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Notice of Annual General Meeting in H100 Group AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Finans |
| Industri | Investeringar |
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The shareholders of H100 Group AB, reg. no. 556578-5622 (“H100” or the “Company”), are hereby summoned to the Annual General Meeting on 23 June 2026, at 12:00 CEST, at the premises of BAHR Advokatbyrå AB, Birger Jarlsgatan 16, Stockholm, Sweden. Registration for the meeting will commence at 11:30 CEST.
Right to attend
In order to attend the Annual General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 12 June 2026. Further, shareholders who wish to participate in the Annual General Meeting shall give notice of participation to the Company no later than on 16 June 2026. Notice of participation can be made:
- by mail: H100 Group AB, Box 2376, SE-103 18 Stockholm, Sweden, or
- by e-mail: info@h100.group.
The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Annual General Meeting. Shareholders or their proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the Annual General Meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register kept by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 12 June 2026, voting right registrations completed by the nominee no later than on 16 June 2026 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 16 June 2026.
Proxy and proxy form
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Annual General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the Company at the above address no later than on 16 June 2026. A proxy form is available on the Company’s website, www.h100.group, and is upon request sent to the shareholders who provide their postal address.
Proposed agenda
- Opening of the Annual General Meeting
- Election of chairman at the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or more persons to verify the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the group auditor’s report.
- Resolution on:
- Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
- dispositions regarding profit or loss according to the adopted balance sheet, and
- discharge from liability for board members and CEO.
- Determination of the number of board members and auditors and, where applicable, deputy board members and deputy auditors.
- Determination of fees for the Board of Directors and auditors.
- Election of the Board of Directors and auditors and, where applicable, deputy board members and deputy auditors.
- Resolution to amend the Articles of Association.
- Resolution on authorization for the Board of Directors to issue shares.
- Resolution on authorization for the Board of Directors to issue shares to the sellers of Moonshot AS and Never Say Die AS.
- Resolution to amend the Articles of Association.
- Closing of the Annual General Meeting.
Proposed resolutions
Item 2 – Election of chairman at the meeting
The Board of Directors proposes that Emil Hedberg, member of the Swedish Bar Association, or the person appointed by the Board of Directors in his absence, be elected as chairman at the Annual General Meeting.
Item 8 b – Resolution on dispositions regarding profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 9 – Determination of the number of board members and auditors and, where applicable, deputy board members and deputy auditors
Shareholders representing more than 20 per cent of the shares and votes in the Company (the “Shareholders”) propose that the number of board members shall be four (4), without deputy board members. The Shareholders further propose that the Company shall have a registered accounting firm as auditor.
Item 10 – Determination of fees for the Board of Directors and auditors
The Shareholders propose that the board fees shall remain unchanged from the previous year with the following allocation. The chairman shall receive SEK 400,000 and the other board members of the Company shall receive SEK 200,000 each.
The Shareholders propose that the auditor's fees shall be paid in accordance with approved invoices.
Item 11 – Election of the Board of Directors and auditors and, where applicable, deputy board members and deputy auditors
The Shareholders propose re-election of Sander Andersen, Johannes Wiik, Joakim Dahl and Florence Aspinall as board members and re-election of Sander Andersen as chairman of the Board of Directors, all for the period until the end of the next Annual General Meeting.
The Shareholders further propose re-election of the registered accounting firm Allians Revision & Redovisning AB as the Company's auditor for the period until the end of the next Annual General Meeting. Allians Revision & Redovisning AB has informed that Per Lindblom will be replaced by the authorized auditor Henrik Leandersson as the auditor in charge if Allians Revision & Redovisning AB is re-elected as auditor.
Item 12 – Resolution to amend the Articles of association
The Board of Directors proposes that the Annual General Meeting, for the purpose of achieving appropriate limits for the number of shares and share capital, resolves to amend §§ 4 and 5 of the Articles of Association in accordance with the following.
Proposed wording of § 4:
The share capital shall be not less than SEK 33,839,669.20 and not more than SEK 135,358,676.80.
