WELCOME TO THE EQT AB ANNUAL SHAREHOLDERS' MEETING 2025

The shareholders of EQT AB (publ) ("EQT") are given notice of the Annual Shareholders' Meeting (the "Meeting") to be held on Tuesday 27 May 2025 at 15.00 CEST at Cirkus, Djurgårdsslätten 43-45, SE-115 21 Stockholm, Sweden. Registration starts at 14.00 CEST. The shareholders may also choose to participate and vote online or to vote in advance.

STOCKHOLM, April 23, 2025 /PRNewswire/ -- Conditions for participation

Shareholders may choose to participate in, and vote at, the Meeting online (i.e. electronically), in person or in advance. Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear") concerning the circumstances on Monday 19 May 2025.

In addition, the shareholders must give notice of their participation in the Meeting:

• Shareholders who choose to participate in, and vote at, the Meeting online or in person must give notice of participation no later than Wednesday 21 May 2025. Notice of participation may be submitted by e-mail to proxy@computershare.se (with reference to "EQT AGM 2025"), by mail to Computershare AB, "EQT AGM 2025", Box 5267, SE-102 46 Stockholm, Sweden, or by telephone to Computershare AB +46 8 46 00 73 80. Natural persons with BankID are primarily asked to submit their notice of participation on EQT's website, https://eqtgroup.com/shareholders/corporate-governance. 
• Those who choose to vote in advance must give notice of participation by submitting their advance vote in accordance with the instructions in the "Advance voting" section below so that the advance vote is received by Computershare AB no later than Wednesday 21 May 2025.

When giving notice of participation, please state name, personal identification number or corporate registration number, address, telephone number and e-mail address. If you wish to be represented by proxy, this must be notified within the same time and in the same manner as stated above and a power of attorney as well as other relevant supporting documents must be attached.

To be entitled to participate in the Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of Monday 19 May 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed no later than the second banking day after Monday 19 May 2025 are taken into account when preparing the register of shareholders.

Simultaneous translation (Swedish/English and English/Swedish) will be offered at the Meeting venue. For persons attending the Meeting online, such translation will be offered via subtitles.

Attendance in person

If you wish to participate in the Meeting in person, you must give notice as instructed above. Registration will commence at 14.00 CEST and fika will be served ahead of the Meeting.

Attendance online

If you wish to participate in the Meeting online, you must give notice as instructed above. You will receive an email with log in instructions on or around 23 May 2025. On the day of the Meeting, you can log in from 14.00 CEST, and you must have logged in no later than 15.00 CEST. Please note that you must log in on the day of the Meeting in accordance with the above to be able to participate in and vote at the Meeting.

In connection with each proposal for which online voting is conducted, you will be able to choose between the alternatives "Yes", "No" or "Abstain". For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to speak, present proposals or objections or request voting. The Board has resolved that external persons have the right to follow the Meeting as it is not possible to verify if any external persons follow the Meeting online.

It will be possible to ask questions online during the Meeting through a chat function. The ambition is that all questions shall be presented and answered, but the number, as well as the type of questions, may entail that not all questions are presented and answered in the Meeting. A moderator will categorize questions asked to facilitate for the chairperson and to avoid repetitions.

In order to participate and vote online, you must have a steady network connection throughout the Meeting and the web browser on your computer, smartphone or tablet shall be updated to the latest software version and operating system etc. More information can be found in the email with your log in instructions. EQT has carefully prepared to enable participation and voting online. However, it cannot be ruled out that any technical complication entails functional deficiencies. If this happens, or if the participation online otherwise did not work as intended, the Meeting will be held disregarding online votes that would otherwise have been casted. Therefore, it is important to note that if you want to be certain of being able to vote, you should vote in advance or participate in person.

Advance voting

You may exercise your voting rights at the Meeting by voting in advance, so called postal voting. To vote in advance, please use the form for advance voting available on https://eqtgroup.com/shareholders/corporate-governance. 

Shareholders who vote in advance may follow the Meeting online by requesting this in the form for advance voting. If a shareholder chooses to vote in advance and follow the Meeting online, the shareholder will not be able to participate in a voting procedure or otherwise change or withdraw its advance vote during the Meeting.

