Notice of annual general meeting in Humble Group AB

Right to attend the annual general meeting
Shareholders who wish to participate in the annual general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB (“Euroclear”) on Monday 27 April 2026, and
• give notice of participation to the company in accordance with the instructions set out in the section “Notice of attendance” not later than on Wednesday 29 April 2026.

Notice of attendance
Shareholders who wish to attend the annual general meeting in person or by proxy shall give notice to the company of this either by post to Humble Group AB, “Annual General Meeting”, Ingmar Bergmans gata 2, SE-114 34 Stockholm, Sweden or by e-mail to ir@humblegroup.com. The notice of attendance must state the shareholder’s name or company name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).

Nominee-registered shares
In order to be entitled to participate in the annual general meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of Monday 27 April 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 made no later than Wednesday 29 April 2026 are taken into account in the presentation of the share register.

Proxy and proxy form
Shareholders who do not wish to participate in person may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed. The power of attorney must not have been issued more than one year before the date of the annual general meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance.

In order to facilitate the registration at the annual general meeting, powers of attorney, certificates of registration and other documents of authority should be received by the company at the address Humble Group AB, “Annual General Meeting”, Ingmar Bergmans gata 2, SE-114 34 Stockholm, Sweden or by e-mail to ir@humblegroup.com not later than on 29 April 2026. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the annual general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance. A proxy form is available on the company’s website (www.humblegroup.com) and is provided by the company upon request.

Proposed agenda
1. Election of a chairman of the annual general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes of the meeting
5. Determination of whether the annual general meeting has been duly convened
6. Submission of the annual report and the auditor’s report, the consolidated financial statements and the auditor’s report for the group as well as the remuneration report and the auditor’s statement on compliance with the remuneration guidelines
7. Resolution on:
    (a) adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet,
    (b) the disposition of the company’s profit or loss as shown in the adopted balance sheet,
    (c) discharge of liability of the members of the board of directors and the CEO, and
    (d) approval of the remuneration report
8. Determination of the number of members of the board of directors and auditors
9. Determination of the fees to be paid to the board of directors and auditors
10. Election of the board of directors and auditor
11. Resolution on guidelines for remuneration to the senior executives
12. Resolution on an authorisation for the board of directors to resolve on acquisitions and transfers of treasury shares
13. Resolution on an authorisation for the board of directors to resolve on the issuance of shares, warrants and/or convertibles
14. Resolution on (a) implementing an incentive program, (b) issue of warrants of series 2026/2029, and (c) approval to transfer warrants
15. Closing of the annual general meeting

Proposed resolutions

Item 1: Election of a chairman of the annual general meeting
The nomination committee proposes that Philip Rämsell, or the person proposed by the board of directors in the event of his impediment, is elected as chairman of the annual general meeting.

Item 7(b): Resolution on the disposition of the company’s profit or loss as shown in the adopted balance sheet
The board of directors proposes that no dividend shall be paid for the financial year 2025 and that the funds available to the annual general meeting’s disposition pursuant to the company’s balance sheet are disposed in accordance with the board of directors’ proposal set out in the annual report for the financial year 2025.

Item 8: Determination of the number of members of the board of directors and auditors
The nomination committee proposes that the board of directors shall consist of six (6) members for the period until the close of the annual general meeting 2027 and that the company shall have one (1) registered accounting firm until the close of the annual general meeting 2027.

Item 9: Determination of the fees to be paid to the board of directors and auditors
The nomination committee proposes that the fees to the board members for the period until the close of the annual general meeting 2027 shall amount to a total of SEK 2,367,750 (1,945,000), of which SEK 325,500 (310,000) shall be paid to each of the board members who are not part of the executive management of the company, and SEK 740,250 (705,000) shall be paid to the chairman of the board of directors.

The nomination committee further proposes that remuneration for committee work shall be paid as follows: SEK 78,750 (75,000) to each member of the audit committee and SEK 52,500 (50,000) to each member of the remuneration committee.

The nomination committee proposes that the fees to the auditor shall be paid as per approved invoice.

Item 10: Election of the board of directors and auditor
The nomination committee proposes that Dajana Mirborn, Henrik Patek, Ola Cronholm, Pål Bruu and Sara Berger are re-elected as members of the board of directors for the period until the close of the annual general meeting 2027.

