Annual General Meeting in Humana
The board of Humana AB has resolved to convene an annual general meeting of shareholders to be held on Thursday, May 7, 2026. More information about the contents of the proposals may be obtained from the complete notice to the annual general meeting below. The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days. For further information, please contact Ewelina Pettersson, Head of Investor Relations, +46 73 074 79 12, ewelina.pettersson@humana.se English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
NOTICE OF ANNUAL GENERAL MEETING OF HUMANA AB
The annual general meeting of Humana AB will be held on Thursday, May 7, 2026, at 15:00 pm at
Lindhagen Konferens, Lindhagensgatan 126, in Stockholm, Sweden. Registration begins at 14:30 pm.
The Board of directors has decided, pursuant to Chapter 7, section 4 a of the Swedish Companies
Act and the company’s articles of association, that shareholders shall have the right to exercise
their voting rights by postal voting prior to the meeting. Thus, shareholders may choose to exercise
their voting rights by attending in person, through a proxy or by postal voting.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Anyone wishing to attend the meeting must
- be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Tuesday, April 28, 2026, and
- give notice of their attendance to the company no later than on Thursday, April 30, 2026
Registration for participation can be made in writing to the company at the address Årsstämman i
Humana AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, by phone
+46 8-402 91 60 weekdays between 09:00 am and 16:00 pm, at the company's website,
www.humanagroup.com or by e-mail to GeneralMeetingService@euroclear.com. When registering,
please state name or company name, social security number or organization number, address and
telephone number during the day. For registration of assistants, the registration procedure as
above applies. A shareholder who exercises his or her voting right through postal voting does not
need to specifically give notice of his or her attendance, see below under postal voting. See as well
below for further information on the processing of personal data.
NOMINEE REGISETRED SHARES
To be entitled to attend the meeting, holders of nominee registered shares must instruct the
nominee to have the shares registered in the holder’s own name so that the holder is entered in the
share register kept by Euroclear Sweden AB as of Thursday, April 30, 2026, and the nominee should therefore be notified in due time before said date. Such registration may be temporary.
POSTAL VOTING
Shareholders may exercise their voting rights at the meeting by postal voting. For postal voting, a
certain form must be used, which is available on the company's website,
https://www.humanagroup.com/ The postal voting form can also be obtained from the company or
through contact with Euroclear Sweden AB by contact information mentioned above. For the items
on the agenda where the board or the nomination committee has submitted proposals, it is possible
to vote Yes or No, which is clearly stated in the postal voting form. It is also possible to abstain from
voting on an individual decision item. The postal vote must be received by the company as stated
below no later than Thursday, April 30, 2026. Registration does not need to be made separately as the postal voting form also applies as registration. Shareholders can also cast a postal vote
electronically by verifying with BankID via Euroclear Sweden AB's website
https://www.euroclear.com/sweden/generalmeetings/. Such electronic votes must be cast no later than Thursday, April 30, 2026.
Complete form, including any appendices, are sent by e-mail to
GeneralMeetingService@euroclear.com or by writing to Årsstämman i Humana AB, c/o Euroclear
Sweden AB, Box 191, 101 23 Stockholm, Sweden. If the shareholder is a legal person, a copy of
the registration certificate or equivalent authorisation document for the legal person must be
attached to the form. The same applies if the shareholder votes by proxy.
The shareholder may not provide the postal vote with special instructions or conditions. If so, the postal vote is invalid in its entirety. Further instructions can be found in the postal voting form.
