The Board of Directors has, pursuant to the company’s Articles of Association, resolved that the shareholders shall have the opportunity to exercise their voting rights by postal voting prior to the Annual General Meeting. Shareholders may thus choose to attend the meeting in person, by proxy or by postal voting.

Right to attend
In order to attend the Annual General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 28 April 2023. Further, shareholders who wish to participate in the Annual General Meeting shall give notice of participation to the company no later than 3 May 2023 or cast a postal vote in accordance with the instructions under the heading “Instructions for postal voting” in such time that the postal vote is received by the company no later than 3 May 2023. Notice of participation can be made:

• by mail: Permascand Top Holding AB, Folketshusvägen 50, SE-841 99 Ljungaverk, Sweden, or
• by e-mail: investor@permascand.com.

The notice of participation must state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Annual General Meeting. Shareholders or its proxies may bring a maximum of two assistants, provided that their attendance is notified as above.

Nominee-registered shares
In order to be entitled to attend the Annual General Meeting, a shareholder whose shares are nominee-registered shall, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 28 April 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 28 April 2023 are taken into account in the presentation of the share register.

Proxy and proxy form
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Annual General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the company at the above address no later than 3 May 2023.

Proxy form is available from the company and on the company’s website, www.permascand.com, and is upon request sent to the shareholders who provide their postal address.

Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form available on the company’s website, www.permascand.com. The postal vote must be received by the company no later than 3 May 2023. The postal voting form shall be sent by mail or e-mail to the addresses set forth above. Submission of the postal voting form is valid as notice of participation at the Annual General Meeting.

Shareholders who wish to submit its postal vote by proxy must issue a written and dated power of attorney for their representative. If the power of attorney is issued by a legal person, a copy of the registration certificate or equivalent for the legal person must be attached.

Shareholders may not provide special instructions or conditions to the postal vote. If so, the vote (i.e., the entire postal vote) is invalid. Further instructions and conditions can be found in the postal voting form.

If a shareholder who has submitted a postal voting form attends the Annual General Meeting in person or by proxy, the postal vote lapses.

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 verify the minutes in addition to the Chairman.

6 Determination as to whether the Annual General Meeting has been duly convened.

7 Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report.

8 Resolution on

    a. adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
    b. dispositions in respect of the company’s result pursuant to the adopted balance sheet, and
    c. discharge from liability for the members of the Board of Directors and the Chief Executive Officer.

9 Determination of the number of members of the Board of Directors as well as auditors and deputy auditors.

10 Determination of fees to the members of the Board of Directors and the auditors.

11 Election of members of the Board of Directors as well as auditors and deputy auditors.

12 Resolution on guidelines for remuneration to senior executives.

13 Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments.

14 Closing of the Annual General Meeting.

Proposed resolutions

Item 2 – Election of Chairman of the Annual General Meeting
The Nomination Committee proposes that Per Lindberg, or the person appointed by the Board of Directors in the event of his impediment, be elected Chairman of the Annual General Meeting.

Item 3 – Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by the Chairman of the general meeting, based on the general meeting share register, postal votes received and shareholders having given notice of participation and being present at the meeting venue.

Item 8 b – Resolution on dispositions in respect of the company’s result pursuant to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.

Item 9 – Determination of the number of members of the Board of Directors as well as auditors and deputy auditors
The Nomination Committee proposes that the number of members of the Board of Directors elected by the general meeting for the period until the end of the next Annual General Meeting shall be seven members, without deputies. The Nomination Committee further proposes that one registered accounting firm be elected as auditor, without deputies.

Item 10 – Determination of fees to the members of the Board of Directors and the auditors
The Nomination Committee proposes that the fees to the members of the Board of Directors shall be as set out below. The proposal means an increase of respective members’ fee in relation to the fee resolved by the Annual General Meeting 2022. Fee resolved at the Annual General Meeting 2022 is stated in parentheses.

• SEK 570,000 (550,000) to the Chairman of the Board and SEK 235,000 (225,000) to each of the other Board members elected by the Annual General Meeting who are not employed by the company; and

• SEK 115,000 (110,000) to the Chairman of the Audit Committee and SEK 30,000 (30,000) to each of the other members of the Audit Committee, and SEK 60,000 (60,000) to the Chairman of the Remuneration Committee and SEK 20,000 (20,000) to each of the other members of the Remuneration Committee.

The Nomination Committee further proposes that the auditor’s fees shall be paid as per approved invoice.

