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30/03/2026 Regulatory press release

Notice of Annual General Meeting in Asker Healthcare Group AB (publ)

Asker Healthcare Group AB (publ), Reg. No. 559184-9848 (“Asker” or the “Company”), with its registered office in Danderyd, gives notice of the Annual General Meeting to be held on 7 May 2026 at 13.30 CEST at Industrisalen, Näringslivets hus, Storgatan 19, SE-114 51 Stockholm, Sweden. Registration starts at 13.00 CEST.

 

Right to participate in the Annual General Meeting and notice of participation

 

Participation in the Annual General Meeting at the venue

 

A shareholder who wishes to participate in the Annual General Meeting at the venue, in person or represented by a proxy, must:

(i)                  be recorded as a shareholder in the share register maintained by Euroclear Sweden AB (“Euroclear”) relating to the circumstances on Tuesday 28 April 2026, and

(ii)                no later than Thursday 30 April 2026 give notice by post to Asker Healthcare Group AB (publ), c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, via e-mail to [email protected], or by telephone +46 8 402 91 33. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

 

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.asker.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Annual General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than Wednesday 6 May 2026.

 

Participation by voting in advance

 

A shareholder who wishes to participate in the Annual General Meeting by voting in advance must (i) be recorded as a shareholder in the share register maintained by Euroclear relating to the circumstances on Tuesday 28 April 2026, and (ii) give notice no later than Thursday 30 April 2026, by casting its advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than on that day.

 

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

 

A special form shall be used when advance voting. The advance voting form is available on the Company’s website www.asker.com. A completed and signed form may be submitted by post to Asker Healthcare Group AB (publ), c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or via e-mail to [email protected]. The completed form shall be received by the Company not later than Thursday 30 April 2026. Shareholders who are natural persons may also cast their votes electronically through BankID verification via Euroclear’s website, https://www.euroclear.com/sweden/generalmeetings/. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

 

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the Company’s website www.asker.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraws its cast advance vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

 

Nominee-registered shares

 

To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Tuesday 28 April 2026. Such re-registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Thursday 30 April 2026 are taken into account when preparing the share register.

 

Proposed agenda

 

  1. Opening of the Annual General Meeting
  2. Election of chairperson of the Annual General Meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Determination of whether the Annual General Meeting has been duly convened
  7. Presentation by the CEO
  8. Presentation of the annual report and the auditor’s report, as well as the consolidated annual report and the consolidated auditor’s report
  9. Resolution regarding the adoption of the profit and loss statement and the balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet
  10. Resolution regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet
  11. Resolution regarding discharge from liability of the members of the Board of Directors and the CEO
  12. Resolution on number of members of the Board of Directors and auditors
  13. Resolution on fees for members of the Board of Directors and auditors
  14. Election of members of the Board of Directors, Chair of the Board and auditors
  15. Resolution on approval of the Board of Directors’ remuneration report
  16. Resolution to amend the instructions for the Nomination Committee
  17. Proposal to resolve to adopt a long-term performance-based investment share program:

a)      resolution to adopt a long-term performance-based investment share program

b)      resolution on authorisation for the Board of Directors to issue class C shares, repurchase issued class C shares and to transfer own ordinary shares

c)      resolution on equity swap agreement with a third party

  1. Resolution on authorisation for the Board of Directors to resolve on share issue, warrants and/or convertibles
  2. Closing of the Annual General Meeting

 

Proposed resolutions

 

Election of chairperson of the Annual General Meeting (item 2)

 

The Nomination Committee proposes that Amanda Knutsson, member of the Swedish Bar Association, from Advokatfirman Vinge, or in case she has an impediment, the person assigned by the Nomination Committee instead, is elected as chairperson of the Annual General Meeting.

 

Resolution regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet (item 10)

 

The Board of Directors proposes that the Annual General Meeting resolves on a dividend to the shareholders of SEK 0.39 per share for the financial year 2025. The record day for dividend is proposed to be on Monday 11 May 2026. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed through Euroclear on Friday 15 May 2026.

 

Resolution on number of members of the Board of Directors and auditors (item 12)

 

The Nomination Committee proposes that the Board of Directors shall consist of six (6) board members without deputy board members and one registered auditing company as

auditor without deputy auditors.