PROXY AND POWER OF ATTORNEY
Anyone who is not personally present at the meeting may exercise their right at the meeting
through a proxy with a written, signed and dated power of attorney. The same applies if someone
wishes to postal vote. A power of attorney form is available on the company's website,
https://www.humanagroup.com. The power of attorney form can also be obtained from the
company or ordered by contacting Euroclear Sweden AB by telephone as instructed above. If a
power of attorney has been issued by a legal entity, a copy of the registration certificate or
equivalent authorisation document for the legal entity must be attached. The power of attorney may
not be older than one year unless a longer period of validity is stated in the power of attorney,
however, for a maximum of five years. In order to facilitate access to the general meeting, proxies,
registration certificates and other authorisation documents should be received by the company well
in advance prior to the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- CEO’s speech
- Presentation of the annual report and auditor’s report, and also the Group accounts and auditor’s report for the Group
- Resolutions on:
a. adoption of the profit and loss account and balance sheet, and also consolidated profit and loss account and consolidated balance sheet;
b. allocations of the company’s results in accordance with the adopted balance sheet; and determination of record date for dividend, and
c. discharge from liability towards the company for the directors and the CEO for the financial year 2025 - Resolution on number of directors
- Resolution on number of auditors
- Resolution on directors’ fees
- Resolution on auditor’s fees
- Election of directors and chair of the Board
- Election of auditor
- Resolution on approval of remuneration report
- Resolution on issue authorisation
- Resolution on:
a. authorisation for the Board to resolve on acquisition of own shares, and
b. authorisation for the Board to resolve on transfer of own shares - Resolution on (a) reduction of the share capital through cancellation of treasury shares and (b) increase of the share capital through a bonus issue
- Closure of the meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
The nomination committee in Humana AB consists of Fredrik Strömholm, representative of Impilo Care AB (chairman of the nomination committee); Alexander Kopp, representative of Incentive AS; Anette Andersson, representative of SEB Asset Management AB, Richard Torgerson, representative of Nordea Fonder, and Anders Nyberg, Humana's chairman of the board.
Election of chair of the meeting (item 2)
Anders Nyberg is proposed as chairman of the annual general meeting.
Resolution on number of directors (item 10)
The proposal is that the number of board members amounts to seven board members elected by the general meeting without deputies.
Resolution on number of auditors (item 11)
The proposal is that the company should have an auditor without a deputy.
Resolution on directors’ fees (item 12)
The proposal is that the fees should be paid as follows:
• Chairman of the board: SEK 825,000 (800,000).
• Other board members: SEK 310,000 (300,000).
• Chairman of the audit committee: SEK 150,000 (145,000).
• Other members of the audit committee: SEK 62,000 (60,000).
• Chairman of the remuneration committee: SEK 112,500 (110,000).
• Other members of the remuneration committee: SEK 51,500 (50,000).
The proposal involves a total board remuneration amounting to SEK 3,236,500 (3,185,000). The proposed increase is explained by an ambition to keep the remuneration level at a level corresponding to that in other similar companies.
Resolution on auditor’s fees (item 13)
Fees will be paid to the auditor in accordance with approved invoice.
Election of directors and chairman of the Board (item 14)
The nomination committee proposes re-election of board members Grethe Aasved, Carolina Oscarius Dahl, Monica Lingegård, Leena Munter, Anders Nyberg, Ralph Riber and Fredrik Strömholm.
Election of Anders Nyberg as chairman of the board.
Election of auditor (item 15)
In accordance with the audit committee's recommendation, the proposal is re-election of KPMG AB as auditor for the period until the end of the annual general meeting in 2027.
Neither the nomination committee's proposal nor the audit committee's recommendation to the auditor has been subject to influence from third parties or been forced by any contractual conditions that limited the freedom of choice in the choice of auditor.
RESOLUTIONS PROPOSED BY THE BOARD
Allocations of the company’s results in accordance with the adopted balance sheet (item 9 b)
The Board of Directors of Humana AB proposes that the Annual General Meeting 2026 resolves on a dividend of SEK 64,153,530 divided equally on the total number of shares in the company with SEK 1.35 per share. The dividend corresponds to approximately 27 percent of profit for the year.
The record date for the right to receive dividend is proposed to be set to Monday 11 May 2026 and the payment of the dividend through Euroclear Sweden AB is expected to take place 3 banking days later.
