Notice of Annual General Meeting of ARGO DEFENCE GROUP AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Industri |
| Industri | Industriprodukter |
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The shareholders of Argo Defence Group AB (publ), reg. no. 559529–0734 (the “Company”), are hereby invited to attend the annual general meeting on 28 May 2026 at 10:00 a.m. at the offices of Eversheds Sutherland Advokatbyrå, Sveavägen 20, Stockholm. Registration commences at 9:45 a.m.
N.B. THIS ENGLISH TEXT IS AN UNOFFICIAL TRANSLATION OF THE SWEDISH ORIGINAL OF THE NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN ARGO DEFENCE GROUP AB (PUBL), AND IN CASE OF ANY DISCREPANCIES BETWEEN THE SWEDISH AND THE ENGLISH TRANSLATION, THE SWEDISH TEXT SHALL PREVAIL.
Right to attend and notice of attendance
Shareholders wishing to attend the annual general meeting shall
- be recorded in the share register maintained by Euroclear Sweden AB on 20 May 2026, and
- notify the Company of their attendance no later than 22 May 2026. Notice of attendance shall be made in writing to the Company, Att. Argo Defence Group AB “Investor Relations”, Munkbrogatan 2, 111 27 Stockholm, or by e-mail to ir@argodefence.se. When giving notice of attendance, please state name, personal or corporate identity number, shareholding, address, telephone number, details of any assistants (no more than two assistants) and proxies and, where applicable, details of any representative. In addition, where applicable, complete authorisation documents such as certificates of registration or equivalent should be appended to the notice of attendance.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares temporarily re-registered in their own name in order to be entitled to attend 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 completed (registered with Euroclear Sweden AB) no later than 22 May 2026 will be taken into account in the preparation of the share register.
PROXIES ETC.
Shareholders represented by proxy shall issue a written power of attorney, signed and dated by the shareholder. The validity period of the power of attorney may not exceed five years if specifically stated. If no validity period is stated, 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 certificate of registration or equivalent for the legal entity shall be appended. A copy of the power of attorney and any certificate of registration should be sent to the Company by post or e-mail well in advance of the meeting. Furthermore, the original power of attorney shall be brought to the meeting. A proxy form will be available on the Company’s website (www.argodefence.se) no later than three weeks before the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting register
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report
- Resolutions regarding:
- adoption of the income statement and the balance sheet and the consolidated financial statements and the consolidated auditor’s report
- appropriation of the company’s profit or loss according to the adopted balance sheet
- discharge from liability for the members of the board of directors and the managing director
- Resolution on the number of board members and deputy board members
- Determination of fees for the board of directors and the auditor
- Election of board members and auditors
- Resolution on authorisation for the board of directors to resolve on repurchase and transfer of own shares
- Resolution to authorise the board of directors to resolve on new issue of shares, issue of warrants and/or convertibles
- Resolution on authorisation for the board of directors to make minor adjustments to the resolutions adopted at the meeting
- Closing of the meeting
THE BOARD’S PROPOSALS FOR RESOLUTIONS
Item 2 – Election of chairman of the meeting
The board of directors proposes that attorney Mark Falkner from Eversheds Sutherland be elected as chairman of the annual general meeting.
Item 8b – Resolution on appropriation of the company’s profit or loss according to the adopted balance sheet
The board of directors proposes that no dividend be paid and that the result for 2025 be carried forward.
Item 9 - Resolution on the number of board members and deputy board members
According to the Company’s current articles of association, the board of directors shall consist of no fewer than three (3) and no more than ten (10) board members. It is proposed that the board of directors, for the period until the end of the next annual general meeting, shall consist of 5 board members.
Item 10 – Determination of fees for the board of directors and the auditors
The board of directors proposes that the chairman of the board shall receive an annual fee of 4 base amounts, which in 2026 corresponds to SEK 236,800, and that each of the other board members elected by the general meeting who are not employed by the Company shall receive an annual fee of 2 base amounts, which in 2026 corresponds to SEK 118,400.
Furthermore, it is proposed that fees to the auditor shall be paid on a current account basis in accordance with approved invoices.
Item 11 – Election of board members and auditors
The board of directors proposes the re-election of Lars Granbom, Marcus Selme, Mariem Butler, Magnus Ericsson and Anna Höjer as ordinary board members. Lars Granbom is proposed for re-election as chairman of the board.
Furthermore, the re-election of authorised public accountant Johan Dahl as the Company’s auditor is proposed.