If a shareholder has voted in advance and has notified its participation to attend the Meeting at the meeting venue, the vote cast in advance is still valid to the extent that the shareholder does not participate in a voting procedure at the Meeting or otherwise withdraws the advance vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the previously submitted advance vote with regard to the relevant item on the agenda.

The completed and signed advance voting form must be received by Computershare AB (administering the forms on behalf of EQT) no later than Wednesday 21 May 2025, either by using BankID, by e-mail to proxy@computershare.se (with reference "EQT AGM 2025") or by mail to Computershare AB, "EQT AGM 2025", Box 5267, SE-102 46 Stockholm, Sweden. If the shareholder votes in advance by proxy, the power of attorney shall be enclosed to the form or submitted in accordance with the instructions in the form. If the shareholder is a legal entity, a registration certificate or a relevant supporting document shall be enclosed to the form or submitted in accordance with the instructions in the form. The shareholder may not add any specific instructions or conditions in the voting form. If so, the vote will be invalid. Further instructions and conditions are included in the form for advance voting.

Questions and shareholders' right to receive information

The shareholders are reminded of their right to receive information from the Board and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Requests for such information may be submitted in advance by e-mail to agm@eqtgroup.com or by mail to EQT AB, "AGM 2025", Box 164 09, SE-103 27 Stockholm, Sweden.

Shares and votes

As per the date of this notice, EQT's share capital amounts to approximately SEK 125,335,166 represented by 1,242,006,967 shares divided into 1,241,510,911 ordinary shares and 496,056 class C shares. Ordinary shares carry one vote while class C shares carry 1/10th vote. As per the time of this notice, EQT holds 63,030,420 own ordinary shares, corresponding to 63,030,420 votes, which cannot be represented in the Meeting.

Proposed agenda

1. Opening of the Meeting
2. Election of chairperson of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons who shall approve the minutes of the Meeting
6. Determination of whether the Meeting has been duly convened
7. Presentation by the CEO
8. Presentation of the annual report as well as the consolidated financial statements and the auditors' report
9. Resolution regarding adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
10. Resolution regarding allocation of EQT's profit in accordance with the adopted balance sheet
11. Resolution regarding discharge of liability for the Board members and the CEO
12. Resolution on:
    a. the number of Board members who shall be appointed by the Meeting
    b. the number of auditors and deputy auditors who shall be appointed by the Meeting
13. Resolution on:
    a. fees to the Board members
    b. transfer of own shares to Board members
    c. fees to the auditors
14. Election of Board members and Chairperson of the Board
    a. Conni Jonsson, re-election
    b. Brooks Entwistle, re-election
    c. Diony Lebot, re-election
    d. Gordon Orr, re-election
    e. Marcus Wallenberg, re-election
    f. Margo Cook, re-election
    g. Richa Goswami, re-election
    h. Jacob Wallenberg Jr, new election
    i. Chairperson of the Board: Conni Jonsson, re-election
15. Election of auditors and deputy auditors
16. Presentation of the Board's remuneration report for approval
17. Resolution on authorization for the Board to issue shares, convertible bonds and warrants
18. Resolution on authorization for the Board to resolve on repurchase and transfer of own shares
19. Resolution on reduction of the share capital through cancellation of ordinary shares held in treasury and on increase of the share capital through a bonus issue
20. Resolution on amendment of the EQT Share Program and the EQT Option Program
21. Proposal from the shareholder Tommy Jonasson regarding a sponsorship arrangement
22. Closing of the Meeting

The Board's proposals

Item 10 – Allocation of EQT's profit in accordance with the adopted balance sheet

The Board proposes a dividend to the shareholders of SEK 4.30 per share for the fiscal year 2024. The dividend is proposed to be paid out in two installments. At the first installment, SEK 2.15 with record date 30 May 2025. At the second installment, SEK 2.15 with record date 1 December 2025. Should the Meeting resolve in favor of the proposal, payment of the dividend is expected to be facilitated by Euroclear on 4 June 2025 and on 4 December 2025, respectively.