The nomination committee further proposes that Noel Abdayem is elected as a new member of the board of directors for the same period.

The nomination committee proposes that Dajana Mirborn is re-elected as chairman of the board of directors.

The nomination committee finally proposes that the registered accounting firm BDO Mälardalen AB is re-elected as auditor for the period until the close of the next annual general meeting. BDO Mälardalen AB has informed that the authorised public accountant Carl-Johan Kjellman (who is the company’s current auditor-in-charge) will be appointed as auditor-in-charge if the annual general meeting resolves on re-election in accordance with the nomination committee’s proposal. The proposal regarding the election of auditor is in accordance with the audit committee’s recommendation.

Noel Abdayem, born in 1991, is the interim CEO of the company and founder of the subsidiary The Humble Co AB. Noel is a licensed dentist and has as an entrepreneur been awarded by, among others, H.M. King Carl XVI Gustaf as Årets nybyggare, Årets unga företagare, EY Entrepreneur of the Year and the Prince Daniel entrepreneurship award. He is, through the company NCPA Capital AB, the fourth largest shareholder in the company. Noel was a member of the board of directors of the company until October 2025 when he assumed the position of interim CEO of the company.

A presentation of the proposed board members, including an assessment of their independence in relation to the company, the company management and major shareholders, is available on the company’s website (www.humblegroup.com).

Item 11: Resolution on guidelines for remuneration to the senior executives
The board of directors proposes that the annual general meeting resolves on guidelines for remuneration to senior executives in accordance with the below.

Introduction
The purpose of these guidelines is for Humble Group AB, Reg. No. 556794-4797 (the “Company”), to fulfil its obligations in remuneration matters pursuant to the Swedish Companies Act (2005:551) and the rules on remuneration of the board and executive management and on incentive programmes issued by the Swedish Stock Market Self-Regulation Committee. The guidelines shall apply to remuneration to the Company’s CEO and other members of the executive management. The guidelines also apply, where applicable, to any remuneration to the members of the board of directors in addition to director’s fees.

These guidelines replace the guidelines adopted by the annual general meeting on 22 May 2024. These guidelines are applicable to future remuneration, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting. Remuneration may consist of fixed salary, variable cash remuneration, pension benefits and other customary benefits. In addition, the general meeting may, irrespective of these guidelines, resolve on share or share price-related remuneration.

Principles
The Company is a leading group at the forefront of functional foods and sustainable products. The business model is to actively identify, evaluate and acquire profitable, cash-generating and market-leading companies within the Company’s niche. This business model requires skilled employees and management.

Ensuring the success of the company’s business model, long-term interests and sustainability requires the Company to be an attractive employer. This success requires an attractive remuneration package in order to be able to recruit and retain skilled senior executives. Consequently, the total remuneration shall be competitive, in line with market practice and linked to the relevant person’s responsibilities and performance. All remuneration covered by these guidelines shall aim to promote the Company’s business strategy, long-term interests and sustainability. Variable cash remuneration covered by these guidelines shall aim to promote the Company’s business strategy and long-term interests, including its sustainability.

Forms of remuneration
The remuneration shall be in line with market conditions and may, as stated above, consist of fixed salary, variable cash remuneration, pension benefits and other customary benefits. The general meeting may also, irrespective of these guidelines, resolve on, among other things, share and share price-related remuneration.

Fixed salary
The fixed salary for the Company’s management shall be in line with market conditions and determined taking into account competence, responsibilities and performance.

Variable cash remuneration
The board of directors may resolve on variable cash remuneration to the Company’s executive management, linked to certain criteria that shall support the Company’s business strategy. The criteria, weighting, levels and conditions for such cash remuneration may vary from year to year to reflect Humble’s business priorities, financial targets and non-financial targets. The performance period in relation to criteria for the payment of variable cash remuneration must be measurable over a period of one or more years. The total variable cash remuneration may not amount to more than 70 percent of the total remuneration during the performance period for the CEO and 50 percent for other senior executives, respectively. Details of such cash remuneration and a description of how it supports the business strategy shall be presented in the annual remuneration report.

