Notice of Annual General Meeting in Humble Group AB (publ)

Right to attend the meeting

Shareholders who wish to participate in the General Meeting shall:

  • be registered as a shareholder in the share register maintained by Euroclear Sweden AB ("Euroclear") on May 14, 2024, or, if the shares are nominee registered, request that the nominee registers the shares with voting rights no later than May 16, 2024,
  • have notified the Company of their participation in accordance with the instructions under the heading "Notification" no later than May 16, 2024.

Notification

Notification can be made by letter to Humble Group AB (publ), Att. Johan Lennartsson, Ingmar Bergmans gata 2, 114 34 Stockholm or by e-mail johan.lennartsson@humblegroup.com. The notification shall include the shareholder's full name or company name, personal or corporate identity number, address, telephone number and, where applicable, the number of advisors (maximum two) that are intended to be present at the general meeting.

Shareholders who do not wish to attend the meeting in person may exercise their voting rights at the meeting by proxy with a written, signed and dated power of attorney. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached.

To facilitate admission to the meeting, proxies, registration certificates and other authorization documents should be received by the Company at the Company's address Humble Group AB (publ), Att. Johan Lennartsson, Ingmar Bergmans gata 2, 114 34 Stockholm or by e-mail johan.lennartsson@humblegroup.com no later than May 16, 2024. Please note that notification of participation at the meeting must be made even if the shareholder wishes to exercise his or her voting rights at the meeting by proxy. Submitted proxy forms are not valid as notification to attend the meeting. A proxy form is available on the Company's website(www.humblegroup.com).

Nominee-registered shares

Shareholders whose shares are nominee-registered through a bank or other nominee must request that the nominee register their shares with Euroclear in order to be able to participate in the Annual General Meeting (voting rights registration). As stated above, the nominee must have completed the voting rights registration with Euroclear no later than May 16, 2024. Shareholders must therefore contact their nominee well in advance of this date and register their shares in accordance with the nominee's instructions.

Personal data

Personal data obtained from the share register, the notification of attendance at the meeting and information on proxies will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting. For information on how personal data is processed in connection with the meeting, please refer to the privacy policy available on Euroclear's website (https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf).

Proposal for the agenda

  1. Election of the Chairman of the General Meeting
  2. Establishment and approval of the voting list
  3. Approval of the agenda
  4. Election of one or two verifiers
  5. Examination of whether the meeting has been duly convened
  6. Presentation of the Managing Director of the Company
  7. Presentation of the annual report and the audit report
  8. Decision on the following:
  1. adoption of the income statement and balance sheet.
  2. the appropriation of the Company's profit or loss according to the adopted balance sheet, and
  3. discharge from liability of the members of the Board of Directors and the Managing Director
  1. Determination of the number of members of the Board of Directors and auditors
  2. Determination of the remuneration of the Board of Directors and the auditors
  3. (a)-(h) Election of the Board of Directors and election of the auditor
  4. Decision on principles for the appointment of the nomination committee
  5. Resolution on guidelines for remuneration of senior executives
  6. Decision to amend the articles of association
  7. Resolution on authorization for the Board of Directors to resolve on issues of shares, warrants and/or convertibles
  8. Resolution on (a) introduction of an incentive program, (b) issue of warrants of series 2024/2027, and (c) approval of transfer of warrants
  9. Closure of the meeting

Proposal for a decision

Item 1: Election of the Chairman of the General Meeting

The company's Nomination Committee, consisting of Kristina Brandt (representing Neudi & Co.), Henrik Patek (representing RoosGruppen AB), Aram Jimal (representing NCPA Capital AB), and Dajana Mirborn (Chairman of the Board), proposes that attorney Philip Rämsell or, if he is prevented from attending, the person designated by the Nomination Committee instead, be appointed Chairman of the Meeting.

Item 8(b): Resolution on the appropriation of the Company's profit or loss according to the adopted balance sheet

The Board of Directors proposes that no dividend be paid for the financial year 2023 and that the funds which, according to the Company's balance sheet, are at the disposal of the General Meeting be allocated in accordance with the Board of Directors' proposal in the annual report for the financial year 2023.

