NOTICE OF THE ANNUAL GENERAL MEETING OF ZINZINO AB ON
The shareholders of
The company intends to webcast the meeting to enable remote participation.
RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
Shareholders wishing to participate in the Annual General Meeting must
- be listed in the share register maintained by
Euroclear Sweden AB as ofMonday, May 25, 2026 , and
-
have notified the company of their intention to participate in the Annual General Meeting no later than
Monday, June 1, 2026 , in accordance with the provisions below.
Shareholders who have had their shares registered in the name of a nominee must, in order to be entitled to participate in the Annual General Meeting, temporarily register the shares in their own name in the share register maintained by
HOW TO REGISTER
Registration for participation in the meeting may be made in the following ways:
- by mail to
Zinzino AB , Hulda Mellgrens gata 5, 421 32 Västra Frölunda, or - by email to fredrik.nielsen@zinzino.com
When registering, the shareholder must provide:
Name - Personal/organization number
- Address and daytime phone number
- If applicable, the names and number (maximum of two) of assistants who will accompany the shareholder at the meeting.
Shareholders who wish to be represented by a proxy must issue a written and dated power of attorney for the proxy. Proxy forms can be obtained from the company and will also be available on the company's website, www.zinzino.com. If participation is by proxy or representative, the power of attorney, certificate of registration, or other authorization documents should be submitted to the company well in advance of the shareholders' meeting.
PROPOSED AGENDA
1. Opening of the meeting.
2. Election of a chairperson for the meeting.
3. Preparation and approval of the voting list.
4. Resolution to broadcast a video recording of the meeting via the Internet
5. Election of one or two persons to verify the minutes together with the chairperson.
6. Approval of the agenda.
7. Determination of whether the meeting has been duly convened.
8. Address by the CEO.
9. Presentation of the annual report and auditor's report, as well as the consolidated financial statements and the consolidated auditor's report.
10. Resolutions
a. to adopt the income statement and balance sheet, as well as
the consolidated income statement and consolidated balance sheet for 2025
b. on the allocation of the company's profit or loss in accordance with the adopted balance sheet
c. discharge from liability for the members of the Board of Directors and the CEO
Hans Jacobsson (Chairman of the Board)
Anna Frick (Board Member)
Staffan Hillberg (Board Member)
- Ingela Nordenhav (Board Member)
- Pierre Mårtensson (Board Member)
Dag Bergheim Pettersen (CEO)
11. Determination of the number of Board members, alternates, and auditors to be elected by the Annual General Meeting.
12. Resolution regarding remuneration for Board members and the auditor.
13. Election of Board members, the Chairman of the Board, and the auditor.
Hans Jacobsson , Chairman of the Board (re-election)
Staffan Hillberg (re-election)
- Ingela Nordenhav (re-election)
- Pierre Mårtensson (re-election)
-
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, the re-election of the registered auditing firm BDO Göteborg AB (BDO) as the company's auditor. BDO has announced that, provided the Nomination Committee's proposal is adopted by the Annual General Meeting, authorized public accountant
Katarina Eklund will be appointed as the principal auditor.
14. Resolution regarding the adoption of principles for the Nomination Committee.
15. Resolution regarding a private placement of shares with payment through set-off of a receivable from
16. Resolution regarding a directed new issue of shares with payment by set-off of a receivable to
17. Resolution regarding a directed new issue of shares with payment through set-off of receivables to distributors.
18. Resolution regarding the issuance of warrants.
19. Resolution regarding authorization for rights offerings.
20. Resolution regarding authorization for directed share issues.
21. Presentation of the Board of Directors' remuneration report for approval.
22. Resolution regarding authorization to verify the minutes.
23. Adjournment of the Meeting.
NOMINATION COMMITTEE
In accordance with a resolution of the 2025 Annual General Meeting, a Nomination Committee has been established. The Nomination Committee consists of Magnus Götenfelt (representing Saele Invest AS and the Saele family), Cecilia Halldner (representing
PROPOSALS BY THE NOMINATION COMMITTEE
Item 2. Election of the Chairperson of the Meeting
The Nomination Committee proposes that
Item 11. Determination of the number of Board members, alternates, and auditors
The Nomination Committee proposes that the Board of Directors consist of four members and no alternate members, and that there be one auditor.