Additional variable cash remuneration may be awarded in extraordinary circumstances. Such extraordinary remuneration shall be limited in time and only made on an individual basis, such as for the purpose of attracting or retaining senior executives, and may include a one-time cash payment as remuneration for extraordinary work efforts beyond the person’s ordinary duties, a retention bonus or severance pay upon a change of control or similar. Such remuneration may not exceed 50 percent of the total annual remuneration and may not be paid more than once a year and per person. Any decision on such remuneration shall be made by the board of directors.

Pension and benefits
Pension terms for the Company’s management shall be in line with prevailing market practice for comparable positions within their relevant markets. These terms shall either follow defined contribution standards, including health insurance, or a joint pension plan. Variable cash remuneration shall not be pensionable, and pension contributions shall not exceed 30 percent of the total annual remuneration, unless required by mandatory collective agreements.

Other benefits may include, among other things, life insurance, health insurance, health and fitness programs and company car. The aggregate value of such remuneration may not exceed 10 percent of the total annual remuneration.

For employments governed by rules other than Swedish, pension benefits and other customary benefits may be duly adjusted for compliance with mandatory rules or local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Long-term share and share price-related incentive programs
Long-term share and share price-related incentive programs are resolved upon by the general meeting and these guidelines shall not apply to such remuneration. However, the board of directors shall annually evaluate the need for share-related incentive programs and, where necessary, submit proposals to the annual general meeting.

The aim of proposing a long-term share and share price-related incentive program shall be to create a long-term commitment to the Company, to attract and retain senior executives and other key persons as well as to ensure the shareholder perspective. Long-term share and share price-related incentive programs, if any, may constitute a complement to the fixed salary and the variable cash remuneration, with participants to be invited to participate based on, among other things, competence and performance. The outcome shall be dependent on the fulfilment of certain predetermined performance requirements that shall ensure shareholder value, such as growth, profitability and capital efficiency.

Remuneration to members of the board of directors
If a member of the board of directors (including through a wholly-owned subsidiary) should carry out services to the Company in addition to the board assignment, specific cash remuneration may be paid for such services, provided that such services promote the implementation of the Company’s business strategy and the safeguarding of the Company’s long-term interests, including its sustainability. Such services shall be remunerated in line with market conditions, and be decided by the board of directors.

Termination of employment
The notice period for a senior executive shall, as a general rule, be no more than six months. However, the board of directors shall be entitled to resolve on the allocation between the length of the notice period and any severance pay, provided that the aggregate amount of fixed cash salary during the notice period and severance pay does not exceed twelve months’ fixed cash salary for such senior executive. In addition, the board of directors shall, if deemed to be in the Company’s interest with regard to the circumstances in the individual case, be entitled to resolve on a notice period of no more than nine months.

Criteria for the payment of variable cash remuneration
Variable cash remuneration shall be linked to measurable criteria, which can be financial or non-financial. The criteria may be quantified or qualified targets and may be individualized. The criteria should be designed to actively contribute to the Company’s overall business strategy and long-term objectives, including sustainability. At the end of the measurement period for fulfilment of the criteria, the extent to which the criteria have been fulfilled shall be assessed. The evaluation shall be carried out in accordance with the Company’s Instructions for the Remuneration Committee.

The Company may, if deemed necessary, reclaim variable remuneration already paid on incorrect grounds.

Salary and terms and conditions of employment for employees
In preparing the board of directors’ proposals for these remuneration guidelines, the remuneration and terms and conditions of employment for the Company’s employees have been taken into account. This was made by including information on the total remuneration of employees and the components and evolution of the remuneration over time as part of the remuneration committee’s and the board of directors’ assessment of the appropriateness of the guidelines and the resulting limitations.

Decision-making process for establishing, reviewing and implementing the guidelines
The remuneration committee’s tasks include preparing the board of directors’ decision to propose guidelines for remuneration to senior executives. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit them to the annual general meeting. The guidelines shall remain in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate any programmes for variable remuneration to the Company’s management, the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and levels in the Company. Executives shall not participate in the board of directors’ processing of and resolutions on remuneration-related matters, in order to avoid conflicts of interest.

Deviation from the guidelines
The board of directors may decide to temporarily deviate from the adopted guidelines, in whole or in part, if in a particular case a deviation is necessary to serve the long-term interests of the Company, including its sustainability, or to ensure the financial stability of the Company.