 

Resolution on fees for members of the Board of Directors and auditors (item 13)

 

The Nomination Committee proposes that the fees shall amount to SEK 1,000,000 to the Chair of the Board of Directors, SEK 430,000 to the other members of the Board of Directors, SEK 200,000 to the Chair of the Audit Committee, SEK 100,000 to the other members of the Audit Committee, SEK 100,000 to the Chair of the Remuneration Committee and SEK 60,000 to the other members of the Remuneration Committee.

 

The Nomination Committee also proposes that fees to the auditors shall be paid in accordance with approved invoices.

 

Election of members of the Board of Directors, Chair of the Board and auditors (item 14)

 

The Nomination Committee proposes that Mikael Stöhr is appointed as new Chair of the Board and member of the Board of Directors, that Joachim Zetterlund is appointed as new member of the Board of Directors and re-election of the members of the Board of Directors Birgitta Stymne Göransson, Karl Petersson, Mikael Vinje and Nina Linander.

 

The Nomination Committee proposes re-election of Ernst & Young AB for the period until the end of the next Annual General Meeting.

 

Information regarding the Nomination Committee's proposal for new Chair and member of the Board of Directors

 

Mikael Stöhr, born in 1970, LL.M. from Lund University, is currently Chair of the Board of Coor and Hjo Installation and Board member of Werksta Group. He has board experience from several companies, including Ambea and SJ. Mikael also has many years of experience in leading companies, including as CEO of Coor, Consolis Group, Green Cargo and AxIndustries. Mikael Stöhr is independent in relation to the Company, the Group Management and the Company’s major shareholders. Mikael Stöhr does not hold any shares in Asker.

 

Joachim Zetterlund, born in 1963, education in advanced marketing at IHM, is currently a Board member of Allurity, Soltech Energy Sweden, iLOQ and FörlagsSystem JAL and has broad experience of leading several companies in various industries. Joachim Zetterlund is independent in relation to the Company, the Group Management and the Company’s major shareholders. Joachim Zetterlund does not hold any shares in Asker.

 

Resolution to amend the instructions for the Nomination Committee (item 16)

 

The Nomination Committee proposes that the following principles for the composition and work of the nomination committee of the Company shall be in effect until the General Meeting resolves otherwise.

 

The composition of the nomination committee

 

The nomination committee shall prior to the Annual General Meeting be composed of representatives of the three largest shareholders of the Company in terms of votes, who are registered in the share register maintained by Euroclear Sweden AB as of 31 August each year and the Chair of the Board of Directors, who shall also convene the nomination committee to its first meeting. If any of the three largest shareholders in terms of votes, who are registered in the share register, does not exercise the right to appoint a member, the right to appoint a member shall pass to the next shareholder in line that does not already have the right to appoint a member to the nomination committee. The member who represents the largest shareholder in terms of votes shall be the Chair of the nomination committee, unless the members agree otherwise.

 

The names of the members of the nomination committee shall be published on the Company’s website as soon as the nomination committee has been appointed, no later than six months prior to the forthcoming Annual General Meeting. If a member has been appointed by a specific shareholder, the name of the shareholder shall be disclosed. The nomination committee is appointed for a term of office that starts when its composition is announced and ends when the composition of a new nomination committee is announced.

 

If a change in the Company's ownership structure occurs after 31 August, but before the date three months ahead of the forthcoming Annual General Meeting, and if a shareholder after this change has become one of the three largest shareholders in terms of votes, registered in the share register of the Company, that shareholder shall have the right to appoint a member to replace the member appointed by the shareholder who, after the change in the ownership structure, is no longer among the three largest shareholders in the Company in terms of votes, provided that the shareholder notifies the nomination committee in writing of this change and its intention to appoint a new member as soon as possible after the change has occurred. Upon receipt of such notification, the nomination committee shall promptly facilitate the replacement of the member. If the change in the Company’s ownership structure is only marginal, the shareholder that has become one of the three largest shareholders of the Company in terms of votes shall only have these rights provided that special conditions apply.

 

If a member leaves the nomination committee before its work is completed, or if a member is unable to fulfill his/her duties and the nomination committee finds it desirable to appoint a substituting member, the nomination committee shall invite the shareholder that appointed such member to appoint a new member within reasonable time, or, if such shareholder is no longer one of the largest shareholders in terms of votes, request that the next shareholder in line that has not already appointed or refrained from appointing a member of the nomination committee, appoints a new member. Changes to the composition of the nomination committee shall be announced as soon as they occur.

