Hoppa till innehållet

The shareholders of Eolus AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 6, 2026 at 2:00 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1:30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of April 27, 2026, and no later than April 29, 2026 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website https://www.eolus.com/en/investors/corporate-governance/general-meeting/. Registration to attend can also be made in writing under the address Eolus AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolus.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on April 29, 2026, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of April 27, 2026, and no later than April 29, 2026 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolus.com/en/investors/corporate-governance/general-meeting/. The completed and signed form may be sent by mail to Eolus AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than April 29, 2026. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/.

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

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolus.com/en/investors/corporate-governance/general-meeting/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of April 27, 2026. 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 that have been made by the nominee no later than April 29, 2026 will be taken into account in the presentation of the share register.

Proposed agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Election of two persons to check the minutes
  4. Preparation and approval of the voting list
  5. Approval of the agenda
  6. Determination of compliance with the rules of convocation
  7. Presentation of
    1. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group
    2. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives
  8. Resolutions regarding
    1. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet
    2. appropriation of the company’s results according to the adopted balance sheet
    3. discharge of the Board of Directors and the CEO from liability for the financial year 2025
  9. Determination of
    1. the number of Board members and deputy Board members
    2. the number of auditors and deputy auditors
  10. Determination of
    1. fees to Board members
    2. fees to the auditor
  11. Election of Board members and Chairman of the BoardThe Nomination Committee’s proposal:
      1. Marie Grönborg
      2. Hans Johansson
      3. Jan Johansson
      4. Hans Linnarson
      5. Jenny Rosberg
      6. Marie Grönborg, as Chairman of the Board
  1. Election of auditor
  2. Resolution on approval of remuneration report
  3. Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares
  4. Resolution on the implementation of a long-term share savings program
  5. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2026 has consisted of the chairman Martin Lundin (appointed by Domneåns Kraftaktiebolag), Hans-Göran Stennert (appointed by Hans-Göran Stennert), Hans Johansson (appointed by Åke Johansson) and Chairman of the Board Marie Grönborg.

The Nomination Committee has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2026.

Preparation and approval of the voting list (item 4)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the AGM’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Appropriation of earnings (item 8b)

At the disposal of the Annual General Meeting: share premium reserve of SEK 168,662,573, retained earnings of SEK 1,103,041,161 and loss for the year of SEK -47,713,549. The Board of Directors proposes SEK 1,223,990,185 is carried forward. Thus, it is proposed that no dividend be given for the financial year 2025.

Election of Board members, Chairman of the Board and auditor, and determination of fees (items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of five members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members for 2026 shall be SEK 500,000 (500,000) to the Chairman of the Board and SEK 250,000 (250,000) each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 80,000 (80,000) to the Chairman of the Audit Committee and in the amount of SEK 40,000 (40,000) to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 60,000 (15,000) to the Chairman of the Remuneration Committee and in the amount of SEK 30,000 (15,000) to other members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that the Board members Marie Grönborg, Hans Johansson, Jan Johansson and Hans Linnarson are re-elected;

that Marie Grönborg is re-elected as Chairman of the Board;

that Jenny Rosberg is elected as a new Board member;

Jenny Rosberg, born in 1966, with many years of experience in senior leadership positions at companies such as Nasdaq Inc., Erik Penser Bank AB and Skandia, is expected to broaden the Board’s expertise in areas relating to capital markets, corporate finance and international business development. Her current board assignments in other listed companies (MIPS, CAG, C-Rad) are also meritorious. Jenny Rosberg holds degrees in economics, statistics and law from Stockholm University and an MBA from the Stockholm School of Economics. Jenny holds no shares in Eolus.

that, in accordance with the recommendation of the Audit Committee, the accounting firm Öhrlings PricewaterhouseCoopers AB is elected as auditor; Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will continue as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares (item 14)

The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to, on one or several occasions prior to the next AGM, resolve on repurchase of the company’s own series B shares on the following conditions.

  1. Repurchase may take place on Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Main Market Rulebook for Issuers of Shares.
  2. Repurchase may be made of such number of series B shares that the company’s holding of own shares does not at any time exceed 10 per cent of the total number of shares in the company, including such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2026 to secure the company’s undertakings under that program.
  3. Repurchase shall be carried out in compliance with the price restrictions set out in the Nasdaq Stockholm Rulebook for Issuers on the Main Market, which, inter alia, stipulates that shares may not be repurchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the repurchase is carried out. Repurchase may not be made at a price lower than the lowest price at which an independent acquisition may be carried out.
  4. Payment of acquired series B shares shall be made in cash.

The Board of Directors further proposes that the AGM authorises the Board of Directors to transfer series B shares held by the company as payment in connection with the acquisition of companies or businesses, or to finance such acquisitions, in which case the shares may also be sold via Nasdaq Stockholm. In other respects, the following conditions shall apply.

  1. Transfer may take place on one or several occasions up to the next AGM.
  2. Transfer may be made of all series B shares held by the company at the time of the Board of Directors’ resolution on the transfer, excluding such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2026 to secure the company’s undertakings under that Program.
  3. The authorisation includes the right to resolve on a deviation from the shareholders’ preferential right.
  4. Transfers on Nasdaq Stockholm shall take place at a price per share within the prevailing price interval registered at each point in time, against cash payment. For transfers outside Nasdaq Stockholm, payment for the shares shall be possible in cash, in kind or through set-off, whereby the price per share shall correspond to an assessed market value at the time of such transfer.

The purpose of the authorisation to repurchase own series B shares is to enable the Board of Directors to adapt the company’s capital structure and thereby contribute to increased shareholder value. The Board of Directors may propose that future AGMs resolve to cancel repurchased shares. In addition, the purpose of the authorisations to repurchase and transfer own series B shares, and the reasons for the deviation from the shareholders’ preferential rights, is to enable the company to use treasury shares to finance or pay for acquisitions of companies or businesses without delay and in a flexible and cost-effective manner.

The Board of Directors shall be entitled to resolve on other terms and conditions for repurchase and transfer of own series B shares. The Board of Directors, or the person appointed by the Board of Directors, is authorised to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors’ resolution on repurchase and transfer of own series B shares.

Under the Swedish Companies Act, the resolution of the general meeting to authorise the Board of Directors to resolve on repurchase and transfer of own shares, requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

Resolution on the implementation of a long-term share savings program (item 15)

The Board of Directors of Eolus AB (publ) (”Eolus” or the ”Company”) proposes that the AGM 2026 resolves on a long-term share savings program for all permanent employees of the Eolus group (the “Share Savings Program 2026”). In order to secure the undertakings of Eolus to deliver shares to the participants under the program and to cover the cash flow effects associated with the Share Savings Program 2026, the Board of Directors further proposes that the AGM resolves on delivery arrangements. The Board of Directors’ proposal for the Share Savings Program 2026 is set out in A. below, and the proposal for the delivery arrangements is set out in B. below.

A. Proposal on the implementation of the Share Savings Program 2026

Background and reasons

The Board of Directors’ proposal on Share Savings Program 2026 corresponds to the structure of the share savings program adopted by the AGM 2025. The Board of Directors is of the opinion that the implementation of the Share Savings Program 2026 is important for Eolus ability to recruit, motivate and retain competent employees. By linking the outcome of the proposed program to the development of the Company’s share price, the Share Savings Program 2026 is expected to align the interests of the employees with those of the shareholders in the long-term value growth of the Company and thereby contribute to Eolus’ business strategy and long-term interests.

Eolus’ ambition is to continue to propose programs of a similar nature to future AGMs.

Terms and conditions for the program

1. The Share Savings Program 2026 comprise all permanent employees in the group, approximately 80 employees (the “Participants”).

2. The Share Savings Program 2026 shall comprise a maximum of 160,000 series B shares in Eolus, of which a maximum of 125,000 shares can be allocated to Participants. The remaining 35,000 shares in Eolus are such shares that may be transferred by Eolus in order to cover the cash flow effects associated with the Share Savings Program 2026, primarily social security charges.

3. Participation in the Share Savings Program 2026 requires that the Participants, for own funds, acquire new series B shares in Eolus (“Savings Shares”) on Nasdaq Stockholm no later than 30 June 2026.

4. Members of Eolus’ group management (currently 6 persons) are entitled to acquire Savings Shares under the Share Savings Program 2026 for an amount corresponding to a maximum of two months’ salary. Other permanent employees of the Eolus group (currently approximately 75 persons) are entitled to acquire Savings Shares for an amount corresponding to a maximum of one month’s salary.

5. The Board of Directors shall be entitled to bring forward or postpone the last date for the acquisition of Savings Shares pursuant to item 3 above for one or several Participants, for example if Participants are prevented from acquiring Savings Shares due to inside information, however not later than 31 December 2026.

6. Each Savings Share entitles the Participants, subject to the restrictions set out in items 9-14 below and depending on the fulfilment of the Performance Conditions in item 7 below, at the end of a three-year vesting period commencing on 1 July 2026 (the “Vesting Period”), to receive a maximum of 1 series B share in the Company free of charge (“Performance Shares”). In the event that the Board of Directors brings forward or postpones the last date for the acquisition of Savings Shares pursuant to item 5 above, the date of commencement of the Vesting Period shall be adjusted to the day after the last date for the acquisition of Savings Shares.

7. If only Performance Condition 1 is fulfilled, Participants may receive 0.5 Performance Shares per Saving Share. If both Performance Conditions are fulfilled, Participants may receive 1 Performance Share per Saving Share. If Performance Condition 1 is not fulfilled, the Participants will not receive any Performance Shares.

Performance Condition 1 requires, for its fulfilment, that the share price of the Company’s share on Nasdaq Stockholm at the end of the Vesting Period has increased by 5 per cent during the Vesting Period, whereby the volume-weighted average price of Eolus’ share on Nasdaq Stockholm during the ten (10) trading days immediately preceding the Vesting Period shall be compared with the corresponding average price during the last ten (10) trading days of the Vesting Period.

Performance Condition 2 requires, for its fulfilment, that the share price of the Company’s share on Nasdaq Stockholm at the end of the Vesting Period has increased by 30 per cent during the Vesting Period, whereby the volume-weighted average price of Eolus’ share on Nasdaq Stockholm during the ten (10) trading days immediately preceding the Vesting Period shall be compared with the corresponding average price during the last ten (10) trading days of the Vesting Period.

8. Provided that Performance Condition 1 is fulfilled, and subject to the restrictions set out in items 9-14 below, Performance Shares are expected to be transferred to the Participants within 60 calendar days from the end of the Vesting Period. The Board of Directors is authorised to extend the deadline for the transfer of Performance Shares if Participants are prevented from receiving shares during the specified period due to applicable laws and regulations.

9. Should there be a decline in the price of the Eolus share at the time of the Participants’ acquisitions of Savings Shares such that the number of Performance Shares subject to allocation exceeds the maximum number of shares set out in item 2 above, the number of Performance Shares that may be subject to allocation will be reduced proportionately.

10. Allocation of Performance Shares is conditional upon the Participant retaining all Savings Shares and maintaining his/her permanent employment within the Eolus group over the entire Vesting Period. The Board of Directors is authorised to disregard these conditions if certain good leaver rules apply. The allocation of Performance Shares to a good leaver will be proportionately adjusted for time served during the Vesting Period and the Board of Directors’ assessment of the extent to which the Performance Conditions have been achieved by the time the employment terminated.

