/arsstamma.
Representatives of a legal entity shall attach a certified copy of the certificate of registration or similar document of authorisation and provide this in the same way as the proxy is provided.
Proposal for agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of compliance with the rules of convocation
7. Presentation of
a) the Annual Report and the Auditor’s Report
b) the Consolidated Accounts and the Group Auditor’s Report
c) the statement by the auditor on compliance of the Guidelines for Remuneration to Senior Executives applicable since last AGM
d) the Board’s proposal for distribution of the Company’s profit and the Board’s reasoned statement thereon
8. Report on the work of the Board of Directors, including the work and functions of the Remuneration Committee and the Audit Committee
9. The CEO’s report
10. Resolution regarding the adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet
11. Resolution regarding dispositions in respect of the Company’s profit according to the adopted Balance Sheet
12. Resolution regarding discharge from liability for the Board of Directors and the CEO
13. Establishment of the number of
a) board members;
b) auditors and deputies
14. Establishment of fees to the
a) Board of Directors including fees for work in Committees;
b) auditor
15. Election of the Board of Directors and Chairman of the Board
a) Re-election of Carl Bennet;
b) Re-election of Ulrika Dellby;
c) Re-election of Dan Frohm;
d) Re-election of Erik Gabrielson;
e) Re-election of Ulf Grunander;
f) Re-election of Anna Hallberg;
g) Re-election of Caroline af Ugglas;
h) Re-election of Per Waldemarson;
i) New election of Anders Oscarsson;
j) Re-election of Carl Bennet as Chairman of the Board
16. Election of auditor
17. Resolution to approve the Board of Directors’ remuneration report
18. Resolution regarding Guidelines for Remuneration to Senior Executives
19. Closing of the Meeting
Proposals by the Nomination Committee (items 2 and 13-16)
The Nomination Committee in respect of the 2026 AGM consists of Carl Bennet (Carl Bennet AB), Chairman, Simon Blecher (Carnegie Funds), Jannis Kitsakis (the Fourth National Swedish Pension Fund) and Javiera Ragnartz (SEB Fonder & Liv).
The Nomination Committee has proposed the following:
Chairman of the AGM: The Chairman of the Board, Carl Bennet, shall be elected Chairman of the AGM.
Board of Directors: The number of board members shall be nine, with no deputies. As board members, re-election shall be made of Carl Bennet, Ulrika Dellby, Dan Frohm, Erik Gabrielson, Ulf Grunander, Anna Hallberg, Caroline af Ugglas and Per Waldemarson. Anders Oscarsson shall be elected new member of the Board. Axel Wachtmeister has declined re-election. Carl Bennet is to be re-elected Chairman of the Board.
Board member proposed for new election: Anders Oscarsson is Chairman of the Board of listed housing development company Klövern and the Swedish Institutional Shareholders Society, a board member of the Swedish Association for Generally Accepted Principles in the Securities Market, a member of the Surveillance Department of Nasdaq Stockholm, a board member of the airline BRA and Park and Resorts. During 2013–2025 and 2009–2011, he served as Head of Equities and owner-responsible manager at AMF. During 2011–2013, he was CEO and owner-responsible manager at AMF Fonder. During 2003–2009, he held senior positions within SEB Wealth Management, including CEO of SEB Investment Management, Head of Sales, and Head of Institutional Clients. Prior to that, Anders Oscarsson served, among other roles, as Head of Equities at Danske Securities, Head of Equities at Nordbanken Equities, and as a portfolio manager at Nordbanken Portfolio Management and Gota Bank Asset Management. He has also worked as a portfolio manager and equity analyst at Hägglöf & Ponsbach Fondkommission, and as Head of Equity Brokers at Götabankens Fondkommission. Anders Oscarsson was born in 1964. He holds a Bachelor of Arts degree from University of Stockholm and a diploma in marketing economics from IHM Business School. He holds 5,000 Class B shares in Lifco. Anders Oscarsson is considered independent in relation to the company’s principal shareholder as well as to the company and Group management.
Information concerning all members proposed for re-election is available on the company’s website lifco.se.
