Governance

Ahead of the Annual General Meeting held on 7 May 2025, Midsona’s Nomination Committee consisted of the following members: Henrik Munthe, Stena Adactum AB (Chair of the Nomination Committee), Bengt Belfrage, Nordea Funds, and Rune Bro Roin, Roin Holding ApS.

Midsona’s Chairman of the Board, Patrik Andersson, was co-opted to the Nomination Committee.

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Instruction for the appointment of the Nomination Committee and its work

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The Nomination Committee shall consist of three members. The Chairman of the Board shall contact the three largest shareholders in terms of votes according to the shareholder register maintained by Euroclear Sweden AB as of the last banking day in August. After contacting the shareholders, they shall, within 14 days, provide information on whether they wish to appoint a member to the Nomination Committee or not. If the contacted shareholder waives their right to appoint a member, the shareholder with the next highest number of votes shall be given the opportunity to appoint a member and must, within one week, provide information on whether they wish to appoint a member or not.

The Chairman of the Board is responsible for convening the Nomination Committee and may also be co-opted to the Nomination Committee, except when the Nomination Committee is to consider the question of the Chairman of the Board.

The names of the three members and the names of the shareholders who have proposed them shall be disclosed as soon as the Nomination Committee has been appointed, but no later than six months before the Annual General Meeting. If, at this time, fewer than three shareholders have appointed members, the Nomination Committee may consist of fewer members.

The term of office of the Nomination Committee shall last until such time as a new Nomination Committee is appointed.

The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the shareholder with the largest number of votes. However, the first meeting of the Nomination Committee shall be opened by the Chairman of the Board.

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If a significant change occurs in the Company's ownership structure after 31 August but before the date falling three months before the upcoming Annual General Meeting, and a shareholder, who after this significant change has become one of the three largest shareholders in terms of votes, requests to join the Nomination Committee, the Nomination Committee shall offer such seat in the Nomination Committee by either deciding that such shareholder shall replace the shareholder with the least number of votes in the Nomination Committee after the change or by deciding to add one additional member to the Nomination Committee, however, with a maximum of four members. If a member leaves the Nomination Committee before its work is completed or ceases to represent the shareholder who appointed such member, the shareholder who appointed the member shall have the right to appoint a new member. If the shareholder does not exercise the right to appoint a new member, the right to appoint such member shall pass to the shareholder with the next highest number of votes who has not already appointed or abstained from appointing a member of the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced as soon as they occur.

The Nomination Committee shall perform its duties in accordance with these instructions and the Swedish Corporate Governance Code. The task include, among other things, preparing and submitting proposals to the Annual General Meeting for:

• election of the Chairman of the Annual General Meeting;
• election of the Chairman of the Board and other members of the Company's Board;
• Board remuneration divided between the Chairman and other members, as well as remuneration for Committee work;
• election and remuneration of auditors and deputy auditors (if applicable); and
• changes in the instructions of the Nomination Committee (if applicable).

Remuneration shall not be paid by the Company to the members of the Nomination Committee. The Nomination Committee shall have the right to incur costs on behalf of the Company for expenses such as recruitment consultants and other consultants required for the Nomination Committee to fulfill its duties.

The Board of Midsona has appointed four committees: an Audit Committee, a Remuneration Committee, and two committees that report to the Audit Committee — a Sustainability Committee and an IT/IS Committee. The members of the committees and their chairpersons are appointed at the inaugural Board meeting for one year at a time. The work of the committees is mainly of a preparatory and advisory nature, although the Board may, in individual cases, delegate the authority to decide on specific matters to the committees. The matters addressed at committee meetings are minuted and reported to the Board at the next Board meeting.

The Board has established an Audit Committee. The members, including the Chair, are appointed by the Board.

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The Committee supports the Board in ensuring the integrity of the company’s financial and sustainability reporting. Its key responsibilities include monitoring internal control and risk management related to financial and sustainability reporting, maintaining dialogue with the external auditor, and reviewing audit findings and independence. The Committee also evaluates the audit process, oversees IT/IS aspects relevant to reporting, and assists the Nomination Committee in matters relating to auditor appointments and remuneration in accordance with the EU Audit Regulation. Meeting minutes are submitted to the Board.

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For 2025, the Audit Committee consists of the following members Tomas Bergendahl (Chairman), Jari Latvanen and Johan Wester.

The Board has established a Remuneration Committee. The members of the Committee, including its Chair, are appointed by the Board.

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The Committee prepares matters related to:
a) remuneration principles, compensation, and other terms of employment for company management,
b) monitoring and evaluating ongoing and completed variable remuneration programs for company management during the year, and
c) monitoring and evaluating the application of the guidelines for remuneration to senior executives as resolved by the AGM, as well as the company’s overall remuneration structures and levels.

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The Committee keeps minutes of its meetings, and these are made available to the Board.

For 2025, the Remuneration Committee consists of the following members Patrik Andersson (Chairman) and Johan Wester.

