The shareholders of Holmen Aktiebolag (publ) (corp. reg. no. 556001-3301) are herewith invited to attend the Annual General Meeting at 15.00 CEST on Monday 30 March 2026 in Vinterträdgården, Grand Hôtel, Stallgatan 6, Stockholm, Sweden.
Shareholders wishing to exercise their voting rights and participate in the AGM must:
Shareholders who are represented by a proxy must issue a written, dated authorisation for the proxy. A proxy form is available at www.holmen.com, and is also available by post on request from shareholders. If the shareholder is a legal entity, certificate of registration or other authorisation documents must be enclosed. Copies of the documents should, to facilitate entrance, be sent in advance to the above-mentioned e-mail address or postal address.
The Annual General Meeting has previously decided to set up a Nomination Committee to make proposals concerning the election of Board members and the Board's fees and, when relevant, the election of auditors and the auditors' fees. Prior to the 2026 AGM, the Nomination Committee consisted of the following members: Fredrik Lundberg (Chair of the Board), Bo Selling (L E Lundbergföretagen AB), Lars Ericson (the Kempe Foundations) and Vegard Torsnes (Norges Bank). The Chair of the Nomination Committee is Bo Selling.
The Nomination Committee proposes that the Company's Chair of the Board, Fredrik Lundberg, be elected as Chair of the AGM, or if he is prevented from attending, the person designated by the Nomination Committee to act in his place.
The Nomination Committee proposes that the Meeting resolve that the Board of Directors consist of nine members elected by the Annual General Meeting. It is further proposed that the Meeting appoint a registered auditing firm to serve as auditor.
The Nomination Committee proposes Board fees of SEK 475 000 (455 000) for members elected by the Annual General Meeting who are not Company employees, and SEK 950 000 (910 000) for the Chair of the Board, corresponding to an increase of 4.4 per cent. The Nomination Committee further proposes an additional fee of SEK 75 000 for members of the Audit Committee and SEK 100 000 for the Chair of the Audit Committee. The total proposed fee amounts to SEK 4 525 000.
It is proposed that fees be paid to the auditor against approved invoices.
The Nomination Committee proposes the re-election of Board members Alice Kempe, Louise Lindh, Ulf Lundahl, Fredrik Lundberg, Fredrik Persson, Henrik Sjölund, Stefan Widing, Henriette Zeuchner and Carina Åkerström. It is proposed that Fredrik Lundberg be re-elected Chair of the Board of Directors.
The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, the re-election of the auditing firm Öhrlings PricewaterhouseCoopers AB as the Company's auditor until the end of the 2027 Annual General Meeting. They have announced that authorised public accountant Magnus Svensson Henryson will be the auditor in charge if re-elected.
The Board proposes that a dividend of SEK 9.50 per share be paid. The Board proposes that the dividend date of record be Wednesday 1 April 2026. Provided the Annual General Meeting resolves in favour of the proposal, the dividend should be distributed by Euroclear Sweden on Wednesday 8 April 2026.
The Board of Directors proposes that the Annual General Meeting resolve on a new long-term share savings programme ("the Programme" or "LTIP 2026"). The Programme is aimed at the Group management and will be implemented after the 2026 Annual General Meeting.
For several years, the Annual General Meeting has resolved to introduce long-term share savings programmes. The three most recent programmes are LTIP 2022, 2024 and 2025, of which LTIP 2024 and 2025 are still outstanding. The programmes have been similar, with performance conditions linked to the total shareholder return on the Company's shares and to return on capital employed (ROCE). LTIP 2024 and 2025 also include a performance condition linked to the Group's climate benefit. The programmes have been aimed at Group Management and, every third year, at a slightly broader circle.
The Board of Directors considers the programme to be appropriately designed, and proposes that the 2026 Annual General Meeting adopt a long-term share savings programme with substantially the same conditions as earlier programmes. LTIP 2026 has performance conditions linked to the total return on the Company's shares and to ROCE, as described below, and includes Group Management.
The overall purpose of the Programme is to maintain a strong alignment of interests between key individuals within the Group and the shareholders and to continue fostering a long-term commitment to Holmen. The Programme is intended to attract and retain employees who are critical to Holmen's ongoing success. It should be achievable, easy to understand, cost-effective to administer, and simple to communicate.
The Board of Directors proposes that the Programme be implemented in accordance with the main terms set out below.
Allocation of Performance Shares II shall be based on the average return on capital employed1) (ROCE) for the two business areas, Board & Paper and Wood Products, during the 2026, 2027 and 2028 fiscal years ("Financial target"). For Performance Shares II to be awarded, a minimum level of 10 per cent ROCE must be exceeded, and for maximum allocation, a maximum level of 20 per cent ROCE must be achieved. If a level between the minimum and maximum levels is reached, Participants will receive a linear allocation of Performance Shares II.
1) Operating profit/loss (excluding items affecting comparability) expressed as a percentage of average employed capital, as defined in the annual report for each year.