11. If the aggregated number of Performance Shares that a Participant is entitled to receive at the end of the Vesting Period does not correspond to a whole number of shares, the number of Performance Shares that the Participant is entitled to receive shall be rounded downwards to the nearest whole number.

12. The number of Performance Shares shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

13. If significant changes in the Eolus group or in the market occur which, in the opinion of the Board of Directors, would result in a situation where the conditions for allocation of Performance Shares become unreasonable, the Board of Directors is entitled to make adjustments to the Share Savings Program 2026, including, inter alia, to resolve to reduce the allocation of Performance Shares or to not allocate any Performance Shares at all. In the event that allocation of Performance Shares has been made based on incorrect information, or if actions have been taken by any Participant which could result in material damage to the Eolus group’s reputation, the Board of Directors may decide to reclaim whole or a part of the allocated Performance Shares.

14. Participation in the Share Savings Program 2026 presupposes that such participation is legally possible in the various jurisdictions concerned and that the administrative efforts and costs are reasonable in the opinion of the Board of Directors. The Board of Directors shall be entitled to make such local adjustments of the Share Savings Program 2026 that may be necessary or appropriate to implement it with reasonable administrative efforts and costs in the concerned jurisdictions, including, inter alia, to offer cash settlement.

15. The Board of Directors shall be responsible for the further design and administration of the Share Savings Program 2026 within the framework of the above stated main terms and conditions and shall be authorised to make such minor adjustments and applications as required by law or for administrative reasons.

Estimated costs, effects on key ratios and dilution

The costs for the Share Savings Program 2026 are calculated according to the accounting standard IFRS 2 and accrued on a linear basis over the Vesting Period.

Assuming (i) a share price of SEK 34.70 for the Company’s share on Nasdaq Stockholm (corresponding to the closing price of the Company’s share on Nasdaq Stockholm on 20 March 2026) at the time of the Participants’ acquisition of Savings Shares, (ii) acquisition of the maximum number of Savings Shares by eligible Participants, and (iii) an annual employee turnover of 10 per cent, the total effect on the income statement of the Share Savings Program 2026, including costs for social security charges, is estimated to amount to SEK 3.5 million if Eolus’ share price at the time of delivery of shares to the Participants has increased by 5 per cent. Under the corresponding assumptions, the total effect on the income statement, including costs for social security charges, is estimated to amount to SEK 7.3 million if Eolus’ share price at the time of delivery of shares to Participants has increased by 30 per cent.

The estimated annual costs of between SEK 1.1-2.4 million correspond to approximately 0.8-1.8 per cent of the group’s total employee costs for the financial year 2025. Thus, the costs for the Share Savings Program 2026 are expected to have a marginal effect on the group’s key ratios.

The proposed delivery arrangements below will not give rise to an increased number of shares in Eolus and, accordingly, no dilutive effect in terms of shares issued will occur for existing shareholders.

B. Delivery arrangements

The Board of Directors has considered different methods for delivery of shares under the Share Savings Program 2026 to the Participants and to cover the cash flow effects associated with the Share Savings Program 2026, primarily social security charges. For this purpose, the Board of Directors proposes that the AGM resolve on (i) an authorisation for the Board of Directors to resolve on the repurchase of own series B shares on Nasdaq Stockholm; and (ii) transfer of own series B shares free of charge to the Participants.

The detailed conditions for the Board of Directors’ proposal are set out below.

Authorisation for the Board of Directors to resolve on acquisition of own series B shares

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve on acquisition of own series B shares on Nasdaq Stockholm on the following terms:

  1. Acquisitions of series B shares in Eolus may only be effected on Nasdaq Stockholm and in accordance with the Nasdaq Stockholm Main Market Rulebook for Issuers of Shares.
  2. A maximum of 160,000 series B shares in Eolus may be acquired.
  3. Acquisitions of series B shares in Eolus on Nasdaq Stockholm may only be carried out in compliance with the price restrictions set out in the Nasdaq Stockholm Rulebook for Issuers on the Main Market, which, inter alia, stipulates that shares may not be repurchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the repurchase is carried out. Repurchase may not be made at a price lower than the lowest price at which an independent acquisition may be carried out.
  4. The authorisation may be utilised on one or several occasions prior to the AGM 2027.

The purpose of the authorisation is to secure the undertakings of Eolus according to the Share Savings Program 2026 and to cover the cash flow effects associated with the Share Savings Program 2026, primarily social security charges.

Resolution on transfer of own series B shares to the Participants

The Board of Directors proposes that the AGM resolves that own series B shares may be transferred to the Participants in the Share Savings Program 2026 on the following terms:

  1. A maximum of 125,000 series B shares in Eolus (Performance Shares) may be transferred free of charge to the Participants.
  2. Right to purchase series B shares in Eolus free of charge shall – with deviation from the shareholders’ preferential rights – be granted to each such person within the group who is a Participant.
  3. Transfers of series B shares in Eolus shall be made free of charge at the time and on the other terms that the Participants, as relevant, are entitled to be allocated shares.
  4. The number of series B shares in Eolus that may be transferred under the Share Savings Program 2026 shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

As the Share Savings Program 2026, in principle, is not expected to give rise to any initial social security payments for Eolus (and as an authorisation for the Board of Directors to resolve on transfer of the Company’s own shares is valid only until the next AGM), the Board of Directors has decided not to propose to the AGM 2026 to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated market in order to cover such payments. However, prior to any transfer of Performance Shares to the Participants, the Board of Directors intends to propose to a later general meeting to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated market in order to cover such costs.

Reasons for deviation from the shareholders’ preferential rights

The reason for deviation from the shareholders’ preferential rights is Eolus’ wish to implement the proposed share savings program. In light of the above stated, the Board of Directors considers it to be advantageous for Eolus and the shareholders that the Participants are offered to increase their shareholdings in Eolus.

C. Majority requirements

The AGM’s resolution on the implementation of the Share Savings Program 2026 according to item A above, is conditional upon the AGM resolving in accordance with the Board of Directors’ proposal under item B above, and the proposals under items A and B shall therefore be adopted as one resolution. A valid resolution requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the AGM approve the resolution.

Available documentation

The Nomination Committee’s reasoned statement, form of power of attorney and postal voting form are available at the company and on the company’s website, www.eolus.com/en/.

The financial statements, the audit report and other documentation that shall be available for the shareholders according to the Swedish Companies Act will be available at the company and on the company’s website, www.eolus.com/en/, no later than three weeks before the AGM.

The documents will be sent free of charge to shareholders who so request and state their address.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,283,325 series A shares and 23,623,675 series B shares. The total number of votes in the company amounts to 3,645,692.5.

At the time of the notice, the company holds 38,600 own series B shares, corresponding to 3,860 votes, which may not be represented at the AGM.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

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

If you have questions regarding our processing of your personal data, you can contact us by emailing gdpr@eolus.com. Eolus AB (publ) has company registration number 556389-3956 and the Board’s registered office is in Hässleholm.

Hässleholm in March 2026
Eolus AB (publ)
The Board of Directors

For further information, please contact:
Harald Cavalli-Björkman, Investor Relations Manager, +46 705 903 204, harald.cavalli-bjorkman@eolus.com

About Eolus
Eolus is a leading developer of innovative and customized renewable energy solutions. We offer attractive and sustainable investments in the Nordics, the Baltics, Poland and the USA. From development of greenfield projects to construction and operation of renewable energy assets, we are part of the entire value chain. For over three decades we have worked for a future where everyone can lead a fulfilling, yet sustainable life. Today, our project portfolio includes wind, solar and energy storage projects. Eolus – shaping the future of renewable energy.

Eolus’s Class B share is listed on Nasdaq Stockholm. www.eolus.com

Attachments
Notice of Annual General Meeting in Eolus AB (publ)

Notice of Annual General Meeting in Eolus AB (publ)

Hässleholm, Sweden, May 15, 2025 – Eolus Vind AB’s Annual General Meeting 2025 (“AGM”) was held today, Thursday, May 15.

The AGM adopted the presented income statements and balance sheets as well as the presented remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 2.25 per share for the financial year 2024, divided in two instalments of SEK 0.75 per share and SEK 1.50 per share, with the record date for the first instalment on May 19, 2025, and the record date for the second instalment on November 24, 2025.

Marie Grönborg, Hans Johansson, Jan Johansson, Hans Linnarson and Bodil Rosvall Jönsson were re-elected as members of the Board of Directors. Marie Grönborg was elected as Chairman of the Board and Hans Linnarson was elected as Vice Chairman of the Board. The accounting firm Öhrlings PricewaterhouseCoopers AB was elected as the Company’s auditor, with authorized public accountant Vicky Johansson as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 500,000 to the Chairman of the Board, SEK 350 000 to the Vice Chairman of the Board and SEK 250,000 each to other Board members who are not employed by the Company, SEK 80,000 to the Chairman of the Audit Committee and SEK 40,000 to other members who are not employed by the Company, and SEK 15,000 to members of the Remuneration Committee who are not employed by the Company. It was decided that auditor fees shall be paid in accordance with approved invoice.

The AGM resolved, in accordance with the Board’s proposal, to amend the Articles of Association in order to amend the company’s name from Eolus Vind Aktiebolag (publ) to Eolus Aktiebolag (publ).

The AGM resolved, in accordance with the Board’s proposal, on authorization for the Board of Directors to, on one or more occasions before the next Annual General Meeting, resolve on repurchase and transfer of the company’s own series B shares. Repurchase of own shares of series B may take place on Nasdaq Stockholm and be made to such extent that the company’s holding of own shares at any given time amounts to a maximum of 10 per cent of all shares in the company, and at a price per share within the registered share price interval at any given time. Transfers under the authorization may be made of all series B shares held by the company, except for those repurchased to secure the company’s commitments under the company’s share savings program. Transfers on Nasdaq Stockholm may be made at a price per share within the registered share price interval at any given time.

The AGM also resolved on the implementation of a long-term share savings program as well as delivery arrangements in respect thereof by way of (i) authorization for the Board of Directors to resolve on repurchase of a maximum of 280,000 own series B shares and (ii) transfer of a maximum of 220,000 own series B shares free of charge to the participants.

The share savings program comprise all permanent employees in the Eolus Group and participation in the program requires that the participant, for own funds, acquires Series B shares in Eolus on Nasdaq Stockholm no later than June 30, 2025. Each savings share entitles the participant, subject to certain restrictions, to receive a maximum of 1 Series B share in Eolus (“performance shares”) free of charge at the end of the three-year vesting period if the share price of the company’s share on Nasdaq Stockholm at the end of the vesting period has increased by 30 per cent. The right to receive performance shares is conditional upon the participant maintaining his/her employment over the entire vesting period.

For further information, please contact:
Per Witalisson, CEO, +46 702 65 16 15, per.witalisson@eolus.com
Harald Cavalli-Björkman, Investor Relations Manager, +46 705 90 32 04, harald.cavalli-bjorkman@eolus.com

About Eolus
Eolus is a leading developer of innovative and customized renewable energy solutions. We offer attractive and sustainable investments in the Nordics, the Baltics, Poland and the USA. From development of greenfield projects to construction and operation of renewable energy assets, we are part of the entire value chain. For over three decades we have worked for a future where everyone can lead a fulfilling, yet sustainable life. Today, our project portfolio includes more than 25 GW wind, solar and energy storage projects. Eolus – shaping the future of renewable energy.

