NOTICE, ETC.

Shareholders who wish to attend the Annual General Meeting shall

• be entered in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Wednesday, 17 April 2024 (the “Record Date”), and
• give notice of their attendance to the company no later than on Friday, 19 April 2024. Notice of attendance is made on the company’s website, https://corporate.solidab.se/en, by phone +46 8 402 58 77 (Monday–Friday, 9:00 a.m.–4:00 p.m.), by mail to Solid Försäkringsaktiebolag, “Annual General Meeting” c/o Euroclear Sweden AB, PO Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. The notification must specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Nominee-registered shares
Shareholders who have nominee-registered shares through the bank or another nominee, for example shares in a custody account, must – aside from notifying the company of their attendance – request that the shares be temporarily re-registered in their own name so that the shareholder is entered in the share register maintained by Euroclear as per the Record Date of 17 April 2024. Such registration may be temporary (so-called voting right registration) and may be requested from the nominee in accordance with the nominee’s procedures at a time in advance as determined by the nominee.
Voting rights that have been requested by shareholders in such a time that registration has been completed by the nominee by Friday, 19 April 2024 at the latest will be taken into account in the preparation of the share register as per the Record Date.

PROXY, ETC.
In case the shareholder is to be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, or if the shareholder is represented by a legal representative, a copy of the current registration certificate or equivalent authorisation document is required for the legal entity. In order to facilitate entrance at the meeting, a copy of the power of attorney and other authorisation documents should preferably be attached to the shareholder’s notification to participate in the AGM. A template power of attorney is available at the company’s website (https://corporate.solidab.se/en) and will be sent to shareholders who requests it and state address.

PROPOSED AGENDA
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the Annual General Meeting was duly convened.
7. Address by the CEO.
8. Presentation of the Annual Report and the Auditor’s Report.
9. Resolutions on:
a) adoption of income statement and balance sheet
b) allocation of the company’s earnings as stated in the adopted balance sheet.
c) discharge from liability of the members of the Board and the CEO.
10. Report on the work and proposals of the Nomination Committee.
11. Determination of the number of members of the Board and auditors.
12. Determination of the remuneration to the Board and auditors.
13. Election of members of the Board, Chairman of the Board and auditor.
14. Resolution concerning instructions for Nomination Committee
15. Presentation and approval of the remuneration report.
16. Resolution on (A) reduction of the share capital by cancellation of shares in the company and (B) increase of the share capital through a bonus issue.
17. Resolution to authorise the Board to decide on the acquisition of own shares.
18. Resolution on (A) introduction of a long-term incentive programme, (B) transfer of own shares and (C) share swap agreements with third parties.
19. Closing of the Annual General Meeting.
 
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that the lawyer Magnus Lindstedt be elected as Chairman of the Annual General Meeting.

Determination of the number of members of the Board and auditors, election of members of the Board, Chairman of the Board and auditor (items 11 and 13)
The Nomination Committee proposes that the Board shall consist of six members.

The Nomination Committee proposes re-election for a term until the next Annual General Meeting of Board members Lars Nordstrand, Fredrik Carlsson, Marita Odélius and Lisen Thulin and the election of Martina Skande and Lars Benckert as new Board members. Current Board member David Nilsson Sträng has declined re-election.

The Nomination Committee proposes that Lars Nordstrand be re-elected as Chairman of the Board.
Information about the proposed Board members is presented in the Nomination Committee’s reasoned statement and will be published on the company’s website.

The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the company have a registered accounting firm as auditor and that the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) be re-elected as auditor for the period up until the close of the 2025 Annual General Meeting. PwC has informed the company that Authorised Public Accountant Catarina Ericsson will serve as auditor in charge if PwC is elected as auditor.
 
Determination of the remuneration to the Board and the auditor (item 12)
The Nomination Committee proposes that remuneration for ordinary Board work for the period until the close of the next Annual General Meeting be as follows:

• SEK 566,000 to the Chairman of the Board (SEK 550,000 in the previous year),
• SEK 257,000 to each of the other members of the Board (250,000 in the previous year).