Item 11 – Election of members of the Board of Directors as well as auditors and deputy auditors
The Nomination Committee proposes re-election of the Board members Per Lindberg, Anna Alexandersson, Karl Bergman, Marie Grönborg, Mario Houde, Ingar Jensen and Johan Karlsson for the period until the end of the next Annual General Meeting. The Nomination Committee proposes re-election of Per Lindberg as Chairman of the Board.

Information on all proposed members is available at the company’s website, www.permascand.com.

The Nomination Committee further proposes, in accordance with the recommendation of the Audit Committee, re-election of the registered accounting firm KPMG AB as the company’s auditor for the period until the end of the next Annual General Meeting. KPMG AB has informed that the Authorized Public Accountant Helena Nilsson will continue to be appointed auditor in charge, should KPMG AB be elected as auditor.

Item 12 – Resolution on guidelines for remuneration to senior executives
The Board of Directors proposes, after recommendation from the Remuneration Committee, that the Annual General Meeting resolves on guidelines for remuneration to senior executives as set forth below. Compared with the current guidelines, an amendment is proposed to the effect that variable cash payments for the CEO shall entitle to pension. The Board has not received any comments from the shareholders concerning the existing guidelines for remuneration to the senior executives.

General

The guidelines shall apply to remuneration that has been agreed upon or to changes in already agreed remunerations after the guidelines have been adopted by the annual general meeting. The guidelines do not apply to remunerations that has been resolved by the general meeting and any remuneration through shares, warrants, convertibles or other share-related instruments such as synthetic options or employ stock options shall therefore be resolved by the general meeting.

These guidelines apply to the CEO and other senior executives in the company group and all other remuneration to members of the board except fees to the board of directors.

Regarding employment conditions that are governed by rules other than Swedish, appropriate adjustments may be made in order to comply with such mandatory rules or established local practice, whereby the general objectives of these guidelines shall, to the extent possible, be met.

The guidelines promotion of the company's business strategy, long-term interest and sustainability

For more information regarding the company's business strategy, please see www.permascand.com.

The guidelines shall contribute to the possibility to create conditions for the company to retain and recruit competent and committed senior executives in order to successfully implement the company's business strategy and meet the company's long-term interests, including sustainability. The guidelines shall further stimulate an increased interest in the business and earnings development as a whole, and to increase the motivation for the senior executives and increase positive cohesion in the company. The Guidelines shall also contribute to good ethics and corporate culture.

In order to achieve the company's business strategy, the total annual remuneration must be market-based and competitive in the employment market in which the senior executive is situated and taking into account the individual's qualifications and experience and that exceptional performance must be reflected in the total remuneration.

Each year, the board of directors evaluates whether a long-term share-related incentive program should be proposed to the annual general meeting.

The forms of remuneration etc.

The remuneration to the senior executives in the company shall comprise of fixed salary, possible variable cash remuneration and other customary benefits as well as pension payments. The total remuneration, including pension benefits, shall, on a yearly basis, be in line with market practice and competitive on the labor market where the senior executive is based and take into account the individual responsibility and authority as well as qualifications and experiences of the senior executive as well as reflecting any notable achievements. The fixed salary shall be revised on a yearly basis.

Fixed salary

The senior executives' fixed salary is to be competitive and based on the individual senior executive's competences, responsibilities and performance.

Variable remuneration

The senior executives may receive variable remuneration in addition to fixed salaries. Variable cash remuneration is conditional upon the fulfillment of defined and measurable goals which should be determined by results. The variable cash remuneration should to the CEO at most amount to 30 percent of the annual fixed salary and for other the senior executives amount to 20 percent of the annual fixed salary. The variable remuneration is based on the outcome in relation to individually set goals.

The variable cash remuneration shall be based on the outcome of actual pre-determined targets based on the company's business strategy and the long term business plan approved by the board of directors. The targets for receiving variable cash remuneration may include share based or financial targets, either on group or section level, operative goals and goals for sustainability and social responsibility, employee engagement or customer satisfaction. These targets are to be established and documented annually. The company has established financial targets and KPIs in relation strategic and business critical initiatives and projects which ensures alignment with the business plan and business strategy for a continued sustainable business. The variable cash remuneration shall also be designed with the aim of achieving greater community of interest between the participating senior executive and the company's shareholders in order to contribute to the company's long term interest, including sustainability.