Description of significant changes to the guidelines and how shareholders’ views have been considered
In relation to the current guidelines adopted by the annual general meeting on 22 May 2024, the following significant changes are proposed: (i) the notice period for a senior executive shall, as a general rule, be no more than six months, whereby the board of directors is additionally given the possibility to, in individual cases, resolve on a period of notice of no more than nine months, and (ii) the introduction of a provision on the right for a board member to receive special cash remuneration in the event that the board member (including through a wholly-owned company) performs services for the Company beyond the board assignment.

The board of directors has not received any comments from shareholders regarding the guidelines adopted by the annual general meeting on 22 May 2024.

Item 12: Resolution on an authorisation for the board of directors to resolve on acquisitions and transfers of treasury shares
The board of directors proposes that the annual general meeting authorises the board of directors to, at one or several occasions during the period up until the next annual general meeting, resolve upon acquisitions and transfers of ordinary shares in the company on the following terms.

(a) Acquisition of shares in the company shall take place on Nasdaq Stockholm.
(b) Acquisitions may only be made by a maximum of so many shares that, at any given time, the company’s own holdings do not exceed ten (10) percent of all shares in the company.
(c) Acquisition of shares shall be made in accordance with the price limitations set out in the Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which states that shares may not be purchased 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 purchase is carried out. Repurchase of shares may not be made at a price lower than the lowest price at which an independent purchase can be made. Should the board of directors assign a member of the exchange to accumulate a certain amount of the company’s own shares by proprietary trading during a certain time period and on the day of delivery pay for the shares, acquisition may be made at a price corresponding to the volume weighted average price for the market as a whole for such period of time, even if the volume weighted average price falls outside the range of prices on the day of delivery.
(d) Payment for the shares shall be made in cash.
(e) Transfer of shares according to the authorisation may comprise all treasury shares held by the company from time to time.
(f) Transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.
(g) Transfers of shares outside of Nasdaq Stockholm or another regulated market may be made against payment in cash, in kind or by way of set-off. The price shall be established so that the transfer is made on terms corresponding to the terms for relevant incentive programs, in accordance with current or future contractual obligations of the company or any group company (e.g., as payment for acquisitions) or otherwise on market terms.
(h) Transfers of shares may be made with deviation from the shareholders’ preferential rights.
(i) The authorisation may be exercised on one or more occasions during the period up until the annual general meeting 2027.
The purpose of the proposed authorisation is to enable (i) adapting the capital structure of the company to its capital needs from time to time, (ii) flexibility in transactions by means of paying with shares, and (iii) flexibility in incentive programs; and thereby contribute to an increased shareholder value.

The board of directors or the CEO shall have the right to resolve on the other terms for transfer of treasury shares in accordance with the authorisation. The board of directors or the CEO shall have the right to make such minor adjustments in this resolution that may be necessary in connection with the registration of the authorisation.

Majority requirements
A resolution pursuant to this item 12 is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting.

Item 13: Resolution on an authorisation for the board of directors to resolve on the issuance of shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, during the period before the annual general meeting 2027, at one or several occasions, resolve to issue ordinary shares, convertibles that may be converted into ordinary shares and/or warrants that may be exercised for subscription for new ordinary shares. Subscription for shares, convertibles or warrants shall be paid for in cash, by way of set-off or in kind. The authorisation shall be limited whereby the board of directors may not resolve to issue shares, convertibles or warrants in such a way that the total number of ordinary shares that are issued, issued through the conversion of convertibles or issued through the exercise of warrants, exceeds 10 percent of the total number of shares in the company at the time when the authorisation is exercised by the board of directors for the first time.

The purpose of the authorisation is to increase the financial flexibility of the company and the general scope of the board of directors. In the event that the board of directors resolves on issuance with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to strengthen the financial position of the company in a time and cost-effective manner or to enable the use of shares as payment for, or financing of, acquisitions of companies or businesses (including payment of earn-outs) or for the company’s operations in general.

Majority requirements
A resolution pursuant to this item 13 is only valid where supported by shareholders holding not less than two-thirds of the votes cast and the shares represented at the annual general meeting.

