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For the items on the agenda where the Board or the Nomination Committee have submitted proposals, it is possible to vote Yes or No, which is clearly stated in the advance voting form. A shareholder can also abstain from voting on any item. The shareholder may not provide special instructions or conditions in the voting form. If so, the advance vote is invalid in its entirety. Further instructions and conditions are included in the advance voting form.

Note that shareholders wishing to participate in the AGM through advance voting shall, just as with personal participation, be entered in the share register as per Friday, 6 December 2024 (and shares registered with an authorised nominee must be re-registered in the shareholder’s own name).

Proxy and Proxy form
Shareholders who do not intend to be present in person at the AGM may – in addition to the above alternative of advanced voting – be represented by a proxy with a written, dated and duly signed power of attorney. Such power of attorney is considered to apply for a period of one year after being issued, or longer if clearly stated on the document, up to a maximum of five years. The power of attorney should be sent to the Company at the above address in good time prior to the AGM. If the power of attorney has been issued by a legal entity, a certified copy of the legal entity’s certificate of registration or equivalent should be attached. The Company provides the shareholders with a proxy form, if requested. The proxy form can be found at the Company’s webpage and can be ordered from the Company (see contact details above under the heading Right to participate and registration).

Processing of personal data
Personal data obtained from the share register kept by Euroclear Sweden AB, notices of attendance at the AGM and information on proxies will be used for registration, preparation of the voting list for the AGM and, where appropriate, the minutes of the AGM. For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed agenda

1. Opening of the meeting

2. Election of Chairman of the Meeting

3. Preparation and approval of the voting list

4. Approval of agenda

5. Election of two persons to verify the minutes

6. Confirmation that the meeting has been duly convened

7. Presentation by the CEO

8. Presentation of the submitted annual report and auditor’s report, as well as the consolidated financial statements and auditor’s report for the consolidated accounts

9. Resolution regarding adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet

10. Resolution regarding the appropriation of the Company’s profit according to the adopted balance sheet

11. Resolution regarding the discharge from liability for the members of the Board of Directors and the CEO with regard to the financial year 2023/24

12. Resolution regarding the number of members and deputy members of the Board of Directors to be elected by the AGM

13. Resolution regarding the fees for the members of the Board of Directors

14. Election of members of the Board of Directors

15. Election of Chairman of the Board of Directors

16. Resolution regarding the number of auditors and deputy auditors, if any

17. Resolution regarding the fees for the auditor

18. Election of auditor

19. Resolution regarding approval of the Board of Directors’ remuneration report for 2023/24

20. Resolution regarding the guidelines for remuneration to senior executives

21. Resolution regarding authorization for the Board of Directors to resolve on new share issues

22. Resolution on authorization providing the Board of Directors with the right to pass resolutions regarding acquisitions and sales of the Company’s own shares

23. Closing of the AGM

Proposed resolutions
The Nomination Committee’s proposals

The Nomination Committee of SkiStar AB (publ) consists of Per Gullstrand, appointed by Ekhaga Utveckling AB, Peder Strand, appointed by Nordic Ski & Mountains AB, Niklas Johansson, appointed by Handelsbanken Fonder and Sara Karlsson, appointed by the Paulsson-family incl. companies. The Nomination Committee has appointed Per Gullstrand as its chairman. The Nomination Committee proposes the following.

2. Election of Chairman of the Meeting

The Nomination Committee proposes the AGM to elect the chairman of the Board of Directors, Anders Sundström, chairman of the AGM.

12. Resolution regarding the number of members and deputy members of the Board of Directors to be elected by the AGM

The Nomination Committee proposes that the number of members of the Board of Directors shall be seven, without deputies, for the period until the end of the next AGM.