 

The nomination committee’s duties

 

The nomination committee shall perform its assignments in accordance with this instruction and applicable rules. The assignments include, among other things, to present proposals regarding:

  • Chairperson of the Annual General Meeting;
  • number of Board members, composition of the Board of Directors and Chair of the Board of Directors;
  • remuneration to the Chair and other Board members not employed by the Company, and compensation for committee work;
  • external auditor or auditing firm (if applicable) and compensation to the external auditor or auditing firm (if applicable); and
  • changes to the instruction for the nomination committee, if any.

 

In the event of an Extraordinary General Meeting, the nomination committee shall present proposals for the elections to take place at the meeting, where relevant.

 

The nomination committee’s proposals shall be presented in the notice to the relevant general meeting and shall also be presented on the Company’s website. In connection with the notice, the nomination committee shall also provide a statement on the Company’s website explaining its proposals for Board members, pursuant to the requirements in the Swedish Corporate Governance Code. The statement shall also contain a short description of how the work of the nomination committee has been conducted.

 

At least one member of the nomination committee shall always attend the Annual General Meeting and present the reasons for the nomination committee’s proposals (if any).

 

Remuneration to the nomination committee

 

No remuneration shall be paid to members of the nomination committee. The Company shall however cover all reasonable expenses that are required for the work of the nomination committee.

 

Proposal to resolve to adopt a long-term performance-based investment share program (item 17)

 

The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term performance-based investment share program for Group Management Team and other key employees within the Asker group in accordance with item 17(a) – 17(c) below. The structure of the proposed incentive program is in material respects similar to the structure of the long-term performance-based share incentive program resolved upon at the Extraordinary General Meeting in August 2025.

 

The resolutions under items 17(a) – 17(b) are proposed to be conditional upon each other. Should the majority requirement for item 17(b) below not be met, the Board of Directors proposes that the Company shall be able to enter into an equity swap agreement with a third party in accordance with item 17(c) below and the resolutions under items 17(a) and 17(c) shall then be conditional upon each other.

 

Resolution to adopt a long-term performance-based investment share program (item 17(a))

 

Summary of the program

 

The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term performance-based investment share program (the “Plan 2026”). The Plan 2026 is proposed to include not more than approximately 130 employees within the Asker group.

 

The participants in the Plan 2026 are required to invest in ordinary shares, directly or through a company, in Asker (“Investment Shares”). Investment Shares held under the Plan 2026 entitle each participant to receive “Performance Share Rights”, whereby each Performance Share Right entitles the participant to receive one “Performance Share” free of charge subject to the performance conditions being fulfilled and in accordance with the terms set out below.

 

The rationale for the proposal

 

The rationale for the Plan 2026 is to create conditions for motivating and retaining key employees of the Asker group. It is important to Asker’s decentralised and entrepreneurial business model that targets of the participants are aligned with those of the Company, including the Company’s business strategy, long-term interest and sustainable business. It is also important to increase the motivation of meeting and exceeding Asker’s financial targets. The Board of Directors’ view is that it is desirable that the Group Management Team and other key employees within the Asker group are shareholders and thereby have aligned interests with the Company’s shareholders.

 

By offering an allotment of Performance Share Rights, the participants are rewarded for increased shareholder value. Further, the Plan 2026 rewards key employees’ loyalty and long-term value growth in the Company. Against this background, the Board of Directors is of the opinion that the adoption of the Plan 2026 will have a positive effect on the Asker group’s future development and thus be beneficial for both the Company and its shareholders.

 

Investment

 

In order to participate in the Plan 2026, the participant must have made an investment, directly or through a company, in ordinary shares in Asker by investing in Investment Shares. The Investment Shares can either be shares already held or shares purchased on the market in connection with notification to participate in the Plan 2026 (but not investment shares allocated under the ongoing previous investment share program). Investment Shares held under the Plan 2026 will entitle the participant to receive Performance Share Rights, whereby each Performance Share Right, subject to the performance conditions, entitle the participant to receive one Performance Share free of charge.

