Governance

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 Directors of Midsona has established three committees: an Audit Committee, a Remuneration Committee and a Sustainability Committee reporting to the Audit Committee. The members and chairpersons of the committees are appointed at the statutory board meeting for a term of one year at a time. The work of the committees is primarily of a preparatory and advisory nature, although the Board may in certain cases delegate decision-making authority in specific matters. Minutes are kept at committee meetings and reported to the Board at the subsequent board meeting.

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

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The Committee supports the Board’s work in ensuring the reliability of the company’s financial reporting and sustainability reporting. The Committee’s principal duties include monitoring internal control and risk management, maintaining an ongoing dialogue with the company’s auditor, and reviewing audit results and the auditor’s independence. The Committee also evaluates the audit process, oversees IT/IS matters related to reporting, and assists the Nomination Committee in matters concerning the election of auditors and auditor remuneration in accordance with the EU Audit Regulation.

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For 2026, the Audit Committee consists of the following members: Tomas Bergendahl (Chair), Anna-Karin Falk and Anders Svensson.

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 2026, 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 2026, the Sustainability Committee consists of Sandra Kottenauer (Chairman).

At the Annual General Meeting 2026, the authorised accounting firm Deloitte AB was re-elected for a period of one year up to the end of the 2027 Annual General Meeting. It was decided at the Annual General Meeting 2026 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

Remuneration to the Board of Directors

The Annual General Meeting 2026 resolved, in accordance with the Nomination Committee’s proposal, that remuneration to the Board of Directors shall be paid as follows:

• SEK 640,000 to the Chair of the Board (previously SEK 620,000)
• SEK 280,000 to each of the other Board members (previously SEK 270,000)
• SEK 105,000 to the Chair of the Audit Committee (previously SEK 100,000)
• SEK 57,500 to each of the other members of the Audit Committee (previously SEK 55,000)
• SEK 50,000 to the Chair of the Remuneration Committee (previously SEK 45,000)
• SEK 25,000 to each of the other members of the Remuneration Committee (unchanged)
• SEK 30,000 to each member of the Sustainability Committee and the Information Security Committee, respectively, should such committees be established by the Board (unchanged)

Guidelines for Remuneration to Senior Executives

New guidelines were adopted at the Annual General Meeting 2026.

Guidelines for remuneration to senior executives

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Remuneration Reports

Remuneration reports are published as part of our annual reports. Please see our report archive for further information.

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Auditor’s Fees

The Annual General Meeting 2026 resolved that auditor’s fees shall be paid in accordance with approved invoices.

Adopted at extraordinary general meeting 6 May 2026.

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Articles of association 

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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 three classes: Class A, Class B and Class C. 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, Class B shares to one (1) vote and Class C shares to one-tenth (1/10) vote. 

Class C shares do not carry a right to dividends. Upon the company’s liquidation, Class C shares carry  an equal right to the company’s assets as the company’s Class B shares, however not exceeding the  quota value of the share. 

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 one class of Class A, Class B or Class C 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.

The Board of Directors may resolve on reduction of the share capital by redemption of all Class C  shares. In case of a resolution on redemption, holders of Class C shares shall be obliged to redeem all  Class C shares against a redemption amount corresponding to the share’s quota value. Payment of the  redemption amount shall be made as soon as possible. 

Class C shares held by the company itself may, upon request by the Board of Directors, be reclassified  into Class B shares. Immediately thereafter, the reclassification shall be reported to the Swedish  Companies Registration Office (Sw. Bolagsverket) for registration. The reclassification is effected when  it has been registered in the Swedish Register of Companies and the reclassification been noted in the  Swedish Central Securities Depository Register. 

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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.

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§ 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.

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.