 The Nomination Committee has furthermore proposed that remuneration for committee work for the period until the close of the next Annual General Meeting shall be as follows:

•  SEK 100,000 to the Chairman and SEK 50,000 to each of the other members of the Audit Committee (unchanged),
• SEK 150,000 to the Chairman and SEK 75,000 to each of the other members of the Corporate Governance Committee (unchanged),
• SEK 50,000 to the Chairman and SEK 25,000 to each of the other members of the Remuneration Committee (unchanged).

The Nomination Committee proposes that the auditor be paid in accordance with approved invoices.

Resolution concerning instructions for Nomination Committee (item 14)
The Nomination Committee proposes that updated instructions for the Nomination Committee be adopted.
The Nomination Committee is to be comprised of members appointed by the four largest shareholders in terms of the number of votes on the final banking day in August every year, based on shareholder information from Euroclear Sweden AB and other reliable owner information provided to the company. The term “shareholders” also refers to groups of shareholders identified in the Euroclear Sweden system or another reliable source and other known shareholder groups. Should any of the four largest shareholders waive their right to appoint a member to the Nomination Committee, the shareholder who has the next largest shareholding is granted the right to appoint a member. However, if several shareholders waive their right to appoint a member to the Nomination Committee, no more than the ten largest shareholders need be consulted. The majority of the Nomination Committee’s members are to be independent in relation to the company and its management. At least one of the Nomination Committee’s members are to be independent in relation to the largest shareholder of the company in terms of the number of votes or the group of shareholders who collaborate to manage the company.

The Chairman of the Board is to convene the first meeting of the Nomination Committee. The member appointed by the largest shareholder in terms of votes is to be appointed Chairman of the Nomination Committee. The Nomination Committee’s mandate period remains in effect until the public release of the revised composition of the Nomination Committee.

If one or more shareholders who have appointed members to the Nomination Committee have significantly reduced their shareholding during the mandate period, the Nomination Committee shall, taking into account, inter alia, the time remaining until the Annual General Meeting and the progress of the Nomination Committee’s work, assess and decide whether the member appointed by such a shareholder should be dismissed. If so, the Nomination Committee shall also decide that the next largest shareholder or shareholders shall be entitled to appoint a member to the Nomination Committee, provided that such a request for representation has been submitted to the Chairman of the Nomination Committee.

If a member leaves the Nomination Committee before its work is completed, and the Nomination Committee deems it suitable to appoint a replacement, the same shareholder shall name a replacement within 30 days. If this owner no longer has a shareholding entitling the shareholder to appoint a member, the right shall pass to the next largest shareholder who, in accordance with the previous paragraph, has expressed a wish to be represented on the Nomination Committee.

The composition of the Nomination Committee must normally be announced no later than six months prior to the AGM. No remuneration shall be paid to members of the Nomination Committee. Changes to the composition of the Nomination Committee shall immediately be publicised. The company is liable for any potentially necessary expenses related to the work of the Nomination Committee.

In the event that the Nomination Committee is at any time composed of fewer than four members, the Nomination Committee shall nevertheless be competent to carry out the tasks of the Nomination Committee in accordance with these instructions. The Nomination Committee is to present proposals for the Chairman of the AGM, Board members, Board Chairman, auditors, Board fees specified by fees to the Chairman and fees to other Board members, remuneration for committee work and fees to the company’s auditors. Furthermore, the Nomination Committee shall, if deemed necessary, present proposals on amendments to the instructions for the Nomination Committee. These instructions for the Nomination Committee shall apply until a resolution to amend the instructions is made by the General Meeting.

RESOLUTIONS PROPOSED BY THE BOARD

Resolution on the allocation of the company’s earnings as stated in the adopted balance sheet (item 9)
The Board of Directors proposes that the Annual General Meeting resolves on a dividend of SEK 4.50 per share (in total SEK 82,838,448.00) and that the remaining available funds of SEK 346,832,293.00 (assuming that the company holds 874,978 own shares that do not entitle to dividends) be carried forward. The Record Date for the dividend is proposed to be Monday, 29 April 2024. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid to the shareholders via Euroclear Sweden AB on Friday, 3 May 2024.  The last day of trading in the company’s shares including dividend rights will be Thursday, 25 April 2024.