 

Participants

 

The participants invited to participate in the Plan 2026 are divided into four categories:

(i)                  The Group CEO, members of the Group Management Team and Business Area Directors (approximately 11 employees): will be offered to invest a total of maximum 100,000 Investment Shares, where no individual will be offered less than 3,000 Investment Shares or more than 18,000 Investment Shares within the Plan 2026, entitling to an allotment of five Performance Share Rights per Investment Share,

(ii)                Country Management, or equivalent (approximately 15 employees): will be offered to invest a total of maximum 60,000 Investment Shares, where no individual will be offered less than 1,500 Investment Shares or more than 5,000 Investment Shares within the Plan 2026, entitling to an allotment of four Performance Share Rights per Investment Share,

(iii)               Local business leaders and senior key specialists (for example certain Local Managing Directors, General Managers and other senior leaders with significant profit and loss responsibility as well as senior key specialists) (approximately 50 employees): will be offered to invest a total of maximum 150,000 Investment Shares, where no individual will be offered less than 1,000 Investment Shares or more than 4,000 Investment Shares within the Plan 2026, entitling to an allotment of three Performance Share Rights per Investment Share, and

(iv)              Other key employees (including certain Managing Directors and other key employees of strategic importance to the Group) (approximately 55 employees): will be offered to invest a total of maximum 110,000 Investment Shares, where no individual will be offered less than 750 Investment Shares or more than 3,000 Investment Shares within the Plan 2026, entitling to an allotment of two Performance Share Rights per Investment Share.

 

Individual participants within the same category may receive varying allocations within the limits set out above to allow for certain flexibility in the detailed distribution within the Plan 2026.

 

In total, a maximum of 1,159,000 Performance Share Rights may be allocated to the participants in the Plan 2026, provided that the performance conditions set out below are fully met. The Company will compensate participants in the Plan 2026 for any dividends paid during the Vesting Period by increasing the number of Performance Shares that each Performance Share Right entitles to. Therefore, the total number of ordinary shares that may be transferred to participants amounts to 1,220,000 shares.

 

In order to enable control and create predictability regarding the maximum outcome per participant and the costs for the Plan 2026, the maximum value of the Performance Shares that can be allocated from each Performance Share Right is limited to 300 per cent of the volume-weighted average share price in the Company during the trading days in the month preceding allocation of Performance Share Rights. Should the value of the Performance Shares allocated on the date of allocation of Performance Shares exceed this amount, a proportional reduction in the number of Performance Shares to be allocated shall be made so that the amount is not exceeded.

 

Terms and conditions

 

A Performance Share Right may be exercised provided that the participant, with certain exceptions, from the start date of the Plan 2026, up to and including the publication of the Company’s interim financial report for the first quarter 2029 (the “Vesting Period”) has kept their Investment Shares and has maintained their employment within the Asker group.

 

In addition to the requirement for the participant’s maintained employment, the final number of Performance Share Rights which vest shall also be conditional upon the below listed performance conditions:

(i)                  An Adjusted EBITA growth measured as compound annual growth rate (CAGR),

(ii)                A reduction of Scope 1 and 2 CO2 emissions in line with SBTI targets, and

(iii)               Percentage of suppliers, based on purchase value, who have signed Asker’s Code of Conduct or an equivalent code (calculated as a percentage of COGS).

 

The performance conditions are split between the three independent conditions listed above with 85 per cent of the Performance Share Rights relating to the Adjusted EBITA growth, 7.5 per cent of the Performance Share Rights relating to a reduction of Scope 1 and 2 CO2 emissions in line with SBTI targets and 7.5 per cent of the Performance Share Rights relating to percentage of suppliers who have signed Asker’s Code of Conduct or an equivalent code.

 

Adjusted EBITA

 

The Adjusted EBITA growth is calculated as the CAGR between the year end result 2025 and the year end result 2028. Should the Company’s Adjusted EBITA growth amount to 17.5 per cent, all Performance Share Rights attributable to Adjusted EBITA vest. Should the Company’s Adjusted EBITA growth amount to 12.5 per cent, 50 per cent of the Performance Share Rights attributable to Adjusted EBITA vest. In the event of an Adjusted EBITA growth between 12.5 and 17.5 per cent, Performance Share Rights attributable to Adjusted EBITA vest linearly. An Adjusted EBITA growth of less than 12.5 per cent entails that no Performance Share Rights attributable to Adjusted EBITA vest.

 

ESG-targets

 

Should the reduction of Scope 1 and 2 CO2 emissions in line with SBTI targets be achieved (meaning a reduction amounting to at least 34 per cent at the end of 2028 vs base line), all Performance Share Rights attributable to the target shall vest. A reduction of less than 34 per cent entails that no Performance Share Rights attributable to this target vest.