Cash based variable remuneration calculated proportionally during the vesting year and requires continued employment and not notice of termination at the year end. Terms for variable cash remuneration should be designed so that the board of directors may limit or omit payment of variable cash remuneration, provided that exceptional economic circumstances are at hand, or if it motivated because of any other reasons, if the board of directors finds the payments unreasonable and incompatible with the company's responsible in relation to its shareholders. The board of directors shall also have the right to pay variable remuneration on individual level in special circumstances for extraordinary achievements or during the year change the criteria for fulfillment of bonus targets if special reasons for it and a deviation is necessary to ensure the company's long term interests and sustainability or to ensure the company's economic viability. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and not be paid more than once a year per individual. A resolution for such remuneration shall be made by the board after proposal from the remuneration committee. The company has no right according to agreements to reclaim variable remuneration paid in cash.

Other benefits

The company may provide other benefits to senior executives in accordance with local practice. Such other benefits may include company car and company healthcare etc. Such benefits may amount to a maximum of 15 percent of the fixed annual cash salary.

For executives who are stationed in a country other than their home country, additional remuneration and other benefits may be paid to a reasonable extent, taking into account the particular circumstances associated with such expatriation, whereby the overall purpose of these guidelines is to be met as far as possible. Such benefits may amount to a maximum of 50 percent of the fixed annual cash salary.

Pensions

Pension benefits for the CEO and other senior executives must reflect customary market terms, compared with that which generally applies to executives in comparable positions in other companies, and should normally be based upon defined contribution pension plans. Retirement occurs at the relevant/applicable retirement age.

Pension benefits, including health insurance, must be defined in contribution schemes with respect to the CEO. Pensions payments are made corresponding to at most 30 percent of pensionable salary. Bonus is pensionable.

For other senior executives, pension benefits, including health insurance, must be defined in contribution schemes unless the employee is covered by defined-benefit pensions under compulsory collective agreement provisions. Variable cash compensation shall be pension-based only insofar as it is compelled by compulsory collective agreement provisions applicable to the senior executive. Pension premiums for defined contribution schemes shall amount to a maximum of 35 percent of the fixed annual cash salary.

Consultancy fees

Payment of consultancy fees and additional remuneration may be paid to directors after decision by the board of directors, after preparation by the remuneration committee, if a director performs services on behalf of the company, which do not constitute board work. Such remuneration shall be designed in accordance with these guidelines.

Notice of termination and severance pay

Fixed salary during the notice period and any severance pay shall in total not exceed an amount corresponding to a maximum of a two years' fixed salary. The maximum mutual notice period in any senior executive's contract may be no more than twelve months during which time salary payment will continue. The company shall not allow any additional contractual severance payments.

Deviations from the guidelines

The board of directors shall be entitled to deviate from the guidelines, for example with respect to recruitments of senior executives on the global labor market to be able to offer competitive terms and conditions], in an individual case if there are special reasons for it and a deviation is necessary to ensure the company's long term interests and sustainability or to ensure the company's economic viability. Such deviation shall also be approved by the remuneration committee. An arrangement deviating from the guidelines can be renewed but each such arrangement shall be limited in time and shall not exceed a period of 24 months and twice the remuneration that the individual would have received had no additional arrangement been made.

Preparation, decision processes etc.

Decisions regarding salary and other remuneration to the managing director and other senior executives are prepared, within the scope of the guidelines resolved upon by the annual general meeting, by the remuneration committee and resolved on by the board of directors.

The remuneration committee shall also prepare the board of directors' decisions on issues concerning principles for remuneration. The remuneration committee shall also monitor and evaluate programs for variable remuneration, both ongoing and those that have ended during the year, for the senior executives and monitor and evaluate the application of these guidelines for remuneration to the senior executives, as well as and current remuneration structures and levels in the company.

The board of directors shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the annual general meeting. The guidelines shall apply until new guidelines have been adopted by the annual general meeting.

The guidelines shall be applied in relation to every commitment on compensation to senior executives and every change in such commitment, which is resolved after the annual general meeting at which the guidelines were adopted. Thus, the guidelines have no impact on already pre-existing contractually binding commitments. Guidelines resolved upon may also be amended by way of a resolution by any other general meeting.