Item 12. Resolution regarding remuneration for Board members and the auditor
The Nomination Committee proposes that the Board remuneration be increased by 5% for the Chair and 8% for the other members compared with the previous year, amounting to a total of
The Nomination Committee proposes that fees to the auditor be paid in accordance with an invoice approved by the company.
Item 13. Election of Board members and the Chairman of the Board, as well as the auditor
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, the re-election of members
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, the re-election of the registered auditing firm BDO Göteborg AB (BDO) as the company's auditor. BDO has announced that, provided the Nomination Committee's proposal is adopted by the Annual General Meeting, authorized public accountant
Item 14. Resolution regarding the adoption of principles for the Nomination Committee.
The Nomination Committee proposes that the Meeting continue to appoint a Nomination Committee to operate in accordance with the principles set forth below. These principles correspond to the Nomination Committee's principles from the previous year.
The Chairman of the Board shall, no later than the end of
THE BOARD'S PROPOSALS
Item 10 (b) - Resolution regarding the appropriation of the company's profit in accordance with the adopted balance sheet
The Board of Directors and the CEO of
propose that the available profits 588,229,871
be appropriated as follows:
A dividend of
To be carried forward 356,174,465
Total 588,229,871
The Board of Directors proposes
As of the date the Board of Directors submitted its proposal, the total number of shares in the company amounts to 38,675,901, of which 5,113,392 are Class A shares and 33,562,509 are Class B shares. The total amount of the proposed dividend of
Justification
The Board of Directors has proposed that the 2026 Annual General Meeting resolve on the appropriation of profits, meaning that a dividend of
The Company's dividend policy states that Zinzino shall distribute at least 50% of the Group's net profit as long as the equity ratio and liquidity permit this. The strong profitability in 2025 has created room for an increased dividend in 2026. The proposal is within the framework of the dividend policy adopted by the company.
The Board of Directors is of the opinion that the proposed dividend does not prevent the company from fulfilling its short- and long-term obligations, nor from making necessary investments. The proposed dividend can thus be justified in light of the provisions of Chapter 17, Section 3, Paragraphs 2-3 of the Swedish Companies Act (the prudence rule).
Regarding the company's reported results for the financial statements, the financial position as of the balance sheet date, and financing and use of capital during the year, please refer to the company's 2025 Annual Report, which is published at www.zinzino.com.
Item 15 - Resolution on a directed new share issue with payment through set-off of a claim against
On
The Board of Directors now proposes that the Annual General Meeting resolve to issue Zinzino Series B shares for the portion of the additional purchase price that became due in 2025 in accordance with the applicable terms and conditions.
The Board of Directors therefore proposes that the Annual General Meeting resolve to increase the share capital by
The reason for deviating from the shareholders' preemptive rights is to enable the fulfillment of the company's obligations under the transfer agreement from which the current set-offable claim arises. The ability to carry out strategically important acquisitions for the company through directed new share issuances is of great operational importance to the company. In the Board's view, this, taken as a whole and with sufficient weight, indicates that it is in the interest of the company and the shareholders to carry out an issuance with a deviation from the shareholders' preferential rights. The current subscription price complies with the principles set forth in the relevant share transfer agreement, which in turn was established following extensive negotiations with the subscriber on an arm's-length basis. The Board therefore considers the subscription price to be in line with market conditions.
A resolution in accordance with the above requires the support of shareholders representing at least 9/10 of both the votes cast and the shares represented at the meeting.