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The Sustainability Committee was established by the Board in 2025 and reports to the Audit Committee. It consists of one Board member, appointed by the Board and acting as Chair, and additional members appointed by the Chair, such as the company’s Head of Sustainability or other individuals with relevant expertise.

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The Committee supports the Audit Committee in overseeing the company’s sustainability reporting and related control systems. Its tasks include contributing to materiality assessments, promoting integration of sustainability principles into internal controls, monitoring compliance with applicable sustainability regulations and standards (e.g. CSRD), and preparing documentation on internal control needs in the sustainability area. Meeting minutes are submitted to the Audit Committee, which reports to the Board.

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For 2025, the Sustainability Committee consists of Sandra Kottenauer (Chairman).

The IT/IS Committee was established by the Board in 2025 and reports to the Audit Committee. It consists of one Board member, appointed by the Board and acting as Chair, and additional members appointed by the Chair, such as the company’s CIO, Information Security Officer, or other individuals with relevant expertise.

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The Committee supports the Audit Committee in overseeing internal control and risk management related to IT and information security. Its tasks include monitoring cybersecurity issues relevant to financial reporting or other critical business information, including incident reporting and compliance with applicable security standards; tracking regulatory requirements affecting reporting and internal control; and preparing documentation on the need for specific control or audit measures within IT and information security. Meeting minutes are submitted to the Audit Committee, which reports to the Board.

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For 2025, the IT/IS Committee consists of Jari Latvanen (Chairman).

At the Annual General Meeting 2025, the authorised accounting firm Deloitte AB was re-elected for a period of one year up to the end of the 2026 Annual General Meeting. It was decided at the Annual General Meeting 2025 that remuneration of the external auditor will be on approved account.

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The auditor examines the company's annual accounts, interim report for the third quarter and accounting records and the administration of the Board of Directors and Chief Executive Officer.

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The auditor attends each meeting of the Audit Committee and continuously reports to the Audit Committee. The audit is reported to the shareholders in the audit report, which constitutes a recommendation to the shareholders prior to their decision at the Annual General Meeting. The audit takes place in accordance with the Swedish Companies Act and generally accepted auditing principles.

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Principal auditor responsible

Jeanette Roosberg

‍Born 1973. Authorised public accountant at Deloitte AB

Principal auditor of Midsona since 2021

Deloitte

General Meeting decisions
The Annual General Meeting decides on fees to the Board of Directors and the auditor, as well as guidelines for remuneration to senior executives.

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Board fees
At the 2025 AGM, it was resolved, in accordance with the Nomination Committee’s proposal, that remuneration shall be paid as follows:

• SEK 620,000 to the Chair of the Board (previously SEK 600,000)
• SEK 270,000 to each of the other Board members (previously SEK 260,000)
• SEK 100,000 to the Chair of the Audit Committee (previously SEK 90,000)
• SEK 55,000 to each other Audit Committee member (previously SEK 50,000)
• SEK 45,000 to the Chair of the Remuneration Committee (unchanged)
• SEK 25,000 to each other Remuneration Committee member (unchanged)
• SEK 30,000 to each member of the newly established Sustainability and IT/IS Committees

Guidelines for senior executive remuneration
New guidelines were adopted at the 2025 AGM. 

(Swedish) Riktlinjer för ersättning till ledande befattningshavare

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Remuneration reports
Remuneration reports are published as part of our annual reports. Please visit our report archive for more information.

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Incentive programme
In August 2022, a total of 120,000 warrants under the TO2022/2025 programme were transferred to senior executives.

• The CEO acquired 20,000 warrants
• Other members of Group Management acquired a total of 100,000 warrants
  Each warrant entitles the holder to subscribe for one Series B share during the period 1 August to 20 December 2025. Following recalculation due to the rights issue in December 2022, the subscription price is SEK 25.60 (previously SEK 25.66). The transfer was made at market value based on a valuation using the Black & Scholes model, conducted by PWC AB, deemed independent in relation to Midsona. The fair value per warrant was SEK 3.82 at the time of the transaction. No other incentive programmes are outstanding.

Auditor’s fees
The 2025 AGM resolved that the auditor’s fees shall be paid in accordance with approved invoices.

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Adopted at extraordinary general meeting 24 November 2022

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§ 1 Business Name

The business name of the company is Midsona AB. The Company is a public company (publ).

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§ 2 Seat of the Board of Directors

The Board of Directors is based in Malmö Municipality.‍

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§ 3 Activities
The Company shall, directly or through subsidiaries, develop and market health products, including pharmaceuticals and biotechnological products, herbal remedies and dietary supplements, over-the-counter care products, health foods, and related products, as well as conduct activities compatible therewith.

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§ 4 Share Capital

The Company's share capital shall amount to a minimum of SEK 500,000,000 and a maximum of SEK 2,000,000,000.

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§ 5 Number of Shares

The number of shares shall not be less than 100,000,000 and not more than 400,000,000.