Item 14: Resolution on (a) implementing an incentive program, (b) issue of warrants of series 2026/2029, and (c) approval to transfer warrants

Item 14(a): Resolution on implementing an incentive program

The incentive program in brief
The board of directors proposes that the annual general meeting resolves to implement an incentive program consisting of no more than 2,000,000 warrants of series 2026/2029 for existing and future senior executives and key employees within the Humble group (the “Incentive Program”). The right to acquire warrants shall be granted to the company’s incoming CEO Anders Fredriksson, members of the group management and senior key persons as well as other key persons within the group (including future members of the group management, future senior key persons and other future key persons within the group). The company’s interim CEO, Noel Abdayem, shall have the right to participate in the Incentive Program (belonging to group 1). Board members who are not operationally active in the company shall not be allotted any warrants under the Incentive Program.

The purpose of the Incentive Program is to create conditions for retaining and recruiting competent personnel in the company, to increase the participants’ motivation, loyalty to the company and alignment of interests with the company’s shareholders, and to promote own shareholding in the company and thereby promote shareholder value and long-term value creation in the company. Since the warrants are acquired by the participants at market value and require a positive share price development for the company, no performance criteria are imposed for the exercise. All participants in the Incentive Program shall enter into an agreement with the company which shall contain the detailed terms and conditions for the participants’ right to retain and exercise the allotted warrants.

Dilution
Upon full subscription with the support of all new warrants, 2,000,000 new ordinary shares may be issued (subject to any recalculation of the number of shares pursuant to the terms and conditions of the warrants), corresponding to a dilution of approximately 0.4 percent of the total number of shares and votes in the company as of the date of this notice. The complete terms and conditions of the warrants contain a so-called net strike formula. Upon subscription through net strike, the number of shares subscribed for is reduced, which reduces the dilution effect for existing shareholders.

Preliminary valuation, costs and effects on key figures
The market value of a warrant of series 2026/2029 is, according to a preliminary valuation performed by PwC, as an independent valuation institute, applying the Black & Scholes valuation model, calculated at SEK 0.66 per warrant based on the following assumptions: (i) a share price of SEK 7.30 (corresponding to the closing price of the company’s ordinary share on Nasdaq Stockholm on 13 March 2026), (ii) a strike price of SEK 10.95 (corresponding to 150 percent of the share price of SEK 7.30), (iii) a value cap of SEK 18.25 (corresponding to 250 percent of the share price of SEK 7.30), (iv) a volatility of 34 percent, (v) a risk-free interest rate of 2.2 percent, (vi) total dividends of SEK 0 per share during the period up until the warrants may be exercised, and (vii) a term of 3 years.

As the warrants within the Incentive Program shall be transferred to the participants at market value at the time of the transfer, the Incentive Program itself is not expected to incur any costs for the company apart from certain limited costs in the form of fees for external consultants and costs relating to the administration of the program.

The Incentive Program is, based on the assumptions above, estimated to have a marginal effect on the company’s result per share and other key figures. No hedging measures in respect of the Incentive Program have been taken or are planned to be taken.

Preparation of the proposal
The principles for the Incentive Program have been prepared by the company’s board of directors and its remuneration committee and have been addressed at board meetings.

Existing incentive programs

Warrant program adopted at the annual general meeting 2023
At the Annual General Meeting held on 19 May 2023, it was resolved on adoption of a warrant-based incentive program for existing and future senior executives and key employees within the Humble group as well as a directed issue of no more than 4,100,000 warrants of series 2023/2026 to the company and approval of transfer of no more than 4,100,000 warrants to company’s CEO, members of the group management and senior key persons as well as other key persons within the group. In total, 3,812,500 warrants of series 2023/2026 have been transferred to the participants in the program, entitling to subscription of no more than 3,812,500 shares in total, corresponding to a maximum dilution of approximately 0.8 percent.

Each (1) warrant of series 2023/2026 entitles to subscribe for one (1) share in the company during the period from and including 15 June 2026 up to and including 15 September 2026 at a subscription price of SEK 11.40 per share, corresponding to 150 percent of the volume-weighted average price of the company’s share during the period from and including 19 April 2023 up to and including 17 May 2023.

Warrant program adopted at the annual general meeting 2024
At the Annual General Meeting held on 22 May 2024, it was resolved on adoption of a warrant-based incentive program for existing and future senior executives and key employees within the Humble group as well as a directed issue of no more than 6,000,000 warrants of series 2024/2027 to the company and approval of transfer of no more than 6,000,000 warrants to company’s CEO, members of the group management and senior key persons as well as other key persons within the group. In total, 5,095,833 warrants of series 2024/2027 have been transferred to the participants in the program, entitling to subscription of no more than 5,095,833 shares in total, corresponding to a maximum dilution of approximately 1.1 percent.