Presentation and approval of the remuneration report (item 15)
The Board has prepared a remuneration report for 2023 and proposes that the Annual General Meeting approves the report. The remuneration report is included in the Meeting documents that are provided before the Annual General Meeting as below.
 
Resolution on (A) reduction of the share capital by cancellation of shares in the company and (B) increase of the share capital through a bonus issue (item 16)
 
A. Reduction of the share capital by cancellation of shares in the company
The Board proposes that the Annual General Meeting resolves on a reduction of the share capital, for allocation to non-restricted equity to be used for a bonus issue in accordance with item B below, by cancellation of 806,169 own shares repurchased within the framework of the company’s share buy-back programme, whereby the share capital will be reduced by SEK 1,254,183.234785.
 
B. Increase of the share capital through a bonus issue
In order to restore the share capital after the reduction of the share capital in accordance with item A above, the Board proposes that the Annual General Meeting at the same time resolves to increase the share capital by SEK 1,254,183.234785 through a bonus issue without issuing new shares, whereby the reduction amount shall be transferred from non-restricted equity.
 
As a statement pursuant to Chapter 20, Section 13 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)), the Board states the following. The effect of the Board’s proposal for a resolution to reduce the share capital in accordance with item A above is that the share capital and restricted equity will decrease by SEK 1,254,183.234785. The effect of the Board’s proposal for a resolution to increase the share capital through a bonus issue in accordance with item B above is that the share capital and restricted equity will increase by SEK 1,254,183.234785 and thereby be restored to the amount it amounted to prior to the reduction. All in all, the share capital or restricted equity will not decrease, which is why the Swedish Financial Supervisory Authority can decide that the share capital can be reduced without the permission of the general court. The Auditor’s statement in accordance with Chapter 20, Section 14 of the Swedish Companies Act (2005:551) is included in the documentation for the Annual General Meeting.
 
The Annual General Meeting’s resolution in accordance with the Board’s proposal under items A-B above shall be made as a joint resolution. The resolution under this item presupposes and is conditional upon the Swedish Financial Supervisory Authority deciding that the share capital may be reduced without the permission of the general court.
 
The company’s CEO shall be authorised to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
 
Resolution to authorise the Board to decide on the acquisition of own shares (item 17)

The Board proposes that the Annual General Meeting authorise the Board to carry out purchases of own shares on one or more occasions in the period until the next Annual General Meeting in accordance with the following conditions:

•  Purchases of own shares may take place of a maximum of so many shares that the company’s holding of own shares at any given time does not exceed five (5) per cent of all shares in the company.
• Purchases of own shares shall take place on Nasdaq Stockholm in accordance with Nasdaq Stockholm’s Rulebook for Issuers.
• Purchases of own shares may only take place at a price per share within the price range registered on Nasdaq Stockholm at any given time, by which is meant the interval between the highest purchase price and the lowest selling price, or, in the event that the Board instructs a stock exchange member on Nasdaq Stockholm to accumulate a certain amount of the company’s shares in its own book during a certain time period, at a price per share within the price range at the time or the corresponding volume-weighted average price.
• Payment for the shares shall be made in cash.

The purpose of the authorisation is to give the Board an instrument to continuously adapt and improve the company’s capital structure and thereby create additional value for the shareholders, and to enable transfers of shares to the participants of the long-term incentive programme resolved by the Annual General Meeting. The intention for the shares that are repurchased and that are not attributable to future delivery of shares in relation to long-term incentive programmes is to finally be cancelled by resolutions at future general meetings.
 