Item 9: Determination of the number of members of the Board of Directors and auditors

The Nomination Committee proposes that the Board shall consist of six (6) board members without deputies for the period until the end of the next annual general meeting and that the Company shall have one (1) registered auditing firm for the period until the end of the next annual general meeting.

Item 10: Determination of the remuneration of the Board of Directors and the auditors

The Nomination Committee proposes the following(previous year's fees in brackets)

  • Fees to the Board of Directors, for the period until the end of the next Annual General Meeting, shall be paid with SEK 500,000(400,000) to the Chairman of the Board and SEK 220,000(200,000) to each of the other Board members elected by the AGM who are not operational in the Company.
  • Fees to members of the Board's Audit Committee (including the Chairman) shall amount to SEK 45 000(45 000).
  • Fees to members of the Remuneration Committee of the Board of Directors (including the Chairman) shall amount to SEK 20 000(20 000).
  • The auditor's fees shall be paid in accordance with the invoice approved by the Company.

The Nomination Committee further proposes the following adjustment of the fees to the Board of Directors and the members of the committees, provided that the Company's shares are admitted to trading on Nasdaq Stockholm:

  • Fees to the Board of Directors and committee members for the period until the first day of trading in the Company's shares on Nasdaq Stockholm shall be adjusted in relation to the respective term of office until the first day of trading.
  • The remuneration to the Board of Directors, in relation to the respective term of office from the first day of trading in the Company's shares on Nasdaq Stockholm until the end of the next Annual General Meeting, shall be adjusted to an annual fee of SEK 675,000 to the Chairman of the Board of Directors and SEK 300,000 to each of the other Board members elected by the Annual General Meeting who are not operational in the Company.
  • Fees to members of the Board's Audit Committee (including the Chairman) shall, in relation to the respective term of office from the first day of trading in the Company's shares on Nasdaq Stockholm until the end of the next Annual General Meeting, be paid with SEK 75,000.
  • Fees to members of the Board's Remuneration Committee (including the Chairman) shall, in relation to the respective term of office from the first day of trading in the Company's shares on Nasdaq Stockholm until the end of the next Annual General Meeting, be paid with SEK 50,000.
  • The AGM's resolution is proposed to be conditional upon the Company's shares being admitted to trading on Nasdaq Stockholm during the period until the end of the next AGM.

Item 11(a)-(h): Election of the Board of Directors and election of the auditor

The Nomination Committee proposes that the following Board members be elected for the period until the end of the next Annual General Meeting:

  1. Dajana Mirborn (re-election)
  2. Henrik Patek (re-election)
  3. Ola Cronholm (re-election)
  4. Pål Bruu (re-election)
  5. Sara Berger (re-election)
  6. Noel Abdayem (new election)

The Nomination Committee further proposes that:

  1. Dajana Mirborn is re-elected as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.

Finally, the Committee proposes that:

  1. the registered accounting firm BDO Mälardalen AB is re-elected as the Company's auditor for the period until the end of the next Annual General Meeting. BDO Mälardalen AB has announced that Carl-Johan Kjellman (currently the Company's auditor in charge) will be appointed auditor in charge if the annual general meeting resolves on re-election in accordance with the nomination committee's proposal.

Noel Abdayem, born 1991, is Vice President of the Company and founder of the subsidiary The Humble Co AB. Noel is a licensed dentist and as an entrepreneur has been awarded by, among others, HM King Carl XVI Gustaf as Settler of the Year, Young Entrepreneur of the Year, EY Entrepreneur of the Year and Prince Daniel's Entrepreneur Award. Through the company NCPA Capital AB, he is the third largest shareholder in the company.

A presentation of the Board members proposed for re-election, including an assessment of their independence in relation to the Company, the management and major shareholders, is available on the Company's website(www.humblegroup.com).

Item 12: Decision on principles for appointing the nomination committee

The Nomination Committee proposes that the principles for the appointment of the members of the Nomination Committee adopted at the 2023 AGM continue to be applied as instructions to the Nomination Committee until further notice.

The principles for the appointment of the Nomination Committee adopted at the 2023 AGM are available on the Company's website (www.humblegroup.com).

Item 13: Resolution on guidelines for remuneration of senior executives

The Board of Directors of the Company ("the Board of Directors") proposes that the general meeting resolves on guidelines for remuneration to senior executives in accordance with the below.