Eolus’s Class B share is listed on Nasdaq Stockholm. www.eolus.com

Attachments
Resolutions at the Annual General Meeting in Eolus Vind AB on May 15, 2025

Resolutions at the Annual General Meeting in Eolus Vind AB on May 15, 2025

The shareholders of Eolus Vind AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 15, 2025 at 2:00 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1:30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 7, 2025, and no later than May 9, 2025 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website https://www.eolus.com/en/investors/corporate-governance/general-meeting/. Registration to attend can also be made in writing under the address Eolus Vind AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolus.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on May 9, 2025, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 7, 2025, and no later than May 9, 2025 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolus.com/en/investors/corporate-governance/general-meeting/. The completed and signed form may be sent by mail to Eolus Vind AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than May 9, 2025. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

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

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolus.com/en/investors/corporate-governance/general-meeting/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 7, 2025. 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 that have been made by the nominee no later than May 9, 2025 will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the meeting

2. Election of chairman of the meeting

3. Election of two persons to check the minutes

4. Preparation and approval of the voting list

5. Approval of the agenda

6. Determination of compliance with the rules of convocation

7. Presentation of

    a. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group

    b. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives

    c. the Board of Directors’ proposal on appropriation of the company’s profit and reasoned statement thereon

8. Resolutions regarding

    a. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet

    b. appropriation of the company’s profit according to the adopted balance sheet

    c. discharge of the Board of Directors and the CEO from liability for the financial year 2024

9. Determination of

a. the number of Board members and deputy Board members

b. the number of auditors and deputy auditors

10. Determination of

a. fees to Board members

b. fees to the auditor

11. Election of Board members and Chairman of the Board
The Nomination Committee’s proposal:

    a. Marie Grönborg

    b. Hans Johansson

    c. Jan Johansson

    d. Hans Linnarson

    e. Bodil Rosvall Jönsson

    f. Marie Grönborg, as Chairman of the Board

    g. Hans Linnarson, as Vice Chairman of the Board

12. Election of auditor

13. Resolution on approval of remuneration report

14. Resolution on amendment of the Articles of Association

15. Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares

16. Resolution on the implementation of a long-term share savings program

17. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2025 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and Hans-Göran Stennert until 21 March 2025, when Hans-Göran Stennert resigned from the company’s Board of Directors at his own request and Hans Linnarson was appointed as acting Chairman of the Board and, thereby, also replaced Hans-Göran Stennert as member of the Nomination Committee.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2025.

Preparation and approval of the voting list (item 4)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the AGM’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Dividend (item 8b)

The Board of Directors proposes that a dividend of SEK 2.25 per share is declared for the financial year 2024, divided in two instalments of SEK 0.75 per share and SEK 1.50 per share. Record date for the first instalment is proposed to be May 19, 2025, and record date for the second instalment is proposed to be November 24, 2025. If the AGM resolves in accordance with the proposal, the first instalment is expected to be distributed by Euroclear Sweden AB on May 22, 2025, and the second instalment on November 27, 2025.

Election of Board members, Chairman of the Board and auditor, and determination of fees (items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of five members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members for 2025 shall be SEK 500,000 (500,000) to the Chairman of the Board, SEK 350 000 to the Vice Chairman of the Board and SEK 250,000 (250,000) each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 80,000 (80,000) to the Chairman of the Audit Committee and in the amount of SEK 40,000 (40,000) to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 (15,000) to members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that the Board members Marie Grönborg, Hans Johansson, Jan Johansson, Hans Linnarson and Bodil Rosvall Jönsson are re-elected;

that Marie Grönborg is elected as Chairman of the Board;

that Hans Linnarson is elected as Vice Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm Öhrlings PricewaterhouseCoopers AB is elected as auditor; Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will continue as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on amendment of the Articles of Association (item 14)

The Board of Directors proposes that the AGM resolves to amend the Articles of Association as set out below, in order to amend the company’s name from Eolus Vind Aktiebolag (publ) to Eolus Aktiebolag (publ).

Current wording Proposed wording
§1 The company name is Eolus Vind Aktiebolag (publ). §1 The company name is Eolus Aktiebolag (publ).

The Board of Directors proposes that the CEO be authorized to make such minor amendments of the proposal as may be required in connection with the registration with the Swedish Companies Registration Office.

The resolution of the AGM on amendment of the Articles of Association requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares (item 15)

The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to resolve on repurchase of the company’s own series B shares on the following conditions.

1. Repurchase may take place on Nasdaq Stockholm, on one or several occasions up to the next AGM.

2. Repurchase may be made of such number of series B shares that the company’s holding of own shares does not at any time exceed 10 per cent of the total number of shares in the company, including such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2025 to secure the company’s undertakings under that program.

3. Acquisition may be made at a price per share within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price).

4. Payment of acquired series B shares shall be made in cash.

The Board of Directors further proposes that the AGM authorises the Board of Directors to transfer series B shares held by the company as payment in connection with the acquisition of companies or businesses, or to finance such acquisitions, in which case the shares may also be sold via Nasdaq Stockholm. In other respects, the following conditions shall apply.

1. Transfer may take place on one or several occasions up to the next AGM.

2. Transfer may be made of all series B shares held by the company at the time of the Board of Directors’ resolution on the transfer, excluding such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2025 to secure the company’s undertakings under that Program.

3. The authorisation includes the right to resolve on a deviation from the shareholders’ preferential right.

4. Transfers on Nasdaq Stockholm shall take place at a price per share within the prevailing price interval registered at each point in time, against cash payment. For transfers outside Nasdaq Stockholm, payment for the shares shall be possible in cash, in kind or through set-off, whereby the price per share shall correspond to an assessed market value at the time of such transfer.

The purpose of the authorisation to repurchase own series B shares is to enable the Board of Directors to adapt the company’s capital structure and thereby contribute to increased shareholder value. The Board of Directors may propose that future AGMs resolve to cancel repurchased shares. In addition, the purpose of the authorisations to repurchase and transfer own series B shares, and the reasons for the deviation from the shareholders’ preferential rights, is to enable the company to use treasury shares to finance or pay for acquisitions of companies or businesses without delay and in a flexible and cost-effective manner.

The Board of Directors shall be entitled to resolve on other terms and conditions for repurchase and transfer of own series B shares. The Board of Directors, or the person appointed by the Board of Directors, is authorised to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors’ resolution on repurchase and transfer of own series B shares.

Under the Swedish Companies Act, the resolution of the general meeting to authorise the Board of Directors to resolve on repurchase and transfer of own shares, requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

Resolution on the implementation of a long-term share savings program (item 16)

The Board of Directors of Eolus Vind Aktiebolag (publ) (”Eolus” or the ”Company”) proposes that the AGM resolves on a long-term share savings program for all permanent employees of the Eolus group (the “Share Savings Program 2025”). In order to secure the undertakings of Eolus to deliver shares to the participants under the program and to cover the cash flow effects associated with the Share Savings Program 2025, the Board of Directors further proposes that the AGM resolves on delivery arrangements. The Board of Directors’ proposal for the Share Savings Program 2025 is set out in A. below, and the proposal for the delivery arrangements is set out in B. below.

A. Proposal on the implementation of the Share Savings Program 2025

Background and reasons

The Board of Directors’ proposal on Share Savings Program 2025 corresponds in principle to the structure of the share savings program adopted by the AGM 2024, with the main difference that the Share Savings Program 2025 does not include any right for the participants to receive so called Matching Shares. The Board of Directors is of the opinion that the implementation of the Share Savings Program 2025 is important for Eolus ability to recruit, motivate and retain competent employees. By linking the outcome of the proposed program to the development of the Company’s share price, the Share Savings Program 2025 is expected to align the interests of the employees with those of the shareholders in the long-term value growth of the Company and thereby contribute to Eolus’ business strategy and long-term interests.

Eolus’ ambition is to continue to propose programs of a similar nature to future AGMs.

Terms and conditions for the program

1. The Share Savings Program 2025 comprise all permanent employees in the group, approximately 115 employees (the “Participants”).

2. The Share Savings Program 2025 shall comprise a maximum of 280,000 series B shares in Eolus, of which 220,000 shares can be allocated to Participants. The remaining 60,000 shares in Eolus are such shares that may be transferred by Eolus in order to cover the cash flow effects associated with the Share Savings Program 2025, primarily social security charges.

3. Participation in the Share Savings Program 2025 requires that the Participants, for own funds, acquire new series B shares in Eolus (“Savings Shares”) on Nasdaq Stockholm no later than 30 June 2025.

4. Members of Eolus’ group management (currently 6 persons) are entitled to acquire Savings Shares under the Share Savings Program 2025 for an amount corresponding to a maximum of two months’ salary. Other permanent employees of the Eolus group (currently approximately 109 persons) are entitled to acquire Savings Shares for an amount corresponding to a maximum of one month’s salary.

5. The Board of Directors shall be entitled to bring forward or postpone the last date for the acquisition of Savings Shares pursuant to item 3 above for one or several Participants, for example if Participants are prevented from acquiring Savings Shares due to inside information, however not later than 31 December 2025.

6. Each Savings Share entitles the Participants, subject to the restrictions set out in items 9-14 below and depending on the fulfilment of the Performance Conditions in item 7 below, at the end of a three-year vesting period commencing on 1 July 2025 (the “Vesting Period”), to receive a maximum of 1 series B share in the Company free of charge (“Performance Shares”). In the event that the Board of Directors brings forward or postpones the last date for the acquisition of Savings Shares pursuant to item 5 above, the date of commencement of the Vesting Period shall be adjusted to the day after the last date for the acquisition of Savings Shares.

7. If only Performance Condition 1 is fulfilled, Participants may receive 0.5 Performance Shares per Saving Share. If both Performance Conditions are fulfilled, Participants may receive 1 Performance Share per Saving Share. If Performance Condition 1 is not fulfilled, the Participants will not receive any Performance Shares.

Performance Condition 1 requires, for its fulfilment, that the share price of the Company’s share on Nasdaq Stockholm at the end of the Vesting Period has increased by 5 per cent during the Vesting Period, whereby the volume-weighted average price of Eolus’ share on Nasdaq Stockholm during the ten (10) trading days immediately preceding the Vesting Period shall be compared with the corresponding average price during the last ten (10) trading days of the Vesting Period.

Performance Condition 2 requires, for its fulfilment, that the share price of the Company’s share on Nasdaq Stockholm at the end of the Vesting Period has increased by 30 per cent during the Vesting Period, whereby the volume-weighted average price of Eolus’ share on Nasdaq Stockholm during the ten (10) trading days immediately preceding the Vesting Period shall be compared with the corresponding average price during the last ten (10) trading days of the Vesting Period.

8. Provided that Performance Condition 1 is fulfilled, and subject to the restrictions set out in items 9-14 below, Performance Shares are expected to be transferred to the Participants within 60 days from the end of the Vesting Period. The Board of Directors is authorised to extend the deadline for the transfer of Performance Shares if Participants are prevented from receiving shares during the specified period due to applicable laws and regulations.

9. Should there be a decline in the price of the Eolus series B share at the time of the Participants’ acquisitions of Savings Shares such that the number of Performance Shares subject to allocation exceeds the maximum number of shares set out in item 2 above, the number of Performance Shares that may be subject to allocation will be reduced proportionately.