Within the scope and on the basis of the guidelines, the board of directors shall annually decide on the specific revised remuneration terms for each senior executive and make such other decisions on compensation to senior executives that may be required. The CEO or other senior executives shall not participate in the remuneration committee's and the board of directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

When the measurable period for fulfilment of the criteria for payment of variable cash compensation has ended, the extent to which the criteria have been met shall be determined. The board of directors, after following recommendation by the remuneration committee, is responsible for the assessment of variable cash remuneration to the CEO and the CEO is responsible for the assessment of variable cash remuneration to other executives. With respect to financial targets the evaluation shall be based on the company's latest publicly available financial information.

Day to day costs such as travel expenses for the CEO are approved by the chairman of the board. New recruitments, salary changes and other significant changes for other senior executives than the CEO are subject to approval from the chairman of the board of directors, whereas minor adjustments, and day to day costs are approved by the CEO. Payout of fixed base pay is prepared by local payroll departments and are approved before payout by the local HR representative. Payout of short-term variable remuneration to senior executives and the CEO is subject to approval from the remuneration committee. Eligibility for share-related incentive program must be approved by the board of directors based on the proposal approved at the annual general meeting.

Compliance with guidelines is controlled annually through the following activities:

• Collection of documented annual targets for short-term variable pay

• Random samples of salary payout approvals

• Sample reports from payroll systems to identify any out of the ordinary payouts

The results of the controls are summarized and reported to the Remuneration Committee.

The company has received benchmark data from third party sources to secure that compensation to the CEO and other senior executives reflects what is offered to executives in comparable positions in other companies. Market rate is also secured through recruitment processes, in the cases where executives are recruited externally.

In the preparation of the board of directors’ proposal for these guidelines for compensation to the CEO and other senior executives, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total remuneration, the components of the remuneration and increase and growth rate over time, in the board of directors’ basis of decision.

The board of directors considers that the guidelines on remuneration to senior executives are proportionate in relation to salary levels, remuneration levels and conditions for other employees in the group.

Item 13 – Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. The total number of shares that are issued by support of the authorization, including shares that may be issued after exercise of warrants or conversion of convertible instruments issued by support of the authorization, may correspond to at most ten (10) percent of the total number of shares in the company at the time of the first utilization of the authorization. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.

The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to increase the company’s financial flexibility and the Board’s room for maneuver to raise capital in a time- and cost-effective manner and/or complement the shareholder base with new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders’ preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be done at a subscription price equal to the quota value of the share.

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Other information

Nomination Committee
Prior to the Annual General Meeting, the company’s Nomination Committee has consisted of Trond Bjørnøy (Chairman), representing Norvestor VI LP, Fredrik Herlitz, representing 5J Holding AB, Ingar Jensen, representing Ulven Invest AB, Erik Hallengren, representing SEB Fonder and the Chairman of the Board, Per Lindberg.

Majority requirements
Resolution pursuant to item 13 is valid only when supported by shareholders representing no less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes in the company
At the time of issuance of this notice, the total number of shares in the company, as well as the total number of voting rights, amounts to 59,313,529. The company holds no treasury shares.

Shareholders’ right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company’s or subsidiaries’ financial position and the company’s relation to other group companies.

Available documents
The Nomination Committee’s and the Board of Directors’ complete proposals are set out in this notice, which is available from the company and on its website stated below.

Accounting documents and auditor’s report will be available from the company no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company’s website, www.permascand.com.

Copies of the above documents are also sent to the shareholders who so request and provide their postal address. The documents will also be presented at the Annual General Meeting.

Information on all proposed members of the Board of Directors as well as the Nomination Committee’s complete proposals and the Nomination Committee’s reasoned opinion regarding proposal for the Board of Directors is available on the company’s website, www.permascand.com.

Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

____________

Ånge in April 2023
Permascand Top Holding AB
The Board of Directors

In light of the ongoing pandemic and to minimize any risk of spreading the corona virus, the Board of Directors has decided that the Annual General Meeting is to be held only through postal voting in accordance with temporary legislation. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or external parties. Shareholders will only be able to exercise their voting rights by postal voting in advance of the Annual General Meeting in the manner described below.

Information on the resolutions passed at the Annual General Meeting will be disclosed on 10 May 2022, when the outcome of the postal voting has been confirmed.

A presentation in which Permascand’s CEO Peter Lundström comments on the company’s operations will be published on the company’s website, www.permascand.com, on 10 May 2022.

Right to participate
Shareholders who wish to participate in the Annual General Meeting must

1. be registered as of 2 May 2022 in the share register kept by Euroclear Sweden AB, and
2. no later than 9 May 2022 give notice of participation by casting its postal vote in accordance with the instructions under the heading ”Instructions for postal voting” below so that the postal vote is received by the company no later than that day.