Introduction

The purpose of these guidelines is to ensure that Humble Group AB (publ), reg. no. 556794-4797 ("the Company"), shall fulfill the obligations in remuneration matters according to the Swedish Companies Act (2005:551) and the Swedish Securities Council's self-regulatory committee's rules on remuneration to the board of directors and management and on incentive programs. The Company's CEO and other members of the management team fall within the provisions of these guidelines.

Subject to the approval of the General Meeting of Shareholders, these guidelines shall apply to future remuneration as well as to changes in remuneration already agreed. Remuneration may consist of fixed cash salary, variable cash remuneration, pensions and similar benefits. In addition, the general meeting may, irrespective of these guidelines, decide on share or share price related remuneration.

Principles

The Company is a leading group at the forefront of functional foods and sustainable products. The business model is to actively identify, evaluate and acquire profitable, cash generative and market leading companies within the Company's niche. This business model requires skilled employees and management.

To ensure the success of its business model, long-term interests and sustainability, the company must be an attractive employer. A prerequisite for this success is an attractive remuneration package to recruit and retain talented senior managers. Consequently, total remuneration should be competitive, in line with market practice and linked to the responsibilities and performance of the relevant person. All remuneration covered by these guidelines should aim to promote the Company's business strategy, long-term interests and sustainability.

Variable cash remuneration covered by these guidelines shall aim to promote the Company's business strategy and long-term interests, including its sustainability.

Types of compensation

The remuneration shall be on market terms and may consist of fixed cash salary, variable cash remuneration as well as pensions and similar benefits. In addition, the general meeting may, irrespective of these guidelines, decide on share or share price related remuneration.

Fixed cash salary

The fixed basic salary of the Company's management shall be at market conditions and based on competence, responsibility and performance.

Variable cash remuneration

The Board of Directors may decide on cash compensation for the Company's executive management, linked to certain criteria to support the Company's business strategy. The target criteria, weighting, levels and conditions of such cash remuneration may vary from year to year to reflect Humble's business priorities, financial targets and non-financial objectives. The performance period in relation to the criteria for awarding variable cash remuneration shall be measurable over a period of one or more years. The total variable cash remuneration shall not exceed 70% of the total remuneration during the performance period for the CEO and 50% for other senior executives. Details of such cash remuneration, as well as a description of how it supports the business strategy, shall be presented in the annual remuneration report.

Additional variable cash remuneration may be granted in exceptional situations. Such exceptional remuneration is time-limited and exclusively for individual cases, such as to attract or retain senior executives, and may include a one-off cash payment as a reward for outstanding performance that goes beyond the executive's regular duties, a retention bonus or severance payment in case of change of control or similar. The compensation in such cases shall not exceed 50% of the total annual compensation and shall not be paid more than once per year per person. The Board of Directors shall decide on such compensation.

Pensions and benefits

The pension conditions for the Company's management shall be in line with current market practice for comparable positions in their relevant markets. These conditions shall either follow defined contribution standards, including health insurance, or a common pension plan. Variable remuneration shall not be eligible for pension benefits and pension contributions shall not exceed 30 % of the annual total remuneration, unless required by mandatory collective agreements.

Additional benefits may include, but are not limited to, life insurance, medical insurance, wellness program and company car. The total value of such benefits shall not exceed 10% of the total annual remuneration.

Where employment is governed by laws outside Sweden, pension and other benefits may be adjusted as appropriate to comply with mandatory provisions or prevailing local standards, while taking into account, to the extent possible, the overall intent of these guidelines.

Long-term share and share price related incentive schemes

Long-term share and share-price related incentive schemes are decided by the general meeting and these guidelines shall not apply to such remuneration. However, the Board of Directors shall annually evaluate the need for share-related incentive programs and, if necessary, submit proposals for decision to the Annual General Meeting.

The purpose of proposing a long-term share and share price related incentive program shall be to create a long-term commitment for the Company to attract and retain senior executives and other key employees and to ensure the shareholder perspective. Any long-term share and share price related incentive programs may be a complement to the fixed salary and variable cash remuneration where participants are invited to participate based on, inter alia, competence and performance. Performance should be dependent on the fulfillment of certain predetermined performance requirements to ensure shareholder value, such as growth, profitability and capital efficiency.