Item 17 – Authorization for the Board to issue shares, convertible bonds and warrants

The Board proposes that the Meeting resolves to authorize the Board to, during the period until the next Annual Shareholders' Meeting, on one or more occasions, resolve upon issuances of new shares, convertible bonds and/or warrants to be paid in cash, by way of set-off and/or in kind. Shares, convertible bonds and/or warrants may be issued without preferential rights for the shareholders of EQT AB. The number of shares, convertible bonds and/or warrants issued may not correspond to a dilution of more than 10 percent of the total number of shares as of the first exercise of the proposed authorization, after full exercise of the hereby proposed authorization.

The purpose of the authorization is to provide flexibility for acquisitions of companies, businesses or parts thereof, as well as to increase financial flexibility for EQT and broaden the shareholder base. Any issue of new shares resolved upon pursuant to this authorization shall be made at market terms and conditions, taking into account the transaction as a whole. Warrants may be issued free of charge.

The Group General Counsel, Corporate, of EQT AB is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Item 18 – Authorization for the Board to resolve on repurchase and transfer of own shares

The Board proposes that the Meeting resolves to authorize the Board to decide on purchases and transfers of the company's own ordinary shares as follows:

The Board is authorized to make purchases of the company's ordinary shares on as many occasions as it deems appropriate during the period up to the Annual Shareholders' Meeting 2026. The number of shares purchased must at no time result in the company's holding exceeding 10 percent of all the shares in the company.

The purchases are to be made on Nasdaq Stockholm or in accordance with an offer to acquire shares directed to all shareholders of the same share class or through a combination of these two alternatives. Acquisition of shares on Nasdaq Stockholm shall be made at a price per share within the price interval applicable at the time of acquisition. Acquisitions of shares by way of offers to acquire shares directed to all the company's shareholders of the same share class shall be made at an acquisition price which is no more than 15 percent above the prevailing market price and no less than SEK 0.

The Board is also authorized to make transfers of the company's ordinary shares on as many occasions as it deems appropriate during the period up to the Annual Shareholders' Meeting 2026. Transfers of the company's own ordinary shares may be made of up to such number of ordinary shares as is held by the company at the time of the Board's resolution regarding the transfer.

The transfers are to be made on Nasdaq Stockholm or in connection with acquisitions of companies and business operations without preferential rights for the shareholders. Transfers of shares on Nasdaq Stockholm shall be made at a price per share within the price interval applicable at the time of transfer. Transfers of shares in connection with acquisitions of companies and business operations may be made against cash payment or against payment by way of set-off and/or in kind, or otherwise on special conditions, at a price per share that is not below market terms. However, a discount to the prevailing market price may apply, in line with market practice.

The purposes of the authorization on repurchase of own shares are to enable the Board to adjust the company's capital structure, enable acquisitions of companies and business operations where payment is made with own shares, deliver shares to Board members as Board fee in accordance with items 13a-b as well as mitigate the dilution impact from the company's incentive programs and acquisitions made by EQT. The purpose of the authorization on transfer of own shares is to enable the Board to finance acquisitions of companies and business operations with own shares.

Item 19 – Reduction of share capital through cancellation of ordinary shares held in treasury and increase of share capital through bonus issue

The Board proposes that the Meeting resolves to reduce the share capital, for allocation to non-restricted equity, by canceling 6,899,011 ordinary shares held in treasury by EQT, through which the share capital decreases by SEK 696,202.78. The purpose of the reduction is to cancel ordinary shares held in treasury to, over time, off-set the dilution impact from shares delivered to participants in EQT's Share and Option Incentive Programs.

To restore the share capital following the decrease in the share capital, the Board proposes that the Meeting at the same time resolves to increase the share capital by SEK 696,202.78 through a bonus issue without issuing new shares, whereby the amount is to be transferred from non-restricted equity.

Statement pursuant to Chapter 20 Section 13 of the Swedish Companies Act:

The effect of the Board's proposal to decrease the share capital is that the share capital and restricted equity decrease by SEK 696,202.78. The effect of the Board's proposal to increase the share capital through a bonus issue is that the share capital and restricted equity increase by SEK 696,202.78. Therefore, and overall, there is no decrease in the share capital or restricted equity.