The above amount is based on the number of outstanding shares in the company, which are not held by the company, as of the date of issue of the notice of the Annual General Meeting.
The number of shares held by the company may increase until the record date for dividend and thus reduce the amount of dividend.
Following a decision on a value transfer, SEK 1,530,845,025 remains of the amount available pursuant to Chapter 17, Section 3, first paragraph, of the Swedish Companies Act.
The remaining funds after the dividend, SEK 1,530,845,025, are to be carried forward.
Resolution on approval of remuneration report (item 16)
The Board proposes that the meeting resolves to approve the remuneration report on remunerations in
accordance with Chapter 8 Section 53 a of the Swedish Companies Act.
Resolution on issue authorisation (item 17)
The board proposes that the general meeting authorises the board to resolve on issue of shares in accordance with the following.
The board shall be authorised to resolve to issue new shares on one or several occasions during the period up to the next annual general meeting. The issue may take place applying or disapplying shareholder pre-emption rights. On the strength of the authorisation the board may resolve to issue a number of new shares not exceeding ten per cent of the total number of outstanding shares in the company at the time of the general meeting's resolution on the authorisation.
The authorisation includes the right to resolve that shares will be issued against cash payment, payment in kind or payment by way of set-off and the issue may otherwise be subject to conditions as set out in Chapter 2, section 5, second paragraph, 1-3 and 5 of the Companies Act. A cash issue or issue by way of set-off that takes place with disapplication of shareholder pre-emption rights must take place on market terms.
The reason for the proposal and the possibility of disapplying shareholder pre-emption rights is to allow flexibility in conjunction with potential acquisitions or the raising of capital.
The board, or the person appointed by the board, shall be entitled to decide on minor changes to the general meeting's resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Valid approval of the proposal according to this item requires that shareholders representing a minimum of two-thirds of both the votes cast and the shares represented at the annual general meeting support the resolution.
Resolution on authorisation for the Board to resolve acquisition of own shares (item 18 a)
The board proposes that the general meeting authorises the board to resolve on acquisition of own shares on one or several occasions during the period up to the next annual general meeting in accordance with the following.
1. Acquisition of own shares must be made on Nasdaq Stockholm.
2. Own shares may be acquired to the extent the company’s holdings of own shares in total amounts to no more than one-tenth of all shares in the company.
3. Acquisition of own shares on Nasdaq Stockholm shall bemade in cash and at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.
The reasons for the proposed authorisation to resolve on acquisition of own shares are to enable a reduction of the company's share capital through cancellation of shares, to be able to improve the company’s capital structure, to enable share transfers in accordance with the authorisation resolution for the board to transfer own shares, and to increase the flexibility for the board in connection with potential future corporate acquisitions.
The board, or the person appointed by the board, shall be entitled to decide on minor changes to the authorisation resolution that may be necessary due to formal requirements.
Valid approval of the proposal according to this item requires that shareholders representing a minimum of two-thirds of both the votes cast and the shares represented at the annual general meeting support the resolution.e in cash and at a price within the stock market price interval
Resolution on authorisation for the Board to resolve on transfer of own shares (item 18 b)
The board proposes that the general meeting authorises the board to resolve on transfer of own shares on one or several occasions during the period up to the next annual general meeting in accordance with the following.
1. Transfer of own shares may be made either on Nasdaq Stockholm or in another manner.
2. Transfer of own shares may be made with disapplication from the shareholders’ pre-emption rights.
3. The maximum number of shares that may be transferred is the number of shares held by the company at the time of the board’s resolution on the transfer.
4. Transfer of own shares on Nasdaq Stockholm shall be made at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price. Transfer of own shares in another manner shall be made at a minimum price that shall be determined in close connection with the share’s quoted price at the time of the board’s resolution to transfer the shares.
