Governance

Nomination Committee ahead of the 2025 AGM

Ahead of the AGM 7 May 2025, and in accordance with the applicable instructions for the Midsona Nomination Committee, the following members have been appointed:

Henrik Munthe, Stena Adactum AB. Chair oft he Nomination Committee, Bengt Belfrage, Nordea Fonder, and Rune Bro Roin, Roin Holding ApS.

Midsona’s Chairman, Patrik Andersson, is a co-opted member of the Nomination Committee.

Shareholders who wish to submit proposals to the Nomination Committee can do so by email at valberedning@midsona.se pr by ordinary mail to Midsona AB, Nomination Committee, Box 21009, 200 21 Malmö. Proposals must be received by the Nomination Committee at the latest on January 15, 2025.

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Instruction for the appointment of the Nomination Committee and its work

The Nomination Committee shall consist of three members. The Chairman of the Board shall contact the three largest shareholders in terms of votes according to the shareholder register maintained by Euroclear Sweden AB as of the last banking day in August. After contacting the shareholders, they shall, within 14 days, provide information on whether they wish to appoint a member to the Nomination Committee or not. If the contacted shareholder waives their right to appoint a member, the shareholder with the next highest number of votes shall be given the opportunity to appoint a member and must, within one week, provide information on whether they wish to appoint a member or not.

The Chairman of the Board is responsible for convening the Nomination Committee and may also be co-opted to the Nomination Committee, except when the Nomination Committee is to consider the question of the Chairman of the Board.

The names of the three members and the names of the shareholders who have proposed them shall be disclosed as soon as the Nomination Committee has been appointed, but no later than six months before the Annual General Meeting. If, at this time, fewer than three shareholders have appointed members, the Nomination Committee may consist of fewer members.

The term of office of the Nomination Committee shall last until such time as a new Nomination Committee is appointed.

The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the shareholder with the largest number of votes. However, the first meeting of the Nomination Committee shall be opened by the Chairman of the Board.

If a significant change occurs in the Company's ownership structure after 31 August but before the date falling three months before the upcoming Annual General Meeting, and a shareholder, who after this significant change has become one of the three largest shareholders in terms of votes, requests to join the Nomination Committee, the Nomination Committee shall offer such seat in the Nomination Committee by either deciding that such shareholder shall replace the shareholder with the least number of votes in the Nomination Committee after the change or by deciding to add one additional member to the Nomination Committee, however, with a maximum of four members. If a member leaves the Nomination Committee before its work is completed or ceases to represent the shareholder who appointed such member, the shareholder who appointed the member shall have the right to appoint a new member. If the shareholder does not exercise the right to appoint a new member, the right to appoint such member shall pass to the shareholder with the next highest number of votes who has not already appointed or abstained from appointing a member of the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced as soon as they occur.

The Nomination Committee shall perform its duties in accordance with these instructions and the Swedish Corporate Governance Code. The task include, among other things, preparing and submitting proposals to the Annual General Meeting for:

• election of the Chairman of the Annual General Meeting;
• election of the Chairman of the Board and other members of the Company's Board;
• Board remuneration divided between the Chairman and other members, as well as remuneration for Committee work;
• election and remuneration of auditors and deputy auditors (if applicable); and
• changes in the instructions of the Nomination Committee (if applicable).

Remuneration shall not be paid by the Company to the members of the Nomination Committee. The Nomination Committee shall have the right to incur costs on behalf of the Company for expenses such as recruitment consultants and other consultants required for the Nomination Committee to fulfill its duties.

The Board of Midsona has appointed an Audit Committe and a Remuneration Committee. The members of the committees and their chairpersons are appointed at the inaugural Board meeting for one year at a time. The work of the committees is mainly of preparatory and advisory nature, although the Board may, in individual cases, delegate the right to determine specific issues to the committees. The matters addressed at committee meetings are minuted and reported to the Board at the next Board meeting.