Resolution on (A) introduction of a long-term incentive programme, (B) transfer of own shares and (C) share swap agreements with third parties (item 18)
 
The Board of the company proposes that the Annual General Meeting resolves to adopt a long-term performance-based incentive programme (“LTIP 2024”) for selected persons in the management team and a key employee according to the terms in item (A) below. In item 17 above on the agenda and in item (B) below there is a proposal to authorise the Board to resolve on acquisition of own shares and on transfer of own shares. In item (C) below, there is an alternative proposal for a hedging measure regarding LTIP 2024 in the form of a share swap agreement. The resolution on LTIP 2024 under item (A) below shall be conditional upon the Annual General Meeting also resolving on any of the proposed alternative hedging measures for delivery of shares to the participants in LTIP 2024, i.e., either under item 17 on the agenda and item (B) below or under item (C) below. Furthermore, the resolutions under items (B) and (C) below are conditional upon the General Meeting resolving on LTIP 2024 under item (A) below.
 
A. Resolution to introduce a long-term incentive programme
 
Motive and background to the proposal
The company’s 2023 Annual General Meeting resolved on a long-term performance-based incentive programme. The Board evaluated the former incentive programmes and has found that they have worked well. Accordingly, in accordance with the recommendation of the Remuneration Committee, the Board has decided to propose a similar incentive programme this year. The aim is to be able to offer attractive remuneration opportunities that are in line with the company’s and the shareholders’ interests, while the forms of remuneration encourage sound behaviour and a risk-based approach. In line with this, LTIP 2024 is proposed to be implemented, which is a performance-based incentive programme where participants in the programme (“Participants”) will have the opportunity to receive remuneration consisting of a combined portion of shares and cash. The size of the remuneration, within the framework of its maximum level, is dependent on the achievement of the predetermined performance goals.
 
Terms of LTIP 2024
 
The programme in summary
LTIP 2024 extends over a period of a total of four (4) years where, as soon as possible after this Annual General Meeting, an amount is determined corresponding to the respective Participant’s maximum value outcome prior to initial allocation (“Gross Performance Amount”). For the key employee (the company’s actuary) the Gross Performance Amount corresponds to 70 per cent of the actuary’s total fixed annual remuneration before tax (according to the salary level as of 1 January 2024) and for the other Participants, the Gross Performance Amount corresponds to 100 per cent of the respective Participant’s total fixed annual remuneration before tax (according to the salary level as of 1 January 2024). The period for performance fulfilment extends over the 2024 financial year (“Performance Period”) and when the end of the Performance Period has passed, the initial outcome for each Participant is determined based on the fulfilment of the goals within the framework of the respective Gross Performance Amount.
 
The outcome partly consists of cash that is paid out to the Participants after the initial outcome has been determined at the end of the Performance Period, and partly conditional share rights (“Performance Shares”). The Performance Shares entitle the Participants to, after a qualification period of a total of three (3) years from the allotment of the Performance Shares (the “Qualification Period”), receive ordinary shares in the company free of charge. The distribution between cash and shares is 20/80, i.e., 20 per cent in cash and 80 per cent in shares. Note, however, that according to the proposed resolution, there are possibilities to make risk adjustments of the final outcome after the Qualification Period, taking into account both current and future risks. It may therefore be decided that the final outcome should be adjusted down partially or completely in accordance with the regulations that the company must follow. Note that any adjustments to the initial outcome may only apply to the Performance Shares and not the cash part.
 
Participants, cash payment and allotment of Performance Shares
A total of eight (8) persons are intended to be offered participation in LTIP 2024. Distribution based on category is displayed in the table below. The maximum allotment of the number of Performance Shares in case of full goal fulfilment is dependent on the respective Participant’s fixed remuneration and the value of the company’s share. During the first ten (10) trading days in January 2025 (the “Measurement Period”), the company’s average volume-weighted share price (VWAP) is measured to determine the value of the share (“Translation Price”) as a basis for the number of Performance Shares to be allotted. Allotment of Performance Shares takes place as soon as possible after determination of the Translation Price and the goal fulfilment. In addition to the above, the maximum cash payment in case of full goal fulfilment is dependent on the respective Participant’s fixed remuneration.
 
