Corporate governance

Articles of association

§1 Company name
The name of the company is Midsummer AB. The company is public (publ).

§2 Registered office
The company’s registered office is in Stockholm.

§3 Operations
The company’s business involves conducting development of alternative energy sources and other technology development in the energy industry and related activities.

§4 Share capital
The share capital shall amount to not less than SEK 2,700,000 and not more than SEK 10,800,000.

§5 Number of shares
The company shall have a minimum of 67,500,000 and a maximum of 270,000,000 shares.

§6 Financial year
The company’s financial year shall be the calendar year.

§7 Board of Directors
The Board of Directors shall consist of a minimum of three and a maximum of seven members.

The Board is elected annually at the Annual General Meeting for the period until the next Annual General Meeting has been held.

§8 Auditor
At least one and no more than two auditors, with or without deputies, or one or two registered accounting firms are appointed to audit the company’s annual report and the administration of the Board of Directors and the CEO.

§9 Notice of Annual General Meeting
The notice of the general meeting shall be published in Post och Inrikes Tidningar and on the company’s website. Information stating that the meeting has been convened shall be published in Dagens Industri at the time of convening the meeting.

Notice of a general meeting shall be given not earlier than six weeks and not later than four weeks before the general meeting, provided that notice of an extraordinary general meeting, which shall not deal with amendments to the articles of association, shall be given not later than three weeks before the general meeting.

§10 Annual General Meeting
To be entitled to participate in the general meeting, shareholders shall notify the company not later than the date stipulated in the notice of the meeting. This date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve and may not fall earlier than five working days prior to the meeting.

§11 Matters at the Annual General Meeting
The following matters shall be discussed at the Annual General Meeting.

1. Election of a chairman of the meeting.
2. Preparation and approval of the voting register.
3. Approval of the draft agenda.
4. Election of several people to attest the minutes
5. Examination of whether or not the meeting has been duly convened.
6. Presentation of the annual accounts and the auditor’s report and, where applicable,
the consolidated accounts and the auditor’s report for the Group.
7. Resolutions in respect of
a) adoption of the income statement and balance sheet and, where appropriate, the
consolidated income statement and consolidated balance sheet,
b) Allocation of the company’s profit or loss according to the adopted balance sheet, and
c) discharge of the members of the Board of Directors and the CEO from liability.
8. Determination of fees for the Board of Directors, and, where appropriate, the auditors
9. Determination of the number of members of the Board of Directors and, where
appropriate, auditors, deputy auditors or registered accounting firms.
10. Election of the Board of Directors and, where appropriate, auditors, deputy auditors
or registered accounting firms.
11. Any other matters to be dealt with at the general meeting pursuant to the Swedish
Companies Act or the articles of association.

§12 Collection of proxies and postal voting
The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). Prior to a general meeting, the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting in accordance with what is stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).

§13 Place of the general meeting
The general meeting shall be held in the place where the Board of Directors has its registered office, or in Järfälla.

§14 Record day provision
The shareholder or nominee who, on the record date, is entered in the share register and recorded in a CSD register in accordance with Chapter 4 of the Swedish Central Securities Depositories Act (1998:1479) on account management of financial instruments, or the person who is recorded in a CSD account in accordance with Chapter 4, Section 18, first paragraph 6–8 of the aforementioned Act, shall be assumed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).

Board

Robert Sjöström – Board member since 2023, Chairman since 2023

CHAIRMAN, BORN 1964

For over a decade, Robert Sjöström has held leading positions at Swedish consumer company in health and hygiene Essity, as well as previously SCA. As a member of Essity’s management team, he has been, among other things, President Global Operational Services and CIO as well as Senior Vice President and head of group Strategy & Business Development, CIO, M&A and Global Services. Essity was formed from SCA in 2017 and has a turnover of SEK 156 billion (2022). It is one of Sweden’s 20 largest listed companies. Independent in relation to the Company and major shareholders.