Item 16 - Resolution on a directed new share issue with payment through set-off of a claim against
In
Through the agreement, Zinzino committed to investing in the partnership based on the sales growth generated by the acquired distributor organization during the period 2024-2029 via the existing compensation model for the Company's distributors. In addition, conditional compensation in the form of newly issued Zinzino Class B shares may be granted during the period 2024-2027 at an estimated value corresponding to approximately
The Board of Directors now proposes that the Annual General Meeting resolve to issue Zinzino Class B shares for the portion of the equity-based compensation that vests in 2025 in accordance with applicable terms and conditions.
The Board of Directors therefore proposes that the Annual General Meeting resolve to increase the share capital by
The reason for deviating from the shareholders' preferential subscription rights is to enable the fulfillment of the company's obligations under the agreement from which the current offsetable claim arises. The ability to carry out strategically important acquisitions and collaborations for the company through directed new share issuances is of great operational importance to the company. In the Board's view, this collectively and with sufficient weight indicates that it is in the interest of the company and the shareholders to conduct an issuance with a deviation from the shareholders' preferential rights. The current subscription price complies with the principles set forth in the relevant agreement, which in turn was established following extensive negotiations with the subscriber on an arm's-length basis. The Board therefore considers the subscription price to be in line with market conditions.
A resolution in accordance with the above requires the support of shareholders representing at least 9/10 of both the votes cast and the shares represented at the meeting.
Item 17 - Resolution on a directed new share issue with payment through set-off of receivables to the company's distributors.
As part of Zinzino's compensation plan for the company's external distributors, a certain portion of the compensation may be settled via newly issued Zinzino Class B shares, subject to the Annual General Meeting's approval. During the period since the previous Annual General Meeting, the company's sales performance has been very strong, with some distributors within the external sales network having met the qualifications to offset their compensation, as shown in the table below, against newly issued Zinzino Class B shares.
| Distributor | Number of shares | |
| 33,739 | ||
| Camilla Stene Invest AS | 13,495 | |
|
Stüttler | 13,495 | |
| 13,495 | ||
| 74,224 | ||
The Board of Directors therefore proposes that the Annual General Meeting resolve to increase the share capital by
The portion of the subscription price exceeding the par value shall be allocated to the unrestricted share premium account. The reasons for the deviation from shareholders' preemptive rights are to encourage share ownership in the company among the company's external sales organization through a share-based compensation model targeted at the company's distributors who can participate in and promote positive value growth of the company's shares, and to enable the company to retain and attract competent and committed distributors who drive sales growth in the company.
For the resolution above, the approval of shareholders representing at least 9/10 of both the votes cast and the shares represented at the meeting is required.
Item 18 - Resolution on the issuance of warrants - incentive program for employees and others
The Board of Directors proposes that the Annual General Meeting resolve on a directed issue of a maximum of 1,500,000 warrants of series 2026/2031:1, entailing an increase in share capital upon full exercise of a maximum of
The right to subscribe for the warrants shall, in deviation from the shareholders' preferential subscription rights, be granted to the subsidiary
The reason for the deviation from shareholders' preferential rights is to encourage share ownership in the company through an incentive program whereby the company's management and employees can participate in and work toward a positive increase in the value of the company's shares during the period covered by the proposed program, as well as to enable the company to retain and recruit competent and committed personnel.
The warrants shall be issued free of charge. Subscription for the warrants shall take place within two weeks from the date of the issuance resolution on a separate subscription list. The Board of Directors has the right to extend the subscription period.
Each warrant entitles the holder to subscribe for one (1) Class B share in the company. Subscription for shares pursuant to the warrants for Key Personnel in the external sales organization (Category 1) may take place during the period from the Swedish Companies Registration Office's registration of the warrants through
Shares issued following subscription under these terms and conditions entitle the holder to dividends for the first time on the record date for dividends occurring immediately after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by
The Board of Directors, or a person appointed by the Board, is authorized to make the minor adjustments and clarifications necessary for the registration of this resolution with the
Other terms and conditions for the warrants are set forth in the full warrant terms and conditions, which are provided in accordance with the provisions under the heading "Provision of Documents" below.