10. Allocation of Performance Shares is conditional upon the Participant retaining all Savings Shares and maintaining his/her permanent employment within the Eolus group over the entire Vesting Period. The Board of Directors is authorised to disregard these conditions if certain good leaver rules apply. The allocation of Performance Shares to a good leaver will be proportionately adjusted for time served during the Vesting Period and the Board of Directors’ assessment of the extent to which the Performance Conditions has been achieved by the time the employment terminated.

11. If the aggregated number of Performance Shares that a Participant is entitled to receive at the end of the Vesting Period does not correspond to a whole number of shares, the number of Performance Shares that the Participant is entitled to receive shall be rounded downwards to the nearest whole number.

12. The number of Performance Shares shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

13. If significant changes in the Eolus group or in the market occur which, in the opinion of the Board of Directors, would result in a situation where the conditions for allocation of Performance Shares become unreasonable, the Board of Directors is entitled to make adjustments to the Share Savings Program 2025, including, inter alia, to resolve to reduce the allocation of Performance Shares or to not allocate any Performance Shares at all. In the event that allocation of Performance Shares has been made based on incorrect information, or if actions have been taken by any Participant which could result in material damage to the Eolus group’s reputation, the Board of Directors may decide to reclaim whole or a part of the allocated Performance Shares.

14. Participation in the Share Savings Program 2025 presupposes that such participation is legally possible in the various jurisdictions concerned and that the administrative efforts and costs are reasonable in the opinion of the Board of Directors. The Board of Directors shall be entitled to make such local adjustments of the Share Savings Program 2025 that may be necessary or appropriate to implement it with reasonable administrative efforts and costs in the concerned jurisdictions, including, inter alia, to offer cash settlement.

15. The Board of Directors shall be responsible for the further design and administration of the Share Savings Program 2025 within the framework of the above stated main terms and conditions and shall be authorised to make such minor adjustments and applications as required by law or for administrative reasons.

Estimated costs, effects on key ratios and dilution

The costs for the Share Savings Program 2025 are calculated according to the accounting standard IFRS 2 and accrued on a linear basis over the Vesting Period.

Assuming (i) a share price of SEK 52.6 for the Company’s share on Nasdaq Stockholm (corresponding to the closing price of the Company’s share on Nasdaq Stockholm on 31 March 2025) at the time of the Participants’ acquisition of Savings Shares, (ii) acquisition of the maximum number of Savings Shares by eligible Participants, and (iii) an annual employee turnover of 10 per cent, the total effect on the income statement of the Share Savings Program 2025, including costs for social security charges, is estimated to amount to SEK 6.5 million if Eolus’ share price at the time of delivery of shares to the Participants has increased by 5 per cent. Under the corresponding assumptions, the total effect on the income statement, including costs for social security charges, is estimated to amount to SEK 6.8 million if Eolus’ share price at the time of delivery of shares to Participants has increased by 30 per cent.

The estimated aggregated annual costs of between SEK 2.2-2.3 million correspond to approximately 1.5 per cent of the group’s total employee costs for the financial year 2024. Thus, the costs for the Share Savings Program 2025 are expected to have a marginal effect on the group’s key ratios.

The proposed delivery arrangements below will not give rise to an increased number of shares in Eolus and, accordingly, no dilutive effect in terms of shares issued will occur for existing shareholders.

B. Delivery arrangements

The Board of Directors has considered different methods for delivery of shares under the Share Savings Program 2025 to the Participants and to cover the cash flow effects associated with the Share Savings Program 2025, primarily social security charges. For this purpose, the Board of Directors proposes that the AGM resolve on (i) an authorisation for the Board of Directors to resolve on the repurchase of own series B shares on Nasdaq Stockholm; and (ii) transfer of own series B shares free of charge to the Participants.

The detailed conditions for the Board of Directors’ proposal are set out below.

Authorisation for the Board of Directors to resolve on acquisition of own series B shares

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve on acquisition of own series B shares on Nasdaq Stockholm on the following terms:

1. Acquisitions of series B shares in Eolus may only be effected on Nasdaq Stockholm.

2. A maximum of 280,000 series B shares in Eolus may be acquired.

3. Acquisitions of series B shares in Eolus on Nasdaq Stockholm may only be made at a price within the prevailing price interval on Nasdaq Stockholm applicable from time to time (i.e. the interval between the highest purchase price and the lowest selling price).

4. The authorisation may be utilised on one or several occasions prior to the AGM 2026.

The purpose of the resolution is to secure the undertakings of Eolus according to the Share Savings Program 2025 and to cover the cash flow effects associated with the Share Savings Program 2025, primarily social security charges.

Resolution on transfer of own series B shares to the Participants

The Board of Directors proposes that the AGM resolves that own series B shares may be transferred to the Participants in the Share Savings Program 2025 on the following terms:

1. A maximum of 220,000 series B shares in Eolus (Performance Shares) may be transferred free of charge to the Participants.

2. Right to purchase series B shares in Eolus free of charge shall – with deviation from the shareholders’ preferential rights – be granted to each such person within the group who is a Participant.

3. Transfers of series B shares in Eolus shall be made free of charge at the time and on the other terms that the Participants, as relevant, are entitled to be allocated shares.

4. The number of series B shares in Eolus that may be transferred under the Share Savings Program 2025 shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

As the Share Savings Program 2025, in principle, is not expected to give rise to any initial social security payments for Eolus (and as an authorisation for the Board of Directors to resolve on transfer of the Company’s own shares is valid only until the next AGM), the Board of Directors has decided not to propose to the AGM 2025 to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated market in order to cover such payments. However, prior to any transfer of Performance Shares to the Participants, the Board of Directors intends to propose to a later general meeting to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated marked in order to cover such costs.

Reasons for deviation from the shareholders’ preferential rights

The reason for deviation from the shareholders’ preferential rights is Eolus’ wish to implement the proposed share savings program. In light of the above stated, the Board of Directors considers it to be advantageous for Eolus and the shareholders that the Participants are offered to increase their shareholdings in Eolus.

C. Majority requirements

The AGM’s resolution on the implementation of the Share Savings Program 2025 according to item A above, is conditional upon the AGM resolving in accordance with the Board of Directors’ proposal under item B above, and the proposals under items A and B shall therefore be adopted as one resolution. A valid resolution requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the AGM approve the resolution.

Available documentation

The Nomination Committee’s reasoned statement, form of power of attorney and postal voting form are available at the company and on the company’s website, www.eolus.com/en/.

The financial statements, the audit report and other documentation that shall be available for the shareholders according to the Swedish Companies Act will be available at the company and on the company’s website, www.eolus.com/en/, no later than three weeks before the AGM.

The documents will be sent free of charge to shareholders who so request and state their address.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,283,325 series A shares and 23,623,675 series B shares. The total number of votes in the company amounts to 3,645,692.5.

At the time of the notice, the company holds 18,000 own series B shares, corresponding to 1,800 votes, which may not be represented at the AGM.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

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

If you have questions regarding our processing of your personal data, you can contact us by emailing gdpr@eolus.com. Eolus Vind Aktiebolag (publ) has company registration number 556389-3956 and the Board’s registered office is in Hässleholm.

Hässleholm in April 2025
Eolus Vind AB (publ)
The Board of Directors

For further information, please contact:
Harald Cavalli-Björkman, Investor Relations Manager
harald.cavalli-bjorkman@eolus.com

About Eolus
Eolus is a leading developer of innovative and customized renewable energy solutions. We offer attractive and sustainable investments in the Nordics, the Baltics, Poland and the USA. From development of greenfield projects to construction and operation of renewable energy assets, we are part of the entire value chain. For over three decades we have worked for a future where everyone can lead a fulfilling, yet sustainable life. Today, our project portfolio includes more than 25 GW wind, solar and energy storage projects. Eolus – shaping the future of renewable energy.

Eolus’s Class B share is listed on Nasdaq Stockholm. www.eolus.com

Attachments
Notice of Annual General Meeting in Eolus Vind AB (publ)

Notice of Annual General Meeting in Eolus Vind AB (publ)

Eolus Vind AB’s Annual General Meeting 2024 (“AGM”) was held today, Thursday, May 16.

The AGM adopted the presented income statements and balance sheets as well as submitted and proposed guidelines for remuneration to senior executives, remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 2.25 per share for the financial year 2023, and the record date for the payment of dividends was set to Monday, May 20, 2024.

Marie Grönborg, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected as members of the Board of Directors. Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Vicky Johansson as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 500,000 to the Chairman of the Board and SEK 250,000 each to other Board members who are not employed by the Company, to SEK 80,000 to the Chairman of the Audit Committee and SEK 40,000 to other members who are not employed by the Company, and to SEK 15,000 to members of the Remuneration Committee who are not employed by the Company. It was decided that auditor fees shall be paid in accordance with approved invoice.

The AGM resolved, in accordance with the Board’s proposal, on authorization for the Board of Directors to, on one or more occasions before the next Annual General Meeting, resolve on repurchase and transfer of the Company’s own series B shares. Repurchase of own shares of series B may take place on Nasdaq Stockholm and be made to such extent that the Company’s holding of own shares at any given time amounts to a maximum of 10 per cent of all shares in the Company, and at a price per share within the registered share price interval at any given time. Transfers under the authorization may be made of all series B shares held by the Company, except for those repurchased to secure the Company’s commitments under the Company’s share savings program. Transfers on Nasdaq Stockholm may be made at a price per share within the registered share price interval at any given time.

The AGM also resolved on the implementation of a long-term share savings program as well as delivery arrangements in respect thereof by way of (i) authorization for the Board of Directors to resolve on repurchase of a maximum of 150,000 own series B shares and (ii) transfer of a maximum of 120,000 own series B shares free of charge to the participants.

The share savings program comprise all permanent employees in the Eolus Group and participation in the program requires that the participant acquires Series B shares in Eolus on Nasdaq Stockholm no later than June 28, 2024. Each savings share entitles the participant, subject to certain restrictions, to receive 0.5 Series B shares in Eolus (“matching shares”) free of charge at the end of the three-year vesting period. In addition, each savings share entitles the participant, subject to certain restrictions, to receive 0.5 series B shares in Eolus (“performance shares”) free of charge at the end of the vesting period if the share price of the Company’s share on Nasdaq Stockholm at the end of the vesting period has increased by 30 per cent. The right to receive matching shares as well as performance shares is conditional upon the participant maintaining his/her employment over the entire vesting period.

For further information, please contact:
Per Witalisson, CEO, +46 702 65 16 15, per.witalisson@eolusvind.com
Karin Wittsell Heydl, Head of Communications & Sustainability, +46 761 16 71 99, karin.heydl@eolusvind.com

ABOUT EOLUS
Eolus is a leading developer of innovative and customized renewable energy solutions. We offer attractive and sustainable investments in the Nordics, the Baltics, Poland and the USA. From development of green field projects to construction and operation of renewable energy assets, we are part of the entire value chain. For over three decades we have worked for a future where everyone can lead a fulfilling, yet sustainable life. Today, our project portfolio includes more than 28 GW wind, solar and energy storage projects. Eolus – shaping the future of renewable energy.