13. Resolution regarding the fees for the members of the Board of Directors

The Nomination Committee proposes that total fees for the Board of Directors, including Committee fees, shall amount to SEK 2,999,000 (2,890,000) in total. The fees shall be distributed as follows; SEK 695,000 (670,000) to the chairman of the Board of Directors and SEK 322,000 (310,000) to each of the other members of the Board of Directors that are not employed by the Company. Fees to the members of the Audit Committee shall amount to SEK 248,000 (240,000) in total, of which SEK 124,000 (120,000) to the chairman of the Committee and SEK 62,000 (60,000) to each of the other two members of the Audit Committee. Fees to the members of the Remuneration Committee shall amount to SEK 124,000 (120,000) in total, of which SEK 62,000 (60,000) to the chairman of the Committee and SEK 31,000 (30,000) to each of the other two members of the Remuneration Committee.

14. Election of members of the Board of Directors

The Board Member Vegard Søraunet has informed the Nomination Committee that he refrains from being re-elected. The Nomination Committee proposes Anders Sundström, Lena Apler, Fredrik Paulsson, Gunilla Rudebjer, Anders Svensson and Carina Åkerström to be re-elected Members of the Board of Directors. In addition, Bent Oustad is proposed to be elected as new Member of the Board of Directors. All for the period until the end of the next AGM.

Information about the person proposed for new election to the Board

Bent Oustad

Born: 1972. Bent Oustad is currently CEO of Norwegian Property AS. Other significant professional commitments: Board Member in Fabege AB. Principal education and professional experience: Master of Science in Business and Economics, as well as Master of International Business at the Norwegian School of Economics (NHH). Independence: Independent in relation to the Company and company management. Dependent in relation to major shareholders. Shareholding in SkiStar: 0.

Information about the persons proposed for re-election to the Board etc.

Information about the persons proposed for re-election and the Nomination Committee's motivated statement is available on the Company's website, https://investor.skistar.com/en.

15. Election of Chairman of the Board of Directors

The Nomination Committee proposes Anders Sundström be re-elected chairman of the Board of Directors, for the period until the end of the next AGM.

16. Resolution regarding the number of auditors and deputy auditors, if any

The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the Company shall appoint one registered auditing firm as auditor, without deputies, for the period until the end of the next AGM.

17. Resolution regarding the fees for the auditor

The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that fees to the auditor shall be paid on an on-account basis.

18. Election of auditor

The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, that the registered auditing firm Deloitte AB is re-elected as the Company’s auditor for a period of one year. Deloitte has informed the Nomination Committee that, should the Nomination Committee’s proposal also be the decision of the AGM, the authorised public accountant, Kent Åkerlund, is to keep the position of auditor-in-charge. Neither the Nomination Committee's proposal nor the Audit Committee's recommendation has been subject to influence from third parties or has been forced by any contractual terms that restrict the freedom of choice in the auditor's election.

The Board of Director’s proposals

10. Resolution regarding the appropriation of the Company’s profit according to the adopted balance sheet

The Board of Directors proposes that dividends of SEK 2.80 per share, totalling SEK 219,452,956.80 be distributed. The remaining disposable earnings of SEK 1,084,364,506 shall be balanced in a new account. The record date for the right to receive dividend shall be Tuesday, 17 December 2024. If the AGM resolves in favour of the proposal, the planned date of payment of dividend via Euroclear Sweden is Friday, 20 December 2024.

19. Resolution regarding approval of the Board of Directors’ remuneration report for 2023/24

The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report regarding remuneration to senior executives relating to 2023/24 pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

20. Resolution regarding the guidelines for remuneration to senior executives

The Board recommends that the Annual General Meeting adopt the following guidelines for remuneration of senior executives. The guidelines apply until new guidelines are adopted by the general meeting and are valid for a maximum of four years.

Scope

The guidelines below include the Board of Directors (as applicable), the CEO and other members of Group management, hereinafter referred to as senior executives. The guidelines are applicable to remuneration under new agreements and amendments to remuneration already agreed after adoption of the new guidelines by the AGM. The guidelines do not apply to remuneration decided on by the general meeting.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability

SkiStar’s vision is to create memorable mountain experiences. SkiStar shall create value for the Company’s shareholders and promote long-term sustainability in all operations. For further information about SkiStar’s strategy, long-term interests, including financial and operational targets, in addition to sustainability targets, see https://investor.skistar.com/en and the annual report, which will be made available at the same web address no later than three weeks before the AGM.

Successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including sustainability, are contingent on the Company having qualified employees. SkiStar must therefore be able to offer competitive remuneration. The Company’s remuneration structure in accordance with these guidelines must

• contribute to a consensus between senior executives and shareholders in terms of the long-term perspective of the operations, including promotion of the Company’s business strategy, long-term interests and sustainability;

• ensure that senior executives receive remuneration that is on market conditions and competitive, enabling the Company to recruit, motivate and retain competent employees;

• require senior executives’ compliance with the Company’s code of conduct, policies and directives; and

• offer a salary based on the Company’s financial targets and senior executives’ individual responsibility, competence, performance, duties, experience and position.

Variable remuneration covered by these guidelines should aim to promote the Company’s business strategy and long-term interests, including sustainability.

Remuneration and forms of remuneration

The total compensation for senior executives must be reviewed regularly, and at least annually, to ensure that it is market-based. To create well-balanced total compensation that strengthens both short- and long-term performance management and target achievement, remuneration may include the following components: fixed cash salary, variable remuneration/bonuses including undertaking to acquire shares, pension benefits and other benefits.

Fixed cash salary
Senior executives are to be offered a fixed cash salary that is individualised and market-based in relation to responsibility, competence, performance and regional salary levels. The fixed salary is to be determined annually, to apply during the period September to August.

Variable remuneration/bonus including undertaking to acquire shares
Senior executives may receive variable cash remuneration/bonuses based on the current bonus programme for SkiStar’s senior executives, which is divided into a short-term programme (12 months) and a long-term programme (36 months), as decided by the Board for each financial year and three-year period respectively. Bonuses must be related to measurable criteria established by the Board of Directors, which may be financial or non-financial, qualitative or quantitative, and must be based on factors that support SkiStar’s business strategy and long-term interests, including its sustainability, by having a clear link to value creation, committed long-term ownership and SkiStar’s development. The criteria could, for example, relate to return for shareholders, the Company’s operating margin and organic growth, as well as skiing and activity days, measured for each financial year/three-year period. If the Board considers that the business strategy and the Company’s long-term interests, including sustainability, would be better promoted if the criteria were supplemented or changed, these guidelines allow such changes to be made.

The bonus paid to the CEO can amount to a maximum of 40 percent of 12 times the current monthly salary in a one-year programme, and 40 percent of the current monthly salary/average monthly salary in a three-year programme, which therefore constitutes the bonus cap for the CEO. Bonuses paid to other senior executives can amount to a maximum of 30 percent of 12 times the current monthly salary in a one-year programme and 30 percent of the current monthly salary/average monthly salary in a three-year programme, which therefore constitutes the bonus cap for these executives.

The level of fulfilment of the criteria for awarding variable cash remuneration is to be determined at the end of the measurement period on 31 August. For a one-year programme, the criteria relate to target achievement during the financial year that ended on the said date. For a three-year programme, the Board of Directors will decide at the start of the programme whether the criteria should, for example, refer to target attainment measured over the three-year period which end on the abovementioned date, or similar. The Remuneration Committee is responsible for the assessment of target achievement where the CEO’s and other senior executives’ variable cash remuneration is concerned. Receipt of variable cash remuneration assumes that the senior executive is employed by SkiStar on the last day of the financial year in the case of a one-year programme. If a senior executive has been a member of the Group management for only part of the current financial year, the variable cash remuneration to such senior executive will be paid pro rata in proportion to the part of the year during which he was a member of Group management. Receipt of variable cash remuneration in the three-year programme assumes that the senior executive is employed by SkiStar on the last day of the three-year period. If a senior executive has been a member of Group management for only part of the three-year period, the Board of Directors will have a right in each individual case to decide whether or not the senior executive concerned is to be entitled to variable cash remuneration in a three-year programme and, where variable cash remuneration is to be paid, the Board will also have the right to decide to what extent the variable cash remuneration should be paid. Financial targets must be assessed based on the most recent financial report published by the Company.

