NOTICE OF ANNUAL GENERAL MEETING OF ABELCO INVESTMENT GROUP AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Finans |
| Industri | Investeringar |
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The shareholders of Abelco Investment Group AB, org.nr 556775–2745 (the "Company"), are hereby invited to attend the Annual General Meeting to be held on 29 May 2026 at 09.00 a.m. CET. The Board of Directors has, based on the Articles of Association, decided that the Annual General Meeting shall be held without physical presence and instead be held digitally via a web-based platform.
RIGHT TO PARTICIPATE IN THE MEETING, ETC.
Shareholders who wish to attend the Annual General Meeting must:
(i) be entered in the share register maintained by Euroclear Sweden AB on the record date 21 May 2026, and
(ii) notify the Company of their intention to participate no later than 25 May 2026. Notification of attendance shall be made by e-mail to info@abelco.se or by post to Abelco Investment Group AB c/o OP Administration AB, "AGM 2026", Box 170, 791 24 Falun, Sweden.
The notification must include name/company name, personal identity number/corporate identity number, address, telephone number and, where applicable, information about the proxy and/or deputy. The notification must also be accompanied by complete authorization documents such as a certificate of registration or equivalent, if necessary, for example in the case of legal entities.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must register their shares in their own name in order to be entitled to participate in the Annual General Meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 25 May 2026 will be taken into account in the preparation of the share register.
Agents, etc.
Shareholders who are represented by proxy must issue a written, signed and dated power of attorney for the proxy. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent by letter to the Company well in advance of the Annual General Meeting at the above address. A proxy form will be available on the Company's website, www.abelco.se, no later than three weeks prior to the meeting.
Instructions for digital participation
The meeting will be conducted digitally only via a web-based platform with video and audio access. No software download required. Participation requires an internet-connected computer or mobile device (smartphone or tablet). To request the floor, access to a microphone is required.
Registered shareholders will receive a participant link sent to the e-mail address provided at the time of registration no later than the day before the meeting. Via the link, the shareholder joins the meeting and can participate and exercise their voting rights, or be represented by proxy.
Personal data
Personal data obtained through notification, proxy or through the share register maintained by Euroclear will only be used for the necessary registration and preparation of the voting list for the meeting. For information on the processing of personal data, please see Euroclear's privacy policy, which is available on Euroclear's website.
DRAFT AGENDA
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the Annual Report and the Auditor's Report
- Decisions on:
a. Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b. Appropriation of the Company's profit or loss in accordance with the adopted balance sheet
c. Discharge from liability for the members of the Board of Directors and the CEO - Determination of fees to the Board of Directors and auditor
- Election to the Board of Directors and election of auditor
- Resolution on reduction of the share capital
- Resolution on amendment of the Articles of Association
- Resolution on authorization for the Board of Directors to resolve on a new issue of shares, warrants and/or convertibles
- Resolution on authorization for the Board of Directors to make minor adjustments to the resolutions passed at the Annual General Meeting
- Closing of the meeting
PROPOSAL FOR A DECISION
Item 8(b) - Appropriation of the Company's profit or loss in accordance with the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting disposes of the Company's results in accordance with the proposal that will be presented in the Annual Report for the financial year 2025. The Board of Directors further proposes that no dividend be paid for the financial year 2025.
Item 9 – Determination of fees to the Board of Directors and auditor
The Board of Directors proposes that fees shall be paid to non-employed members of the Board of Directors with half of the price base amount (excluding social security contributions) and to the Chairman of the Board of Directors with a full price base amount (excluding social security contributions). It is proposed that fees to the auditor shall be paid in a reasonable amount in accordance with approved invoices.
Item 10 – Election of the Board of Directors and election of auditor
Proposals for the Board of Directors and auditor will be announced through a press release and will be available on the Company's website no later than two weeks prior to the Annual General Meeting. The proposal will also be sent to shareholders who so request.
Item 11 – Resolution on reduction of the share capital
The Board of Directors proposes that the Annual General Meeting resolves to reduce the share capital in order to adjust the Company's capital structure. The reduction is proposed to take place without the cancellation of shares.
The complete terms and conditions for the reduction of the Company's share capital will be announced through a press release and will be available on the Company's website no later than two weeks prior to the Annual General Meeting. The proposal will also be sent to shareholders who so request.
The resolution requires the support of shareholders holding at least 2/3 of the shares represented at the Annual General Meeting and amendment of the limits for share capital in the Articles of Association in accordance with item 12.
Item 12 – Resolution on amendment of the Articles of Association
The Board of Directors further proposes that § 4 of the Articles of Association be amended in accordance with the reduction as follows.
Current wording:
§ 4 Share capital
"The share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000."
Proposed wording:
§ 4 Share capital
"The share capital shall be not less than SEK 3,500,000 and not more than SEK 8,000,000."
The Board of Directors proposes that the Annual General Meeting resolves to amend § 5 of the Articles of Association as follows.
Current wording:
§ 5 Number of shares
"The number of shares shall be not less than 1,000,000,000 and not more than 4,000,000,000."
Proposed wording:
§ 5 Number of shares
"The number of shares shall be not less than 1,000,000,000 and not more than 8,000,000,000."
Item 13 - Resolution on authorization for the Board of Directors to resolve on a new issue of shares, warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions, during the period until the next Annual General Meeting, resolve to increase the Company's share capital through a new issue of shares, warrants and/or convertibles to the extent permitted from time to time in accordance with the Articles of Association.
New issues of shares, as well as issues of warrants and convertibles, may be made with or without deviation from the shareholders' preferential rights against cash payment, by contribution in kind, set-off or otherwise subject to the terms and conditions set out in Chapter 2. Section 5 of the Companies Act. According to Chapter 16. The Board of Directors is not entitled to decide on issues to the Board of Directors and/or employees of the Company pursuant to this authorization.
A resolution under this item requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
Item 14 – Resolution on authorization for the Board of Directors to make minor adjustments to the resolutions passed at the Annual General Meeting
It is proposed that the Board of Directors, or a person appointed by the Board of Directors, be authorised to make such minor adjustments to the resolutions as may prove necessary in connection with the registration of the proposals for resolutions in accordance with this notice at the Swedish Companies Registration Office.
INFORMATION, DOCUMENTS AND NUMBER OF SHARES AND VOTES
Shareholders have according to Chapter 7. Section 32 of the Swedish Companies Act, the right to request at the Annual General Meeting that the Board of Directors and the CEO provide information on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The Board of Directors and the CEO shall disclose such information if the Board of Directors believes that it can be done without material harm to the Company.
Complete proposals for resolutions as well as accounting documents and the auditor's report will be available to shareholders at the Company three weeks prior to the meeting and will be sent free of charge to shareholders who so request and state their postal address or e-mail address. The documents will also be published on the Company's website www.abelco.se and will be available at the Annual General Meeting.
As of the date of this notice, the Company has 2,293,840,230 registered shares, corresponding to an equal number of votes.
____________________
Stockholm, April 2026
Abelco Investment Group AB
Board of Directors