 

Should the percentage of suppliers, based on purchase value, who have signed Asker’s Code of Conduct or an equivalent code be achieved (meaning suppliers covering at least 89 per cent of COGS at the end of 2028), all Performance Share Rights attributable to the target shall vest. A coverage of less than 89 per cent of COGS entails that no Performance Share Rights attributable to this target vest.

 

Other terms and conditions for the Performance Share Rights

 

The Performance Share Rights shall, in addition to what is set out above, be governed by the following terms and conditions:

  • Performance Share Rights are granted free of charge after adoption of the Plan 2026 and no later than 1 July 2026.
  • Performance Share Rights vest at the end of the Vesting Period and subject to the performance conditions being fulfilled.
  • Performance Share Rights may not be transferred or pledged.
  • The number of Performance Shares that each Performance Share Right entitles them to will be re-calculated in the event that changes occur in the Company’s equity capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures. Furthermore, in order to align the participants’ and the shareholders’ interests, the Company will compensate the participants for any dividends paid by increasing the number of Performance Shares that each Performance Share Right entitles them to.

 

Preparation and administration

 

The Board of Directors, or the remuneration committee, shall be responsible for preparing the detailed terms and conditions of the Plan 2026, in accordance with the above terms and conditions. In connection therewith, the Board of Directors, or the remuneration committee, shall be entitled to make adjustments to meet foreign regulations or market conditions as well take into account any share issuances. The Board of Directors, or the remuneration committee, may also make other adjustments if significant changes in the Asker group or its environment would result in a situation where the adopted terms and conditions of the Plan 2026 no longer serve their purpose or the rationale for the proposal.

 

Scope and costs of the Plan 2026

 

The Plan 2026 will be accounted for in accordance with IFRS 2 which stipulates that the Performance Share Rights should be recorded as personnel expenses during the Vesting Period.

 

Based on (i) that 1,159,000 Performance Share Rights are allotted, (ii) an annual increase in the share price of 15 per cent, (iii) an estimated annual turnover of personnel of 10 per cent, and (iv) that the performance conditions are fulfilled to 75 per cent, the expected annual IFRS costs amount to approximately SEK 13.8 million and annual social security costs of SEK 4.5 million, with a social security tax rate of 21 per cent.

 

Based on (i) that 1,159,000 Performance Share Rights are allotted, (ii) an annual increase in the share price of 20 per cent, (iii) an estimated annual turnover of personnel of 10 per cent, and (iv) that the performance conditions are fulfilled to 100 per cent, the expected annual IFRS costs amount to approximately SEK 18.4 million and annual social security costs of SEK 6.8 million, with a social security tax rate of 21 per cent.

 

Dilution

 

Upon maximum allotment of Performance Shares, including buffer for dividend compensation, and provided that the hedging arrangements in accordance with item 17(b) below are adopted by the Annual General Meeting, 1,220,000 ordinary shares will be possible to transfer to the participants under the Plan 2026, meaning a dilution of approximately 0.32 per cent of the outstanding number of ordinary shares and votes in the Company. Taking into account the number of shares that may be delivered under the plan 2025 approved by the Extraordinary General Meeting in August 2025, the maximum dilution is approximately 0.49 per cent of the outstanding number of ordinary shares and votes in the Company. The above calculations do not include recalculation pursuant to the terms and conditions other than buffer for dividend compensation.

 

Preparation of the proposal and previous incentive programs

 

The Company’s Board of Directors and its remuneration committee have prepared this Plan 2026, in consultation with external advisors. The Plan 2026 has been reviewed by the Board of Directors at a board meeting held in March 2026.

 

There is currently one ongoing long-term performance-based share incentive program in the Company, which was resolved upon at the Extraordinary General Meeting in August 2025. For a description of the plan, please see note 23 in the Company’s annual report 2025.

 

Resolution on authorisation for the Board of Directors to issue class C shares, repurchase issued class C shares and to transfer own ordinary shares (item 17(b)(i)–(iii))

 

The resolutions under item 17(b)(i)–(iii) are proposed to be conditional upon each other, as well as item 17(a), and are therefore proposed to be adopted in conjunction.