Each (1) warrant of series 2024/2027 entitles to subscribe for one (1) share in the company during the period from and including 1 July 2027 up to and including 30 September 2027 at a subscription price of SEK 14.26 per share, corresponding to 150 percent of the volume-weighted average price of the company’s share during the period from and including 23 April 2024 up to and including 22 May 2024.

Incentive program adopted at the annual general meeting 2025
At the Annual General Meeting held on 21 May 2025, it was resolved on adoption of a long-term incentive program based on so-called hurdle shares for the CEO, the executive management and other key employees in the Humble group. Participation in the program requires the participants to, through a personal investment, acquire C 2025 shares in Humble Group AB (“Investment Shares”) at market value, which shall be determined by an independent financial advisor using the Black & Scholes valuation model based on market conditions at the time of transfer. The Investment Shares are intended to be unlisted hurdle shares that, subject to the price of the company’s ordinary share reaches a certain threshold on a predetermined date, are converted to ordinary shares in the company. The annual general meeting further resolved on authorization for the board of directors to resolve on a new issue of C 2025 shares and to repurchase the shares for subsequent transfer to the participants in the program. In total, 3,467,476 Investment Shares have been issued under the program which, subject to the net conversion to be applied in the conversion of the Investment Shares in accordance with the terms of the program, corresponds to a maximum dilution of approximately 0.8 percent. Further information about the company’s existing incentive programs is available in the company’s year-end report for the financial year 2025 and on the company’s website, www.humblegroup.com.

Item 14(b): Resolution on issue of warrants of series 2026/2029
The board of directors proposes that the annual general meeting resolves on an issue of warrants of series 2026/2029 on the following terms in order to implement the Incentive Program.

1. Number of warrants issued
The company shall issue not more than 2,000,000 warrants of series 2026/2029.

2. Right to subscribe
The right to subscribe for the warrants of series 2026/2029 shall, with deviation from the shareholders’ preferential rights, be granted to the company itself. The company shall transfer warrants to the participants in accordance with item 14(c) below.

3. Oversubscription
Oversubscription cannot take place.

4. Issue price
The warrants are issued free of charge.

5. Subscription period
The warrants shall be subscribed for on a separate subscription list not later than 21 August 2026. The board of directors is entitled to extend the subscription period.

6. The warrants
    (i) Each warrant entitles the holder to subscribe for one (1) new ordinary share in the company during the period from and including 22 August 2029 (however, no earlier than the day after the publication of the company’s interim report for the period January-June 2029) up to and including 30 September 2029. The board of directors is entitled to extend the subscription period in the event that any participant is prevented from subscribing for shares due to insider or market abuse legislation.
    (ii) The subscription price upon exercise of warrants shall be an amount corresponding to 150 percent of the volume-weighted average price of the company’s ordinary share on Nasdaq Stockholm during the period from and including 20 July 2026 up to and including 24 July 2026. The board of directors shall be entitled to postpone the measurement period for the price if an independent valuer assesses that the share price development during the application period for the acquisition of warrants results in the valuation of the warrants based on the measurement period ending on 24 July 2026 deviating from the market value of the warrants during the application period. The subscription price for the warrants shall be rounded to the nearest whole SEK 0.10, whereby SEK 0.05 shall be rounded down. The subscription price may not be lower than the quota value of the share. The difference between the subscription price and the quota value of the shares shall be allocated to the company’s unrestricted share premium reserve.
    (iii) Warrants held by the company that have not been transferred in accordance with item 14(c) may be cancelled following a resolution by the board of directors of the company. Cancellation shall be notified to the Swedish Companies Registration Office for registration.
    (iv) The newly subscribed shares shall entitle to dividends for the first time on the record date for dividends that occurs closest after the new shares have been registered with the Swedish Companies Registration Office and entered into the share register maintained by Euroclear.
    (v) Pursuant to the complete terms and conditions of the warrants, the subscription price and the number of shares to which each warrant entitles to subscription may be subject to recalculation in the event of a share split, reverse share split, rights issue and similar actions in accordance with customary recalculation terms. In addition, the date on which the warrants may be exercised may be advanced or postponed in certain cases. The complete terms and conditions for the warrants will be available at the company’s address Ingmar Bergmans gata 2, SE-114 34 Stockholm, Sweden and on the company’s website, www.humblegroup.com, no later than three weeks prior to the annual general meeting. The complete terms and conditions will be sent to shareholders who so request and provide their address.
    (vi) The warrants are subject to a value cap. If the volume-weighted average price of the company’s ordinary share on Nasdaq Stockholm during the five trading days commencing the exercise period exceeds 250 percent of the volume-weighted average price of the company’s ordinary share on Nasdaq Stockholm during the period from and including 20 July 2026 up to and including 24 July 2026 (or, where applicable, such later measurement period for the price in accordance with item (ii) above), a recalculated lower number of shares to which each warrant entitles to subscription shall apply.
    (vii) In addition, recalculation upon subscription of shares shall be made through a so-called net strike formula (cashless exercise). Net strike means that the holder, upon exercise of the warrant, pays a reduced subscription price (corresponding to the quota value) for subscription of shares, in return for receiving a reduced number of shares (corresponding to the net value of the warrant after deduction of the original subscription price). Upon subscription through net strike, the dilution effect for existing shareholders is reduced, as is the capital contribution to the company.