See current shareholding for the board

Jan Lombach – Board Member since 2006

MEMBER, BORN 1955

Jan Lombach is a lawyer and active in the venture capital industry. Among other things, he has been a partner in the law firm Vinge KB between 1993 and 2008, an international partner in the law firm White & Case LLP between 2008 and 2012 and now runs his own business. Other Board assignments include by the chairman of the board of Cliens Kapitalförvaltning AB and board member of the Swedish Shareholders’ Association’s National Association. Jan Lombach has a juror. Laws. and studies in national and business economics from Uppsala University and Harvard University. Independent in relation to the Company and major shareholders.

See current shareholding for the board

Mr. Philip Gao – Board Member since 2015

MEMBER, BORN 1990

Philip Gao is CEO of Sunflare Solar Co. in California responsible for sales in the US market. Philip holds a bachelor’s degree in economics and environmental science from the University of California, Santa Cruz. Independent in relation to the Company and to major shareholders.

See current shareholding for the board

Christel Prinsén – Board member since 2023

MEMBER, BORN 1974

Christel Prinsén has over 20 years of global expertise in tactical purchasing planning, project management, market analysis, negotiation management and strategic purchasing. She has previously worked with business development and project management at Capgemini and SKF. Christel has been named “Sweden’s best negotiator” by the industry organization SILF. Independent in relation to the Company and major shareholders.

See current shareholding for the board

Lars-Ola Lundkvist – Board member since 2022

MEMBER, BORN 1961

Lars-Ola Lundkvist is an international business leader with a focus on technology companies. Current and previous board and management assignments include Lagercrantz Group, Kraftpojkarna AB, Deva Group, Beijer Electronics Group, Automation Region and ABB. Independent in relation to the Company and major shareholders.

See current shareholding for the board

Mikael Nicander – Board member since 2023

MEMBER, BORN 1970

Mikael Nicander has over 25 years of experience in building and managing property groups. He is vice CEO of Stenhus Fastigheter and before that was CEO of Stendörren Fastigheter (publ). Previous positions include management positions at Kvalitena, Lantmännen Fastigheter, P10 Vasallen and DHL Express. Independent in relation to the Company and major shareholders.

See current shareholding for the board

Managerial positions

Eric Jaremalm, CEO

Eric Jaremalm is Midsummer’s CEO since 2024, and was prior e.g. Executive VP since 2004. He is is one of the founders of Midsummer. He has historically been responsible for e.g. matters relating to the company’s expansion and strategies, forecasts and scenarios, important customer relationships, general financing and investments. Previous experience from i.a. Micronic Japan KK responsible for research and development cooperation with Japanese semiconductor manufacturers and as project manager for installation and production start of equipment for semiconductor manufacturing in Japan.

Eric Jaremalm, who was a classmate of Sven Lindström, holds the same MSc in Industrial Economics, internationally with Japanese specialization from Linköping University of Technology. In addition, Eric studied for two years in Japan at Meiji University in Tokyo and Nanzan University, Nagoya. Eric Jaremalm speaks Japanese.

See current shareholding for the management

Sven Lindström, Executive VP

Sven Lindström is Midsummer’s Executive VP and was prior CEO since 2004. He is one of the founders of Midsummer and has previous experience from the CD/DVD industry, e.g. as CEO of M2 America Corp which was M2 Engineering AB’s wholly owned American subsidiary. Previously, he was product manager for the company’s recordable CD and DVD formats. He has also experience from Mannesmann VDO AG in Frankfurt and IBM Svenska AB in Järfälla. Mr. Lindström has a Master’s degree in industrial economics, international with a Japanese focus from Linköping University of Technology.

See current shareholding for the management

Åsa Jynnesjö, CFO

Åsa Jynnesjö is Midsummer’s CFO since 2022. She has held various positions as CFO for more than ten years, e.g. for Automile AB (electronic logbook and fleet management) and Nordenta (dental depot). In addition, she has a background as accountant with PwC where she worked for over six years. She has degrees in both economics and commercial law from Uppsala University.

