Corporate Governance

Corporate Governance at Coffee Stain Group

Coffee Stain Group is a Swedish public limited liability company. Coffee Stain Group’s corporate governance is currently based on Swedish law, Coffee Stain Group’s articles of association and internal guidelines and instructions. Following the listing on Nasdaq First North Premier, the Company will apply Nasdaq First North Premier Growth Market’s Rule Book and the Swedish Corporate Governance Code (the “Code”). The Code is based on the “comply or explain” principle. This means that a company that applies the Code may choose to deviate from certain rules, but must then describe its alternative solution and explain the reason for the deviation in its annual corporate governance report. Eventual deviations from the Code are reported in the Coffee Stain Group’s corporate governance report.

Articles of Association

General Meetings

If you as a shareholder want to participate in key decisions concerning the company, the general meeting is the correct forum to do so. It is our highest decision-making body and takes place once a year as the annual general meeting, or as necessary for specific matters on extra general meetings. At the annual general meeting decisions are taken on matters such as financial statements, allocation of the company’s profit/loss, and discharge from liability for board members and the CEO, election of board members and auditors and remuneration to board members and auditors.

In accordance with the Company’s articles of association, convening notices for the annual general meeting and extraordinary general shareholder meetings are made by announcement in the Post- och Inrikes Tidningar (the Swedish Official Gazette) and by making the convening notice available on the Coffee Stain Group website. An announcement that notice has been given is published in Svenska Dagbladet.

All shareholders who are directly registered in the share register maintained by Euroclear five business days before the general meeting and have notified the Company of their intention to participate in the general meeting not later than the date stated in the notice convening the general meeting have the right to attend the general meeting and vote for the number of shares they hold. Shareholders may attend the general shareholder meeting in person or by proxy and may also be accompanied by a maximum of two assistants. Shareholders can normally register for the general shareholder meeting in several different ways stated in the convening notice for the meeting. Shareholders who wish to have a matter brought before the general meeting must submit a written request to the Board of Directors. Such a request must normally be received by the Board of Directors not later than seven weeks prior to the general meeting.

Nomination Committee

A nomination committee is appointed each year by the major shareholders in accordance with the principles for principles for appointment of nomination committee adopted by the extra general meeting held on 1 September 2025. The first nomination committee shall be appointed approximately one month after the Company’s listing on Nasdaq First North Premier Growth Market.

The main task of the nomination committee is to propose board members for election at the annual general meeting, and as applicable, the extra general meeting.

The nomination committee also prepares the following proposals:

Proposal for remuneration to directors elected by the general meeting and remuneration to the auditor as well as remuneration for committee work
Proposal for election of auditor
Proposal for election of chair at the annual general meeting
The extra general meeting held on 1 September 2025 has adopted principles for appointment of nomination committee that includes the tasks of the Nomination Committee and the procedure for appointing its members. The principles apply until the general meeting resolves otherwise.

In addition, the committee must consider the Swedish Corporate Governance Code, including the independence rules applicable to the board of directors and its committees.

Board & Committees

Coffee Stain Group’s Board of Directors is the highest decision-making body after the general meeting and is ultimately responsible for the Company’s organization and management, which means it is responsible for, inter alia, establishing procedures and strategies, ensuring that set targets are evaluated, continuously assessing the Company’s financial position and results, and evaluating the operational management. The Board of Directors is also responsible for ensuring that the annual report and interim reports are prepared in a timely manner.

The Board of Directors shall further ensure that the Company complies with applicable laws and regulations, Nasdaq First North Premier Growth Market’s Rule Book, the Swedish Corporate Governance Code, the Company’s articles of association and the rule of procedures for the Board. The Board of Directors is also obliged to follow directives provided by the shareholders meeting. The Board of Directors annually adopts written rules of procedure and instructions for the work of the Board, which set out the principles on governance of the Board and its committees. At the inaugural board meeting following the annual general meeting, the Board of Directors also adopts instructions for the CEO, including instructions for financial reporting.

The Board of Directors may appoint committees with specific areas of responsibility and furthermore authorize such committees to decide on specific matters in accordance with instructions established by the Board of Directors. Currently, the Board of Directors has established the Audit and Sustainability Committee and the Remuneration Committee.

As of the date of the Company Description, the Board of Directors consists of six members elected by the general meeting, who are presented in greater detail in the section “Board of directors, senior executives and auditor”

Chair of the Board
The chair of the board has special responsibility for managing the Board of Directors’ work and ensuring that it is well organized and effectively implemented.

On 1 September 2025, the Board of Directors of the Company resolved to form an Audit and Sustainability committee. The Audit and Sustainability committee’s tasks in the Company shall be carried out by Sara Börsvik (chair), Henrik Tjärnström and Jacob Jonmyren.

The main task of the Audit and Sustainability Committee is to prepare matters for resolution by the Board of Directors and provide preparatory support to the Board. The Audit and Sustainability Committee has an advisory role to the Board of Directors and is responsible for monitoring and ensuring the quality of financial reporting and the efficiency of internal controls, audits, and risk management, and Coffee Stain Group’s sustainability work.

On 1 September 2025, the Board of Directors of the Company resolved to form a Remuneration Committee and appointed Jacob Jonmyren (chair) and Kicki Wallje-Lund as members of the committee.

The primary tasks of the Remuneration Committee are to prepare the board of directors’ decisions on issues concerning principles for remuneration and other terms of employment for the CEO, and as applicable, senior executive management in the Company, monitor and evaluate programs for variable remuneration, for the senior executive management in the Company, monitor and evaluate remuneration structures and levels in the Company, as well as, if applicable monitor and evaluate the application of the guidelines for remuneration to senior executives adopted and prepare matters regarding general terms of bonus and incentive schemes and see to the outcome of these and submit to the board reports and proposals for resolution.

Senior Executives

Auditor

Öhrlings PricewaterhouseCoopers AB is the Company’s statutory auditor. PwC has appointed Authorized Public Accountant Magnus Svensson Henryson as main responsible auditor.

Policies

Code of Conduct
Trade Compliance Policy
Insider Policy
Information Policy