The maximum value of the right to receive a Performance Share I or a Performance Share II shall be limited to 200 per cent of the volume-weighted average price of Holmen's class B share during the five trading days immediately following the day of the publication of Holmen's interim report for the first quarter of 2026 ("Cap"). If the value of such a right (calculated based on the volume-weighted average price of Holmen's class B share during the five trading days immediately following the publication of the interim report for the first quarter of 2029, less any dividend resolved by the Annual General Meeting that has not yet been detached from the share) exceeds the Cap, the number of Performance Shares I and Performance Shares II to be allotted shall be proportionally reduced to the extent necessary to ensure that the Cap is not exceeded. This limitation enables control and creates predictability over the maximum scope and cost of the Programme.
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The costs of the Programme, which are recognised in the income statement, are calculated in accordance with IFRS 2 and allocated over the Vesting Period. The calculation has been made based on the closing price of Holmen's class B share as at 20 February 2026, i.e. SEK 360 per share, and with the following assumptions: (i) an annual dividend yield of approximately 3 per cent, (ii) an annual employee turnover of 5 per cent, (iii) that the TSR condition is met, (iv) an average fulfilment of the Financial Target of 50 per cent, and (v) the total maximum number of shares available for allotment as set out in section A.m above. In addition to the above, the costs of the Programme have been based on the assumption that the Programme includes 10 Participants and that each Participant makes a maximum investment.
The total estimated costs of the Programme according to IFRS 2 amount to approximately SEK 9 million, excluding social security contributions (SEK 17 million if the TSR condition and the Financial Target are fulfilled at 100 per cent). Social security contributions are estimated at approximately SEK 4 million, based on the above assumptions and assuming an annual share price increase of 10 per cent during the term of the Programme and a tax rate on social security contributions of 31.42 per cent (SEK 8 million upon fulfilment of the TSR condition and the Financial target at 100 per cent).
The expected annual costs of SEK 4 million, including social security contributions, correspond to approximately 0.1 per cent of the Holmen Group's total personnel costs for the financial year 2026 (0.2 per cent upon fulfilment of the TSR condition and the Financial target at 100 per cent).
Assuming that the Cap is reached (for this purpose calculated based on the closing price of class B shares in Holmen as of 20 February 2026, i.e., SEK 360 per share) and that all Participants are entitled to the allocation of the maximum number of Performance Shares I and Performance Shares II in the Programme and remain in the Programme until the end of the Vesting Period, the maximum costs for Holmen under IFRS 2 will amount to SEK 20 million, and the maximum social security contributions to SEK 14 million.
The allotment of repurchased class B shares to fulfil the commitments under the Programme would entail the following dilution effects (based on the assumptions set out below). At maximum allocation of Performance Shares I and Performance Shares II, and provided that no recalculation is made in accordance with section A.n above, the number of shares to be allotted free of charge under the Programme amounts to 70,000 class B shares in Holmen, corresponding to approximately 0.05 per cent of the share capital and approximately 0.01 percent of the votes (calculated based on the number of outstanding shares in Holmen as at 20 February 2026). The effects on key financial ratios and earnings per share are marginal.
The Board of Directors proposes that the Annual General Meeting, as the main option, resolve on the transfer of treasury class B shares to Participants free of charge, and that treasury class B shares may also be transferred free of charge to subsidiaries of Holmen to secure Holmen's commitments to deliver class B shares to Participants. The Company currently holds 9 077 790 treasury class B shares (after any resolution by the Annual General Meeting on the proposed cancellation: 577 790). The detailed terms of the Board of Directors' main option are set out in item B.1 below.
In the event that the required majority for item B.1 below is not achieved, the Board of Directors proposes that Holmen be permitted to enter into a share swap agreement with a third party, in accordance with item B.2 below.
The proposed Programme has been prepared, according to guidelines issued by Holmen's board, by Holmen's Remuneration Committee, with the assistance of external advisors. The Remuneration Committee has presented its work to the Board of Directors, after which the Board has resolved to propose that the Programme be adopted at the Annual General Meeting.
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The Board of Directors proposes that the Annual General Meeting, as the main option, resolve that transfers of Holmen's treasury class B shares may take place on the following terms.
The Board proposes that the Annual General Meeting, in the event that the required majority for item B.1 above cannot be achieved, decides that the financial exposure expected to result from the Programme may be hedged by Holmen on market terms by entering into a share swap agreement with an external party, whereby the external party, for a fee and in its own name, may acquire and transfer class B shares in Holmen to the Participants, in accordance with the terms of the Programme.
The decision to implement the Programme in accordance with section A above is conditional upon the Annual General Meeting deciding either in accordance with the proposal for transfers to the Participants of treasury class B shares in accordance with section B.1 above or in accordance with the proposal to enter into share swap agreements with an external party in accordance with section B.2 above.
The shareholders' meeting's resolution on implementation of the Programme according to item A. above requires simple majority among the votes cast. For a valid resolution on the transfer of treasury class B shares to Participants in accordance with item B.1 above, the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Meeting. For a valid resolution to enter into a share swap agreement with an external party in accordance with item B.2 above, a majority of more than half of the votes cast at the Meeting is required.