Eolus’s Class B share is listed on Nasdaq Stockholm. www.eolus.com

Attachments
Resolutions at the Annual General Meeting in Eolus Vind AB on May 16, 2024

Resolutions at the Annual General Meeting in Eolus Vind AB on May 16, 2024

The shareholders of Eolus Vind AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 16, 2024 at 2:00 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1:30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 7, 2024, and no later than May 10, 2024 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website https://www.eolus.com/en/investors/corporate-governance/general-meeting/. Registration to attend can also be made in writing under the address Eolus Vind AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolus.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on May 10, 2024, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 7, 2024, and no later than May 10, 2024 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolus.com/en/. The completed and signed form may be sent by mail to Eolus Vind AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than May 10, 2024. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

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

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolus.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 7, 2024. 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 that have been made by the nominee no later than May 10, 2024 will be taken into account in the presentation of the share register.

Proposed agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Election of two persons to check the minutes
  4. Preparation and approval of the voting list
  5. Approval of the agenda
  6. Determination of compliance with the rules of convocation
  7. Presentation of
    1. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group
    2. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives
    3. the Board of Directors’ proposal on appropriation of the company’s profit and reasoned statement thereon
  8. Resolutions regarding
    1. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet
    2. appropriation of the company’s profit according to the adopted balance sheet
    3. discharge of the Board of Directors and the CEO from liability for the financial year 2023
  9. Determination of
  1. the number of Board members and deputy Board members
  2. the number of auditors and deputy auditors

10. Determination of

  1. fees to Board members
  2. fees to the auditor
  1. Election of Board members and Chairman of the Board
    The Nomination Committee’s proposal:
  1. Marie Grönborg
  2. Hans Johansson
  3. Jan Johansson
  4. Hans Linnarson
  5. Bodil Rosvall Jönsson
  6. Hans-Göran Stennert
  7. Hans-Göran Stennert, as Chairman of the Board
  1. Election of auditor
  2. Resolution on approval of remuneration report
  3. Resolution on guidelines for remuneration to senior executives
  4. Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares
  5. Resolution on the implementation of a long-term share savings program
  6. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2024 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and the Chairman of the Board, Hans-Göran Stennert.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2024.

Preparation and approval of the voting list (item 4)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the AGM’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Dividend (item 8b)

The Board of Directors proposes that a dividend of SEK 2.25 per share is declared for the financial year 2023. As record date for the dividend, the Board of Directors proposes May 20, 2024. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting May 23, 2024.

Election of Board members, Chairman of the Board and auditor, and determination of fees (items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of six members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members for 2024 shall be SEK 500,000 (450,000) to the Chairman of the Board and SEK 250,000 (225,000) each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 80,000 (60,000) to the Chairman of the Audit Committee and in the amount of SEK 40,000 (30,000) to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 (15,000) to members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that the Board members Marie Grönborg, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert are re-elected;

that Hans-Göran Stennert is re-elected as Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm PricewaterhouseCoopers AB is elected as auditor; PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will continue as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on guidelines for remuneration to senior executives (item 14)

The Board of Directors proposes that the AGM resolves on an adjustment to the current guidelines for remuneration to senior executives adopted by the AGM 2021. The proposal entails that only such variable cash remuneration that is measured over a period of one year may be paid to senior executives and that variable cash remuneration to senior executives other than the CEO may amount to four months’ salary. No other significant changes are proposed.

The Board of Directors’ complete proposal of the amended guidelines for remuneration to senior executives will be available on the company’s website, www.eolus.com/en/.

Resolution on authorisation for the Board of Directors to resolve on repurchase and transfer of the company’s own series B shares (item 15)

The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to resolve on repurchase of the company’s own series B shares on the following conditions.

  1. Repurchase may take place on Nasdaq Stockholm, on one or several occasions up to the next AGM.
  2. Repurchase may be made of such number of series B shares that the company’s holding of own shares does not at any time exceed 10 per cent of the total number of shares in the company, including such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2024 to secure the company’s undertakings under that program.
  3. Acquisition may be made at a price per share within the prevailing price interval registered at each point in time (i.e. in the interval between the highest purchase price and the lowest selling price).
  4. Payment of acquired series B shares shall be made in cash.

The Board of Directors further proposes that the AGM authorises the Board of Directors to transfer series B shares held by the company as payment in connection with the acquisition of companies or businesses, or to finance such acquisitions, in which case the shares may also be sold via Nasdaq Stockholm. In other respects, the following conditions shall apply.

  1. Transfer may take place on one or several occasions up to the next AGM.
  2. Transfer may be made of all series B shares held by the company at the time of the Board of Directors’ resolution on the transfer, excluding such series B shares that have been repurchased in accordance with item B. in the Share Savings Program 2024 to secure the company’s undertakings under that Program.
  3. The authorisation includes the right to resolve on a deviation from the shareholders’ preferential right.
  4. Transfers on Nasdaq Stockholm shall take place at a price per share within the prevailing price interval registered at each point in time, against cash payment. For transfers outside Nasdaq Stockholm, payment for the shares shall be possible in cash, in kind or through set-off, whereby the price per share shall correspond to an assessed market value at the time of such transfer.

The purpose of the authorisation to repurchase own series B shares is to enable the Board of Directors to adapt the company’s capital structure and thereby contribute to increased shareholder value. The Board of Directors may propose that future AGMs resolve to cancel repurchased shares. In addition, the purpose of the authorisations to repurchase and transfer own series B shares, and the reasons for the deviation from the shareholders’ preferential rights, is to enable the company to use treasury shares to finance or pay for acquisitions of companies or businesses without delay and in a flexible and cost-effective manner.

The Board of Directors shall be entitled to resolve on other terms and conditions for repurchase and transfer of own series B shares. The Board of Directors, or the person appointed by the Board of Directors, is authorised to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors’ resolution on repurchase and transfer of own series B shares.

Under the Swedish Companies Act, the resolution of the general meeting to authorise the Board of Directors to resolve on repurchase and transfer of own shares, requires the approval of shareholders representing at least two-thirds of both the number of votes cast and the shares represented at the meeting in order to be valid.

Resolution on the implementation of a long-term share savings program (item 16)

The Board of Directors of Eolus Vind Aktiebolag (publ) (”Eolus” or the ”Company”) proposes that the AGM resolves on a long-term share savings program for all permanent employees of the Eolus group (the “Share Savings Program 2024”). In order to secure the undertakings of Eolus to deliver shares to the participants under the program and to cover the cash flow effects associated with the Share Savings Program 2024, the Board of Directors further proposes that the AGM resolves on delivery arrangements. The Board of Directors’ proposal for the Share Savings Program 2024 is set out in A. below, and the proposal for the delivery arrangements is set out in B. below.

A. Proposal on the implementation of the Share Savings Program 2024

Background and reasons

Previous AGMs of Eolus have adopted share savings programs under which employees have been able to choose to acquire savings shares in Eolus out of any variable remuneration, whereby the Company has compensated the participants, subject to continued employment, with the cost of acquiring the number of shares equal to half of the number of savings shares, three years after the acquisition of savings shares. The now proposed program entails, in contrast to previous programs, that employees can choose to acquire savings shares for an amount related to the fixed monthly salary. The Share Savings Program 2024 is considered to strengthen Eolus’ ability to recruit, motivate and retain competent employees by facilitating for new employees to participate in the program on the same terms as other employees in the group. By linking the outcome of the proposed program to the development of the Company’s share price, the Share Savings Program 2024 is expected to align the interests of the employees with those of the shareholders in the long-term value growth of the Company, to a greater extent than previous share savings programs, and thereby further contribute to Eolus’ business strategy and long-term interests.

Eolus’ ambition is to continue to propose programs of a similar nature to future AGMs.

Terms and conditions for the program

1. The Share Savings Program 2024 comprise all permanent employees in the group, approximately 150 employees (the “Participants”).

2. The Share Savings Program 2024 shall comprise a maximum of 150,000 series B shares in Eolus, of which 120,000 shares can be allocated to Participants. The remaining 30,000 shares in Eolus are such shares that may be transferred by Eolus in order to cover the cash flow effects associated with the Share Savings Program 2024, primarily social security charges.

3. Participation in the Share Savings Program 2024 requires that the Participants, for own funds, acquire new series B shares in Eolus (“Savings Shares”) on Nasdaq Stockholm no later than 28 June 2024.

4. Members of Eolus’ group management who were entitled to acquire savings shares under the Share Savings Program 2023 (currently 7 persons) are entitled to acquire Savings Shares under the Share Savings Program 2024 for an amount corresponding to a maximum of 140 per cent of one month’s salary. Other permanent employees of the Eolus group who were entitled to acquire savings shares under the Share Savings Program 2023 (currently approximately 100 persons) are entitled to acquire Savings Shares for an amount corresponding to a maximum of 40 per cent of one month’s salary.

5. Members of Eolus’ group management who were not entitled to acquire savings shares under the Share Savings Program 2023 (currently 0 persons) are entitled to acquire Savings Shares under the Share Savings Program 2024 for an amount corresponding to a maximum of two months’ salary. Other permanent employees of the Eolus group who were not entitled to acquire savings shares under the Share Savings Programs 2023 (currently approximately 40 persons) are entitled to acquire Savings Shares for an amount corresponding to a maximum of one month’s salary.[1]

6. The Board of Directors shall be entitled to bring forward or postpone the last date for the acquisition of Savings Shares pursuant to item 3 above for one or several Participants, for example if Participants are prevented from acquiring Savings Shares due to inside information, however not later than 31 December 2024.

7. Each Savings Share entitles the Participants, subject to the restrictions set out in items 11-16 below, to receive 0.5 series B shares in the Company free of charge (“Matching Shares”) at the end of a three-year vesting period commencing on 1 July 2024 (the “Vesting Period”). In the event that the Board of Directors brings forward or postpones the last date for the acquisition of Savings Shares pursuant to item 6 above, the date of commencement of the Vesting Period shall be adjusted to the day after the last date for the acquisition of Savings Shares.

8. In addition, each Savings Share entitles the Participants, subject to the restrictions set out in items 11-16 below and provided that the performance condition in item 9 below is achieved, to at the end of the Vesting Period receive 0.5 series B shares in the Company free of charge (“Performance Shares”).

9. The right to receive Performance Shares is conditional on that the share price of the Company’s share on Nasdaq Stockholm at the end of the Vesting Period has increased by 30 per cent during the Vesting Period, whereby the volume-weighted average price of Eolus’s share on Nasdaq Stockholm during the ten (10) trading days immediately preceding the Vesting Period shall be compared with the corresponding average price during the last ten (10) trading days of the Vesting Period (the “Performance Condition”).

10. Provided that the above conditions are met, and subject to the restrictions set out in items 11-16 below, Matching Shares and/or Performance Shares are expected to be transferred to the Participants within 60 days from the end of the Vesting Period. The Board of Directors is authorised to extend the deadline for the transfer of Matching Shares and/or Performance Shares if Participants are prevented from receiving shares during the specified period due to applicable laws and regulations.

11. Should there be a decline in the price of the Eolus series B share at the time of the Participants’ acquisitions of Savings Shares such that the number of Matching Shares and Performance Shares subject to allocation exceeds the maximum number of shares set out in item 2 above, the number of Matching Shares and Performance Shares that may be subject to allocation will be reduced proportionately.

