The shareholders of Valuno Group AB (publ), reg. no. 559066-2093 (the "Company"), are hereby given notice to attend the annual general meeting to be held on 10 December 2025 at 17:00 CET at the Company's premises on Sveavägen 31, 111 34 Stockholm.
 
Right to participate and notice of participation
In order to participate in the annual general meeting a shareholder shall:
 
(i)              be recorded in the share register maintained by Euroclear Sweden AB on 2 December 2025, and
(ii)             notify the Company of its intention to participate no later than on 4 December 2025 to the address Valuno Group AB (publ), Sveavägen 31, 111 34 Stockholm or through email to investor@valuno.com. The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying assistants (not more than two).
 
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and to exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 2 December 2025, voting right registrations completed by the nominee no later than 4 December 2025 will be considered. This means that the shareholder must request that the nominee completes such voting right registration well in advance.
 
Proxy etc.
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent to Valuno Group AB (publ), Sveavägen 31, 111 34 Stockholm or through email to investor@valuno.com. The power of attorney must not be older than one year unless a longer validity term is specifically stated in the power of attorney (however no longer than five years). A proxy form is available on the Company's website, www.valuno.com.
 
Proposed agenda
1.     Opening of the meeting
2.     Election of chairman of the meeting
3.     Preparation and approval of the voting list
4.     Election of one or two persons to verify the minutes
5.     Determination of whether the meeting has been duly convened
6.     Approval of the agenda
7.     Presentation of the Company’s annual report and the auditor’s report, as well as of the consolidated financial statements and auditor's report for the group
8.     Resolution on:
a)     adoption of the income statement and balance sheet for the Company, as well as of the consolidated income statement and consolidated balance sheet for the group
b)     disposition of the Company’s earnings or loss in accordance with the approved balance sheet, and
c)     discharge from liability of the board members and the CEO
9.     Determination of remuneration to be paid to board members and auditors
10.  Determination of the number of board members and deputy board members and auditors and deputy auditors
11.  Election of the board of directors and auditor
12.  Resolution to amend the articles of association
13.  Resolution on authorization for the board of directors to resolve on issue of shares, warrants and/or convertibles
14.  Closing of the annual general meeting
 
Resolution proposals
 
Item 8 b) – Disposition of the Company’s earnings or loss in accordance with the approved balance sheet,
The board of directors proposes that no dividend shall be paid for the financial year 2024/2025 and that the profit for the year shall be carried forward.
 
Item 9 – Determination of remuneration to be paid to board members and auditors
The Nomination Committee, consisting of Peter Liljeroos (chairman of the board of directors), Naim Berisha (private holding), Thomas Jonsson (elected by Furuhem Fastigheter AB) and Oscar Amilon Storsteinnes (private holding) (the "Nomination Committee"), proposes that the board of directors, for the period until the end of the next annual general meeting, shall be paid a total amount of not more than SEK 1,100,000 annually allocated as follows. The chairman shall receive SEK 550,000 and other board members not employed by the Company shall receive SEK 275,000 each. The Nomination Committee further proposes that the auditor, for the period until the end of the next annual general meeting, shall be paid according to approved accounts.
 
Item 10 – Determination of the number of board members and deputy board members and auditors and deputy auditors
The Nomination Committee proposes that the Company's board of directors shall consist of three board members without any deputy board members and that the Company shall have one auditor without deputy auditors for the period until the end of the next annual general meeting.
 
Item 11 – Election of the board of directors and auditor
The Nomination Committee proposes re-election of Peter Liljeroos and Mikael Fallström and election of Gunnar Axén as board members, and re-election of Peter Liljeroos as chairman of the board, all for the period until the end of the next annual general meeting. The Nomination Committee further proposes that the registered accounting firm PricewaterhouseCoopers AB is re-elected as auditor for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that, provided that the proposal is approved by the meeting, the authorized accountant Johan Engstam will continue to be the auditor in charge.
 