Nominee-registered shares
In order to be entitled to participate in the meeting, shareholders who have their shares nominee-registered through a bank or other nominee must, in addition to notifying participation in the meeting, have their shares registered in their own name so that they are registered in the share register kept by Euroclear Sweden AB as of the record date on 2 May 2022. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as determined by the nominee. Voting rights registrations effected no later than the second banking day following 2 May 2022 will be considered in the presentation of the share register.

Instructions for postal voting
Shareholders may exercise their voting rights at the Annual General Meeting only by postal voting in advance in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

Shareholders who wish to postal vote must use the postal voting form, which is available on the company’s website, www.permascand.com, and from the company at Folkets Husvägen 50, SE-841 99 Ljungaverk. The postal voting form is considered as notice of participation in the Annual General Meeting.

The completed and signed form must be received by the company no later than Monday, 9 May 2022. The completed and signed form shall be sent by mail to Permascand Top Holding AB, Folkets Husvägen 50, SE-841 99 Ljungaverk, or by e-mail to investor@permascand.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.

The shareholder may not provide the postal vote with special instructions or conditions. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions can be found in the postal voting form.

Shareholders who wish to postal vote by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a registration certificate or other authorization document for the legal entity must be enclosed. Proxy form is available on the company’s website, www.permascand.com, and shall be attached to the postal voting form.

Proposed agenda

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to certify the minutes
6. Determination of whether the meeting was duly convened
7. Presentation of the submitted annual report and auditors’ report and the consolidated annual report and the auditors’ report for the group
8. Resolution regarding
   1. The adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
   2. Allocation of profit or loss in accordance with the adopted balance sheet
   3. The discharge from liability of the Board of Directors and Chief Executive Officer
9. Determination of the number of Board members and auditors
10. Determination of fees for the Board and for the auditors
11. Election of the Board and an auditing company or auditors and possible deputy auditors
12. Resolution on authorization for the Board to issue shares, warrants and/or convertibles
13. Resolution on a long-term incentive program for members of the Board of Directors
14. Closing of the meeting

Proposed resolutions

Item 2 – Election of Chairman of the meeting
The Nomination Committee proposes that Per Lindberg, or the person appointed by the Board in the event of his impediment, be appointed Chairman of the meeting.

Item 3 – Drawing up and approval of the voting list
The voting list proposed to be approved under item 3 on the proposed agenda is the voting list drawn up by the company, based on the general meeting share register and received postal votes, and controlled by the adjusters.

Item 5 – Election of one or two persons to certify the minutes
The Board of Directors proposes that Johannes Wingborg and Patrik Jönsson, or the person or persons appointed by the Board in the event of impediment of any or both, be elected to certify the minutes. The tasks of the persons elected to certify the minutes also include verifying the voting list and that received postal votes are correctly reproduced in the minutes of the meeting.

Item 8 b – Resolution regarding allocation of profit or loss in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.

Item 9 – Determination of the number of Board members and auditors
The Nomination Committee proposes that the number of members of the Board of Directors shall be seven (7) and that one (1) registered auditing company be appointed as auditor.

Item 10 – Determination of fees for the Board and for the auditors
The Nomination Committee proposes that fees to the Chairman of the Board shall be SEK 550,000 and fees to the other Board members elected by the Annual General Meeting who are not employed by the company shall be SEK 225,000 each. Furthermore, it is proposed that the Chairman of the Remuneration Committee shall receive remuneration amounting to a total of SEK 60,000 and the other members of the Remuneration Committee shall receive remuneration amounting to a total of SEK 20,000 and the Chairman of the Audit Committee shall receive remuneration amounting to a total of SEK 110,000 and the other members of the Audit Committee shall receive remuneration amounting to a total of SEK 30,000.

The Nomination Committee proposes that fees to the auditor shall be paid per approved invoice.

Item 11 – Election of the Board and an auditing company or auditors and possible deputy auditors
The Nomination Committee proposes re-election of the Board members Per Lindberg, Marie Grönborg, Mario Houde, Ingar Jensen and Johan Karlsson and new election of Anna Alexandersson and Karl Bergman for the period until the end of the next Annual General Meeting. It was noted that Per-Ola Baalerud and Pernilla Lundin have declined re-election. Furthermore, re-election of Per Lindberg as Chairman of the Board is proposed.