The formulas:
The number of Performance Shares allotted is determined according to the following formula:
Number of Performance Shares = ((0.8 x Gross Performance Amount) x (Goal Fulfilment in %)) / (Translation Price).
 
In the case of decimals, the number of Performance Shares is rounded down to the nearest whole number.
 
The cash payment is determined according to the following formula:
Cash payment = (0.2 x Gross Performance Amount) x (Goal Fulfilment in %).
 
A minimum limit of SEK 35 has been set for the Translation Price. Should the Translation Price during the Measurement Period be set at SEK 35 or lower, the Translation Price when calculating the number of Performance Shares to be allotted will therefore be set at SEK 35. This means that a maximum of 218,814 Performance Shares can be allotted within the framework of LTIP 2024 if the Translation Price is equal to or less than SEK 35.
 
Assuming a Translation Price of SEK 75 and a Translation Price increased by 50 per cent respectively, i.e., SEK 112.50 and a maximum goal fulfilment for all Participants, the cash payment and the number of Performance Shares allotted will be as below. The number of Performance Shares at the lowest limit of the Translation Price, i.e., SEK 35, is also shown in the table below to show the highest possible outcome regarding the number of Performance Shares that can be allotted per category.
 
 

 
The figures above are based on 19,283,522 shares outstanding.
 
Performance goals and other terms
As mentioned above, the outcome and the size of the allotment are based on performance goal fulfilment during the Performance Period in relation to previously established performance goals. The performance goals are divided into quantitative goals and qualitative goals and there are goals set at both company and individual level and the weighting of the goals varies. Individual goals are based on relevant objectives, considering the Participants’ respective roles. Evaluation of goal fulfilment takes place after the Performance Period and the allotment of Performance Shares takes place thereafter. However, the goals are evaluated based on a multi-year perspective during the Qualification Period and the final number of Performance Shares for each Participant may be reduced in whole or in part in accordance with current regulations. The Board decides unilaterally whether the number of allotted Performance Shares is to be reduced in whole or in part. The number of Performance Shares may also be reduced in whole or in part due to risk adjustment, taking into account current and future risks linked to the company’s financial position and requirements for capital and liquidity. The number of Performance Shares held by each Participant may also be adjusted as a result of customary recalculation in the event of a bonus issue, share split, preferential rights issues and/or other events that normally cause recalculation. Recalculation is to be done on customary terms.
 
The table below shows the performance goals set for the company’s management and their weighting.
 

 
TSR is not included in the assessment for the cash payment. Other quantitative goals are therefore adjusted pro rata in relation to the cash payment.
 
For the actuary, the difference compared to the table above is only in the weighting, where the quantitative goals are instead weighted at 60 per cent and the qualitative at 40 per cent, of which 16 per cent are individual goals. The reweighting for the actuary is done pro rata.
 
The Performance Shares are vested on a pro rata basis during the Qualification Period. A prerequisite for vesting is that the Participant maintains his/her employment. If the employment ends during the Qualification Period, a distinction is made as to whether the employment ended as a result of a so-called “good” or “bad” leaver. In the event of a good leaver, the Participant retains all vested Performance Shares but does not continue to vest any further. In the event of a bad leaver, all Performance Shares expire. The Board establishes the definitions of good and bad leaver respectively.
 
The Participants will be provided with a more closely defined definition for good and bad leavers together with the other detailed terms for LTIP 2024, also containing each Participant’s individual goals, in agreements that each Participant will be given the opportunity to enter into as soon as possible after the Annual General Meeting. A prerequisite for participation in LTIP 2024 is that the Participant enters into the aforementioned agreement with the company.
 
Each Performance Share held by the respective Participant after the Qualification Period gives the right to an ordinary share in the company free of charge. The shares will be transferred as soon as possible after the end of the Qualification Period.
 
The Performance Shares cannot be transferred or pledged.
 