Information about Gunnar Axén
 
Background and education: Gunnar Axén was born in 1967 and is a trained telecommunications engineer with later studies in economic history and philosophy. After working as a political advisor and consultant in PR and Public Affairs, he was elected to the Swedish Parliament in 1998 where for eight years he was a member of the Committee on Finance and mainly worked with focus on financial market legislation. During these years he was also a member of the boards of the Swedish Financial Supervisory Authority and the Swedish National Audit Office. From 2006-2014 he was chairman of the Committee on Social Insurance. After his time in parliament, he has been active as an entrepreneur and board member in several boards.
 
Current assignments: Chairman of the board for Verifiera AB, Legal Newsdesk Sweden AB (Lexbase) and Sveriges Talare Kompetensförmedling AB. He also runs an accounting firm, RLS Ekonomi AB, and is chairman of the board of Citigiro Holding AB.
 
Independence: Gunnar is independent in relation to the Company and the Company's management but not in relation to the Company's major shareholders.
 
Shareholding: Gunnar does not own any shares directly in the Company. Citigiro Holding AB, where Gunnar is chairman of the board and shareholder, holds 50,675,675 shares in the Company.
 
Item 12 – Resolution to amend the articles of association
The board of directors proposes that the general meeting, with the aim of amending the limits for share capital and the number of shares according to § 4 and § 5 of the articles of association, resolves to amend the articles of association in accordance with the below.
 
The board of directors proposes that the annual general meeting resolves on the following amendments to § 4 and § 5 of the articles of association.
 
Proposed wording § 4:
The share capital shall not be less than SEK 2,000,000 and not more than SEK 8,000,000.
 
Proposed wording § 5:
The number of shares shall not be less than 200,000,000 and not more than 800,000,000.
 
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 or due to other formal requirements.
 
The resolution is only valid if supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.
 
Item 13 – Resolution on authorization for the board of directors to resolve on issue of shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting shall resolve to authorize the board of directors to, on one or several occasions up until the next annual general meeting, resolve on issues of shares, warrants and/or convertibles. The issues may be made with or without deviation from the shareholders’ preferential rights, as well as on terms regarding payment in kind, by right of set-off or against other terms.
 
The number of shares that may be issued under the authorization, and the increase of the share capital, shall not be limited other than by the limits for the number of shares and share capital as set out in the articles of association in its registered wording at each time. The board of directors shall otherwise have the right to determine all terms and conditions for the issue. The reason that the board of directors may resolve upon an issue with deviation from the shareholders’ preferential rights is that the Company shall be able to issue new shares, warrants and/or convertibles in order to finance the Company's continued operation and expansion.
 
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 or Euroclear Sweden AB or due to other formal requirements.
 
The resolution is only valid if supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.
 
Shareholders' right to request information
Upon request by any shareholder and where the board of directors believes that it may be done without significant harm to the Company, the board of directors and the CEO shall provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company's relation to other companies within the group and the consolidated accounts.
 
Use of personal data
For information regarding the processing of your personal data, please refer to the privacy policy of Euroclear available on their website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
 
Documents
Accounting documentation, the auditors’ report and other documents are available at the Company’s office and on the website, www.valuno.com, no later than three weeks before the annual general meeting. The documents will also be sent to shareholders who request this and provide their address. All documents will be presented at the annual general meeting.
 
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
_________________
 
Stockholm in November 2025
Valuno Group AB (publ)
The board of directors

For further information, please contact:
Peter Liljeroos, Chairman of the Board 
+ 4610 222 53 33
investor@valuno.com 

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Valuno Group Valuno is a Swedish fintech company with a vision of a borderless economy where cryptocurrencies and digital payments are seamlessly integrated into everyday life. The company offers solutions for crypto payments, digital wallets, and related financial services. Valuno has been listed on NGM Nordic SME since July 2019. For more information, visit www.investor.valuno.com.