The Nomination Committee further proposes, in accordance with the Audit Committee’s recommendation, re-election of KPMG AB as auditor for the period until the end of the next Annual General Meeting. KPMG AB has informed that the Authorized Public Accountant Helena Nilsson will be appointed auditor in charge.

Anna Alexandersson
Born: 1979
Education: Master of Science in Chemical Engineering from Chalmers University of Technology

Other relevant experience: Business developer at Statkraft Hydrogen AB and Board member of Vätgas Sverige

Shareholding in Permascand (including closely-related persons): 0
Anna Alexandersson is independent in relation to Permascand and Permascand’s management as well as in relation to major shareholders.

Karl Bergman
Born: 1960
Education: PhD in Solid-State Physics from Lund University
Other relevant experience: Head of Research at Vattenfall and member of the Academy of Engineering Sciences (IVA)
Shareholding in Permascand (including closely-related persons): 0
Karl Bergman is independent in relation to Permascand and Permascand’s management as well as in relation to major shareholders.

Item 12 – Resolution on authorization for the Board to issue shares, warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors during the period up until the next Annual General Meeting to, on one or more occasions, resolve to issue shares, warrants and/or convertibles, with our without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off.

The purpose for the Board of Directors to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the company and possibility to advance the development of the company’s business or in connection with acquisitions of companies.

Issuances of new shares, warrants or convertibles under the authorization shall be made on customary terms and conditions based on current market conditions. If the Board of Directors finds it suitable in order to enable delivery of shares in connection with an issuance as set out above, it may be made at a subscription price corresponding to the shares’ quota value.

The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 13 – Resolution on a long-term incentive program for members of the Board of Directors
The shareholder Norvestor proposes that the Annual General Meeting resolves to adopt a warrant-based incentive program for Board members of the company (”LTIP 2022/2026”) through (A) resolution on issue of warrants of series 2022/2026 to the company, and (B) resolution on approval of transfer of warrants of series 2022/2026 from the company to Board members of the company, as set out below.

Background and motives
Norvestor considers it important that Anna Alexandersson and Karl Bergman also are given an opportunity to receive remuneration that is related to and dependent on the value growth they contribute to creating, on corresponding terms as for the rest of the Board in accordance with LTIP 2021/2025. Furthermore, Norvestor believes that it is beneficial for the company and the shareholders that the incentive program’s participants thus are given a personal and long-term ownership commitment. Such ownership commitment is expected to stimulate increased interest in the company’s business and earnings development as a whole, as well as to increase motivation for the participants and aims to achieve increased community of interest between the participants and the company’s shareholders.

In light of the terms, the size of the allotment and other circumstances, Norvestor considers that the proposed warrant program as follows below is reasonable and beneficial for the company and its shareholders.

A. Issue of warrants to the company
Norvestor proposes that the meeting resolves to issue no more than 132,536 warrants of series 2022/2026 with deviation from the shareholders’ preferential rights, entailing an increase in the share capital upon full exercise by no more than approximately SEK 4,908.74, subject to the following terms:

1. With deviation from the shareholders’ preferential rights, the right to subscribe for the warrants shall be given the company with the right and obligation to, on one or more occasions, transfer warrants to Board members in accordance with what is stated in item B below. The company shall have no right to dispose of the warrants in any other way than as stated in the proposal in accordance with item B below. The reason for deviation from the shareholders’ preferential rights is that the warrants shall be used within the framework of LTIP 2022/2026.
2. The warrants shall be subscribed for from and including 10 May 2022 up to and including 31 May 2022 on a special subscription list, with the right for the Board of Directors to extend the subscription period.
3. The warrants are issued free of charge to the company.
4. Each (1) warrant entitles to subscription of one (1) new share in the company during the period from and including 1 May 2026 up to and including 10 June 2026, at a subscription price corresponding to 110 percent of the volume-weighted average price of the company’s share on Nasdaq First North Premier Growth Market during the ten (10) trading days immediately preceding 31 May 2022. The subscription price shall be rounded to the nearest whole SEK 0.01, whereby SEK 0.005 shall be rounded upwards. According to the terms of the warrants, the period during which the warrant may be exercised may be extended if participants are prevented from exercising their warrants due to applicable laws on insider trading or equivalent. The part of the subscription price that, in the subscription of shares by support of the warrants, exceeds the shares’ quota value shall be added to the company’s unrestricted share premium reserve.
5. New shares subscribed for by exercise of warrants entitle to dividends for the first time on the record date for dividends occurring after the registration of the new shares with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB.
6. The complete terms and conditions of the warrants are available on the company’s website, www.permascand.com. According to the terms of the warrants, the subscription price and the number of shares that each warrant entitles to subscription of shall be recalculated in the event of a split, reverse split, issues etc., in accordance with customary recalculation provisions, and the period for subscription based on the warrants can be brought forward.
7. The Board of Directors, or the person appointed by the Board of Directors, shall be authorized to make the minor adjustments to the issue resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