The Board, or a committee specially established by the Board, shall be responsible for the detailed design and management of the terms for LTIP 2024, within the framework of the terms herein. In addition to the adjustments already mentioned which the Board shall have the right to make, e.g., recalculation as a result of a bonus issue, share split, rights issue and/or other events that normally cause recalculation, as well as the right to reductions in the number of Performance Shares allotted, the Board shall also have the right to make other adjustments if there are significant changes in the company or its group or in the outside world which means that the decided terms for LTIP 2024 no longer meet the aims and motives of the proposal. This may mean that the Board may, among other things, terminate LTIP 2024 if the purposes and motives for the proposal are no longer fulfilled and decide on a cash settlement instead of a transfer of shares.
 
Dilution, costs, effect on EPS and previously decided programmes
The maximum number of shares that may be allocated under LTIP 2024 is 218,814, corresponding to approximately 1.13 per cent of the current outstanding shares and votes in the company. The company already has an implemented warrant programme from 2021. The exercise period in that programme is between 3 March 2025 and 30 May 2025. The programme includes a maximum of 291,200 warrants, corresponding to a dilution effect of approximately 1.49 per cent in the event that all warrants are used to subscribe for shares in the company. The company also has a performance-based share programme from 2023 outstanding (LTIP 2023) for which shares may start to be delivered in early 2027. The maximum number of shares that may be allocated under LTIP 2023 is 68,809 shares, corresponding to approximately 0.36 per cent of the current outstanding shares and votes in the company. The information on the number of shares that can be issued under each programme is subject to recalculation in accordance with the customary recalculation conditions applicable to each programme.
 
LTIP 2024 will be recognised in accordance with IFRS 2, meaning that the Performance Shares will be expensed as personnel expenses during the Qualification Period. Assuming a Translation Price of SEK 75 and SEK 112.50 respectively and full goal fulfilment by all Participants, the costs are assumed to amount to approximately SEK 9.6 million excluding social security contributions. SEK 1.9 million refers to costs for the cash payment and SEK 7.7 million refers to the accounting costs for the Performance Shares according to IFRS 2. Assuming a share price development during the Qualification Period from SEK 75 to SEK 112.50 and from SEK 112.50 to SEK 187.50 respectively, the social contribution costs for the cash payment amount to approximately SEK 0.6 million, i.e., the social contribution costs for the cash payment are independent of the Translation Price and the share price development. Given the aforementioned scenarios, the social contribution costs for the Performance Shares are assumed to amount to approximately SEK 4.2 and 4.6 million, respectively.
 
Based on the above assumptions, the total costs amount to approximately SEK 13.8 and 14.2 million, respectively. The effect on the key figure EPS (earnings per share) will then be a reduction corresponding to SEK 0.568 per share and SEK 0.584 per share respectively.
 
The Board’s assessment is that the positive effects of LTIP 2024 outweigh the costs related to the programme.

Preparation of the proposal
The proposal for LTIP 2024 has been prepared by the Remuneration Committee in consultation with external advisors and the company’s Board has decided to present the proposal for a resolution by the Annual General Meeting.
 
B. Resolution on the transfer of own shares
 
Conditional on the Annual General Meeting deciding on the introduction of LTIP 2024 in accordance with point (A) above, the Board proposes that the Annual General Meeting resolves that the transfer of own shares to the Participants in LTIP 2024 may take place under the following conditions:

•  Transfer of own shares can be made to Participants who are entitled to receive shares after the Qualification Period according to what is stated under point (A) above and otherwise according to the terms of LTIP 2024.
• The number of shares that can be transferred amounts to a maximum of 218,814. However, the number of shares may be subject to recalculation according to the terms of LTIP 2024 in the event of a bonus issue, share split, preferential rights issue and/or other events that normally cause recalculation.
• Transfer of shares to the Participants will take place free of charge at the time and under the conditions that each Participant is entitled to receive shares according to the terms of LTIP 2024.

 
The purpose of the Board's proposal and the reason for the deviation from the shareholders’ preferential rights when transferring shares is to give the company the opportunity to transfer shares to the Participants in LTIP 2024. The Board therefore considers it beneficial for the company to transfer shares in accordance with the proposal.
 