The Audit Committee's main task is to oversee the financial reporting and ensure that the adopted principles for financial reporting, sustainability reporting, internal controls, internal audit and risk assessment are adhered to and applied. Its mission is to support the Nomination Committee with proposals for the election of audit firm and audit fees.

In 2024, the Audit Committee consists of Tomas Bergendahl (chairman), Jari Latvanen and Johan Wester.

The Remuneration Committee's main task is to prepare business for decision by the Board, relating to terms of remuneration and employment for the CEO and other senior executives on the basis of principles established by the Annual General Meeting. It is also tasked with proposing gudelines for remuneration to the CEO and other senior executives, and with monitoring and evaluating the objectives and principles for variable compensation.

In 2024, the Remuneration Committee consists of Patrik Andersson (Chairman) and Johan Wester.

At the Annual General Meeting 2024, the authorised accounting firm Deloitte AB was re-elected for a period of one year up to the end of the 2025 Annual General Meeting. It was decided at the Annual General Meeting 2024 that remuneration of the external auditor will be on approved account.

The auditor examines the company's annual accounts, interim report for the third quarter and accounting records and the administration of the Board of Directors and Chief Executive Officer.

The auditor attends each meeting of the Audit Committee and continuously reports to the Audit Committee. The audit is reported to the shareholders in the audit report, which constitutes a recommendation to the shareholders prior to their decision at the Annual General Meeting. The audit takes place in accordance with the Swedish Companies Act and generally accepted auditing principles.

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Principal auditor responsible

Jeanette Roosberg

‍Born 1973. Authorised public accountant at Deloitte AB

Auditor of Midsona since 2021

Deloitte

Guidelines for remuneration to senior executives

These guidelines cover salary and other remuneration for Board members and senior executives of Midsona. The senior executives includes the CEO and other members of group management.

A review of the guidelines has been made prior to the Annual General Meeting 2024 and such review has resulted in an adjustment regarding the maximum pension contributions for senior executives from 25 percent to 30 percent of the fixed base salary. Otherwise, only editorial changes have been made.

The guidelines shall apply to remuneration agreed upon, and changes made to already agreed remuneration, after the guidelines being adopted by the Annual General Meeting 2024. The guidelines do not cover remuneration resolved upon by a General Meeting, such as stock-related incentive programs or remuneration for Board members.

If a Board member performs work on behalf of the Company, beyond Board work, consulting fees and other remuneration for such work may be paid in accordance with the guidelines, subject to a separate decision by the Board.
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The guidelines’ promotion of Midsona's business strategy, long-term interests, and sustainability

Midsona's business strategy is to help people live a healthy life. The Company's wide range of strong brands with leading health and wellness products can satisfy the needs of many consumers. By developing existing brands and incorporating new brands, the Company can meet existing and emerging trends and, thereby, remain a market leader.

Midsona also conducts targeted efforts within sustainability, creating value for the society and the group's business operations. Sustainability is an integral part of the Company's operations. Midsona allocates significant resources to sustainability efforts and has for several years been driving comprehensive internal initiatives to promote employee health and well-being, as well as external. The results are reported in detail in the groups yearly sustainability report.

For further information on Midsona's business strategy, long-term interests, and sustainability, see the Company's website www.midsona.com.

To safeguard Midsona's long-term interests, implement the Company's business strategy, and meet expectations of sustainable and responsible business conduct, Midsona must recruit, retain, and motivate employees with the right qualifications. Achieving this requires that Midsona can offer a

competitive, total remuneration on market terms, which these guidelines enable. The portion of total compensation comprising variable remuneration should aim to promote Midsona's business strategy, long-term interests, and sustainability.

Incentive program

In Midsona, long-term equity-based incentive programs have been established. These have been decided upon by the General Meeting and are therefore not covered by these guidelines. The programs include current and future senior executives within the Midsona group.

The equity-based incentive programs resolved upon by the Meeting are further described in Note 8 Employees, personnel expenses and senior executives’ remuneration in the 2023 annual report, available on the Company's website, www.midsona.com.