Board and committee fees: Fees for the Board of Directors, excluding fees for Board Committees, shall be paid in a total amount of SEK 7,117,200, of which SEK 1,581,600 to the Chairman and SEK 790,800 to each of the other Board members elected by the General Meeting who are not employees of the Group. Fees for work in the Audit Committee shall be paid in an amount of SEK 319,800 for the Committee Chairman and SEK 159,900 for each of the other members. Fees for work in the Remuneration Committee shall be paid in an amount of SEK 168,500 for the Committee Chairman and SEK 104,250 for each of the other members.
Auditor: The Company is to have one auditor, with no deputies. The registered auditing firm, Ernst & Young AB, shall be re-elected as auditor for the period up until the end of the annual general meeting of shareholders in 2027. The Authorised Public Accountant Johan Holmberg is intended to be Auditor-in-Charge. Remuneration of the auditor is to be paid according to approved account.
The proposal regarding the auditors is in accordance with the Audit Committee’s recommendation.
Dividend (item 11)
The Board of Directors and the CEO propose that the AGM resolves on a dividend of SEK 2.70 per share for the financial year 2025 and that the record date for the dividend shall be Tuesday 28 April 2026. If the AGM resolves in accordance with the proposal, it is expected that the dividend will be disbursed by Euroclear Sweden on Monday 4 May 2026. The last day for trading in the Lifco share including the right to dividend is Friday 24 April 2026.1
Resolution regarding Guidelines for Remuneration to Senior Executives (item 18)
The Board of Directors proposes that the 2026 Annual General Meeting (AGM) resolves to approve guidelines for remuneration to senior executives according to the following. The guidelines match the principles applied to date.
1. Scope of the guidelines
These guidelines pertain to remuneration and other terms and conditions of employment for the persons who during the time the guidelines apply are members of Lifco AB’s Group management, referred to jointly below as “senior executives”. At present, there are three members of the Group management. The guidelines are to be applied to remuneration that is agreed, and changes made to already agreed remuneration, after the time that the guidelines have been adopted by the 2026 AGM. The guidelines do not encompass remuneration resolved by the general meeting.
Concerning terms of employment subject to regulations other than those applying in Sweden, appropriate adjustments may be made to comply with such mandatory regulations or fixed local practices, whereby the overall objectives of these guidelines must be met to the extent possible.
2. The guidelines promotion of the company’s business strategy, long-term interests and sustainability
Lifco’s business concept is to acquire and develop market-leading niche businesses that conduct sustainable operations and have the potential to deliver sustainable earnings growth and robust cash flows. The Group pursues a distinct business strategy focusing on results, simplicity and decentralisation. Lifco’s overall aim is to increase earnings every year, which has been achieved through both organic growth and acquisitions. For further information on Lifco’s business strategy, refer to the latest Annual Report.
A prerequisite for successful implementation of the company’s business strategy and
safeguarding of Lifco’s long-term interests, including its sustainability, is that the company is able to recruit and retain qualified employees. To achieve this, the company must be able to offer competitive remuneration. These guidelines make it possible to offer competitive total remuneration to senior executives. Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability.
3. Forms of remuneration, etc.
Remuneration shall be market-aligned and may comprise the following components: fixed cash salary, variable cash salary, pension benefits and other benefits. The general meeting may also – regardless of these guidelines – resolve on, for example, share- and share price-related remuneration.
Fixed remuneration
The fixed remuneration, basic salary, shall be based on the individual executive’s area of responsibility, authorities, field of competence and experience.
Variable remuneration and criteria for allocating variable cash salary, etc.
Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability. The amount of variable remuneration in relation to basic salary must be in proportion to the senior executive’s responsibility and authority. The variable remuneration shall be linked to predetermined and measurable criteria designed to promote the company’s long-term value creation. Fulfilment of criteria for the payment of variable cash salary shall be measured over a period of one year. When the measurement period for fulfilment of criteria for payment of variable cash salary has ended, an assessment is to be made of the extent to which the criteria have been met.
The variable remuneration payable to the CEO shall be capped at 100 per cent of the annual basic salary. The variable remuneration shall be based on individual targets proposed by the Remuneration Committee and adopted by the Board. Examples of such targets are results, volume growth, working capital and cash flow. For other senior executives, the variable remuneration shall be based, partly, on the outcome of his/her own area of responsibility and, partly, on individually set targets. Examples of such targets are results, volume growth, working capital and cash flow. The CEO is responsible for the assessment of variable cash salary paid to other executives.