12. Allocation of Matching Shares and Performance Shares is conditional upon the Participant retaining all Savings Shares and maintaining his/her permanent employment within the Eolus group over the entire Vesting Period. The Board of Directors is authorised to disregard these conditions if certain good leaver rules apply. The allocation of Matching Shares and Performance Shares to a good leaver will be proportionately adjusted for time served during the Vesting Period and the Board of Directors’ assessment of the extent to which the Performance Condition has been achieved by the time the employment terminated.

13. If the aggregated number of Matching Shares and/or Performance Shares that a Participant is entitled to receive at the end of the Vesting Period does not correspond to a whole number of shares, the number of Matching Shares and/or Performance Shares that the Participant is entitled to receive shall be rounded downwards to the nearest whole number.

14. The number of Matching Shares and Performance Shares shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

15. If significant changes in the Eolus group or in the market occur which, in the opinion of the Board of Directors, would result in a situation where the conditions for allocation of Matching Shares and/or Performance Shares become unreasonable, the Board of Directors is entitled to make adjustments to the Share Savings Program 2024, including, inter alia, to resolve to reduce the allocation of Matching Shares and/or Performance Shares or to not allocate any Matching Shares and/or Performance Shares at all. In the event that allocation of Matching Shares and/or Performance Shares has been made based on incorrect information, or if actions have been taken by any Participant which could result in material damage to the Eolus group’s reputation, the Board of Directors may decide to reclaim whole or a part of the allocated Matching Shares and/or Performance Shares.

16. Participation in the Share Savings Program 2024 presupposes that such participation is legally possible in the various jurisdictions concerned and that the administrative efforts and costs are reasonable in the opinion of the Board of Directors. The Board of Directors shall be entitled to make such local adjustments of the Share Savings Program 2024 that may be necessary or appropriate to implement it with reasonable administrative efforts and costs in the concerned jurisdictions, including, inter alia, to offer cash settlement.

17. The Board of Directors shall be responsible for the further design and administration of the Share Savings Program 2024 within the framework of the above stated main terms and conditions and shall be authorised to make such minor adjustments and applications as required by law or for administrative reasons.

[1] The intention is that the investment limits set out in item 5 shall apply to all Participants in any future share savings programs. The investment limits in item 4 have been determined taking into account the fact that a majority of the Participants have already been offered to acquire savings shares earlier in 2024 under the Share Savings Program 2023.

Estimated costs, effects on key ratios and dilution

The costs for the Share Savings Program 2024 are calculated according to the accounting standard IFRS 2 and accrued on a linear basis over the Vesting Period.

Assuming (i) a share price of SEK 74.25 for the Company’s share on Nasdaq Stockholm (corresponding to the closing price of the Company’s share on Nasdaq Stockholm on 28 March 2024) at the time of the Participants’ acquisition of Savings Shares, (ii) acquisition of the maximum number of Savings Shares by eligible Participants, and (iii) an annual employee turnover of 10 per cent, the total effect on the income statement of the Share Savings Program 2024, including costs for social security charges, is estimated to amount to SEK 3.8 million if Eolus’s share price at the time of delivery of shares to the Participants is unchanged. Under the corresponding assumptions, the total effect on the income statement, including costs for social security charges, is estimated to amount to SEK 3.9 million if Eolus’s share price at the time of delivery of shares to Participants has increased by 30 per cent.

The estimated aggregated annual costs of between SEK 1.3-1.4 million correspond to approximately 1 per cent of the group’s total employee costs for the financial year 2023. Thus, the costs for the Share Savings Program 2024 are expected to have a marginal effect on the group’s key ratios.

The proposed delivery arrangements below will not give rise to an increased number of shares in Eolus and, accordingly, no dilutive effect in terms of shares issued will occur for existing shareholders.

B. Delivery arrangements

The Board of Directors has considered different methods for delivery of shares under the Share Savings Program 2024 to the Participants and to cover the cash flow effects associated with the Share Savings Program 2024, primarily social security charges. For this purpose, the Board of Directors proposes that the AGM resolve on (i) an authorisation for the Board of Directors to resolve on the repurchase of own series B shares on Nasdaq Stockholm; and (ii) transfer of own series B shares free of charge to the Participants.

The detailed conditions for the Board of Directors’ proposal are set out below.

Authorisation for the Board of Directors to resolve on acquisition of own series B shares

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve on acquisition of own series B shares on Nasdaq Stockholm on the following terms:

  1. Acquisitions of series B shares in Eolus may only be effected on Nasdaq Stockholm.
  2. A maximum of 150,000 series B shares in Eolus may be acquired.
  3. Acquisitions of series B shares in Eolus on Nasdaq Stockholm may only be made at a price within the prevailing price interval on Nasdaq Stockholm applicable from time to time (i.e. the interval between the highest purchase price and the lowest selling price).
  4. The authorisation may be utilised on one or several occasions prior to the AGM 2025.

The purpose of the resolution is to secure the undertakings of Eolus according to the Share Savings Program 2024 and to cover the cash flow effects associated with the Share Savings Program 2024, primarily social security charges.

Resolution on transfer of own series B shares to the Participants

The Board of Directors proposes that the AGM resolves that own series B shares may be transferred to the Participants in the Share Savings Program 2024 on the following terms:

  1. A maximum of 120,000 series B shares in Eolus (60,000 Matching Shares and 60,000 Performance Shares) may be transferred free of charge to the Participants.
  2. Right to purchase series B shares in Eolus free of charge shall – with deviation from the shareholders’ preferential rights – be granted to each such person within the group who is a Participant.
  3. Transfers of series B shares in Eolus shall be made free of charge at the time and on the other terms that the Participants, as relevant, are entitled to be allocated shares.
  4. The number of series B shares in Eolus that may be transferred under the Share Savings Program 2024 shall be subject to recalculation in the event of any intervening bonus issue, share split, reverse share split, rights issue, and/or other similar corporate actions. The same shall apply for the distribution of an extraordinary dividend (or distribution of other assets).

As the Share Savings Program 2024, in principle, is not expected to give rise to any initial social security payments for Eolus (and as an authorisation for the Board of Directors to resolve on transfer of the Company’s own shares is valid only until the next AGM), the Board of Directors has decided not to propose to the AGM 2024 to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated market in order to cover such payments. However, prior to any transfer of Matching Shares and Performance Shares to the Participants, the Board of Directors intends to propose to a later general meeting to authorise the Board of Directors to resolve on transfer of the Company’s own series B shares on a regulated marked in order to cover such costs.

Reasons for deviation from the shareholders’ preferential rights

The reason for deviation from the shareholders’ preferential rights is Eolus’ wish to implement the proposed share savings program. In light of the above stated, the Board of Directors considers it to be advantageous for Eolus and the shareholders that the Participants are offered to increase their shareholdings in Eolus.

C. Majority requirements

The AGM’s resolution on the implementation of the Share Savings Program 2024 according to item A above, is conditional upon the AGM resolving in accordance with the Board of Directors’ proposal under item B above, and the proposals under items A and B shall therefore be adopted as one resolution. A valid resolution requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the AGM approve the resolution.

D. Other

The proposal for the Share Savings Program 2024 has been prepared by the Board of Directors and its Remuneration Committee in consultation with external advisors.

Eolus already has three ongoing share savings programs for the financial years 2023, 2022 and 2021 relating to the variable cash remuneration. For a more detailed description of these program, reference is made to Eolus Annual Report and Sustainability Report for 2023, note 5.

A reasoned statement of the Board of Directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act has been prepared.

Available documentation

The Nomination Committee’s reasoned statement, form of power of attorney and postal voting form are available at the company and on the company’s website, www.eolus.com/en/.

The financial statements, the audit report and other documentation that shall be available for the shareholders according to the Swedish Companies Act will be available at the company and on the company’s website, www.eolus.com/en/, no later than three weeks before the AGM.

The documents will be sent free of charge to shareholders who so request and state their address.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,284,625 shares are Class A shares and 23,622,375 shares are Class B shares. The total number of votes in the company amounts to 3,646,862.5.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

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

Hässleholm in April 2024
Eolus Vind AB (publ)
The Board of Directors

For further information, please contact:
Per Witalisson, CEO, +46 702 65 16 15, per.witalisson@eolusvind.com
Karin Wittsell Heydl, Head of Communications & Sustainability, +46 761 16 71 99, karin.heydl@eolusvind.com

ABOUT EOLUS
Eolus is a leading developer of innovative and customized renewable energy solutions. We offer attractive and sustainable investments in the Nordics, the Baltics, Poland and the USA. From development of green field projects to construction and operation of renewable energy assets, we are part of the entire value chain. For over three decades we have worked for a future where everyone can lead a fulfilling, yet sustainable life. Today, our project portfolio includes more than 26 GW wind, solar and energy storage projects. Eolus – shaping the future of renewable energy.

Eolus’s Class B share is listed on Nasdaq Stockholm. www.eolus.com

Attachments
Eolus Vind AB Notice Of Annual General Meeting 2024

Eolus Vind AB Notice Of Annual General Meeting 2024

Hässleholm, Sweden, May 12, 2023

Eolus Vind AB’s Annual General Meeting 2023 (“AGM”) was held today, Friday, May 12.

The AGM adopted the presented income statements and balance sheets as well as the submitted remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 1.50 per share for the financial year 2022, and the record date for the payment of dividends was set to Tuesday, May 16, 2023.

Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected and Marie Grönborg was elected as members of the Board of Directors. Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Vicky Johansson as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the Company, to SEK 60,000 to the Chairman of the Audit Committee and SEK 30,000 to other members who are not employed by the Company, and to SEK 15,000 to members of the Remuneration Committee who are not employed by the Company. It was decided that auditor fees shall be paid in accordance with approved invoice.

The AGM also resolved on the implementation of a long-term share savings program entailing that employees in Sweden within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2023 to acquire shares in Eolus. Provided that the participant still holds all of the acquired shares and is still employed within the Eolus group three years after the acquisition of the shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of acquired shares..

For further information, please contact:
Per Witalisson, CEO, +46 (0)702 65 16 15
Karin Wittsell Heydl, Head of Communications & Sustainability, +46 (0)761 16 71 99

ABOUT EOLUS
Eolus is one of the leading developers of renewable energy in the Nordics and we are active in the whole value chain from development of green field projects to construction and operation of renewable projects. We offer attractive and competitive investments in the Nordic and Baltic countries, Poland and the United States. Founded in 1990, Eolus has constructed 738 wind turbines with a capacity of 1,814 MW. Eolus has signed contracts for 1,150 MW of asset management services of which 825 MW are in operation.

Eolus’ Class B share is traded on Nasdaq Stockholm Mid Cap. For further information, please visit www.eolusvind.com.