Forms of compensation

Midsona shall offer a total remuneration on market terms which is competitive. The remuneration may consist of fixed base salary, the possibility of variable remuneration in the form of a bonus, insurance, pension, severance pay and other benefits. The total compensation shall be reviewed yearly to safeguard that the total compensation is in line with the going rate in the market and is competitive. Consideration shall then be taken with regard to position, the size of the Company, salary and the executive’s experience. In addition, the general meeting can – regardless of these guidelines – resolve on share-based remunerations.

Fixed base salary

The fixed base salary shall be based on the individual executive’s position, competence, experience and performance. The fixed base salary shall constitute the basis for the total remuneration.

Variable cash remuneration

Variable remuneration shall be tied to predetermined and measurable criteria aimed at promoting the Company's long-term value creation, business strategy, long-term interests, and sustainability. The allocation between fixed salary and remuneration that is not predetermined to a certain amount shall be set in proportion to the executive's responsibility and authority. Variable remuneration shall be based on the fulfillment of individual goals that are set by the Board for the CEO and by the Remuneration Committee, after proposal from the CEO, for other senior executives. Such goals may, for example, be related to results, turnover, cash flow and the outcome within the executive’s area of responsibility.

The measurement period for criteria related to variable remuneration shall be one (1) year. The CEO shall be entitled to a variable bonus corresponding to a maximum amount not exceeding 50 percent of the CEO's fixed base salary for a one-year period. Other members of the executive management shall be entitled to a variable bonus corresponding to a maximum amount not exceeding 30 percent of the executive's fixed base salary for a one-year period.

Once the measurement period for meeting the criteria for variable remuneration has ended, the extent to which the criteria have been met should be assessed and determined. The Board is responsible for the assessment regarding variable remuneration for the CEO. As for variable remuneration for other senior executives, the Remuneration Committee, in consultation with the CEO, is responsible for the assessment. The assessment of whether the Company's financial goals have been achieved should be based on the Company's most recently published annual report.

During the annual evaluation, the Remuneration Committee, or if applicable, the Board, may adjust the goals and remuneration for both positive and negative extraordinary events, reorganizations, and structural changes.

The variable cash remuneration is not pensionable.

Pension benefits

Pension terms shall be on market terms and outlined in accordance with the levels and practices applicable in the country where the senior executive is employed. Pension benefits shall be contribution-based and normally provide entitlement to pension from the age of 65. For all senior executives, the pension benefits may amount to a maximum of 30 percent of the fixed base salary.

Other benefits

All executives may be entitled to other benefits aimed at facilitating the executive's ability to perform their duties. Other benefits may include, for example, sickness, life, and healthcare insurance, as well as car and travel benefits. Such benefits should be on market terms and may amount to a maximum of ten (10) percent of the fixed base salary.

Regarding employment relationships subject to rules other than Swedish, necessary adjustments may be made to comply with mandatory rules or local practices, provided that the overall purpose of these guidelines is met.

Terms of termination and severance pay

All executives, including the CEO, may terminate their employment with a six (6) months' notice period.

In the event of termination by Midsona, the notice period shall not exceed twelve (12) months. If the CEO's employment is terminated at the initiative of Midsona, a severance pay with an amount corresponding to six (6) months salary shall be paid in addition to fixed base salary during the notice period.

Fixed base salary during the notice period and severance pay shall not exceed an amount equivalent to the executive's fixed base salary for 24 months.

Furthermore, remuneration for any commitment regarding non-competition may be provided. Such remuneration shall compensate for any loss of income due to the non-competition commitment and may be paid at a rate not exceeding the executive's monthly salary at the termination of employment. Remuneration shall be paid during the time that the non-compete obligation applies, which shall not exceed twelve (12) months after the termination of employment.

Consideration of salary and employment terms for Company employees

In the preparation of the Board's proposal for these guidelines, the salary and employment terms for Midsona's employees have been considered. Information about the employees' total remuneration, remuneration components, as well as the increase and growth rate of remuneration over time, has been part of the Remuneration Committee's and the Board's decision-making basis in evaluating the reasonableness of the guidelines and the limitations imposed by them.