Termination of employment contracts

The notice period for an executive shall not exceed six months. Fixed cash salary during the notice period and any severance pay shall not exceed an amount equivalent to twelve months' fixed cash salary for the executive concerned. If termination is initiated by the executive, the notice period shall not exceed six months and no right to severance pay shall apply.

Criteria for awarding variable cash remuneration

Variable cash remuneration should be linked to measurable criteria that cut across financial and non-financial areas. These criteria may range from quantifiable metrics to qualitative targets and may be tailored to each individual. Their design should actively contribute to the Company's overall business strategy and long-term objectives, including sustainability. An evaluation of the extent to which the criteria have been met shall take place at the end of the measurement period. The evaluation shall be carried out in accordance with the Company's Instructions for the Remuneration Committee.

The Company may, if it deems it necessary, recover variable remuneration paid on an improper basis.

Pay and employment conditions for employees

Employees' salaries and employment conditions were taken into account in the preparation of the Board's proposal for these remuneration guidelines. Information on total employee remuneration, remuneration components and remuneration growth over time was part of the Remuneration Committee's and the Board's assessment of the reasonableness of the guidelines and their associated limitations.

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

The tasks of the Remuneration Committee include the preparation of the Boards' decisions to propose guidelines for the remuneration of senior executives. The Board of Directors is responsible for drawing up new guidelines at least once every four years and submitting them to the AGM for approval. These guidelines remain in force until the General Meeting adopts new guidelines. Furthermore, the Remuneration Committee monitors and evaluates variable remuneration programs for the company's senior management and ensures compliance with the remuneration guidelines in terms of levels and structures. When the Board deliberates and decides on remuneration-related matters, executives should not be present to avoid conflicts of interest.

Deviation from the guidelines

The Board of Directors has the power to decide to temporarily deviate from the established guidelines, either in whole or in part, in exceptional circumstances where a deviation is necessary to ensure the long-term interests of the Company, including its sustainability or the financial stability of the Company.

Item 14: Decision to amend the Articles of Association

The Company has communicated its intention to change trading venue from Nasdaq First North Growth Market to Nasdaq Stockholm. In order to adapt the Company's articles of association to the planned change of listing, the board of directors of the Company proposes that the general meeting resolves to amend the Company's articles of association as follows.

It is proposed that the number of deputy directors be deleted from the Articles of Association. Article 6 of the Articles of Association will thus read as follows:

"The Management Board shall be composed of a minimum of three and a maximum of seven members."

Article 11 of the Articles of Association will thus read as follows:

"The Annual General Meeting shall deal with the following matters.

1. Election of the President.

2. drawing up and approval of the voting list

3. Election of one or two scrutineers.

4. Examination of whether the meeting has been duly convened.

5. Approval of the agenda.

6. Presentation of the annual report and the audit report.

7. deciding on the following.

a) Adoption of the profit and loss account and balance sheet.

(b) the appropriation of the company's profit or loss as shown in the approved balance sheet

c) Discharge from liability of the members of the Board of Directors and the Managing Director.

8. Determination of the number of members of the Board of Directors and auditors.

9. Determination of the remuneration of the Board of Directors and the auditors.

10. Election of the Board of Directors and election of the auditor.

11. other business to be brought before the meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association."

It is further proposed that the Board of Directors or the person appointed by the Board of Directors be authorized to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office or due to other formal requirements.

For a resolution to be valid, it must be supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Item 15: Resolution on authorization for the Board of Directors to resolve to issue shares, warrants and/or convertible bonds

The Board of Directors proposes that the Meeting resolves to authorize the Board to within the framework of the current Articles of Association on one or more occasions during the period until the next Annual General Meeting, to decide on issues of shares, warrants and/or convertible bonds against cash payment, with provision for non-cash payment or set-off or otherwise with conditions, and to be able to deviate from the shareholders' preferential rights. To the extent that the issue is made with deviation from the shareholders' preferential rights, the issue shall be made on market terms, subject to a market-based issue discount where applicable. The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to enable the raising of capital for the acquisition of companies, or parts of companies, and for the Company's operations.

The Board of Directors or the person appointed by the Board of Directors is authorized to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office.