Attachments

230512 Resolutions at the Annual General Meeting in Eolus Vind AB 12 May 2023

230512 Resolutions at the Annual General Meeting in Eolus Vind AB 12 May 2023
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Hässleholm 31 March 2023

The shareholders of Eolus Vind AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 12, 2023 at 2:00 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1:30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 4, 2023, and no later than May 8, 2023 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website www.eolusvind.com/en/investors/corporate-governance/general-meeting/. Registration to attend can also be made in writing under the address Eolus Vind AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolusvind.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on May 8, 2023, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 4, 2023, and no later than May 8, 2023 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolusvind.com/en/. The completed and signed form may be sent by mail to Eolus Vind AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than May 8, 2023. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

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

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolusvind.com/en/. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 4, 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 that have been made by the nominee no later than May 8, 2023 will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the meeting

2. Election of chairman of the meeting

3. Election of two persons to check the minutes

4. Preparation and approval of the voting list

5. Approval of the agenda

6. Determination of compliance with the rules of convocation

7. Presentation of

a. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group

b. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives

c. the Board of Directors’ proposal on appropriation of the company’s profit and reasoned statement thereon

8. Resolutions regarding

a. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet

b. appropriation of the company’s profit according to the adopted balance sheet

c. discharge of the Board of Directors and the CEO from liability for the financial year 2022

9. Determination of the number of Board members, deputy Board members, auditors and deputy auditors

10. Determination of fees to Board members and auditor

11. Election of Board members and Chairman of the Board
The Nomination Committee’s proposal:

a. Carina Håkansson

b. Marie Grönborg

c. Hans Johansson

d. Jan Johansson

e. Hans Linnarson

f. Bodil Rosvall Jönsson

g. Hans-Göran Stennert

h. Hans-Göran Stennert, as Chairman of the Board

12. Election of auditor

13. Resolution on approval of remuneration report

14. Resolution on the implementation of a long-term share savings program

15. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2023 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and the Chairman of the Board, Hans-Göran Stennert.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2023.

Preparation and approval of the voting list (item 4)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Annual General Meeting’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Dividend (item 8b)

The Board of Directors proposes that a dividend of SEK 1.50 per share is declared for the financial year 2022. As record date for the dividend, the Board of Directors proposes May 16, 2023. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting May 22, 2023.

Election of Board members, Chairman of the Board and auditor, and determination of fees (items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of seven members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members for 2023 shall be SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 60,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 to members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that the Board members Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert are re-elected and that Carina Håkansson and Marie Grönborg are elected as new Board members. Sigrun Hjelmqvist has declined re-election to the Board of Directors;

Carina Håkansson, born 1961, has education from Skogshögskolan in Garpenberg and Umeå. She has a long and successful career, including former CEO of Stora Enso Skog, Dala Kraft AB and Skogsindustierna. In addition she has previously been Chairperson for Advisory Committee on Sustainable Forest-based Industries (ACSFI) and Board member of Dala Vind AB. Carina is currently Board member of Svenska Cellulosa Aktiebolaget SCA, AFRY AB and chairperson of IVA’s division for Forest Technology. Carina does not hold any shares in Eolus.

Marie Grönborg, born 1970, is CEO of TreeToTextile. She has a MSc in chemical engineering from Chalmers University of Technology / Imperial College and has a long and successful career, including former Vice President of Perstorp Group and former CEO of Purac AB. In addition, she has previously been a Board member of a number of subsidiaries within Perstorp Group. Marie is currently Board member of SSAB AB and Permascand Top Holding AB. Marie holds 275 shares in Eolus.

that Hans-Göran Stennert is re-elected as Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm PricewaterhouseCoopers AB is elected as auditor; PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will continue as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on the implementation of a long-term share savings program (item 14)

The Board of Directors of Eolus proposes that the AGM 2023 resolves on a long-term share savings program for the company’s employees in Sweden (the “Share Savings Program 2023”).

The Share Savings Program 2023 entails that all employees in Sweden within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2023 to acquire shares in Eolus (”Savings Shares”). Acquisition of Savings Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from when the outcome of the variable cash remuneration program has been established and the participants have informed Eolus whether they want to participate in the Share Savings Program.

Provided that the participant still holds all of the Savings Shares and is still employed within the Eolus group three years after the acquisition of Savings Shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of Savings Shares (“Matching Shares”). Acquisition of Matching Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from the date falling three years after the acquisition of Savings Shares.

In order to ensure that the participant’s financial situation as far as possible shall remain unchanged, the number of Matching Shares shall be subject to customary recalculation should the company’s share capital increase or decrease, convertible debt instruments or options be issued or the company be liquidated or merged, or any similar changes to the company occur.

Should the participant be prohibited from acquiring Savings Shares due to possession of inside information, the Board of Directors may in individual cases prolong or postpone the above mentioned investment period, although not beyond the next year end (i.e. until and including 31 December 2024). The Board of Directors shall be responsible for the detailed conditions and the administration of the Share Savings Program 2023 within the terms and conditions set forth above, and may also make such minor adjustments and applications as may be appropriate for legal or administrative reasons.

Based on the assumptions of maximum outcome in the variable cash remuneration program, full investments by the entitled participants and an unchanged share price at the time of delivery of the Matching Shares, Eolus’ costs relating to the Share Savings Program 2023 are estimated to amount to a maximum of approximately SEK 3.2 million. Assuming a 25 per cent increase in Eolus’ share price at the time of delivery of Matching Shares, Eolus’ costs relating to the Share Savings Program 2023, including employer contributions, are estimated to amount to a maximum of approximately SEK 4.0 million and assuming a 50 per cent increase in the share price at such time, the costs are estimated to amount to a maximum of approximately SEK 4.9 million, including employer contributions. The Share Savings Program 2023 does not result in any dilution of the holdings of the company’s shareholders and is not deemed to affect any performance measure important for Eolus. No measures have been taken to hedge Eolus’ costs against its own share price in connection with the purchase of Matching shares.

The proposal on Share Savings Program 2023 has been prepared by the Board of Directors and the Remuneration Committee. In the company, similar share savings programs for the financial years 2022, 2021 and 2019/2020 relating to the variable cash remuneration have previously been adopted. By requiring, as described above, that the participants make an own investment in Eolus shares and thereby reconciling the employees’ and the shareholders’ interests of a long-term increase of the company’s value, the Share Savings Program 2023 is expected to enhance Eolus’ possibilities to recruit and retain competent employees while at the same time promoting Eolus’ business strategy, long-term interests and sustainability.

The proposal must be supported by shareholders representing more than half of the votes cast at the general meeting.

Available documentation

The Nomination Committee’s reasoned statement, form of power of attorney and postal voting form are available at the company and on the company’s website, www.eolusvind.com/en/.

The financial statements, the audit report and other documentation that shall be available for the shareholders according to the Swedish Companies Act will be available at the company and on the company’s website, www.eolusvind.com/en/, no later than three weeks before the AGM.

The documents will be sent free of charge to shareholders who so request and state their address.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,285,625 shares are Class A shares and 23,621,375 shares are Class B shares. The total number of votes in the company amounts to 3,647,762.5.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

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

Hässleholm in March 2023
Eolus Vind AB (publ)
The Board of Directors

For further information, please contact:
Per Witalisson, CEO, +46 (0)702 65 16 15
Karin Wittsell Heydl, Head of Communications & Sustainability, +46 (0)761 16 71 99


Attachments

230331 Eolus Vind AB – Notice of annual general meeting 2023

230331 Eolus Vind AB - Notice of annual general meeting 2023
23 05 24_Sötterfällan_-1456

Hässleholm, Sweden, May 19, 2022

Eolus Vind AB’s Annual General Meeting 2022 (“AGM”) was held today, Thursday, May 19.

The AGM adopted the presented income statements and balance sheets as well as the submitted remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 1.50 per share for the financial year 2021, and the record date for the payment of dividends was set to Monday, May 23, 2022.

Sigrun Hjelmqvist, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected as members of the Board of Directors and Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Vicky Johansson as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the Company, to SEK 60,000 to the Chairman of the Audit Committee and SEK 30,000 to other members who are not employed by the Company, and to SEK 15,000 to members of the Remuneration Committee who are not employed by the Company. It was decided that auditor fees shall be paid in accordance with approved invoice.

The AGM also resolved on the implementation of a long-term share savings program entailing that all employees within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2022 to acquire shares in Eolus. Provided that the participant still holds all of the acquired shares and is still employed within the Eolus group three years after the acquisition of the shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of acquired shares.

For further information contact:
Per Witalisson, CEO, +46 70-265 16 15
Karin Wittsell Heydl, Head of Communications and Sustainability, +46 76-116 71 99

About Eolus:
Since the company’s inception thirty years ago, Eolus has grown to become one of the leading developers of renewable energy in the Nordic region. Today, we develop, establish, and manage renewable energy projects in onshore and offshore wind power, solar power and energy storage. Eolus offers attractive and competitive investment opportunities in the Nordic region, the US, Poland and the. With our competent and dedicated staff, we are taking the company forward at a rapid pace and driving the transition to renewable electricity generation. Founded in 1990, Eolus has constructed 666 wind turbines with a capacity of 1 414 MW. Eolus has signed contracts for about 1 322 MW of asset management services of which 914 MW are in operation.

Eolus shares are listed at Nasdaq Stockholm.                                   

www.eolusvind.com

 

 

Attachments

220519 Resolutions at tha Annual General Meeting of Eolus Vind AB (publ) 2022

220519 Resolutions at tha Annual General Meeting of Eolus Vind AB (publ) 2022

Hässleholm, Sweden, April 11th, 2022

The shareholders of Eolus Vind AB (publ) Reg. No. 556389-3956 are hereby invited to attend the Annual General Meeting (“AGM”) to be held on May 19, 2022 at 2 p.m. CEST in Kulturhuset in Hässleholm, Vattugatan 18. Registration for the AGM begins at 1.30 p.m. CEST.

The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the AGM also by postal voting in accordance with the regulations in Eolus’ Articles of Association.

Right to participate

Participation in the meeting room

A) Anyone wishing to attend the meeting room in person or through a representative must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 11, 2022, and no later than May 13, 2022 preferably before 4 p.m. CEST, notify the company of their intention to participate in the AGM.

Registration to attend the AGM should primarily be made via the company’s website https://www.eolusvind.com/en/investors/corporate-governance/general-meeting/

Registration to attend can also be made in writing under the address Eolus Vind AB ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by phone, 08-402 90 41. When registering, the shareholder must state name, social security- or company registration number, address, telephone number and the number of possible assistants (maximum two).

If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. Proxy form is available on the company’s website www.eolusvind.com. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories. In order to facilitate the registration process at the AGM, a proxy together with registration certificate and any other authorization documents shall be received by the company at the above address at 4 p.m. CEST on May 13, 2022, at the latest. If a proxy and other authorization documents have not been submitted in advance of the AGM, a proxy and other authorization documents shall be presented at the AGM.

Participation by postal voting

B) Anyone wishing to attend the meeting by postal voting must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB, made as of May 11, 2022, and no later than May 13, 2022 notify the company by casting their postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

Anyone who wishes to attend the meeting room in person or through a representative, must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.

A special form must be used for postal voting. The form is available on the company’s website www.eolusvind.com. The completed and signed form may be sent by mail to Eolus Vind AB, “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB no later than May 13, 2022. Shareholders may also cast their votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

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

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy form is available on the company’s website www.eolusvind.com. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form, listing the authorized signatories.

Nominee-registered shares

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of May 11, 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, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than May 13, 2022 will be taken into account in the presentation of the share register.