Should it be established that the criteria for payment of variable cash remuneration have not been met in whole or in part, for a one-year and/or three-year bonus programme, the Board of Directors has the possibility to decide that variable remuneration is nevertheless to be paid to senior executives on an individual basis in extraordinary circumstances, up to an amount not exceeding half of the bonus cap. Such extraordinary arrangements are only to be applied either for the purpose of recruitment or retention, or as remuneration for extraordinary work in addition to the person’s regular duties. Decisions on such remuneration are to be taken by the Board of Directors, for both the CEO and other senior executives, on the proposal of the Remuneration Committee. Variable remuneration is paid in October of the year after the end of a 12-month and 36-month period respectively.

Under an agreement with the Company, senior executives who receive bonuses must undertake to acquire shares in the Company for long-term ownership, investing at least 1/3 of their post-tax bonuses. Concerning a one-year program, the senior executive shall undertake to keep such acquired shares for a period of at least three years. As for a three-year program, the senior executive shall undertake to keep such acquired shares for a period of at least one year. The purchase price paid for any SkiStar shares acquired by a senior executive during a given vesting year for the short and the long bonus programme respectively may be included in the amount that the executive has committed to invest in SkiStar shares if a bonus is received for that vesting year. The purpose is to create involvement and engagement by offering senior executives the opportunity to become shareholders in a structured way. The criteria that determine the outcome as described above enable incentives to be created for senior executives to contribute to realisation of the Company’s business strategy and safeguarding of the Company’s long-term interests, including sustainability, and therefore to long-term value creation.

If a senior executive contravenes the above conditions by, for example, prematurely selling shares acquired under said conditions, the senior executive must, in accordance with the agreement with the Company, be required to repay the full amount (including income tax but not social security contributions) paid for the shares acquired.

Pension benefits
Senior executives are entitled to pension arrangements under collective bargaining agreement and agreements with SkiStar AB. All pension obligations are defined-contribution plans. For the CEO, the Company pays pension contributions corresponding to 30 percent of the pensionable salary. For other senior executives, pension payments are made according to the standard ITP plan. Salary waivers can be used for increased pension provisions through one-time pension premium payments under salary and bonus sacrifice arrangements. The retirement age for senior executives who are Swedish citizens is 65. For others, it is as specified in their own country’s pension rules.

Car benefits
Senior executives may be offered car benefits in accordance with the Company’s instruction concerning cars for all employees. The CEO may also be entitled to car benefits at a value over and above other applicable instructions in the Company.

Other benefits
Senior executives may be entitled to other benefits such as health insurance, as well as the benefits available to other SkiStar employees. The total value of these benefits may not exceed five percent of a senior executive’s fixed cash salary.
In addition, the CEO may be entitled to tax return assistance and supplementary health insurance in addition to collectively agreed health insurance. The total value of such benefits, including car benefits, may not exceed five percent of the CEO’s fixed cash salary.

Other
Employment conditions for senior executives who are subject to rules other than Swedish rules on pension and other benefits may be duly adjusted to ensure compliance with mandatory rules or established local practice, taking into account the overall purpose of these guidelines as far as possible.

Period of notice and termination benefits
The maximum period of notice is initially twelve months for termination of employment initiated by SkiStar and six months for termination by the senior executive. Termination benefits are only to be paid when termination of employment is initiated by the Company. Termination benefits are only to be paid up to the date on which the individual in question obtains other employment. Termination benefits are calculated on the fixed cash salary and are not pensionable. Total fixed salary during the period of notice and any termination benefits must not exceed an amount corresponding to the fixed salary for 24 months.

Decision-making process to determine, review and implement the guidelines
The Board’s Remuneration Committee is responsible for annually reviewing the need to revise the guidelines prior to the Board’s proposal to the AGM (if applicable) for adoption. The Board shall prepare a proposal for new guidelines at least every fourth year and present it to the AGM for resolution. The guidelines are to be valid until new guidelines are adopted by the general meeting. The Remuneration Committee must also monitor and evaluate programmes for variable remuneration for senior executives, the application of guidelines for remuneration of senior executives and applicable remuneration structures and remuneration levels in the Company. The Board makes decisions on the salary and other terms of employment for the CEO on the basis of proposals from the Remuneration Committee. The CEO makes decisions on the salary and other terms of employment for other senior executives and consults with the Remuneration Committee on these matters. Decisions on possible variable remuneration in extraordinary circumstances are, however, made by the Board for the CEO as well as for other senior executives on the basis of proposals from the Remuneration Committee. The CEO and other senior executives are not present when the Board and the Remuneration Committee consider and make decisions on remuneration-related matters in so far as they are affected by these matters.

Derogation from the guidelines
The Board may, following a proposal from the Remuneration Committee, decide to make a temporary derogation from the guidelines, in whole or in part, if there are particular reasons to do so in an individual case and such derogation is necessary in order to serve the Company’s long-term interests, including sustainability, or to ensure the Company’s financial viability. As stated above, the Remuneration Committee’s tasks include preparation of the Board’s decisions in remuneration-related matters. This includes decisions to derogate from the guidelines. Such derogations are to be reported and explained in the subsequent remuneration report.

Salary and terms of employment for other employees
In preparing the Board’s proposal for these remuneration guidelines, the salaries and terms of employment for the Company’s employees have been taken into account by including information about the employees’ total remuneration, the components of the remuneration and the remuneration increase and rate of increase over time in the Board’s decision support material for evaluating the reasonableness of the guidelines and limitations set out herein. The remuneration report on paid and outstanding remuneration covered by the guidelines will include a report on the trend regarding the gap between Company management’s remuneration and other employees’ remuneration.

Changes from previous guidelines
The Board’s proposal for guidelines for remuneration of senior executives prior to the 2024 AGM is largely consistent with the guidelines adopted at the 2023 AGM. In the review before the 2024 AGM, there has been some clarifications regarding the period of time during which the senior executives undertake to keep shares acquired within a three-year program.

More information
On the date of submission of these proposed remuneration guidelines for senior executives, SkiStar did not have any remuneration commitments not due for payment other than ongoing commitments to senior executives in accordance with the remuneration principles adopted at the 2023 AGM. For more information on remuneration at SkiStar, see the remuneration report and the annual report, which are available at https://investor.skistar.com/en no later than three weeks prior to the Annual General Meeting.

21. Resolution regarding authorization for the Board of Directors to resolve on new share issues

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve upon new issues of shares in accordance with the following.

The Board of Directors is proposed to be authorized to, on one or several occasions during the period until the next AGM, to resolve on new issues of Class B shares. A new share issue may be made with or without deviation from the shareholders’ preferential right. The authorisation shall include the right to resolve on a new share issue with cash payment, payment by contribution in kind or payment by set-off and otherwise subject to conditions as set out in Chapter 2, Section 5, Paragraph 2, 1-3 and 5 of the Swedish Companies Act. Decision pursuant to the authorisation may not result in a new issuance of shares exceeding ten (10) percent of all shares in the Company at the time of the AGM's decision on the authorisation. An issue of new shares based on this authorisation must not result in the Company’s share capital exceeding the Company’s maximum allowed share capital as set out in the articles of association. Shares shall, in case of deviation from the shareholders’ preferential right to subscription, be issued on market terms. The Board shall be entitled to determine other terms for the share issue.

The purpose of the authorisation, and the reason for deviation from the shareholders’ preferential right if any, is to give the Board increased options to, completely or partially, finance any future investments/acquisitions by issuing new shares as payment in connection with agreements on acquisitions alternatively to raise capital for such investments/acquisitions. The Board, or anyone appointed by the Board, shall be authorised to make such minor adjustments of the resolution of the AGM that may be necessary in connection with registration with the Swedish Companies Registration Office and has the right to otherwise take the measures required to enforce the decision.

22. Resolution on authorisation providing the Board of Directors with the right to pass resolutions regarding acquisitions and sales of the Company’s own shares

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve on the acquisition and sales of the Company’s own shares according to essentially the following.