For a resolution to be valid, it must be supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Item 16: Resolution on (a) introduction of an incentive program, (b) issue of warrants of series 2024/2027, and (c) approval of transfer of warrants

Item 16(a): Decision to introduce an incentive program

Summary of the incentive program

The board of directors proposes that the general meeting resolves to implement an incentive program consisting of 6,000,000 warrants of series 2024/2027 to existing and future senior executives and key employees within the Humble group (the"Incentive Program"). The right to acquire warrants shall be granted to the Company's CEO, members of the executive management and senior key employees and other key employees within the group (including future members of the executive management, future senior key employees and other future key employees within the group). The Company's board members who are not operational in the Company shall not be allocated any warrants in the Incentive Program.

The purpose of the Incentive Program is to create conditions for retaining and recruiting competent personnel in the Company, to increase the participants' motivation, corporate loyalty and alignment of interests with the Company's shareholders and to promote own share ownership in the Company and thereby promote shareholder value and the Company's long-term value creation. Since the warrants are acquired by the participants at market value and assume a positive share price development for the Company, no performance criteria are set for the exercise. All participants in the Incentive Program shall enter into an agreement with the Company which shall contain the detailed terms and conditions for the participants' right to keep and exercise the allotted warrants.

Dilution

Upon full exercise of all new warrants, 6,000,000 new shares may be issued, corresponding to a dilution of approximately 1.35 percent of the total number of shares and votes in the Company as of the date of the announcement of the notice. Upon full exercise of these 6,000,000 warrants according to the proposal, as well as outstanding warrants as of the date of the publication of the notice that have been transferred to a number of key employees in the group in accordance with a resolution by the general meeting under existing incentive programs, including: 920,000 warrants of series 2021/2024, 2,400,000 warrants of series 2022/2025 and 4,100,000 warrants of series 2023/2026 (i.e. a total of 13,420,000 warrants entitling to subscription of a total of 13,420,000 shares), the total dilution effect amounts to approximately 3.03 percent of the total number of shares and votes in the Company as of the date of the announcement of the notice. The Company intends to cancel 920,000 warrants of series 2021/2024. After the cancellation and provided that the general meeting resolves to issue warrants in accordance with the proposal, the total dilution effect will amount to approximately 2.82 percent of the total number of shares and votes in the Company as of the date of publication of the notice.

Costs and effects on key figures

Assuming a market value based on the underlying share of SEK 9.71 (corresponding to the average volume-weighted price of the Company's share on Nasdaq First North Growth Market during 30 days up to and including 15 April 2024), a subscription price per share upon exercise of warrants of SEK 14.60 and a maximum participation, the costs for the Incentive Program, including social security costs of approximately SEK 0.4 million, are estimated to amount to approximately SEK 1.5 million. These costs are based on the preliminary market value of the warrants as of April 17, 2024.

These costs will be recognized as personnel costs in the second quarter of 2024, compared to the Company's total consolidated personnel costs, including social security contributions, of approximately SEK 790 million in 2023.

The incentive program is expected to entail only limited costs for the Company as described above. No measures for hedging of the incentive program have been taken or are planned to be taken.

Preparation of the proposal

The principles of the Incentive Program have been developed by the Company's Board of Directors and Remuneration Committee and discussed at Board meetings.

Item 16(b): Resolution on the issue of warrants of series 2024/2027

The Board of Directors proposes that the general meeting resolves to issue warrants of series 2024/2027 on the following terms to implement the Incentive Program.

  1. Number of warrants issued

The company shall issue a maximum of 6,000,000 warrants of series 2024/2027.

  1. Right to subscribe

The right to subscribe for the warrants of series 2024/2027 shall, with deviation from the shareholders' preferential rights, belong to the Company itself. The Company shall transfer the warrants to the participants in accordance with item 16(c) below.

  1.  Oversubscription

Oversubscription is not possible.

  1. Issue price

The warrants are issued free of charge.

  1. Time for subscription

The warrants shall be subscribed for on a separate subscription list no later than June 5, 2024. The Board of Directors is entitled to extend the time for subscription and payment.