 

Authorisation for the Board of Directors to issue class C shares (item 17(b)(i))

 

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the Annual General Meeting 2027, on one or more occasions, to issue not more than 1,220,000 class C shares, each at quota value. With deviation from the shareholders’ preferential rights, the participating bank shall be entitled to subscribe for the issued class C shares at a subscription price corresponding to the quota value of the shares. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights in connection with the issue of class C shares is to ensure delivery of Performance Shares under the Plan 2026. The number of shares that can be issued is subject to recalculation in the event of a bonus issue, split, rights issue and/or other similar events.

 

Authorisation for the Board of Directors to resolve to repurchase own class C shares (item 17(b)(ii))

 

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, during the period until the Annual General Meeting 2027, on one or more occasions, to repurchase own class C shares. The repurchase may only be effected through a public offer directed to all holders of class C shares and shall comprise all outstanding class C shares. Repurchases shall be effected at a purchase price corresponding to the quota value of the share. Payment for the acquired class C shares shall be made in cash. The purpose of the proposed repurchase authorisation is to ensure delivery of Performance Shares under the Plan 2026. The number of shares that can be repurchased is subject to recalculation in the event of a bonus issue, split, rights issue and/or other similar events.

 

Transfer of own ordinary shares (item 17(b)(iii))

 

The Board of Directors proposes that the Annual General Meeting resolves that a maximum of 1,220,000 ordinary shares, following reclassification of the relevant number of class C shares into ordinary shares, may be transferred free of charge to participants in accordance with the terms and conditions of the Plan 2026. The number of shares that can be transferred is subject to recalculation in the event of a bonus issue, split, rights issue and/or other similar events.

 

Resolution on equity swap agreement with a third party (item 17(c))

 

Should the majority requirement under item 17(b) above not be met, the Board of Directors proposes that the Annual General Meeting resolves that Asker can enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer ordinary shares in Asker to the participants in the Plan 2026.

 

Resolution on authorisation for the Board of Directors to resolve on share issue, warrants and/or convertibles (item 18)

 

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, until the Annual General Meeting 2027, on one or more occasions, with deviation from the shareholders’ preferential rights, against cash payment or payment through set-off or with contribution in kind, or otherwise on specific terms, decide on the issuance of new ordinary shares, warrants and/or convertibles. The number of newly issued ordinary shares, convertibles and/or warrants may not result in the number of shares increasing by more than 10 per cent of the total number of shares at the time of the first exercise of the proposed authorisation.

 

The purpose of the authorisation is to increase the financial flexibility of the Company and the acting scope of the Board of Directors, to potentially expand the Company’s shareholder base and to carry out acquisitions.

 

The Board of Directors, the CEO, or any person appointed by either of them, shall be authorised to make such minor adjustments to this resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

 

Special majority requirements

 

For a valid resolution under item 17(b) above, the proposal must be supported by at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting. For a valid resolution under item 18 on the agenda, the proposal must be supported by at least two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.

 

Shareholders’ right to obtain information

 

The shareholders are reminded of their right to, at the Annual General Meeting, request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

 

Number of shares and votes

 

There are 383,706,497 ordinary shares in Asker, corresponding to 383,706,497 votes. As of the date of this notice, the Company holds 670,000 own ordinary shares.

 

Documentation

 

The Nomination Committee’s full proposal and its motivated statement are available on the Company’s website www.asker.com.

 

The annual report, remuneration report and other documents will be made available no later than 16 April 2026 at the Company’s office at Svärdvägen 3A, SE-182 33 Danderyd, and at the Company’s website, www.asker.com. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal or email address.

 

Processing of personal data

 

For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. For questions regarding how we process your personal data, you can contact us via email at [email protected].

_________________

Danderyd, March 2026

Asker Healthcare Group AB (publ)

The Board of Directors

 

For further information, please contact:

Emma Rheborg, Head of Communication Asker Healthcare Group

Phone: +46 73 313 62 17

E-mail: [email protected]

 

The information was submitted for publication, through the agency of the contact person set out above, on 30 March 2026, at 2:00 p.m. CEST.

 

Asker Healthcare Group is a partner to caregivers and patients across Europe providing medical products and solutions. We build and acquire leading companies that together support the healthcare system to improve patient outcomes, reduce total cost of care and ensure a fair and sustainable value chain. We are a European healthcare group that combines the entrepreneurial drive of strong local companies, with the abilities and collected knowledge of a large group – driving progress in the healthcare sector. The group has more than 4 500 employees in 19 countries and revenues amounting to SEK 17 billion.