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 10, 2023, or, if the shares are registered in the name of a nominee, request that the nominee registers the shares with voting rights no later than May 12, 2023,
  • have notified the Company of their participation in accordance with the instructions under the heading "Notification" no later than May 12, 2023.

Notification

Notification can be made by letter to Humble Group AB (publ), Att. Johan Lennartsson, Klara Norra Kyrkogata 29, 111 22 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, Klara Norra Kyrkogata 29, 111 22 Stockholm or by e-mail johan.lennartsson@humblegroup.com no later than May 12, 2023. 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 is not valid as notification to attend the meeting. A proxy form is available on the Company's website (https://humblegroup.com/investerare/bolagsstyrning/).

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee 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 general meeting (voting rights registration). As stated above, the nominee must have completed the voting rights registration with Euroclear no later than Friday, May 12, 2023. 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, 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, 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. Election of one or two verifiers
  3. Establishment and approval of the voting list
  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. Decision on the following:
  1. Adoption of the income statement and balance sheet
  2. Appropriation of the Company's profit or loss according to the adopted balance sheet
  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)-(g) 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 authorization for the Board of Directors to resolve to issue shares, warrants and convertibles
  6. Resolution on (a) introduction of an incentive program, (b) issue of warrants of series 2023/2026, and (c) approval of transfer of warrants
  7. 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 Henrik Patek (representing RoosGruppen AB), Aram Jimal (representing NCPA Holding AB), Henrik Forsberg (representing Neudi & Co.) and Peter Werme (Chairman of the Board), proposes that attorney Philip Rämsell or, if he is prevented, the person designated by the Nomination Committee instead, be appointed Chairman of the Meeting.

Item 7(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 2022 and that the funds that, 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 2022.

Item 8: Determination of the number of Board members and auditors

The Nomination Committee proposes that the Board of Directors shall consist of five (5) 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 9: Determination of the remuneration of the Board of Directors and the auditors (item 9)

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 in the amount of SEK 400,000(400,000) to the Chairman of the Board and SEK 200,000(200,000) to each of the other Board members elected by the AGM.
  • 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.

Item 10(a)-(g): Election of Board members and auditors

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

New election of

  1. Pål Bruu
  2. Sara Berger

Re-election of

  1. Dajana Mirborn
  2. Henrik Patek
  3. Ola Cronholm

As previously announced, Peter Werme has declined re-election.

The Nomination Committee further proposes that:

  1. Dajana Mirborn is elected 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 appointed authorized public accountant Carl-Johan Kjellman to continue as auditor in charge.

Presentation of proposed new board members

Pål Bruu, born 1969, holds an M.Sc. in International Management & Marketing from BI Norwegian Business School. He has long and extensive experience from growth companies in an international environment, both in board roles and in management positions, including as CEO of Norvida between 2010 and 2017 and chairman of The Humble Co until 2021. Today, Pål works as chairman of Safira.com and Norsk Bildelsenter, in addition to his own consulting and advisory activities.

Sara Berger, born in 1978, holds an MBA from the School of Economics at Lund University. She has worked in the food industry for 20 years in several leading positions in marketing and sales, at companies such as Unilever, Findus and Cloetta, and as Group CEO of SydGrönt until 2021. Today, Sara is the global CEO of the plant-based dairy company Sproud and also has board involvement in the tech platform Matilda Food Tech, Svenska Retursystem AB and the trade organization for the grocery industry DLF.

Information on all members of the Board of Directors proposed for re-election is available on the Company's website, together with other documents published in advance of the Annual General Meeting.

Item 11: Resolution on principles for appointing the Nomination Committee

The Nomination Committee proposes that the Annual General Meeting resolves on the following principles for the appointment of the members of the Nomination Committee for the Annual General Meeting 2024. The principles are in line with the principles resolved by the Annual General Meeting 2022. The principles also include the procedure for replacing members of the Nomination Committee.

  1. The Nomination Committee is appointed annually and shall consist of four members. These shall be the Chairman of the Board and members appointed by each of the three largest shareholders in terms of voting rights at the end of the third quarter of the year preceding the Annual General Meeting. The Chairman of the Board shall convene the first meeting of the Nomination Committee.
  2. The names of the persons to be included in the Nomination Committee shall be published on the company's website no later than six months before the next Annual General Meeting. If any of the three largest shareholders in terms of votes refrains from appointing a member to the Nomination Committee, this right will accrue to the next largest shareholder in terms of votes.
  3. If a member's connection to the shareholder who nominated the member ceases or if the member leaves the Nomination Committee for any other reason, the shareholder who appointed the member is entitled to replace him or her on the Nomination Committee. If any shareholder who nominated a member of the Nomination Committee disposes of a substantial part of its shares in the company before the completion of the Nomination Committee's assignment, the member nominated by that shareholder shall, if the Nomination Committee so decides, resign and be replaced by a new member nominated by the largest shareholder in terms of voting rights who is not represented on the Nomination Committee. Notwithstanding the above, shareholders who have become one of the three largest shareholders as a result of a substantial change in ownership later than three months before the general meeting shall always be entitled to appoint a representative who shall be entitled to take part in the work of the nomination committee and attend its meetings.
  4. The nomination committee shall appoint its chairman from among its members. A member of the Management Board may not chair the nomination committee.
  5. The Nomination Committee shall prepare proposals on the following issues to be submitted to the AGM for decision:
  • proposal for the chairman of the meeting
  • proposals for board fees and other remuneration for committee work
  • proposal for auditors' fees
  • proposal for the board of directors
  • proposal for the chairman of the board
  • proposal for auditor
  • proposal regarding principles for the appointment of the Nomination Committee for the Annual General Meeting

Item 12: Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and convertibles

The Board of Directors proposes that the Meeting resolves to authorize the Board of Directors, 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, convertible bonds and/or warrants 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 (2/3) of both the votes cast and the shares represented at the Annual General Meeting.