The decision-making process for establishing, implementing, and reviewing the guidelines

The Board has established a Remuneration Committee. The Committee's duties include preparing the Board's decisions regarding remuneration and employment conditions for the CEO and other senior executives in Midsona based on these principles. The Committee shall also propose guidelines for remuneration to the CEO and other senior executives, as well as monitoring and evaluating goals and principles for variable remuneration.

The Board shall propose new guidelines at least every fourth year and present the proposal to the General Meeting for decision. The guidelines shall apply until new guidelines have been adopted by the General Meeting.

The members of the Remuneration Committee are independent in relation to Midsona and the Company's management. When the Board considers and decides on remuneration-related matters, the CEO or other senior executives are not present to the extent they are affected by the issues. Remuneration and other employment conditions for the CEO are prepared by the Remuneration Committee and decided upon by the Board. Remuneration and other employment conditions for other senior executives are decided by the Remuneration Committee in consultation with the CEO. The Board is regularly informed about the remuneration levels for other senior executives.

Temporary deviation from the guidelines

The Board may resolve to temporarily deviate from the guidelines entirely or partly if there are specific reasons for it in an individual case and a deviation is necessary to safeguard Midsona's long-term interests, including sustainability, or to ensure Midsona's financial viability. As stated above, it is the responsibility of the Remuneration Committee to prepare the Board's decisions on remuneration matters, which also includes decisions on deviations from the guidelines.

In cases where the Board makes such a deviation, this shall be stated in the Board's report on remuneration, including the reasons for the deviation and which parts of the guidelines the deviation has been made from.

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Remuneration reports

Remuneration reports are published as part of our annual reports, please see our report archive for more information.

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Incentiveprogram

In August 2022, a total of 120,000 warrants in TO2022/2025 were transferred to senior executives. The CEO acquired 20,000 warrants and the other members of Group Management acquired 100,000 warrants. Each warrant entitles the holder to subscribe for one share of series B. The time for exercise of the warrants is from 1 August 2025 to 20 December 2025. The subscription price for the option program is SEK 25.60 after recalculation as a result of the completed rights issue in December 2022 (previously SEK 25.66). The transfer of the warrants was made on market terms based on a calculation according to the Black & Scholes model performed by PWC AB, which is to be regarded as independent in relation to Midsona. The fair value per warrant was SEK 3.82 at the time of the transaction in August 2022. No other incentive program is outstanding.

Adopted at extraordinary general meeting 24 November 2022

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§ 1 Business Name

The business name of the company is Midsona AB. The Company is a public company (publ).

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§ 2 Seat of the Board of Directors

The Board of Directors is based in Malmö Municipality.‍

§ 3 Activities
The Company shall, directly or through subsidiaries, develop and market health products, including pharmaceuticals and biotechnological products, herbal remedies and dietary supplements, over-the-counter care products, health foods, and related products, as well as conduct activities compatible therewith.

§ 4 Share Capital

The Company's share capital shall amount to a minimum of SEK 500,000,000 and a maximum of SEK 2,000,000,000.

§ 5 Number of Shares

The number of shares shall not be less than 100,000,000 and not more than 400,000,000.

Shares may be issued in two classes: Class A and Class B. Each class of shares may be issued at 100 percent of the share capital. When voting at General Meetings, Class A shares entitle the holder to ten (10) votes and Class B shares to one (1) vote.

If the company resolves to issue new shares of Class A and Class B by way of a cash issue or a set-off issue, owners of shares of Class A and Class B shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares previously owned by the holder (primary preferential right). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for subscription under subsidiary preferential rights, the shares shall be distributed among subscribers in proportion to the number of shares they previously own and, to the extent this cannot be done, by drawing lots.

If the company resolves to issue only Class A or Class B shares by way of a cash issue or a set-off issue, all shareholders, regardless of share class, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously own.

The above provisions regarding preferential rights shall also apply correspondingly to the issuance of warrants and convertibles.