7. Other information
The increase in the company’s share capital will, upon full exercise of the warrants, amount to not more than SEK 440,000, subject to the recalculation of the number of shares that each warrant entitles to subscription for that may occur in accordance with the complete terms and conditions for the warrants. If the exercise price exceeds the quota value of the shares, the excess amount shall be allocated to the unrestricted share premium reserve.

8. Reasons for deviation from the shareholders’ preferential rights etc.
The reasons for deviation from the shareholders’ preferential rights are to implement the Incentive Program in order to create conditions for retaining and recruiting competent personnel in the company, to increase the participants’ motivation, loyalty to the company and alignment of interests with the company’s shareholders, and to promote own shareholding in the company and thereby promote shareholder value and the company’s long-term value creation.

Item 14(c): Approval to transfer warrants
The board of directors proposes that the annual general meeting resolves to approve that the company transfers not more than 2,000,000 warrants of series 2026/2029 to the company’s incoming CEO Anders Fredriksson, members of the group management and senior key persons as well as other key persons within the group in accordance with the following terms.

Allotment
Allotment of warrants shall be determined by the company’s board of directors in accordance with the following guidelines.

    (i) The company’s incoming CEO Anders Fredriksson may be allotted not more than 700,000 warrants, participants belonging to group 1 (up to five members of the group management) may be allotted not more than 300,000 warrants each and participants belonging to group 2 (up to 40 other key persons) may be allotted not more than 100,000 warrants each. The maximum number of warrants of series 2026/2029 allotted to the participants may, however, not exceed 2,000,000 warrants. The company’s interim CEO, Noel Abdayem, shall have the right to participate in the Incentive Program (belonging to group 1). Board members who are not operationally active in the company shall not be allotted any warrants.
    (ii) Allotment of warrants shall take place no later than 21 August 2026. The board of directors of the company shall be entitled to extend the allotment period. Allotment may only take place to the extent that the total number of warrants 2026/2029 allocated under the Incentive Program does not exceed 2,000,000 warrants. The last day for allotment pursuant to this item (ii) shall, however, not apply to warrants that have not been transferred in accordance with item (iii), warrants that the board of directors has resolved to withhold in accordance with item (iv) or that have been repurchased in accordance with item (v).
    (iii) If any person who has been allotted a right to acquire warrants does not wish to acquire his or her full allotment, such non-acquired warrants shall be included in the number of non-allotted warrants that may be offered to other existing and newly hired/promoted persons belonging to the groups set out in item (i) above in connection with the initial offer to the participants or at a later date, taking into account the maximum number of warrants that may be allotted to participants within each group pursuant to item (i) above.
    (iv) The board of directors may, in addition to the non-allotted warrants set out in item (iii), resolve to withhold a number of non-allotted warrants for newly hired/promoted persons belonging to the groups set out in item (i) to be allotted at a later occasion, including after the date set out in item (ii), taking into account the maximum number of warrants that may be allotted to participants within each group pursuant to item (i) above.
    (v) In connection with the transfer of warrants to the participants, the company shall reserve the right to repurchase warrants if a participant’s employment or assignment within the group ends or if a participant wishes to transfer his or her warrants. Such repurchased warrants may be re-allotted in accordance with items (i), (iii) and (iv) above.

