CORPORATE GOVERNANCE

Corporate Governance Principles

Overall structure
Good corporate governance is an important component in ensuring that AddLife AB is managed in a sustainable and responsible manner in accordance with applicable laws and regulations. Corporate governance within AddLife AB defines decision-making systems, clarifies roles and responsibilities between owners, the Board of Directors, board committees, and executive management, and ensures transparency towards the Group's stakeholders.

The AddLife Group consists of approximately 85 companies in 30 countries. The parent company in the Group is the Swedish public limited liability company AddLife AB, whose B-shares are listed on Nasdaq Stockholm. In addition to what follows from the Swedish Companies Act, applicable Swedish and foreign regulations and directives, as well as laws and regulations, good practice on the stock market, and Nasdaq's rules for issuers, the Group's corporate governance is based on the Swedish Code of Corporate Governance ("the Code"). This corporate governance report has been reviewed by the auditor. The corporate governance report is available on the company's website under Investors,  www.add.life/investors/corporate-governance.

Good compliance with the Code, stock exchange rules, and good practice
AddLife follows the Code's principle "comply or explain" and for the financial year 2023 AddLife has in all material respects complied with the Code, except for two deviations from the Code’s rule 2.4. The deviations and related explanations are presented in the section on the Nomination Committee. No violations of applicable stock exchange rules have occurred, nor have any violations of good practice on the stock market been reported by Nasdaq Stockholm's disciplinary committee or the Swedish Securities Council during 2023.

 Articles of Association
According to the Articles of Association, the company’s name is AddLife AB and it is a public company. The company’s most recent financial year extended from 1 January – 31 December. The Company's principal business is “to directly or through a wholly or partially owned subsidiary engage in trading with and produce mainly medical equipment and products, and to pursue other compatible business”. The Board of Directors is based in Stockholm and shall comprise at least four and no more than six members.

The company's Articles of Association contain no restrictions on the number of votes each shareholder may cast at a general meeting. The company's Articles of Association do not contain specific provisions regarding the appointment and dismissal of directors or the amendment of the Articles of Association. The most recently registered Articles of Association were adopted at the general meeting on 4 May 2023 and can be found in full on the company's website under investors, www.add.life/investors/corporate-governance.

Share structure and ownership
As of 31 December 2023, the company had 14,142 shareholders, the 15 largest of whom controlled 62 percent of the share capital and 70 percent of the votes. At the end of the financial year, Swedish investors accounted for 66 percent of the capital, and foreign investors owned 34 percent of the capital. The proportion of legal entities was 87 percent, while natural persons accounted for 13 percent of the share capital. RoosGruppen AB (Håkan Roos through companies) and Tom Hedelius are the only shareholders with a direct or indirect shareholding in the company representing at least one tenth of the voting rights for all shares in the company.