B. Approval of transfer of warrants from the company to Board members
Norvestor proposes that the meeting resolves to approve that the company, within the framework of LTIP 2022/2026, transfers no more than 132,536 warrants of series 2022/2026 to Board members, subject to the following terms:

1. The right to acquire warrants from the company shall be granted to Anna Alexandersson and Karl Bergman, each of whom, personally or through a wholly-owned company, has the right to acquire no more than 66,268 warrants. A participant may apply for the acquisition of a lower but not a higher number of warrants than stated for him/her above.
2. Notice of acquisition of warrants shall be made no later than 31 May 2022. Transfer shall take place as soon as possible after the end of the notice period, provided that the participant is a member of the company at the time of the acquisition.
3. Transfer of the warrants shall be made at a price corresponding to the market value of the warrants at the time of transfer, which shall be calculated according to Black & Scholes’ valuation method or other accepted valuation method. The valuation of warrants shall be carried out by an independent valuation institution or auditing company. In connection with the transfer of warrants to the participants, the company shall, by agreement, reserve the right to repurchase warrants if the participant’s assignment ends or if the participant in turn wishes to transfer the warrants.
4. Payment for warrants acquired shall be made in cash no later than 1 June 2022.

Existing incentive programs

Long-term incentive program for management

The Extraordinary General Meeting in the company on 3 June 2021 resolved to issue warrants as a part of the implementation of an incentive program (“LTIP 2021/2024”) for existing and potential future senior executives and other key employees in the Group, twelve employees in total (the “Participants”). In total, LTIP 2021/2024 will comprise a maximum of 729,153 warrants.

The warrants will be issued to the Participants or a Group company and subsequently transferred to the Participants at fair market value, which will be set by PricewaterhouseCoopers in accordance with the Black & Scholes valuation method at the time of transfer. The number of warrants per Participant will vary depending on the Participant’s position within the Group. The maximum number of warrants that each of the Participants in the Executive Management will be allowed to acquire is specified in the table below.

Participant	Warrants	% of program
Peter Lundström	227,205	31,2 %
Fredrik Herlitz	72,292	9,9 %
Linda Ekman	72,292	9,9 %
Viktoria Lindstand	72,292	9,9 %
Lars Nyman	72,292	9,9 %
Lena Oskarsson Engberg	48,195	6,6 %
Jens Michael Povlsen	48,195	6,6 %
Erik Zimmerman	48,195	6,6 %
Louis Obaro Andrew	48,195	6,6 %
Nicholas Laroche	20,000	2,7 %
Total LTIP 2021/2024	729,153	100,0 %

The warrants can be exercised during the period 1 May – 10 June 2024. The strike price of the warrants will be SEK 40.8.

The terms and conditions of the warrants include customary recalculation provisions relating to, among other things, dividends that are distributed before the time of exercise of the warrants. The company has reserved the right to repurchase the warrants if, for example, the Participant wishes to sell the warrants to a third party or if the Participant’s employment is terminated.

Assuming that all 729,153 warrants in LTIP 2021/2024 are exercised for subscription of new shares, the share capital of the company will increase by approximately SEK 27,005.67, corresponding to approximately 1.2 percent of the company’s share capital. Since the warrants are transferred at fair market value, the company assesses that any potential costs for social charges associated with the program will be limited. The costs related to the program will accordingly mostly consist of limited costs for the implementation and administration of the program.

Long-term incentive program for the Board of Directors

The Extraordinary General Meeting in the company on 3 June 2021 resolved to issue warrants as a part of the implementation of an incentive program (“LTIP 2021/2025”) for existing directors in the company (the “Board Participants”). In total, LTIP 2021/2025 will comprise a maximum of 504,899 warrants. The warrants will be issued to a Group company and subsequently transferred to the Board Participants at fair market value, which will be set by PricewaterhouseCoopers in accordance with the Black & Scholes valuation method at the time of transfer. The maximum number of warrants that each of the Board Participants of the Board of Directors will be allowed to acquire is specified in the table below.