See current shareholding for the management

Insiders

In the company there are the following insiders (PDMR):

Robert Sjöström, Chairman of the Board
Jan Lombach, Board member
Philip Gao, Board member
Christel Prinsén, Board member
Lars-Ola Lundkvist, Board member
Mikael Nicander, Board member
Eric Jaremalm, CEO
Sven Lindström, Executive VP
Åsa Jynnesjö, CFO

Auditor

KPMG AB has been Midsummer AB’s auditor during the years 2007-2022.

KPMG AB was re-elected as auditor for Midsummer AB at the 2022 AGM for the period until the next AGM in 2023.

KPMG AB has appointed Mattias Lötborn as Chief Auditor. The decision was unanimous.

KPMG AB, Vasagatan 16, P.O.Box, 382 | SE-111 20 | Stockholm P.O.Box, 382 | SE-111 20 | Stockholm

Nomination Committee

The members of the Nomination Committee prior to Midsummer’s Annual General Meeting on May 22 2024 are:

Robert Sjöström, Chairman of the Board and adjunct memberPhilip Gao, representative of own and related parties’ holdingsHans Waldaeus, appointed by H. Waldaeus ABPär-Ola Gustavsson, appointed by Jörgen Persson incl corporate holdings
Maria Rengefors, appointed by Nordea fonderJan Lombach, representative of own holding and Chairman of the Nomination Committee

Guidelines for the nomination committee after approval by the annual general meeting:

the company shall have a nomination committee consisting of members appointed by each of the five largest shareholders or owner groups according to point 2 below, who wish to appoint a member. The names of the five members and the names of the shareholders who appointed them must be published no later than six months before the annual general meeting. The nomination committee’s mandate term extends until a new nomination committee is appointed. The chairman of the nomination committee shall, unless the members agree otherwise, be the member appointed by the shareholder with the largest number of votes, but not be a board member of the company. The chairman of the board must, if he does not belong to the five largest owners in terms of votes, be adjunct to the election committee;
the nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of the last banking day in September of the year before the annual general meeting and other reliable owner information provided to the company at this time. When assessing who constitutes the five largest owners by number of votes, a group of shareholders shall be considered to constitute an owner if they (i) have been grouped as owners in the Euroclear Sweden system or (ii) published and notified the company in writing that they have reached a written agreement that through coordinated exercise of the right to vote, take a long-term joint position in the company’s management or (iii) are related persons as defined in the Market Abuse Regulation or are part of the same group or (iv) are employees or contractors of the company. The chairman of the board is responsible for calling the election committee’s constitutive meeting;
if earlier than two months before the annual general meeting one or more of the shareholders who appointed members of the nomination committee no longer belong to the five largest shareholders in terms of number of votes, members appointed by these shareholders must make their seats available and the shareholder(s) who were added among the five to the number of votes, the largest shareholders must, after contacting the chairman of the election committee, appoint members.

Shareholders who were added among the five largest owners later than two months before the annual general meeting shall, instead of being part of the nomination committee, have the right to appoint a person who is adjunct to the nomination committee. Shareholders who have appointed a member of the nomination committee have the right to dismiss such member and appoint a new member of the nomination committee. Changes in the composition of the election committee shall be made public as soon as such have occurred, and that;
the nomination committee shall develop proposals on the following issues to be submitted to the annual general meeting for decision:
1. a) proposal for chairman of the general meeting,
2. b) proposal for the board,
3. c) proposal for chairman of the board,
4. d) proposal for board emolument with the division between the chairman and other members of the board as well as compensation for committee work,
5. e) proposals for auditors,
6. f) proposals for fees for the company’s auditors and
7. g) where applicable, proposals for revision of principles for the appointment of a selection committee
That the nomination committee, in connection with its task in general, must fulfill the duties that according to the corporate governance code fall to the nomination committee. If necessary, the company must also be able to cover reasonable costs for external consultants that the nomination committee deems necessary for the nomination committee to be able to fulfill its mission.