In addition to what is stated above, previous incentive programmes are described in Note 4 of Holmen's Annual Report for the financial year 2025.
The Board of Directors proposes that the Annual General Meeting resolve to reduce the Company's share capital by SEK 221 653 151.98 through the cancellation of 8 500 000 treasury class B shares repurchased by the Company. The purpose of such share capital reduction is for allocation to non-restricted equity.
The decision regarding a share capital reduction as per point (A) may be made without the permission of the Swedish Companies Registration Office or, in disputed cases, of a general court of law, as the Company will simultaneously carry out a bonus issue as per point (B) below, for the same amount by which share capital is to be reduced, as per above. Taken together, these measures mean that neither the Company's restricted equity nor its share capital will be reduced.
Statement by the Board of Directors pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act:
As stated above, the Board of Directors proposes that the Company's share capital be reduced by SEK 221 653 151.98 through the cancellation of 8 500 000 class B shares in the Company. To achieve an efficient process without requiring approval from the Swedish Companies Registration Office or a general court, the Board of Directors has also proposed that the Annual General Meeting resolve to restore the Company's share capital to its current amount by increasing the share capital by SEK 221 653 151.98 through a bonus issue without issuing new shares. The amount will be transferred from the Company's non-restricted equity to the Company's share capital, in accordance with point (B) below. A resolution in accordance with item (A) above will reduce the share capital by SEK 221 653 151.98, and a resolution in accordance with item (B) below will increase the share capital by the same amount. Following implementation of the bonus issue the Company's restricted equity and share capital will therefore be unchanged.
For the purpose of restoring the share capital following the proposed reduction of share capital in accordance with item (A) above, the Board of Directors proposes that the Annual General Meeting simultaneously resolve to increase the share capital through a bonus issue in an amount of SEK 221 653 151.98, corresponding to the amount by which the share capital was reduced through the cancellation of shares in accordance with item (A) above. Such bonus issue shall be carried out without issuing new shares by transferring the amount from non-restricted equity.
The Board of Directors further proposes that the Annual General Meeting resolve to authorise the Board to make such adjustments to the resolutions under (A) and (B) above as may prove necessary for the registration of the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB and otherwise to take such measures as are required to implement the resolutions.
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The auditor's opinion pursuant to Chapter 20, Section 14 of the Swedish Companies Act will be available on the Company's website, www.holmen.com, no later than three weeks before the Annual General Meeting.
It is proposed that the Annual General Meeting adopt a single resolution covering items (A) and (B) above. Approval of the proposal requires shareholders representing a minimum of two-thirds of both votes cast and shares represented at the Annual General Meeting to support the resolution.
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board, for the period until the next Annual General Meeting, to decide on the acquisition of the Company's own shares as follows.
The Board further proposes that it be mandated by the Annual General Meeting to make decisions up until the next Annual General Meeting to use the Company's holding of treasury shares as payment in connection with the acquisition of companies or enterprises or to finance such acquisitions, in which case the shares may also be sold via Nasdaq Stockholm. Otherwise, the following conditions shall apply.
The purpose of the mandates for repurchases and transfers of own shares, and the reason for deviation from shareholders' pre-emptive rights, is to give the Company opportunity to use treasury shares to finance or pay for, without delay and in a flexible, cost-effective manner, acquisitions of companies or business operations and to ensure future transfers of shares under the long-term share savings programmes. The purpose of the mandate to repurchase shares in the Company is also to enable the Board to adjust the capital structure, thereby generating a higher value for shareholders.
Approval of the proposal requires shareholders representing a minimum of two-thirds of both votes cast and shares represented at the Annual General Meeting to support the resolution.
If a shareholder so requests, and the Board deems that it can meet the request without causing material damage to the Company, the Board and the CEO shall provide information about any circumstances that might affect the assessment of an item on the agenda and any circumstances that might affect the assessment of the Company's or its subsidiaries' financial position, or the Company's relationship with another Group company.
Accounting records, the auditor's report, the review report on the sustainability report, and other documents that must be made available to shareholders in accordance with the Swedish Companies Act will be available at the Company as well as on the Company's website www.holmen.com no later than three weeks before the Annual General Meeting. The documents will be sent to shareholders upon request and will be available at the Annual General Meeting.
At the time of issuing the notice, Holmen AB has a total of 162 512 324 shares, of which 45 246 468 are class A shares and 117 265 856 are class B shares. The class A share carries ten votes and the class B share one vote. Following previous repurchases, the Company holds 9 077 790 treasury class B shares, which are not represented at the Annual General Meeting. The total number of voting rights in the Company was therefore 569 730 536 (560 652 746 excluding the Company's treasury shares).
For information about how personal data is processed, please visit https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have any questions concerning our processing of personal data, please contact us via email at GDPR@holmen.com. Holmen Aktiebolag (publ)'s corporate identity number is 556001-3301 and the Board of Directors is based in Stockholm.
Stockholm, February 2026
The Board of Directors