Item 20 – Resolution on amendment of the EQT Share Program and the EQT Option Program

The Board proposes revised terms and conditions of the "EQT Share Program" and the "EQT Option Program", as approved by the Annual Shareholders' Meeting 2023. The Board has reviewed the EQT Share Program and EQT Option Program and concluded that the amendments proposed under this item 20 are appropriate for the programs to fulfil their objectives, i.e. to align employees' performance to the interest of the shareholders and be an important tool for EQT to recruit, motivate and retain the best global talent, which is vital for EQT to achieve long-term growth for its shareholders. The maximum dilution under the EQT Share Program and the EQT Option Program remains unchanged. This item 20 requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the Meeting.

Adjustments to the EQT Share Program

The Board proposes that the categories that are eligible for participation in the EQT Share Program are as follows:

• Category 1 employees, comprising Partners and employees performing in a similar manner: Participants may be entitled to invest (as Gross Share Investment Amount) maximum EUR 2,000,000 per Participant in Incentive Shares at each Relevant Time of Allocation, and
• Category 2 employees, comprising senior employees within EQT such as Managing Directors, Directors, Associate Directors, and employees performing in a similar manner: Participants may be entitled to invest (as Gross Share Investment Amount) maximum EUR 500,000 per Participant in Incentive Shares at each Relevant Time of Allocation.

The Board proposes that Future Leaders in the EQT Share Program may not comprise more than five percent of EQT's FTEs for each Annual Grant.

Adjustments to the EQT Option Program

The Board proposes that the categories that are eligible for participation in the EQT Option Program are as follows:

• Category 1 employees, comprising Partners and Executive Committee members and employees performing in a similar manner: Participants may be granted Options with a value of up to EUR 2,000,000 per Participant at each Relevant Time of Allocation, and
• Category 2 employees, comprising Managing Directors and employees performing in a similar manner: Participants may be granted Options with a value of up to EUR 500,000 per Participant at each Relevant Time of Allocation.

The Board proposes that Future Leaders in the EQT Option Program may not comprise more than five percent of EQT's FTEs for each Annual Grant.

Share delivery mechanism

Since the Board through this proposal suggests that certain terms for the EQT Share Program and the EQT Option Program are amended, the Board also proposes that the Meeting approves that the ordinary shares held for hedging purposes under the EQT Share Program and the EQT Option Program may also be used under the EQT Share Program and the EQT Option Program if revised according to this item 20.

The nomination committee's proposals

The nomination committee, consisting of Jacob Wallenberg (appointed by Investor AB and Chairperson of the nomination committee), Cynthia Lee (appointed by Jean Eric Salata), Harry Klagsbrun (appointed by Conni Jonsson), Joachim Spetz (appointed by Swedbank Robur Funds) and Conni Jonsson (Chairperson of the Board), jointly representing approximately 29 percent of the voting rights for all the shares in EQT as of 31 August 2024, proposes the following:

Item 2 – The chairperson of the Meeting

Attorney Charlotte Levin or, in case she is prevented, the person assigned by the nomination committee instead.

Item 12a – The number of Board members who shall be appointed by the Meeting

Eight Board members without deputy Board members, conditional upon that necessary regulatory approvals from the Netherlands Authority for the Financial Markets and the Swedish Financial Supervisory Authority with respect to Jacob Wallenberg Jr are obtained no later than 31 October 2025 (the "Approvals"), and otherwise seven Board members without deputy Board members.

Item 12b – The number of auditors and deputy auditors who shall be appointed by the Meeting

One registered auditing company as auditor and no deputy auditors.

Item 13a – Fees to the Board members

A total compensation to the Board of EUR 1,549,000 (EUR 1,375,500), to be allocated as follows:

• EUR 331,500 (EUR 304,500) to the Chairperson and EUR 150,500 (EUR 138,500) to each of the other Board members who are not employed by the company,
• EUR 42,000 (EUR 40,000) to the Chairperson of the audit committee and EUR 21,000 (EUR 20,000) to each of the other two members, and
• EUR 40,000 (EUR 40,000) to the Chairperson of the remuneration committee and EUR 20,000 (EUR 20,000) to each of the other two members.

Should the Approvals not be obtained for Jacob Wallenberg Jr, the total compensation to the Board will instead be EUR 1,398,500.

The aforementioned compensation to the Board shall, provided that the majority requirement under item 13b is met, be paid in shares at the end of the mandate period. The number of shares to be transferred shall equal the total compensation each Board member is entitled to receive, less applicable Swedish taxes that would have been withheld if the Board compensation would have been paid in cash, divided by the share price. In the event the compensation does not correspond to the value of a full share, any remaining compensation shall lapse.