Item 13: Resolution on (a) implementation of an incentive program, (b) issue of warrants of series 2023/2026, and (c) approval of transfer of warrants

Item 13(a): Resolution 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 4,100,000 warrants of series 2023/2026 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 members of the Company's Board of Directors 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 effect

Upon full subscription with the support of all new warrants, 4,100,000 new shares can be issued, which corresponds to a dilution of approximately 1.34 percent of the total number of shares and votes in the Company as of the date of the publication of the notice. Upon full exercise of these 4,100,000 warrants, the 920,000 warrants of series 2021/2024 that have been transferred to a number of key persons in the group in accordance with a resolution by the general meeting 2021 and the 2,400,000 warrant program of series 2022/2025 that have been transferred to a number of key persons in the group in accordance with a resolution by the general meeting 2022 (i.e. a total of 7,420,000 warrants entitling to subscription of a total of 7,420,000 shares), the total dilution effect amounts to approximately 2.42 percent.

Costs and effects on key figures

Assuming a market value based on the underlying share of SEK 6.72 (corresponding to the closing price of the Company's share on Nasdaq First North Growth Market on April 6, 2023), a subscription price per share upon exercise of warrants of SEK 10.30 and a maximum participation, the costs for the Incentive Program, including social security costs of approximately SEK 0.3 million, are estimated to amount to approximately SEK 1.3 million. These costs are based on the preliminary market value of the warrants as of 6 April 2023. The preliminary market value of the warrants at the time of the establishment of the Incentive Program is a better basis for estimating the future costs than an expected future market value of the Company's shares at an expected exercise date of the warrants.

These costs will be recognized as personnel costs in the second quarter of 2023, compared to the Company's total consolidated personnel costs, including social security contributions, of approximately SEK 625 million in 2022.

Preparation of the case

The principles for the Incentive Program have been prepared by the Company's Board of Directors with the support of external advisors. Apart from the officials who assisted in preparing the matter in accordance with instructions from the Board of Directors, no employee who may be covered by the program has participated in the formulation of the terms and conditions.

Item 13(b): Resolution on issue of warrants of series 2023/2026

The Board of Directors proposes that the Meeting resolves to issue warrants of series 2023/2026 on the following terms.

  1. Number of warrants issued

The company shall issue a maximum of 4,100,000 warrants of series 2023/2026.

  1. Right to subscribe

The right to subscribe for the warrants of series 2023/2026 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 13(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 May 26, 2023. 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 June 15, 2026 up to and including September 15, 2026. 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 19, 2023 up to and including May 17, 2023. 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 17, 2023 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 in accordance with section 13(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, which are available at the Company's address Klara Norra Kyrkogata 29, 111 22 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. Increase in share capital

The increase of the Company's share capital will, upon full exercise of the warrants, amount to a maximum of SEK 902,000, 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 13(c): Approval of transfer of warrants

The Board of Directors proposes that the Meeting resolves to approve that the Company transfers a maximum of 4,100,000 warrants 2023/2026 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 1,200,000 warrants, participants belonging to group 1 (up to four members of the group management) may be allotted a maximum of 500,000 warrants each and participants belonging to group 2 (up to 25 other key persons) may be allotted a maximum of 200,000 warrants each. However, the maximum number of warrants 2023/2026 allocated to the participants may not exceed 4,100,000 warrants. The members of the Board of Directors of the Company shall not be allocated any warrants.
    2. Allocation of warrants shall be made no later than June 9, 2023. The Board of Directors of the Company shall be entitled to extend the time for allocation. Allotment may only be made to the extent that the total number of warrants 2023/2026 allotted under the incentive program does not exceed 4,100,000 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 6.72 (corresponding to the closing price of the Company's share on Nasdaq First North Growth Market on April 6, 2023), been set at SEK 0.3 per warrant (assuming a subscription price of SEK 10.30 per share). Black River Corporate Finance AB has based its preliminary valuation on assumptions of an estimated risk-free interest rate of 3.0 percent, a volatility of 30 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, 2023. 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 the Board of Directors to execute the resolutions referred to in points 13(a)-(c) above.

The Board of Directors or the person appointed by the Board of Directors 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 Sweden AB or due to other formal requirements.

In order to be valid, the resolutions must be supported by shareholders holding at least nine-tenths (9/10) 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

Accounting documents, auditor's report, proxy forms and other documents to be provided prior to the meeting in accordance with the Swedish Companies Act will be made available at the Company and on the Company's website (https://humblegroup.com/investerare/bolagsstyrning/) no later than three weeks prior to the meeting and will be sent free of charge to shareholders who so request and provide their postal address. Such a request can be sent to Humble Group AB (publ), Att. Johan Lennartsson, Klara Norra Kyrkogata 29, 111 22 Stockholm or by e-mail to johan.lennartsson@humblegroup.com.

* * *

Stockholm, April 2023
Humble Group AB (publ)
The Board of Directors

For questions, please contact:

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

About Humble

Humble Group is a Swedish foodtech and FMCG group delivering the next generation of consumer products that are good for people and the planet. Humble focuses on the foodtech, eco, sustainability and vegan segments. The companies are growing through organic growth, acquisitions and leveraging synergies in the different business units: brands, distribution, manufacturing and ingredients. Humble's technologies, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve taste and texture for the next generation of sugar-reduced, sustainable and vegan products. For more information, visit www.humblegroup.com

Humble Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE. FNCA Sweden AB is Humble Group's certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se

Annexes