The preferential rights described herein shall not restrict the company from resolving on share issues deviating from shareholders' preferential rights.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued of each share class in proportion to the number of shares of the same class already issued. Existing shares of a certain class shall entitle the holder to new shares of the same class. These provisions shall not restrict the possibility of issuing shares of a new class through a bonus issue, following necessary amendments to the Articles of Association.

§ 6 Board of Directors

The Board of Directors shall consist of three to nine members elected by the General Meeting. No deputies shall be appointed.

§ 7 Auditors

The company shall have one or two auditors, with or without deputies. Only an authorised public accountant or a registered accounting firm may be appointed as auditor or deputy auditor.

§ 8 Notice

Notice of General Meetings shall be given by publication in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company's website. A notice indicating that the announcement has been made shall also be published in Dagens Industri.

§ 9 Notification of Intention to Attend General Meeting

Shareholders wishing to attend General Meetings shall notify the Company no later than on the date set out in the notice of the General Meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not be earlier than the fifth weekday before the General Meeting. If no last date for notification is set out in the notice, notification of intention to attend is not required to participate in the General Meeting.

Shareholders may at a General Meeting be accompanied by one or two advisers, provided that the shareholder has given notice to the Company of the number of advisers as set out in the previous paragraph.

§ 10 General Meetings

The General Meeting shall be held in Malmö.

At the Annual General Meeting, the following matters shall be addressed:

1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to approve the minutes.
5. Confirmation that the meeting has been duly convened.
6. Presentation of the Annual Report and the Auditor’s Report as well as the Consolidated Financial Statements and the Auditor’s Report on the Group.
7. Decisions regarding:
   a) adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet,
   b) appropriation of the company’s profit or loss in accordance with the adopted balance sheet,
   c) discharge from liability for the members of the Board of Directors and the CEO.
8. Determination of the number of Board members, auditors, and, where applicable, deputy auditors.
9. Determination of remuneration for the Board and auditors.
10. Election of the Board of Directors, auditors, and, where applicable, deputy auditors.
11. Other matters to be addressed at the meeting pursuant to the Swedish Companies Act or the Articles of Association.

§ 11 Proxy Collection and Advance Voting

The board of directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4 of the Swedish Companies Act (2005:551).

The board may, prior to a general meeting, decide that the shareholders shall be able to exercise their voting rights prior to the general meeting by post in accordance with Chapter 7, Section 4a of the Swedish Companies Act.

§ 12 Financial Year

The financial year shall be the calendar year.

§ 13 Record Day Provision

The company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

§ 14 Conversion

Holders of Class A shares may request conversion of one or more Class A shares to the corresponding number of Class B shares, within the maximum limit for the number of Class B shares that may be issued. The request for conversion must be submitted in writing to the Board of Directors, specifying the number of shares to be converted. The conversion is executed upon registration.

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Through our governance structures we create the conditions for us and our value chain to operate in a healthy and sustainable way. Our company guidelines and governance systems help us act in line with our values and ethical standards.

Midsona has been a participant in the UN Global Compact since 2011, and we support the UN Declaration on Human Rights, the UN Convention against Corruption, the ILO's fundamental conventions and the Rio Declaration.

It is of the highest priority for Midsona to respect human rights and labor law and to protect health, safety and the environment. We also expect our suppliers and other collaboration partners to have the same priorities.

Our work around human rights is regulated, among other things, in our Code of Conduct and the Supplier Code of Conduct and its underlying procedures. All employees and business partners are expected to know and adhere to its content. Midsona does not accept any form of discrimination and respects the employees' rights and freedoms. Midsona does not accept any form of forced or child labour. Midsona prioritises its employees' health and safety and offers a creative and developing working environment. In all contexts, Midsona seeks to encourage and act in line with sound competition principles. All communication should take place in accordance with applicable legislation and the Group's policies.

Midsona's employees are expected to act in an ethical manner in relation to the Group's stakeholders and no corruption is accepted. The individual employee, the board and everyone else who acts in Midsona's name must act in a responsible manner, with integrity, responsibility, loyalty and respect for other people and for the environment.