Shares may be issued in two classes: Class A and Class B. Each class of shares may be issued at 100 percent of the share capital. When voting at General Meetings, Class A shares entitle the holder to ten (10) votes and Class B shares to one (1) vote.

If the company resolves to issue new shares of Class A and Class B by way of a cash issue or a set-off issue, owners of shares of Class A and Class B shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares previously owned by the holder (primary preferential right). Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for subscription under subsidiary preferential rights, the shares shall be distributed among subscribers in proportion to the number of shares they previously own and, to the extent this cannot be done, by drawing lots.

If the company resolves to issue only Class A or Class B shares by way of a cash issue or a set-off issue, all shareholders, regardless of share class, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously own.

The above provisions regarding preferential rights shall also apply correspondingly to the issuance of warrants and convertibles.

The preferential rights described herein shall not restrict the company from resolving on share issues deviating from shareholders' preferential rights.

In the event of an increase in the share capital through a bonus issue, new shares shall be issued of each share class in proportion to the number of shares of the same class already issued. Existing shares of a certain class shall entitle the holder to new shares of the same class. These provisions shall not restrict the possibility of issuing shares of a new class through a bonus issue, following necessary amendments to the Articles of Association.

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§ 6 Board of Directors

The Board of Directors shall consist of three to nine members elected by the General Meeting. No deputies shall be appointed.

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§ 7 Auditors

The company shall have one or two auditors, with or without deputies. Only an authorised public accountant or a registered accounting firm may be appointed as auditor or deputy auditor.

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§ 8 Notice

Notice of General Meetings shall be given by publication in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company's website. A notice indicating that the announcement has been made shall also be published in Dagens Industri.

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§ 9 Notification of Intention to Attend General Meeting

Shareholders wishing to attend General Meetings shall notify the Company no later than on the date set out in the notice of the General Meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not be earlier than the fifth weekday before the General Meeting. If no last date for notification is set out in the notice, notification of intention to attend is not required to participate in the General Meeting.

Shareholders may at a General Meeting be accompanied by one or two advisers, provided that the shareholder has given notice to the Company of the number of advisers as set out in the previous paragraph.

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§ 10 General Meetings

The General Meeting shall be held in Malmö.

At the Annual General Meeting, the following matters shall be addressed:

1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to approve the minutes.
5. Confirmation that the meeting has been duly convened.
6. Presentation of the Annual Report and the Auditor’s Report as well as the Consolidated Financial Statements and the Auditor’s Report on the Group.
7. Decisions regarding:
   a) adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet,
   b) appropriation of the company’s profit or loss in accordance with the adopted balance sheet,
   c) discharge from liability for the members of the Board of Directors and the CEO.
8. Determination of the number of Board members, auditors, and, where applicable, deputy auditors.
9. Determination of remuneration for the Board and auditors.
10. Election of the Board of Directors, auditors, and, where applicable, deputy auditors.
11. Other matters to be addressed at the meeting pursuant to the Swedish Companies Act or the Articles of Association.

§ 11 Proxy Collection and Advance Voting

The board of directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4 of the Swedish Companies Act (2005:551).

The board may, prior to a general meeting, decide that the shareholders shall be able to exercise their voting rights prior to the general meeting by post in accordance with Chapter 7, Section 4a of the Swedish Companies Act.

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§ 12 Financial Year

The financial year shall be the calendar year.

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§ 13 Record Day Provision

The company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

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§ 14 Conversion

Holders of Class A shares may request conversion of one or more Class A shares to the corresponding number of Class B shares, within the maximum limit for the number of Class B shares that may be issued. The request for conversion must be submitted in writing to the Board of Directors, specifying the number of shares to be converted. The conversion is executed upon registration.

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Through our governance structures we create the conditions for us and our value chain to operate in a healthy and sustainable way. Our company guidelines and governance systems help us act in line with our values and ethical standards.

Midsona has been a participant in the UN Global Compact since 2011, and we support the UN Declaration on Human Rights, the UN Convention against Corruption, the ILO's fundamental conventions and the Rio Declaration.

It is of the highest priority for Midsona to respect human rights and labor law and to protect health, safety and the environment. We also expect our suppliers and other collaboration partners to have the same priorities.

Our work around human rights is regulated, among other things, in our Code of Conduct and the Supplier Code of Conduct and its underlying procedures. All employees and business partners are expected to know and adhere to its content. Midsona does not accept any form of discrimination and respects the employees' rights and freedoms. Midsona does not accept any form of forced or child labour. Midsona prioritises its employees' health and safety and offers a creative and developing working environment. In all contexts, Midsona seeks to encourage and act in line with sound competition principles. All communication should take place in accordance with applicable legislation and the Group's policies.

Midsona's employees are expected to act in an ethical manner in relation to the Group's stakeholders and no corruption is accepted. The individual employee, the board and everyone else who acts in Midsona's name must act in a responsible manner, with integrity, responsibility, loyalty and respect for other people and for the environment.