Nomination Committee

The Annual General Meeting has decided on the principles for how the nomination committee should be appointed and these principles apply until otherwise decided by the general meeting. The nomination committee shall consist of a minimum of five members and Ratos’ Chairman of the Board. The members of the nomination committee shall be elected by, in terms of voting rights, the largest shareholders, as per the last banking day in August the year before the Annual General Meeting. When determining the largest shareholders, in terms of voting rights, a group of shareholders shall be regarded as one shareholder provided that they have notified the Company in writing that they have agreed in writing to have a long- term common approach regarding the management of the company through coordinated use of their voting rights. The member appointed by the shareholder with the largest number of votes shall be the Chairman of the nomination committee, unless the nomination committee decides otherwise.

If a shareholder waives the entitlement to appoint a member, the shareholder who is the next largest shareholder in terms of voting rights shall appoint a member. The majority of the members of the nomination committee shall be independent from the company and company management. The nomination committee’s mandate period extends until a new nomination committee has been appointed. If an already appointed member resigns from the nomination committee, the appointing shareholder shall be entitled to appoint a replacement. If a major shareholder, whom an appointed member represents, significantly reduces its shareholding in the company, and thereby no longer belongs to the five largest shareholders in terms of voting rights, or if a new shareholder is among the five largest shareholders in terms of voting rights, the nomination committee may offer another shareholder to appoint a replacement for the member appointed by the shareholder who no longer belongs to the five largest shareholders. The nomination committee can also instead decide to co-opt such a replacement to the nomination committee.

The current composition of the nomination committee was announced on Ratos’ website and disclosed through a press release on 26 September 2025. The nomination committee comprises:

• Jenny Parnesten, nominated by the Ragnar Söderberg Foundation, and own and related parties' holdings
• Markus Söderberg, nominated by Jan Söderberg Förvaltning, and own holdings

Maria Söderberg, nominated by the Torsten Söderberg Foundation, and own holdings

• Erik Brändström, nominated by Spiltan Fonder
• Patrik Jönsson, nominated by SEB Funds AB
• Per-Olof Söderberg, Chairman of Ratos's Board

Combined, the Nomination Committee represents 62.02% (per 31 August 2025) of the voting rights for all the shares in the company.

The duties of the Nomination Committee include:

• based on the results of the B oard's evaluation, evaluate the composition and work of the Board,
• prepare proposals to the Annual General Meeting regarding election of the Board and the Chairman of the Board,
• in cooperation with the company’s Audit Committee, prepare proposals to the Annual General Meeting regarding election of auditor,
• prepare proposals to the Annual General Meeting regarding remuneration to the Board, divided between the Chairman and other Board members as well as potential remuneration for committee work, and auditor,
• prepare proposals to the Annual General Meeting regarding a Chairman for the Meeting, and
• if applicable, prepare proposals on principles for appointment of the next Nomination Committee.

The Nomination Committee shall, if possible, try to achieve consensus on its proposals and other decisions, but if this is not possible, the Nomination Committee's decision is made by a simple majority, whereby the Chairman of the Nomination Committee has the casting vote.

The company shall not pay any remuneration to the members of the Nomination Committee. The company shall reimburse all reasonable costs associated with the work of the Nomination Committee. The Nomination Committee may, if needed, engage external consultants to find candidates with relevant experience and the company shall pay the costs related to such consultants. The company shall also assist with employees needed to support the work of the Nomination Committee.

Nomination committee’s work ahead of the 2026 Annual General Meeting
Ahead of the 2026 Annual General Meeting, the nomination committee held four minuted meetings and was in regular contact in between. In its work, the nomination committee has taken note of the internal evaluation of the Board’s work, taken the Chairman’s account of the Board’s work and the CEO’s account of the company’s strategies. Together with other members of the committee, the nomination committee chairman has also interviewed individual Board members.

Ratos is a Swedish company that owns and develops private and listed Nordic companies. This strategy requires the Board to have a broad industrial background as well as a documented ability to operate and develop companies in different industries and phases of development. Ratos’ Board has in recent years gradually been renewed, at the same time as a certain consistency has been kept. It is the nomination committee’s opinion that the current Board functions well and with a great deal of commitment from each member.

The nomination committee deems the members proposed for election to have broad and complementary experience that more than adequately meets the set requirements. Consequently, the nomination committee sees no reason at this time to elect another Board member and feels that the proposed composition of six members is suitable and appropriate.

The requirement for independence is also assessed as having been met.

The nomination committee has continued to discuss requirements for diversity based in part on the Code’s requirement for stipulating how the diversity policy has been applied and has chosen to use Rule 4.1 of the Code, which states that the Board is to exhibit diversity and breadth of qualifications, experience and background, and strive for an equal gender balance. Following deliberation by the nomination committee regarding, for example, the Board members’ background and experience, it is noted that the gender balance for the proposed Board will be 50% women and 50% men, as the members proposed include three women and three men (compared to three women and four men as of 31 December 2024.)¹⁾

Proposals regarding fees to the members of the Board as well as remuneration for committee work have been prepared by the five members of the nomination committee who are not members of Ratos’ Board.

Shareholders have been informed that proposals to the Annual General  Meeting can be submitted to the nomination committee.

The nomination committee’s proposals, an account of the work of the nomination committee ahead of the 2026 Annual General Meeting as well as complementary information on proposed members of the Board will be announced in conjunction with the Notice of the Meeting and be presented at the 2026 Annual General Meeting.

No fees have been paid for participation in the nomination committee.

Deviations/violations
Ratos follows the Code without deviation.

No violations of Nasdaq Stockholm’s Rule Book for Issuers or good practice in the stock market have occurred.

¹⁾ Note that Jonas Wiström stepped down from the Board in connection with his resignation as CEO in December 2025.