Approval of the Transfer of Warrants
The Board of Directors proposes that the Annual General Meeting approve the Subsidiary's transfers of warrants on the following terms. The right to acquire warrants from the Subsidiary shall be granted to the following categories:
| Category | Maximum number of warrants per person | Maximum number of warrants per category |
|
Key personnel in the external sales organization (maximum of 50 people per company, including Saele invest AS) | 100,000 | 500,000 |
| Group management and sales management(maximum 30 people) | 100,000 | 500,000 |
|
Employees (up to 400 people) | 10,000 | 500,000 |
The right to acquire warrants from the Subsidiary shall be granted only to those individuals or their wholly-owned companies who, at the end of the subscription period, have not resigned or been terminated.
Options may also be offered to future new employees, including in connection with the potential introduction of new positions within the company. These new employees shall not be included in the maximum amounts specified under each position category; however, the maximum number of options per category shall not be affected. For such acquisitions, the terms shall be the same or equivalent to those specified in this resolution. This means, among other things, that acquisitions shall be made at the then-current market value.
Transfer to participants requires both that the acquisition of the warrants can legally take place and that, in the Board's assessment, it can be done at a reasonable administrative and financial cost.
Application and Allocation
If warrants within a certain category remain after all applications within that category have been satisfied, the remaining number may be allocated to participants in another category, in which case the Board shall determine the allocation based on category affiliation, employee category, and the number of warrants applied for. However, such allocation may not result in the maximum number of warrants per person within a specific category being exceeded by more than 50 percent. The Company's Board of Directors shall decide on the final allocation.
Price and Payment, etc.
The warrants shall be transferred on market terms at a price (premium) determined based on an estimated market value of the warrants using the Black & Scholes valuation model, calculated by an independent valuation firm. For acquisitions made by new employees after the end of the initial subscription period, a new market price shall be determined in the same manner. A preliminary calculation of the market value of the warrants, taking current circumstances into account, indicates a market value per warrant of
Employees will acquire the warrants at the determined market value. Payment shall be made in cash.
Further information about the warrant program
Dilution
Upon full exercise of all warrants, 1,500,000 new shares may be issued, corresponding to a dilution of approximately 3.9 percent of the total number of shares and votes in the company, subject to any recalculation in accordance with the warrant terms and taking into account already outstanding warrants.
Impact on key financial ratios and costs for the company, etc.
The Company's earnings per share will not be affected by the issuance of the warrants, as the present value of the warrants' exercise price will exceed the current market value of the share at the time of transfer to employees.
The warrant program will entail only certain limited costs in the form of external consulting fees and administration related to the warrant program.
Preparation of the matter
The principles for the warrant program have been developed by the company's Board of Directors. The Board has subsequently decided to present this proposal to the Annual General Meeting. Apart from the officers who prepared the matter in accordance with instructions from the Board, no employee who may be covered by the program has participated in the formulation of the terms and conditions.
Instructions to the Board
The Board proposes that the meeting authorize the Board of the Company to implement the resolution as set forth above and to ensure that the Board of the Subsidiary carries out the transfers of warrants as set forth above.
The resolution above requires the approval of shareholders representing at least 9/10 of both the votes cast and the shares represented at the meeting.
Other share-based incentive programs, etc.
In addition to the incentive programs now proposed, there are currently five outstanding warrant programs. All programs are primarily directed at the Group's external distributor organization, but also include some allocation to the Board and employees of the Company.
The first stock option program comprises 900,000 stock options at an exercise price of
The second warrant program comprises 120,000 warrants with an exercise price of
The third warrant program comprises 500,000 warrants at an exercise price of
The fourth warrant program comprises 1,000,000 warrants at an exercise price of
The fifth warrant program comprises 90,000 warrants at an exercise price of
If all outstanding warrants that have not yet been exercised for share subscription as described above are exercised for new subscriptions, a total of 1,793,314 Class B shares will be issued, corresponding to a total dilution of the share capital amounting to approximately 4.6%.