Item 12 - Resolution on authorisation for the board of directors to resolve on repurchase and transfer of own shares, conditional upon the adoption of the legislative proposal in Government Bill 2025/26:125
The board of directors notes that the Government, through Government Bill 2025/26:125, has proposed a number of changes to the rules on shares on MTF platforms, which, provided that the proposed legislative amendments are implemented, will enable MTF companies to acquire and transfer own shares from 5 December 2026.
Against this background, and conditional upon the adoption of the legislative proposal, the board of directors proposes that the meeting resolves to authorise the board of directors, during the period from the date on which the new rules enabling MTF companies to acquire and transfer own shares enter into force, preliminarily 5 December 2026, until the next annual general meeting, on one or more occasions, to resolve on the acquisition of shares in the Company in such number that the Company’s holding at any given time does not exceed 10 per cent of all shares in the Company. Acquisitions may be made on NGM Nordic SME and may only be made at a price within the price interval registered at any given time, meaning the interval between the highest bid price and the lowest ask price, and taking into account the rules of the marketplace applicable at any given time. Payment for repurchased shares shall be made in cash.
The board of directors further proposes that the meeting resolves to authorise the board of directors, during the period from the date on which the new rules enabling MTF companies to acquire and transfer own shares enter into force, preliminarily 5 December 2026, until the next annual general meeting, on one or more occasions, to resolve on the transfer of own shares in the Company. Transfer of shares may be made with up to the total number of own shares held by the Company at any given time. Transfers may be made on or outside NGM Nordic SME, including the right to resolve on deviation from the shareholders’ preferential rights. Transfer of shares on NGM Nordic SME shall be made at a price within the price interval registered at any given time, meaning the interval between the highest bid price and the lowest ask price. In the case of transfer of shares outside NGM Nordic SME, the price in cash or the value of received property shall be determined so as not to be below what is commercially reasonable, although a market-based discount relative to the stock exchange price may be applied.
The board of directors’ proposed authorisation as set out above is intended to provide the board with greater flexibility to adjust the Company’s capital structure to the capital needs from time to time and thereby contribute to increased shareholder value. Furthermore, the authorisation aims to enable the board to transfer shares in connection with potential acquisitions through payment with the Company’s own shares or to use repurchased shares to settle incentive programmes, which entails lower future dilution. The purpose of the authorisation does not permit the Company to trade in own shares for short-term profit.
The board of directors’ proposed resolution on authorisation for the board to resolve on repurchase and transfer of own shares is conditional upon the Swedish Parliament (Riksdagen) adopting the legislative proposal in Government Bill 2025/26:125 and the legislative amendments proposed therein entering into force. The resolution shall have no validity and shall not be implemented in the event that the Swedish Parliament does not adopt the said legislative proposal or that the proposed legislative amendments do not enter into force.
A valid resolution in accordance with this item requires the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.
Item 13– Resolution to authorise the board of directors to resolve on new issue of shares, issue of warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorise the board of directors, within the limits of the articles of association for the time being regarding shares and share capital, on one or more occasions, during the period until the next annual general meeting, to resolve on new issue of shares, convertibles and/or warrants with or without preferential rights for the shareholders. Issue resolutions based on the authorisation may be made with provisions for contribution in kind, set-off or cash payment.
A valid resolution in accordance with this item requires the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.
Item 14 – Resolution on authorisation for the board of directors to make minor adjustments to the resolutions adopted at the meeting
The board of directors proposes that the meeting authorises the board of directors, the managing director or any other person appointed by the board to make such minor adjustments and clarifications to the resolutions adopted at the meeting to the extent required for the registration of the resolutions.
OTHER INFORMATION
Shareholders’ right to request information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right at the annual general meeting to request that the board of directors and the managing director provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial position. The board of directors and the managing director shall provide such information if the board considers that it can be done without material harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the annual general meeting, please see the privacy policy on the website of Euroclear AB,
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Documents
The Company’s annual report, auditor’s report, proxy form and documents in accordance with the Swedish Companies Act will be available at the Company’s premises at Munkbrogatan 2, Stockholm and on the Company’s website (www.argodefence.se) no later than three weeks before the meeting. Copies of the said documents will also be sent to shareholders who so request and provide their address or e-mail address and will be available at the annual general meeting. For ordering documents, the same address and e-mail as for notice of attendance to the annual general meeting apply.
Number of shares and votes
At the time of issuance of this notice, the total number of shares and votes in the Company amounts to 20,979,000. The Company holds no own shares.
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Stockholm in April 2026
Argo Defence Group AB (publ)
The Board of Directors