Proposed agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Election of two persons to check the minutes
  4. Preparation and approval of the voting list
  5. Approval of the agenda
  6. Determination of compliance with the rules of convocation
  7. Presentation of
  1. the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the Group
  2. the statement by the auditor on the compliance of the guidelines for remuneration to senior executives
  3. the Board of Directors’ proposal on appropriation of the company’s profit and reasoned statement thereon
  1. Resolutions regarding
  1. adoption of the statement of income and the balance sheet and the consolidated statement of income and the consolidated balance sheet
  2. appropriation of the company’s profit according to the adopted balance sheet
  3. discharge of the Board of Directors and the CEO from liability for the financial year 2021
  1. Determination of the number of Board members, deputy Board members, auditors and deputy auditors
  2. Determination of fees to Board members and auditor
  3. Election of Board members and Chairman of the Board

The Nomination Committee’s proposal:

  1. Sigrun Hjelmquist
  2. Hans Johansson
  3. Jan Johansson
  4. Hans Linnarson
  5. Bodil Rosvall Jönsson
  6. Hans-Göran Stennert
  7. Hans-Göran Stennert, as Chairman of the Board
  1. Election of auditor
  2. Resolution on approval of remuneration report
  3. Resolution on the implementation of a long-term share savings program
  4. Closing of the meeting

Proposed resolutions

Election of chairman of the meeting (item 2)

The Nomination Committee for the AGM 2022 has consisted of the chairman Hans Gydell (appointed by Hans-Göran Stennert), Ingvar Svantesson (appointed by Domneåns Kraftaktiebolag), Hans Johansson (appointed by Åke Johansson) and the Chairman of the Board, Hans-Göran Stennert.

The Nomination Committe has proposed that Eolus’ General Counsel, Karl Olsson, shall be elected chairman of the AGM 2022.

Dividend (item 8b)

The Board of Directors proposes that a dividend of SEK 1.50 per share is declared for the financial year 2021. As record date for the dividend, the Board of Directors proposes May 23, 2022. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting May 27, 2022.

Election of Board members, Chairman of the Board and auditor, and determination of fees

(items 9-12)

The Nomination Committee proposes that the AGM resolves as follows:

that the Board of Directors shall consist of six members, with no deputy members;

that one Auditor shall be appointed, with no deputy Auditor;

that, fees to the Board members shall be SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the company, fees for work in the Audit Committee shall be paid in the amount of SEK 60,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to other members who are not employed by the company, and fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 to members who are not employed by the company;

that the Auditor’s fee is to be paid according to agreement;

that Board members Sigrun Hjelmquist, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert are re-elected;

that Hans-Göran Stennert is re-elected as Chairman of the Board;

that, in accordance with the recommendation of the Audit Committee, the accounting firm PricewaterhouseCoopers AB is elected as auditor; PricewaterhouseCoopers AB has informed that the authorized public accountant Vicky Johansson will be appointed as auditor in charge should the AGM resolve in accordance with the Nomination Committee’s proposal.

Resolution on approval of remuneration report (item 13)

The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution on the implementation of a long-term share savings program (item 14)

The Board of Directors of Eolus Vind AB (publ) proposes that the AGM 2022 resolves on a long-term share savings program for the company’s employees (the “Share Savings Program 2022”).

The Share Savings Program 2022 entails that all employees within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2022 to acquire shares in Eolus (”Savings Shares”). Acquisition of Savings Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from when the outcome of the variable cash remuneration program has been established and the participants have informed Eolus whether they want to participate in the Share Savings Program.

Provided that the participant still holds all of the Savings Shares and is still employed within the Eolus group three years after the acquisition of Savings Shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of Savings Shares (“Matching Shares”). Acquisition of Matching Shares shall be made through the company on Nasdaq Stockholm within twenty trading days from the date falling three years after the acquisition of Savings Shares.

In order to ensure that the participant’s financial situation as far as possible shall remain unchanged, the number of Matching Shares shall be subject to customary recalculation should the company’s share capital increase or decrease, convertible debt instruments or options be issued or the company be liquidated or merged, or any similar changes to the company occur.

Should the participant be prohibited from acquiring Savings Shares due to possession of inside information, the Board of Directors may in individual cases prolong or postpone the above mentioned investment period, although not beyond the next AGM. The Board of Directors shall be responsible for the detailed conditions and the administration of the Share Savings Program 2022 within the terms and conditions set forth above, and may also make such minor adjustments and applications as may be appropriate for legal or administrative reasons.

Based on the assumptions of maximum outcome in the variable cash remuneration program, full investments by the entitled participants and an unchanged share price at the time of delivery of the Matching Shares, Eolus’ costs relating to the Share Savings Program 2022 are estimated to amount to a maximum of SEK 2,2 million. Assuming a 25 per cent increase in Eolus’ share price at the time of delivery of Matching Shares, Eolus’ costs relating to the Share Savings Program 2022, including employer contributions, are estimated to amount to a maximum of SEK 2,8 million and assuming a 50 per cent increase in the share price at such time, the costs are estimated to amount to a maximum of SEK 3,3 million, including employer contributions. The Share Savings Program 2022 does not result in any dilution of the holdings of the company’s shareholders and is not deemed to affect any performance measure important for Eolus. No measures have been taken to hedge Eolus’ costs against its own share price in connection with the purchase of Matching shares.

The proposal on Share Savings Program 2022 has been prepared by the Board of Directors and the Remuneration Committee. In the company, similar share savings programs for the financial years 2021, 2019/2020 and 2018/2019 relating to the variable cash remuneration have previously been adopted. By requiring, as described above, that the participants make an own investment in Eolus shares and thereby reconciling the employees’ and the shareholders’ interests of a long-term increase of the company’s value, the Share Savings Program 2022 is expected to enhance Eolus’ possibilities to recruit and retain competent employees while at the same time promoting Eolus’ business strategy, long-term interests and sustainability.

The proposal must be supported by shareholders representing more than half of the votes cast at the general meeting.

Available documentation

The following documentation will be held available at the company and on the company’s website at least three weeks ahead of the AGM. The documentation will also be sent, without any cost for the recipients, to shareholders who so request and provide their address or e-mail address: (i) the accounting material and the auditor’s report, (ii), the statement by the auditor on the compliance of the resolved guidelines for remuneration to senior executives, (iii) remuneration report, (iv) the complete proposal of the Board of Directors with respect to appropriation of profit and the Board of Directors’ motivated statement thereon, and (v) the complete proposal of the Board of Directors with respect to the long-term share savings program.

Number of shares and votes in the company

At the time of issue of this convening notice, the total number of shares in the company amounts to 24,907,000, of which 1,285,625 shares are Class A shares and 23,621,375 shares are Class B shares. The total number of votes in the company amounts to 3,647,762.5.

Information at the AGM

The Board of Directors and the CEO shall, if any shareholder so request and if the Board of Directors considers that this can be done without significant harm for the company or its subsidiaries, give information on circumstances that can affect the assessment of an item on the agenda, circumstances that can affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company (including the consolidated financial statements).

Processing of personal data

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

Hässleholm in April 2022
Eolus Vind AB (publ)
The Board of Directors

For further information contact:

Per Witalisson, CEO, +46 70-265 16 15
Johan Hammarqvist, Head of Communications, +46 720 50 59 11

About Eolus:
Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to construction and operation of wind farms. Eolus offers attractive and competitive investments in the Nordic and Baltic countries, Poland as well as the United States to both local and international investors. Founded in 1990, Eolus has constructed 666 wind turbines with a capacity of 1 414 MW. Eolus has signed contracts for about 1 320 MW of asset management services of which 914 MW are in operation and the rest under construction.

Eolus Vind AB has 34 500 shareholders. Eolus shares are listed at Nasdaq Stockholm.

For more information about Eolus, please visit www.eolusvind.com

Attachments

220411 Press release Notice of Annual General Meeting in Eolus Vind AB (publ)

220411 Press release Notice of Annual General Meeting in Eolus Vind AB (publ)

Hässleholm, Sweden, May 19th, 2021

Eolus Vind AB’s Annual General Meeting 2021 (“AGM”) was held today. In the light of the ongoing corona pandemic and in order to minimize the spread of the disease, the general meeting was held only through postal voting, without the possibility to attend in person, in accordance with temporary legislation.

The AGM adopted the presented income statements and balance sheets as well as the submitted remuneration report and granted discharge of liability to Board members and the CEO. In addition, the following principal resolutions were passed.

In accordance with the Board of Directors’ proposal, the AGM resolved to declare a dividend of SEK 2.00 per share for the prolonged financial year 2019/2020, and the record date for the payment of dividends was set to Friday, May 21, 2021.

Sigrun Hjelmqvist, Hans Johansson, Jan Johansson, Hans Linnarson, Bodil Rosvall Jönsson and Hans-Göran Stennert were re-elected as members of the Board of Directors and Hans-Göran Stennert was re-elected as Chairman of the Board. The accounting firm PricewaterhouseCoopers AB was re-elected as the Company’s auditor, with authorized public accountant Eva Carlsvi as auditor in charge.

It was decided that fees to the Board of Directors shall amount to SEK 450,000 to the Chairman of the Board and SEK 225,000 each to other Board members who are not employed by the Company, fees for work in the Audit Committee shall be paid in the amount of SEK 60,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to other members who are not employed by the Company, fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 to members who are not employed by the Company. Furthermore, it was decided that a retroactive fee is to be paid by SEK 125,000 to the Chairman of the Board and SEK 58,000 to the other members of the Board not employed by the Company. The retroactive fee is based on a calculation pro rata of the additional period of time that the Board’s assignment was extended due to the change of the Company’s financial year during 2020.

In accordance with the Nomination Committee’s proposal, the AGM resolved on instructions for appointment of the Nomination Committee and the assignment of the Nomination Committee.

The AGM further resolved on new guidelines for remuneration to senior executives in accordance with the Board of Directors’ proposal, which principally corresponds to the guidelines adopted by the AGM 2020 but with the principal adjustments that the maximum variable cash remuneration for the CEO was adjusted to five monthly salaries (previously four monthly salaries), an adjustment so that the variable cash remuneration which is measured during several years may entitle the senior executives to an additional number of monthly salaries, and an adjustment of the criteria for variable cash remuneration so that the relative weighting with regard to certain financial targets was removed.

The AGM also resolved on the implementation of a long-term share savings program entailing that all employees within Eolus can choose to use an amount corresponding to a maximum of one month’s salary of their potential variable cash remuneration relating to the financial year 2021 to acquire shares in Eolus. Provided that the participant still holds all of the acquired shares and is still employed within the Eolus group three years after the acquisition of the shares, Eolus will remunerate the participant with an amount corresponding to the cost for acquiring the number of Eolus shares corresponding to half of the number of acquired shares.

In accordance with the Board of Directors’ proposal, the AGM resolved to introduce a new article 13 in the articles of association in order to enable the Board to resolve upon collection of proxies and postal voting in connection with future AGMs.

For further information contact:

Per Witalisson, CEO, +46 70-265 16 15
Johan Hammarqvist, Head of Communications, +46 720 50 59 11

About Eolus:
Eolus Vind AB is one of the leading wind power developers in the Nordics. Eolus is active in the whole value chain from development of green field projects to construction and operation of wind farms. Eolus offers attractive and competitive investments in the Nordic and Baltic countries, Poland as well as the United States to both local and international investors. Founded in 1990, Eolus has constructed 666 wind turbines with a capacity of 1 414 MW. Eolus has signed contracts for about 1 400 MW of asset management services of which 921 MW are in operation and the rest under construction.

Eolus Vind AB has 41 000 shareholders. Eolus shares are listed at Nasdaq Stockholm.

For more information about Eolus, please visit www.eolusvind.com

Attachments

210519 Press release Resolutions at the Annual General Meeting in Eolus Vind AB on May 19, 2021

210519 Press release Resolutions at the Annual General Meeting in Eolus Vind AB on May 19, 2021

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