Warrants allotted to participants in accordance with items (iii), (iv) and (v) after the date set out in item (ii) may have a shorter term than three years. The board of directors justifies this shorter term by the fact that it is in the company’s interest that newly hired/promoted persons receive a competitive incentive that creates alignment of interests with the company’s shareholders. Without the possibility to offer corresponding incentives for newly hired/promoted persons as for other employees, it will be more difficult for the company to recruit and promote key persons, which may make it more difficult for the company to recruit and retain talent and ultimately affect shareholder value and the company’s long-term ability for value creation. Notwithstanding the above, the company’s incoming CEO Anders Fredriksson shall, in accordance with the warrant agreement to be entered into with the company in connection with the allotment of his warrants, undertake not to exercise his warrants before the date falling three (3) years after the date on which he assumes the position of CEO of the company.

Price and payment etc.
Payment for allotted warrants shall be made in cash not later than 25 August 2026. The board of directors is entitled to extend the payment period. For acquisitions made by new employees, the board of directors shall determine a corresponding payment date.

The warrants shall be acquired by the participants at market price, which shall be determined in accordance with the Black & Scholes valuation model. The valuation shall be carried out by an independent valuer or audit firm. If the independent valuer or audit firm considers that the valuation is outdated at the time of application for acquisition, the valuation shall be based on a corresponding measurement period closer to the application period. For acquisitions made by new employees after the expiry of the initial application period, a new market price shall be determined in the same manner.

The market value of a warrant of series 2026/2029 is, according to a preliminary valuation performed by PwC, as an independent valuation institute, applying the Black & Scholes valuation model, calculated at SEK 0.66 per warrant based on the following assumptions: (i) a share price of SEK 7.30 (corresponding to the closing price of the company’s ordinary share on Nasdaq Stockholm on 13 March 2026), (ii) a strike price of SEK 10.95 (corresponding to 150 percent of the share price of SEK 7.30), (iii) a value cap of SEK 18.25 (corresponding to 250 percent of the share price of SEK 7.30), (iv) a volatility of 34 percent, (v) a risk-free interest rate of 2.2 percent, (vi) total dividends of SEK 0 per share during the period up until the warrants may be exercised, and (vii) a term of 3 years.

Authorisations
The general meeting authorises the board of directors or any person appointed by the board of directors to execute the resolutions pursuant to items 14(a)–(c) above.

The board of directors or any person appointed by the board of directors shall be entitled to make such minor adjustments to the resolutions as may be required in connection with the registration of the resolutions with the Swedish Companies Registration Office and Euroclear or due to applicable laws, rules, regulations or market practice.

Majority requirements
A resolution pursuant to this item 14 is only valid where supported by shareholders holding not less than nine-tenths of the votes cast and the shares represented at the annual general meeting. The resolutions under items (a)–(c) above are proposed to be conditional upon each other and all resolutions are therefore proposed to be adopted as one resolution.

Number of shares and votes
As of the date of this notice, the total number of shares in the company is 452,831,482, of which 449,364,006 constitute ordinary shares, corresponding to 449,364,006 votes, and 3,467,476 constitute C 2025 shares, corresponding to 346,747.6 votes. The company does not hold any treasury shares as of the date of this notice.

Shareholders’ rights to request information
The board of directors and the CEO shall, if requested by a shareholder and the board of directors believes that it can be done without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances that may affect the assessment of the company’s financial position. The obligation to provide information shall also apply to the company’s relationship with another group company, the consolidated accounts and such circumstances regarding subsidiaries that are referred to in the preceding sentence.

Documents
The complete proposals and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company’s website (www.humblegroup.com), not later than three weeks prior to the annual general meeting. The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Humble Group AB, ”Annual General Meeting”, Ingmar Bergmans gata 2, SE-114 34 Stockholm, Sweden or by e-mail to ir@humblegroup.com.

Processing of personal data
Personal data obtained from the share register, notices of attendance at the general meeting and information regarding proxies will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the general meeting.

For more information on how personal data is processed in connection with the general meeting, please refer to Euroclear’s privacy notice that is available on Euroclear’s website (www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammor-engelska.pdf).

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Stockholm in March 2026
Humble Group AB
The board of directors