Participant	Warrants	% of program
Per Lindberg	151,470	30,0 %
Johan Karlsson	88,357	17,5 %
Ingar Jensen	66,268	13,1 %
Marie Grönberg	66,268	13,1 %
Pernilla Lundin	66,268	13,1 %
Mario Houde	66,268	13,1 %
Total LTIP 2021/2025	504,899	100,0 %

The warrants can be exercised during the period 1 May – 10 June 2025. The strike price of the warrants will be SEK 37.4.

The terms and conditions of the warrants include customary recalculation provisions relating to, among other things, dividends that are distributed before the time of exercise of the warrants. The company has reserved the right to repurchase the warrants if, for example, the Board Participant wishes to sell the warrants to a third party or if the Board Participant’s Board assignment is terminated.

Assuming that all 504,899 warrants in LTIP 2021/2025 are exercised for subscription of new shares, the share capital of the company will increase by approximately SEK 18,699.96, corresponding to 0.9 percent of the company’s share capital.

Since the warrants are transferred at fair market value, the company assesses that any potential costs for social charges associated with the program will be limited. The costs related to the program will accordingly mostly consist of limited costs for the implementation and administration of the program.

Dilution effects, costs etc.

As of the date of the proposal, there are 59,313,529 shares in the company. If all warrants that can be issued and transferred are exercised for subscription of shares, the number of shares and votes in the company will increase by no more than 132,536 (subject to any recalculation of the number of shares in accordance with the terms of the warrants) corresponding to a dilution of the share capital and votes in the company of approximately 0.2 percent. The warrants are expected to have a marginal effect on the company’s key performance indicators.

Assuming issue and full allotment of the proposed warrants and that the market value per warrant corresponds to approximately SEK 4.9 (according to a preliminary valuation assuming a price of SEK 30.4 per share, a subscription price of SEK 33.4 per share corresponding to 110 percent of the price, a ceiling of SEK 68.4 corresponding to 225 percent of the price, a risk-free interest rate of 0.39 percent and a volatility of 27.5 percent), the income from the proceeds received from the transfers of the warrants is estimated to exceed the costs, which are estimated to be insignificant, in the creation of the program. When transferring warrants to participants, the market value will be determined based on updated assumptions and then known parameters.

Preparation of the proposal

The proposed resolution on adoption of the warrant-based incentive program and the proposed resolutions under items A and B above have been prepared by a shareholder in consultation with external advisors.

Other information

Majority requirements
Resolution in accordance with the Board of Directors' proposal under item 12 above presupposes that the resolution is supported by at least two-thirds of both the votes cast and the shares represented at the meeting.

Resolution in accordance with the shareholder’s proposal under item 13 above presupposes that the resolution is supported by at least nine-tenths of both the votes cast and the shares represented at the meeting.

Number of shares and votes
The shares in the company are issued only in one series. Each share in the company carries one vote at the Annual General Meeting. At the time of this notice, the total number of shares in Permascand, as well as the total number of votes, amounts to 59,313,529. Permascand holds no treasury shares.

Shareholders’ right to receive information
In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the assessment of the company's or subsidiaries' financial situation and the company's relationship with another company within the group.

Due to the fact that the Annual General Meeting will be held without a physical meeting, requests for information must be submitted in writing by mail to Permascand Top Holding AB, Folkets Husvägen 50, SE-841 99 Ljungaverk, marked “AGM 2022”, or by e-mail to investor@permascand.com no later than 30 April 2022. Such information is provided by being kept available from the company at the address Folkets Husvägen 50, SE 841-99 Ljungaverk and on the company’s website, www.permascand.com, no later than 5 May 2022. The information is also sent within the same time to the shareholders who so request and provide their postal or e-mail address.

Documents
The company’s annual report for the financial year 2021 and the accompanying auditor’s report will be available from the company no later than three weeks prior to the Annual General Meeting. Documents under the Swedish Companies Act will be available from the company no later than two weeks prior to the Annual General Meeting. Copies of said documents will also be sent to shareholders who so request and provide their postal address. The documents will also be available on the company’s website, www.permascand.com.

Processing of personal data
For information regarding the processing of your personal data, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

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Permascand Top Holding AB
Ånge in April 2022
The Board of Directors