C. Resolution on share swap agreements with third parties
 
In the event that the required majority for the proposals in accordance with item 17 on the agenda and item (B) above cannot be achieved, the Board proposes that the AGM resolves to give the company the opportunity to be able to secure the delivery of shares in accordance with LTIP 2024 by allowing the company to enter into equity swap agreements with third parties on market terms, whereby the third party in its own name shall be able to acquire and transfer shares in the company to the Participants.
 
OTHER INFORMATION

Number of shares and votes
At the date of this notice, the total number of shares in the company amounts to 19,283,522 with one vote each, thus 19,283,522 votes in total. At the time of the issuance of this notice, the company holds 874,978 own shares.
 
Particular majority requirements
For valid resolution by the Annual General Meeting on the proposals pursuant to item 16 (reduction of the share capital by cancellation of shares in the company and increase of the share capital through a bonus issue) and item 17 (authorisation for the Board to resolve on acquisition of own shares), the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the Meeting. For a valid resolution by the Annual General Meeting on the proposal pursuant to item 18 (B) (transfer of own shares), the proposal has to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the Meeting.
 
Documentation
The Board’s complete proposed resolutions are included in the notice, with the exception of the proposal for new Articles of Association and the remuneration report, which is provided as below.
 
The Annual Report and the Auditor’s Report for 2023, the Nomination Committee’s reasoned statement regarding its proposal to the Board and information about the proposed members of the Board, the instructions for the Nomination Committee, the Board’s remuneration report, the Board’s statements in accordance with Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Auditor’s statement pursuant to Chapter 8, Section 54 and Chapter 20, Section 14 of the Swedish Companies Act and other documents for the Annual General Meeting are available, together with the proxy form, from no later than on Thursday, 4 April 2024, on the company’s website, https://corporate.solidab.se/en, and at the company’s address, Landskronavägen 23 in Helsingborg, and will be sent to shareholders on request and state their postal or e-mail address. The documents stated above will also be available at the Annual General Meeting.
To order the documents, telephone +46 8 402 58 77 (Monday-Friday, 9:00 a.m.–4:00 p.m.) or e-mail GeneralMeetingService@euroclear.com or by letter to Solid Försäkringsaktiebolag, “AGM”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.

Shareholders’ right to request information
The Board and the CEO shall, if any shareholder so requests and the Board considers that it can be done without significant damage to the company, provide information on circumstances that may affect
the assessment of an item on the agenda, as well as circumstances that may affect the assessment of the company’s financial situation.
 
Shareholders who wish to submit questions in advance may do so to Solid Försäkringsaktiebolag, Att. Sofia Andersson, Box 22068, SE-250 22 Helsingborg or may send an e-mail to sofia.andersson@solidab.se.

Processing of personal data
Solid Försäkringsaktiebolag (publ) 516401-8482, with its registered office in Helsingborg, is the controller of the processing of personal data in connection with the Annual General Meeting. For information on how personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Solid Försäkring’s data protection officer
E-mail: DPO@solidab.se
Telephone: +46 771 113 113
Address: Solid Försäkringsaktiebolag, DPO, Box 22068, SE-250 22 Helsingborg, Sweden
____________________
Helsingborg, March 2024
SOLID FÖRSÄKRINGSAKTIEBOLAG (PUBL)
THE BOARD


Translation for non-Swedish speaking shareholders
This is a translation of the Swedish notice to attend the Annual General Meeting of Solid Försäkringsaktiebolag (publ), to be held on Thursday, 25 April 2024, and which is available on https://corporate.solidab.se.

[1] RoE (2) –Aggregated result after tax for the period in relation to the average adjusted equity (2). The average of the balance sheet items is calculated based on opening and closing values. Equity (2) = The total of equity and contingency reserves with deduction of assessed real deferred tax on contingency reserve. The assessed real deferred tax is calculated using the corporate tax rate for the relevant period.