No variable remuneration shall be paid if a pre-tax loss is reported.
Pension benefits and other benefits
Pension rights for the CEO and other senior executives shall apply no earlier than from age 65. For the CEO, an amount corresponding to 60 per cent (excluding payroll expenses) of the annual basic salary will be reserved in capital, pension, life and health insurances. Other senior executives are entitled to pension benefits of a maximum of 35 per cent (excluding payroll expenses) of the annual basic salary. Pension agreements are to be concluded according to local rules applicable in the country where the senior executive is resident. All pension benefits are defined contribution and vested, meaning they are not conditional upon future employment in Lifco.
Other benefits, such as a company car, extra health insurance or occupational health services, are to be payable insofar as they are regarded as market-aligned for senior executives in corresponding positions in the labour market where the executive is active. The combined amount of such benefits may constitute only a limited proportion of the total remuneration.
Cessation of employment
If the CEO resigns, he/she shall be subject to a period of notice of six months. If the employment of the CEO is terminated by the company, a period of notice of not more than 18 months will apply.
If the employment of another senior executive is terminated by the company, a period of notice of not more than 12 months will apply. The right to salary and other benefits is retained during the period of notice. Basic salary during the period of notice and severance pay shall, combined, not exceed an amount corresponding to basic salary for two years. Termination salary is not to be deductible from other income.
4. Salary and terms of employment for employees
When preparing the Board’s proposal on these remuneration guidelines, salary and terms of employment for the company’s employees have been considered by having information on the employees’ total remuneration, components of the remuneration and the increase and rate of increase in remuneration over time constitute a part of the Remuneration Committee’s and the Board’s decision documentation when assessing the fairness of the guidelines and the limitations that follow from them.
5. The decision-making process for determining, reviewing and implementing the guidelines
The Board has established a Remuneration Committee. This Committee’s tasks include preparing the Board’s resolution on proposal concerning guidelines for remuneration to senior executives. The Board shall formulate proposals for new guidelines when needs arise for significant changes in the guidelines, although at least every fourth year, and submit the proposal for resolution by the AGM. The guidelines are to apply until new guidelines have been adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate variable remuneration programs for the company management, the application of guidelines for remuneration to senior executives and applicable remuneration structures and remuneration levels in the company. Members of the Remuneration Committee are independent in relation to the company and executive management. Neither the CEO nor other members of company management participate in the Board of Directors’ processing of and decisions on remuneration-related matters, insofar as they are impacted by these matters.
6. Deviation from the guidelines
The Board shall be entitled to partly or fully deviate from the guidelines if there is special
reason to do so in an individual case and such deviation is necessary to satisfy the company’s long-term interests, including its sustainability, or to safeguard the company’s financial viability. As stated above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolution to deviate from the guidelines.
Documents and other information
The annual report and other supporting resolution documentation will be held available at Lifco’s premises at Verkmästaregatan 1 in Enköping, Sweden, and on the Company’s website lifco.se, not later than three weeks prior to the meeting. The documents will be sent to shareholders who so request and specify their postal address. Shareholders are reminded of their right to request information under Chapter 7, Section 32 of the Swedish Companies Act.
The register of shareholders for the meeting will be held available at Lifco’s premises at the address indicated above.
There are in total 454,216,300 shares in Lifco, entitling to 727,634,950 votes. Of these shares, 30,379,850 are class A shares with ten votes per share and 423,836,450 are class B shares with one vote per share. The Company holds no treasury shares.
For information about processing of your personal data, reference is made to the integrity policy available at Euroclear Sweden AB’s webpage https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by emailing ir@lifco.se.
Lifco’s registered office is in Enköping, Sweden.
___________________
Enköping, March 2026
The Board of Directors of Lifco AB (publ)
1 In the year-end report for 2025, which Lifco published on January 30, 2026, incorrect dates were stated for the record date and payment date, respectively, for the dividend. The dates stated here in the notice are correct.