  1. The warrants
  1. Each warrant entitles the holder to subscribe for one (1) new share in the Company during the period from July 1, 2027 up to and including September 30, 2027 (however, no earlier than the day after the release of the Company's interim report for the period January-June 2027). The Board of Directors is entitled to extend the subscription period in the event that any participant is prevented from subscribing for shares due to insider or market abuse legislation.
  2. The subscription price upon exercise of the warrants shall amount to an amount corresponding to 150 percent of the average volume weighted price of the Company's share on Nasdaq First North Growth Market during the period from and including April 23, 2024 up to and including May 22, 2024. The board of directors shall have the right to postpone the time period for reading the price if an independent valuer assesses that the price development during the application period for acquisition of the warrants entails that the valuation of the warrants based on the time period ending on May 22, 2024 deviates from the market value of the warrants during the application period. The subscription price for the warrants shall be rounded to the nearest whole ten öre, whereby five (5) öre shall be rounded down. The subscription price may not be set below the quota value of the share. The difference between the subscription price and the quota value of the shares shall be added to the Company's unrestricted share premium reserve.
  3. Warrants held by the Company and not transferred under item 16(c) may be canceled by resolution of the Board of Directors of the Company. Cancellation shall be notified to the Swedish Companies Registration Office for registration.
  4. The newly subscribed shares entitle to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
  5. The warrants are subject to customary recalculation conditions, which are set out in the complete terms and conditions for the warrants that are available at the Company's address Ingmar Bergmans gata 2, 114 34 Stockholm no later than three weeks prior to the meeting. The complete terms and conditions will be sent to shareholders who so request and state their address.
  1. Other information

The increase of the Company's share capital will, upon full exercise of the warrants, amount to a maximum of SEK 1,320,000 , subject to the recalculation of the number of shares that each warrant entitles to subscribe for that may take place in accordance with the complete terms and conditions of the warrants. If the subscription price exceeds the quotient value of the shares, the surplus shall be added to the unrestricted share premium account.

  1. Reasons for deviation from shareholders' preferential rights etc.

The reasons for deviating from the shareholders' preferential rights are to implement the Incentive Program in order to create conditions for retaining and recruiting competent personnel in the Company, to increase the participants' motivation, corporate loyalty and alignment of interests with the Company's shareholders and to promote own share ownership in the Company and thereby promote shareholder value and the Company's long-term value creation.

Item 16(c): Approval of transfer of warrants

The Board of Directors proposes that the Annual General Meeting resolves to approve that the Company transfers a maximum of 6,000,000 warrants 2024/2027 to the Company's CEO, members of the Group Management and senior key persons and other key persons within the Group in accordance with the following terms and conditions.

Allocation

The allotment of warrants shall be determined by the Board of Directors of the Company according to the following guidelines.

    1. The CEO may be allotted a maximum of 1,550,000 warrants, participants belonging to group 1 (up to four members of the group management) may be allotted a maximum of 550,000 warrants each and participants belonging to group 2 (up to 50 other key employees) may be allotted a maximum of 250,000 warrants each. However, the maximum number of warrants 2024/2027 allocated to the participants may not exceed 6,000,000 warrants. The non-executive members of the Company's Board of Directors shall not be allocated any warrants.
    2. Allotment of warrants shall be made no later than June 12, 2024. The Board of Directors of the Company shall be entitled to extend the time for allotment. Allotment may only be made to the extent that the total number of warrants 2024/2027 allotted under the incentive program does not exceed 6,000,000 warrants. However, the last day for allotment under this item (ii) does not apply to warrants that have not been transferred under item (iii), warrants that the Board of Directors has decided to withhold under item (iv) or that have been repurchased under item (v).
    3. If any person who has been granted a right to acquire warrants does not wish to acquire his full share, his non-acquired warrants shall be included in the number of unallocated warrants that may be offered to other existing and newly hired/promoted persons belonging to the groups referred to in point (i) above in the context of the initial offer to participants or at a later date, taking into account the maximum number of warrants that may be allocated to participants within the respective group as set out in point (i) above.
    4. The Board of Directors may, in addition to the unallocated warrants referred to in point (iii), decide to withhold a number of unallocated warrants for newly hired/promoted persons included in the groups referred to in point (i) to be allocated at a later date, even after the date referred to in point (ii), taking into account the maximum number of warrants that may be allocated to participants within the respective group as referred to in point (i) above.
    5. In connection with the transfer of warrants to the participants, the Company shall reserve the right to repurchase warrants if a participant's employment with the group ceases or if a participant wishes to transfer his warrants. Such repurchased warrants may be re-allocated in accordance with points (i), (iii) and (iv) above.