Proposed wording of § 5:
The number of shares shall be not less than 338,396,692 and not more than 1,353,586,768.
Authorization
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
Majority requirement
For a valid resolution in accordance with the Board of Directors' proposal under this item 12, the proposal must be supported by at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
Item 13 - Resolution on authorization for the Board of Directors to issue shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, with or without deviation from the shareholders' preferential rights. The total number of shares that may be issued by support of the authorization, shall not be limited other than by the limits set forth in the Company's articles of association from time to time. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to increase the Company's financial flexibility and the Board's room for manoeuvre, in a time- and cost-effective manner be able to supply the Company with new capital and/or new shareholders of strategic importance for the Company, and enable the Company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with agreements on acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders' preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable.
Authorization
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
Majority requirement
For a valid resolution in accordance with the Board of Directors' proposal under this item 13, the proposal must be supported by at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
Item 14 – Resolution on authorization for the Board of Directors to issue shares to the sellers of Moonshot AS and Never Say Die AS
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issues of shares to the sellers of Moonshot AS and Never Say Die AS in accordance with the share purchase agreement entered into by the Company on 23 April 2026 (the “Consideration Shares”).
The Board of Directors shall have the right to determine the other terms and conditions for issues pursuant to this authorization and who shall have the right to subscribe for the issued shares, which, however, shall be in accordance with agreements entered into by the Company. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The reason for the Board of Directors being able to resolve on issue with deviation from the shareholders' preferential rights and/or with provisions for payment in kind or set-off is that the Company shall be able to fulfil agreements entered into relating to the acquisition of Moonshot AS and Never Say Die AS.
Authorization
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
Exemption from mandatory bid obligation and specific majority requirement
The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has granted Geir Harald Hansen an exemption from the mandatory bid obligation with respect to his acquisition, directly and indirectly, of shares in the directed issue of shares in accordance with the share purchase agreement entered into on 23 April 2026 (AMN 2026:11). The exemption is conditional upon the shareholders being informed prior to the general meeting of the capital and voting share that Geir Harald Hansen, directly and indirectly, may obtain as a result of his subscription, and that the directed issue is approved by the general meeting with at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting, disregarding any shares held and represented at the meeting by Geir Harald Hansen, directly and indirectly.
Upon subscription of the shares in the directed issue, Geir Harald Hansen's direct and indirect ownership will amount to a maximum of 75 per cent of the shares and votes in the Company.
Item 15 – Resolution to amend the Articles of association
The Board of Directors proposes that the Annual General Meeting, for the purpose of achieving appropriate limits for the number of shares and share capital following the issuance of the Consideration Shares, resolves to amend §§ 4 and 5 of the Articles of Association in accordance with the following.
The resolution under this item 15 is conditional upon, and shall be filed for registration with the Swedish Companies Registration Office after, the Company having resolved on the issuance of the Consideration Shares to the sellers of Moonshot AS and Never Say Die AS, in accordance with the share purchase agreement entered into by the Company on 23 April 2026.
Proposed wording of § 4:
The share capital shall be not less than SEK 110,000,000 and not more than SEK 440,000,000.
Proposed wording of § 5:
The number of shares shall be not less than 1,100,000,000 and not more than 4,400,000,000.
Authorization
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
Majority requirement
For a valid resolution in accordance with the Board of Directors' proposal under this item 15, the proposal must be supported by at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
Number of shares and votes in the Company
At the time of issuance of this notice, the total number of shares in the Company, as well as the total number of voting rights, amounts to 338,396,692.
Shareholders’ right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
Available documents
The annual report together with the related auditor's reports, other documents in accordance with the Swedish Companies Act and proxy forms will be available at the Company and on the Company's website, www.h100.group, at least three weeks prior to the meeting. Copies of the documents will be sent free of charge to shareholders who so request and provide their postal address. The documents will also be available at the meeting.
Processing of personal data
For information about how your personal data are processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________________
Stockholm in May 2026
H100 Group AB
The Board of Directors