Item 19 - Resolution on an authorization for rights issues
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, resolve on new issues of Class B shares and/or warrants and/or convertible bonds against cash payment and/or with provisions for non-cash consideration or set-off or otherwise subject to conditions, taking into account the shareholders' preferential subscription rights. Any warrants or convertible bonds issued under this authorization shall entitle the holder to subscribe for Class B shares.
Issuances shall be made at a market-based subscription price determined by the Board of Directors. The total number of Class B shares that may be issued, the number of Class B shares that may be subscribed for pursuant to options to subscribe for new shares, and the number of Class B shares into which convertible bonds may be converted shall, in aggregate, not exceed the limits set forth in the Articles of Association regarding the number of shares and share capital.
The purpose of the authorization is to enable issuances for the financing of the company's operations, the commercialization and development of the company's products and markets, and/or the acquisition of businesses, companies, or parts of companies, and/or to facilitate a broadening of the company's shareholder base.
Item 20 - Resolution on authorisation for directed share issues
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, resolve on new issues of Class B shares and/or warrants and/or convertible bonds against cash payment and/or with provisions for non-cash consideration or set-off or otherwise subject to conditions, and thereby be able to deviate from the shareholders' preferential subscription rights. Any warrants or convertible bonds issued under this authorization shall entitle the holder to subscribe for Class B shares.
Issuances shall be made at a market-based subscription price determined by the Board of Directors. The total number of Class B shares that may be issued, the total number of Class B shares that may be subscribed for pursuant to options to subscribe for new shares, and the total number of Class B shares into which the convertible securities entitle the holder to convert shall together amount to 3,800,000 Class B shares.
The purpose of the authorization and the reasons for any deviation from shareholders' preferential subscription rights are to enable issuances for the financing of the company's operations, the commercialization and development of the company's products and markets, and/or the acquisition of businesses, companies, or parts of companies, and/or to facilitate a broadening of the company's shareholder base.
Resolutions pursuant to the above require the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
NUMBER OF SHARES AND VOTES
As of the date of publication, the total number of shares in the company is 38,675,901, of which 5,113,392 are Series A shares and 33,562,509 are Series B shares. The total number of votes in the company is 8,469,642.90. The company does not hold any of its own shares.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors deems that it can be done without material harm to the company, provide information regarding both circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company's financial situation. The duty to provide information also applies to the company's relationship with other group companies and the consolidated financial statements, as well as to the circumstances regarding group companies referred to above.
AVAILABILITY OF DOCUMENTS
Financial statements, the auditor's report, and other documents to be considered at the meeting will be made available at the company's office at Hulda Mellgrens Gata 5, 421 32 Västra Frölunda, as well as on its website, www.zinzino.com, no later than three weeks prior to the meeting. The documents will also be sent free of charge to shareholders who request them and provide their mailing address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Gothenburg,
The Board of Directors
For more information:
Dag Bergheim Pettersen CEO Zinzino +47 (0) 932 25 700, dag@zinzino.com
Fredrik Nielsen CFO Zinzino +46 (0) 707 900 174, fredrik.nielsen@zinzino.com
Pictures for publication free of charge: marketing@zinzino.com
Certified Adviser:
Zinzino is a global health tech company from Scandinavia, pioneering a new standard in personal health through advanced home health tests and scientifically proven nutritional supplements. Listed on the Nasdaq First North Premier Growth Market, the company's test-based, personalized nutrition strategy empowers individuals to take charge of their long-term health with science-based insights and targeted solutions. Its third-party validated products are available through direct sales distributors in more than 100 markets worldwide. Zinzino's headquarters are located in Gothenburg, Sweden, with additional offices across Europe, Asia, and Australia.
https://news.cision.com/zinzino/r/zinzino-ab--publ--notice-of-the-annual-general-meeting-of-zinzino-ab-on-june-2--2026,c4342294
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