The Board of Directors’ proposal entails that the Board be authorised, until the next AGM of shareholders, to pass resolutions on one or more occasions regarding the acquisition of Class B shares in the Company; however, the Company’s holding may not, at any time, exceed ten percent of the total number of shares in the Company. The acquisition of shares shall take place in a regulated market or by an acquisition offer made to all shareholders that hold Class B shares. Acquisition of shares in a regulated market may only take place at a price that is, at any given point in time, within the registered share price interval – that is, the interval between the highest bid price and the lowest selling price. An offer of acquisition made to all shareholders may take place at a price equivalent to the lowest market value at the time of the offer, with a maximum deviation of plus 20 percent.

Furthermore, the proposal by the Board of Directors entails that the Board of Directors be entitled to pass resolutions, on one or more occasions until the next AGM, regarding the sale of the Company’s own shares in a regulated market or in conjunction with the acquisition of companies or operations. The authorisation includes the right to pass resolutions on deviation from the preferential rights of shareholders and resolutions that establish forms of payment other than cash funds, on the basis of in-kind payment, offsetting or on the basis of other conditions. The authorisation may be utilised for the maximum number of shares stipulated in the authorisation to acquire the Company’s shares. Transfers in a regulated market may only take place at a price that is, at any given point in time, within the registered share price interval. Transfers in connection with acquisitions shall take place at a price which, in all essential manners, corresponds to the market value for the Company’s share at the time of entering into the acquisition agreement.

These authorisations aim to provide the Board of Directors with increased scope in working with the Company’s capital structure and, if deemed appropriate, to facilitate acquisitions. The reason for the deviation from pre-emption rights, with regard to transfers made in conjunction with the acquisition of companies and businesses, is to create alternative forms of payment for such acquisitions. The Board, or anyone appointed by the Board, shall be authorised to make such minor adjustments of the resolution that may prove necessary in connection with the implementation of the Board’s resolution on repurchase and transfer of own shares.

Other information

Documents prior to the Annual General Meeting etc.

Accounting documents, auditor’s reports and the complete proposals and statements of the Board of Directors and the Nomination Committee pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available to shareholders at least three weeks prior to the AGM, at the Company’s address: SkiStar AB, Sälfjällsgården, 780 91 Sälen, Sweden, and on the Company’s webpage: https://investor.skistar.com/en. Copies of these documents will also be sent, free of cost, by post or e-mail to the shareholders upon request, and upon receipt of a postal or e-mail address and will be available at the AGM.

Certain majority requirements

For valid resolutions in accordance with item 21 and 22 on authorisations for the Board of Directors, the proposals shall be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

Shareholders’ right to request information

Shareholders present at the AGM retain the right to request information regarding matters on the agenda or the Company’s financial position according to Chapter 7, Section 32 of the Swedish Companies Act (2005:551).

Number of shares and votes

The number of registered shares in the Company as per the date of issuance of this notice is a total of 78,376,056, of which 3,648,000 are Class A shares and 74,728,056 are Class B shares. The total number of votes is 111,208,056. The Company holds no own shares.

Sälen in November 2024
The Board of Directors of SkiStar AB (publ)

This information was submitted for publication, through the agency of the contact persons set out below, on 6 November 2024, at 10.00 a.m. CET.

Further information can be reached from:

Stefan Sjöstrand, CEO, tel +46 (0)280 841 60.
Martin Almgren, CFO, tel +46 (0)280 841 60.

SkiStar in brief

The mountain tourism company SkiStar AB (publ) is listed on the Mid Cap list of the Nasdaq Stockholm exchange. The Group owns and operates alpine ski resorts in Sälen, Vemdalen, Åre and Hammarbybacken (Stockholm) in Sweden, and Hemsedal and Trysil in Norway. Our operations are divided into three segments: Operation of Ski Resorts, Property Development & Exploitation and Operation of Hotels. As the leading holiday organiser for Scandinavia, SkiStar’s business concept is to create memorable mountain experiences, develop sustainable destinations and offer accommodation, activities, products and services of the highest quality with our guests as our focus. For more information, see https://investor.skistar.com/en.

Attachment

• SkiStar Press Release - Notice to Annual General Meeting 2024