Should the majority requirement for item 13b below not be met or to the extent, for whatever reason, the compensation cannot be paid in shares, the compensation is to be paid in cash.

The nomination committee recommends that each Board member in EQT AB holds shares corresponding to at least 50% of the EQT AB shares received as Board and Committee fees, after tax, during the Board member's tenure.

Item 13b – Transfer of own shares to Board members

The nomination committee proposes that the Meeting resolves that ordinary shares that EQT AB holds shall be transferred to Board members to set off the claim the Board members have on Board compensation pursuant to item 13a. The number of ordinary shares that may be transferred may amount to not more than 100,000. The shares shall be transferred to the Board members the trading day before the next Annual Shareholders' Meeting. The price for the shares shall be the volume weighted average share price of EQT AB's share on Nasdaq Stockholm ten trading days before the day of the transfer and using the average exchange rate during the same time period.

Item 13c – Fees to the auditors

Auditors' fees are proposed to be paid upon approval of their invoice.

Item 14 – The Board members and Chairperson of the Board

The following persons are proposed for re-election as Board members for the period until the end of the Annual Shareholders' Meeting 2026: Conni Jonsson, Brooks Entwistle, Diony Lebot, Gordon Orr, Margo Cook, Marcus Wallenberg and Richa Goswami. Conni Jonsson is proposed to be re-elected as Chairperson of the Board.

Jacob Wallenberg Jr is proposed for election as new Board member for the period until the end of the Annual Shareholders' Meeting 2026, conditional upon the Approvals being obtained.

Item 15 – The auditors and deputy auditors

The registered auditing company KPMG AB is proposed to be re-elected as auditor for the period until the end of the Annual Shareholders' Meeting 2026. KPMG AB has informed that, subject to the approval of the proposal from the nomination committee regarding auditor, authorized public accountant Håkan Olsson Reising will continue to be the auditor in charge for the audit. The nomination committee's proposal is consistent with the audit committee's recommendation.

Other proposals

Item 21 – Proposal from the shareholder Tommy Jonasson regarding a sponsorship arrangement

The shareholder Tommy Jonasson proposes that the Meeting resolves that EQT participates in a sponsorship arrangement of SEK 10,000,000 to initiate a youth exchange between Denmark and Sweden.

Majority rules

The Board's proposals under items 17, 18 and 19 on the agenda are subject to the approval at the Meeting with at least two-thirds (2/3) of both the votes cast and of the shares represented at the Meeting. The Board's proposal under item 20 on the agenda is subject to the approval at the Meeting with at least nine tenths (9/10) of both the votes cast and of the shares represented at the Meeting. The nomination committee's proposal under item 13b on the agenda is subject to the approval at the Meeting with at least nine tenths (9/10) of both the votes cast and of the shares represented at the Meeting.

Further information

Information about all persons proposed as Board members and the nomination committee's motivated statement regarding the proposal for the Board as well as the complete proposal from the shareholder Tommy Jonasson pursuant to item 21 on the agenda can be found on EQT's website: https://eqtgroup.com/shareholders/corporate-governance. 

The annual report, the remuneration report and other documents are available at EQT's head office at Regeringsgatan 25 in Stockholm, Sweden and on EQT's website: https://eqtgroup.com/shareholders/corporate-governance. These documents, together with information regarding the persons proposed as Board members, information about the proposed auditor and the nomination committee's motivated statement are presented by being available on EQT's website and at EQT's head office in accordance with the above. They will also be sent free of charge to the shareholders who so request and state their postal address.

Proxy forms for shareholders who wish to vote in advance, online or in person by proxy are available on EQT's website: https://eqtgroup.com/shareholders/corporate-governance, and will be sent free of charge to the shareholders who so request and state their postal address.

EQT's registration number is 556849-4180, and its registered office is in Stockholm, Sweden.

For information on how personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding EQT's processing of your personal data, you can contact EQT by emailing dataprotection@eqtpartners.com.

_______________
Stockholm, April 2025
EQT AB (publ)
The Board

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/eqt/r/welcome-to-the-eqt-ab-annual-shareholders--meeting-2025,c4138599

The following files are available for download: