Governance

Sleep Cycle is a Swedish public limited liability company. Prior to the listing on Nasdaq Stockholm, corporate governance in the Company was based on Swedish law and internal rules and instructions. Once the Company has been listed on Nasdaq Stockholm, the Company will also comply with Nasdaq Nordic Main Market Rulebook for Issuers of Shares and apply the Swedish Corporate Governance Code (the “Code”). The Code applies to all Swedish companies with shares listed on a regulated market in Sweden and shall be fully applied in connection with the listing of a company. The Company is not obliged to comply with every rule in the Code as the Code itself provides for the possibility to deviate from the rules, provided that any such deviations and the chosen alternative solutions are described and the reasons therefore are explained in the corporate governance report (according to the so-called “comply or explain principle”).

The Company will apply the Code from the time of the listing of the shares on Nasdaq Stockholm. Any deviation from the Code will be reported in the Company’s corporate governance report, which will be prepared for the first time for the 2021 financial year. However, in the first corporate governance report, the Company is not required to explain non-compliance with such rules that have not been relevant during the period covered by the corporate governance report. Currently, the Company does not expect to report any deviations from the Code in the corporate governance report.

Articles of association for Sleep Cycle AB (publ), registration number 556614-7368, adopted by the extraordinary shareholders’ meeting on 3 May 2021.

1 § Company name

The company’s name is Sleep Cycle AB (publ).

2 § Registered office

The company’s registered office shall be situated in Gothenburg.

3 § Object of the Company’s business

The company’s main business is to develop sleep and health-related apps for smartphones and tablets as well as websites. Manage international distribution of products and services in the software industry.

4 § Share capital and shares

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 18,000,000 and not more than 72,000,000.

5 § Financial year

The company’s financial year shall be the calendar year.

6 § Board of directors

The board of directors elected by the shareholders’ meeting shall consist of not less than three (3) members and not more than ten (10) members.

7 § Auditor

The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

8 § Notice of shareholders’ meeting

Notice of general shareholders’ meetings shall be made through announcement in Post- och Inrikes Tidningar and on the company’s website. It shall be announced in Svenska Dagbladet that a notice of a shareholders’ general meeting has been issued.

9 § Participation in shareholders’ meetings

In order to participate at a shareholders’ meeting, a shareholder must notify the company of the intention to attend no later than on the day stipulated in the notice of the shareholders’ meeting. Such a day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and must not be more than the fifth weekday prior to the shareholders’ meeting.

A shareholder may be accompanied by assistants at a share- holders’ meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.

10 § Business at annual shareholders’ meetings

The following business shall be addressed at annual shareholders’ meetings:

1. election of a chairperson of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two persons who shall approve the minutes of the meeting;
5. determination of whether the meeting was duly convened;
6. submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
8. resolutions regarding allocation of the company’s profit or loss in accordance with the adopted balance sheet;
9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. determination of the number of members of the board of directors, and the number of auditors and deputy auditors;
11. Determination of fees for members of the board of directors and auditors;
12. Election of the members of the board of directors, and auditors and deputy auditors;
13. Other matters which are set out in the Swedish Companies Act or the company’s articles of association.

11 § Collecting the powers of attorneys and vote by post

The board of directors may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Companies Act (2005:551). The board of directors has the right before a shareholders’ meeting to decide that the shareholders shall be able to exercise their right to vote by post before the shareholders’ meeting.

12 § Place for general meetings

General meetings shall be held in Gothenburg or Stockholm.

13 § Euroclear company

The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

The Company’s annual general meeting 2025 elected Öhrling PricewaterhouseCoopers AB (”PwC”), with Ulrika Ramsvik (born 1973), as auditor in charge. PwC was elected for the time period until the end of the general meeting in 2026. Ulrika Ramsvik is authorized public accountants and member of FAR (professional institute for authorized public accountants). PwC’s office address is Masthamnsgatan 1, 405 32 Gothenburg, Sweden.

Sleep Cycle has an audit committee consisting of two members: Anne Broeng (chairman) and Mathias Høyer. The audit committee shall, without it affecting the responsibilities and tasks of the Board of Directors, monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal controls, internal auditing and risk management, keep informed of the auditing of the annual report and the consolidated accounts, review and monitor the impartiality and independence of the auditors and pay close attention to whether the auditors are providing other services besides audit services for the Company, and assist in the preparation of proposals for the shareholders’ meeting’s decision on election of auditors. All members of the audit committee are independent of the Company and executive management as well as of the major shareholders.

Sleep Cycle has a remuneration committee consisting of two members: Mathias Høyer (chairman) and Anne Broeng. The remuneration committee shall prepare the Board of Directors’ decisions on issues concerning remuneration principles, remunerations and other terms of employment for the executive management remuneration guidelines as well as the remuneration report, monitor and evaluate programs for variable remuneration, both ongoing and such that have ended during the year, for the executive management and monitor and evaluate the application of the guidelines for remuneration to the executive management established by the annual general meeting, as well as the current remuneration structures and remuneration levels in the Company. The remuneration committee shall on a continuous basis, and always after its meetings, report its decisions, proposals, findings, conclusions etc. in writing to the Board of Directors.

Principles for the nomination committee

The company shall have a nomination committee consisting of a member appointed by each of the three shareholders or ownership groups with the largest number of votes together with the chairperson of the board, who will also convene the first meeting of the nomination committee. The nomination committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 31 August each year and other reliable ownership information available to the company at such time.

The committee member representing the largest shareholder shall be appointed chairperson of the nomination committee, unless the nomination committee unanimously appoints another member of the nomination committee as chairperson. In the event that, before the date falling three months prior to the annual general meeting, one or more of the shareholders having appointed representatives of the nomination committee are no longer among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives in accordance with these instructions. Should a member resign from the nomination committee before its work has been completed and the nomination committee considers it necessary to replace such member, such substitute member is to represent the same shareholder, or, if the shareholder is no longer one of the largest shareholders, the largest shareholder in turn. Shareholders who have appointed a representative to be a member of the nomination committee shall have the right to dismiss such member and appoint a new representative of the nomination committee. Changes to the composition of the nomination committee must be publicly announced immediately.

The nomination committee shall prepare the following proposals to be passed on for resolution at the annual general meeting:

• chairperson of the general meeting,
• number of board members, board members and chairperson of the board,
• board remuneration divided between the chairperson and other board members as well as remuneration for committee work,
• auditors and remuneration to the company’s auditors, and
• to the extent deemed necessary, changes in the current instruction for the nomination committee.

In performing its duties, the nomination committee shall act in accordance with the requirements stipulated in the Swedish Companies Act and the Swedish Corporate Governance Code.

The composition of the nomination committee for the annual general meeting shall normally be announced no later than six months before the annual general meeting. Remuneration shall not be paid to the members of the nomination committee. The company is to pay any necessary expenses that the nomination committee may incur as part of conducting its work, for example, costs for external consultants deemed necessary by the nomination committee in order for the nomination committee to fulfil its duties. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.

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General information

These guidelines for remuneration to executive management (the "Guidelines") cover remuneration for Sleep Cycle’s executive management, including the Chief Executive Officer (CEO). The Guidelines are forward-looking, meaning they apply to remuneration agreements and changes to existing remuneration agreements made after these Guidelines are adopted by the 2025 Annual General Meeting. These Guidelines do not apply to remuneration decided by the General Meeting.

Promotion of the Company’s Business Strategy, Long-Term Interests, and Sustainability

The Company’s business strategy is to help people sleep better to improve global health. Sleep Cycle develops a solution for sleep health and an application for sleep monitoring. Sleep Cycle’s vision is to become the globally leading solution for sleep health. For further information on the Company’s business strategy, please visit investors.sleepcycle.com.

Successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, require that the Company can recruit and retain qualified employees and executives. To achieve this, the Company must be able to offer competitive remuneration. The Board believes that these Guidelines enable the Company to offer executive management a competitive total remuneration package.

The Company may offer and has established long-term share and share price-related incentive programs. Such programs are decided by the General Meeting and are therefore not covered by these Guidelines. For more information on these programs, including the criteria upon which outcomes depend, please refer to the Company’s remuneration report.

Forms of Remuneration

Remuneration shall be market-based and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits, and other benefits. The General Meeting may also – independently of these Guidelines – resolve on, for example, share and share price-related remuneration.

Fixed Remuneration

The fixed remuneration for executive management is reviewed annually and shall be competitive and based on the individual’s skills, responsibilities, and performance.

Variable Remuneration

Variable cash remuneration shall be based on predetermined and measurable criteria, which may be financial or non-financial, shall be directly or indirectly linked to the achievement of Sleep Cycle’s business strategy, and shall be measured over a period of one or several years. They may also consist of individual, quantitative, or qualitative goals. The criteria shall be designed to promote the Company’s business strategy and long-term interests, including its sustainability. Additional variable cash remuneration may be awarded under extraordinary circumstances, either to recruit or retain executive management or as remuneration for extraordinary performance beyond the individual’s regular duties, provided that such extraordinary circumstances are timelimited and awarded on an individual basis. The total variable cash remuneration may not exceed 100% of the executive’s fixed annual cash salary. The extent to which the criteria for awarding variable cash remuneration have been met shall be determined and evaluated after the measurement period has ended, and for financial goals, based on the latest financial information published by the Company. The Remuneration Committee evaluates variable cash remuneration for the CEO, and the CEO evaluates variable cash remuneration for other executives.

Pension and Standard Benefits

Pension benefits, including health insurance, shall be defined-contribution and secured through premium payments to insurance companies. Variable cash remuneration does not entitle the recipient to pension benefits. Other possible benefits shall be standard and facilitate the ability of executive management to perform their duties, such as occupational health services, medical insurance, and company car benefits. The total amount of pension premiums and other standard benefits may not exceed 30% of the fixed annual cash salary. Sleep Cycle may instead provide salary conversion upon request by an executive, provided that the overall cost to the Company remains broadly the same. For individuals in group management who are not resident in Sweden, appropriate adjustments may be made to comply with mandatory regulations or established local practice, ensuring these Guidelines' overall purpose is maintained as far as possible.

Termination of Employment

In the event of termination by the Company, the notice period shall be a maximum of twelve months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to eighteen months fixed cash salary. In the event of termination by the executive, the notice period shall be a maximum of twelve months without the right to severance pay. Additionally, remuneration for any noncompete obligations may be provided. Such remuneration shall compensate for any loss of income and shall only be granted to the extent that the former executive lacks the right to severance pay. The remuneration shall not exceed 60% of the average monthly remuneration (both fixed and variable) paid by the Company during the twelve months preceding termination and shall be paid for the duration of the non-compete obligation, which shall be a maximum of twelve months after termination of employment.

Salary and Employment Conditions for Employees

In the preparation of the Board’s proposal for these Guidelines, salary and employment conditions for the Company’s employees have been considered by including information on employees’ total remuneration, its components, and its increase and rate of increase over time as part of the Remuneration Committee’s and the Board’s decision-making basis when evaluating the fairness of the Guidelines and the restrictions they impose.

Deviation from the Guidelines

The Board may decide to temporarily deviate from the Guidelines if, in an individual case, there are special reasons for doing so and a deviation is necessary to safeguard the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. The Remuneration Committee is responsible for preparing the Board’s decisions on remuneration matters, including decisions on deviations from the Guidelines.

Decision Process for Establishing, Reviewing, and Implementing the Guidelines

The Board has established a Remuneration Committee. The Committee’s tasks include preparing the Board’s decisions on proposals for guidelines on executive remuneration. The Board shall prepare proposals for new guidelines at least every four years and present them to the Annual General Meeting for resolution. The Guidelines shall remain in effect until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also prepare decisions on remuneration-related matters, including decisions on deviations from the Guidelines, monitor and evaluate programs for variable remuneration for management, the application of Guidelines for executive remuneration, and current remuneration structures and levels in the Company. When the Board considers and makes decisions on remuneration-related matters, the CEO or other members of executive management shall not be present to the extent that they are affected by the matters.

Remuneration Report 2024

Remuneration Report 2023

Remuneration Report 2022

Remuneration Report 2021

Sleep Cycle strives to maintain a transparent business climate and high business ethics. We value the safety and respect of everyone affected by our business. You have a vital role in our success.

In event of a serious violation, it can be reported anonymously to Sleep Cycles whistleblowing service WhistleB. You may also call Jonna Grenfeldt, public relations manager, at +46 70 735 7539.

Sleep Cycle is dedicated to conducting business with the highest possible standards. The Code of Conducts is one of the ways we put these standards into practice. Being an employee at Sleep Cycle comes with many good things as well as responsibility. Responsibility to uphold high standards in how we, every day, communicate, behave, and act. It is not possible for our Code of Conduct to address every situation that you may face but it is set out the higher principle that should help anyone working at Sleep Cycle to “do the right thing”.