5. Payment for the transferred shares may be made in cash, by contribution in kind or by way set-off.
6. The board is entitled to determine the other terms and conditions of the transfer, which, however, shall be in accordance with market terms.
The reasons for the proposed authorisation to resolve on transfer of own shares and for the disapplication from the shareholders’ pre-emption rights are to be able to improve the company’s capital structure and to increase the flexibility of the board in connection to potential future corporate acquisitions, by facilitating fast and cost-efficient financing by divesting holdings of own shares.
The board, or the person appointed by the board, shall be entitled to decide on minor changes to the authorisation resolution that may be necessary due to formal requirements.
Valid approval of the proposal according to this item requires that shareholders representing a minimum of two-thirds of both the votes cast and the shares represented at the meeting support the resolution.
Resolution on (a) reduction of the share capital through cancellation of treasury shares, and (b) increase of the share capital through a bonus issue (item 19)
The Board of Directors proposes that the General Meeting resolves on a reduction of the share capital through cancellation of treasury shares and an increase of the share capital through a bonus issue, as set out below.
The resolutions are conditional upon each other, for which reason the Board of Directors proposes that the General Meeting passes a single resolution on the proposals.
A. Reduction of the share capital
The company's share capital shall be reduced as follows.
• The company's share capital shall be reduced by SEK 93 498.
• The reduction shall be effected through the cancellation of 3 786 664 treasury shares, which have been repurchased by the Board of Directors under the authority of authorisations from previous Annual General Meetings.
The purpose of the reduction is to allocate the amount to non-restricted equity. However, the amount shall be restored to the share capital in accordance with item B below.
As a statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act (2005:551), the Board of Directors may state the following. A resolution to reduce the company's share capital in accordance with this item can be implemented without permission from the Swedish Companies Registration Office (Sw. Bolagsverket) or, in contentious cases, a general court, as the company will simultaneously carry out an increase of the share capital of an equal amount through a bonus issue in accordance with item B. Thus, the company's restricted equity and share capital will remain unchanged.
B. Increase of the share capital through a bonus issue
In order to restore the share capital following the proposed reduction of the share capital as set out above, the share capital shall be increased by a bonus issue of SEK 93 498, through a transfer of SEK 93 498 from the company's non-restricted equity.
The bonus issue shall be carried out without the issuance of new shares.
The CEO shall be authorised to make such minor formal adjustments to the resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.
For a valid resolution on this item, the proposal must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
SPECIAL MAJORITY REQUIREMENT
For decisions according to items 17 (issue authorisation), 18 a (authorisation to resolve acquisition of own shares) and 18 b (authorisation for the Board to resolve on transfer of own shares) and 19 (reduction of the share capital through cancellation of treasury shares, and increase of the share capital through a bonus issue) to be valid, the proposal must be agreed on by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
DOCUMENTS
The complete documents in accordance with the Swedish Companies Act (2005:551) will be available at the company’s address Warfinges väg 39 in Stockholm, and on the company’s website https://www.humanagroup.com/ as from Thursday April 16, 2026, and will be sent immediately without charge to any shareholders who so request and state their postal address. The documents will also be available at the meeting.
INFORMATION
The Board and the CEO shall, upon any shareholder’s request and if the board deems that it can take place without substantial damage for the company, at the meeting give information about circumstances that may influence determination of an item on the agenda, circumstances which may affect the assessment of the company’s or its affiliates’ financial position, the consolidated accounts and the company’s relation to another company in the Group.
Shareholder’s wishing to submit questions in advance may do so in writing to the company Humana AB, Att: Investor Relations, Warfinges väg 39, 112 51 Stockholm, or via e-mail to arsstamma@humana.se.
NUMBER OF SHARES AND VOTING RIGHTS
The total number of shares in the company as of the date of this notice is 51 826 058 shares, representing a total of 51 826 058 voting rights. As of the same date, the company is holding 4,304,925 shares in treasury.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Stockholm March 2026
Humana AB (publ)
The Board of directors