Warrants granted to participants in accordance with points (iii), (iv) and (v) after the date specified in point (ii) may have a shorter duration than three years. The Board of Directors justifies this shorter duration on the basis that it is in the Company's interest that newly recruited/promoted persons receive a competitive incentive that creates a community of interest with the Company's shareholders. Without the possibility to offer the same incentives for new recruits/promoters as for other employees, it will be more difficult for the Company to recruit and promote key personnel, which may make it more difficult for the Company to recruit and retain talent and ultimately affect shareholder value and the Company's long-term ability to create value.

Price and payment etc.

The warrants shall be transferred against cash payment. Each participant in the Incentive Program shall pay an amount corresponding to 50 per cent of the cash payment by receiving a one-off payment from the Company.

The warrants shall be acquired by the participants at market price, which shall be determined using the Black & Scholes valuation model. The valuation shall also include a deduction to reflect the fact that the warrants will not be traded on a liquid market. The valuation shall be carried out by an independent valuer or audit firm. If the independent valuer or audit firm considers the valuation to be out of date at the time of the notification of the acquisition, the valuation shall be based on the corresponding measurement period closer to the notification period. For acquisitions made by new employees after the end of the initial notification period, the new market price shall be determined accordingly.

The preliminary market price of the warrants has, according to a valuation based on a market value of the underlying share of SEK 9.71 (corresponding to the average volume weighted price of the Company's share on Nasdaq First North Growth Market during 30 days up to and including April 15, 2024), been set at SEK 0.27 per warrant (assuming a subscription price of SEK 14.60 per share). Black River Corporate Finance AB has based its preliminary valuation on assumptions of an estimated risk-free interest rate of 3 percent, a volatility of 27.5 percent and total dividends of SEK 0 per share during the period until the warrants can be exercised and made a deduction to reflect that the warrants will not be traded on a liquid market.

Payment for allotted warrants shall be made in cash no later than June 14, 2024. The Board of Directors is entitled to extend the time for payment. For acquisitions made by new employees, the Board shall set a corresponding payment date.

Authorizations and decision rules

The General Meeting authorizes the Board of Directors or the person appointed by it to execute the resolutions under item 16(a)-(c) above.

The Board of Directors or the person appointed by it shall be entitled to make such minor amendments to the resolutions as may be required in connection with the registration of the resolutions with the Swedish Companies Registration Office and Euroclear or due to applicable laws, rules, regulations or market practice.

In order to be valid, the resolutions must be supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting. The resolutions under items (a)-(c) above are proposed to be conditional upon each other and all resolutions are therefore proposed to be adopted in one context.

Information at the meeting

The board of directors and the managing director 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 on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The duty of disclosure also relates to the Company's relationship with other group companies, the consolidated accounts and such circumstances regarding subsidiaries as referred to in the previous sentence.

Documents

The financial statements, auditor's report, proxy forms and other documents to be provided to the meeting in accordance with the Swedish Companies Act will be available at the Company and on the Company's website (www.humblegroup.com) no later than three weeks before the meeting and will be sent free of charge to shareholders who so request and state their postal address. Such a request can be sent to Humble Group AB (publ), Att. Johan Lennartsson, Ingmar Bergmans gata 2, 114 34 Stockholm or by e-mail to johan.lennartsson@humblegroup.com.

* * *

Stockholm, April 2024
Humble Group AB (publ)
The Board of Directors

For further information, please contact:

Simon Petrén, CEO, Humble Group AB (publ)
E-mail: simon.petren@humblegroup.com
Phone: +46 (0)8 61 32 888

The information in this press release was published through the agency of the contact person set out above, at the time stated by Humble's news distributor Cision at the publication of this press release.

About Humble

Humble Group is a Swedish FMCG group delivering next generation consumer products that are better for people and the planet. Humble's operations consist of the business segments Future Snacking, Quality Nutrition, Sustainable Care and Nordic Distribution, which have a focus on health and sustainability. The company aims to drive organic and structural growth through acquisitions and with synergies in the business units. For more information visit www.humblegroup.com

Humble is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble's certified adviser.

Attached files

Annexes