Notice of Extraordinary General Meeting in H100 Group AB
Notice of Extraordinary General Meeting in H100 Group AB
The shareholders of H100 Group AB, reg. no. 556578-5622 (“H100” or the “Company”), are hereby summoned to an Extraordinary General Meeting on 28 August 2026, at 09:00 CEST, at the premises of BAHR Advokatbyrå AB, Birger Jarlsgatan 16, Stockholm, Sweden. Registration for the meeting will commence at 08:30 CEST.
Right to attend
In order to attend the Extraordinary General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 20 August 2026. Further, shareholders who wish to participate in the Extraordinary General Meeting shall give notice of participation to the Company no later than on 24 August 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 Extraordinary 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 Extraordinary 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, 20 August 2026, voting right registrations completed by the nominee no later than on 24 August 2026 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 24 August 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 Extraordinary 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 24 August 2026. A proxy form is available on the Company's website, www.h100.com, and is upon request sent to the shareholders who provide their postal address.
Proposed agenda
- Opening of the Extraordinary 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
- Determination of the number of board members and deputy board members
- Determination of fees for the Board of Directors
- Election of board members
- Closing of the Extraordinary General Meeting
Proposed resolutions
Item 7 – Determination of the number of board members and deputy board members
Shareholders representing more than 10 per cent of the shares and votes in the Company (the “Shareholders”), propose that the number of board members, for the period until the end of the next Annual General Meeting, shall be five, without any deputy members.
Item 8 – Determination of fees for the Board of Directors
The Shareholders propose that the fees to the board members elected by the general meeting who are not employed by the Company shall, for the period until the end of the next Annual General Meeting, amount to SEK 200,000 to each of Geir Harald Hansen and Donald Ewer, and SEK 650,000 to Daniel Nyberg. No fee shall be payable to the Chairman of the Board, Sander Andersen, or to Peter C. Warren, as they receive salary in their capacity as employees of the Company. The fees shall be paid proportionally in relation to the time during the mandate period that the respective board member has held the assignment.
Item 9 – Election of board members
The Shareholders propose that Geir Harald Hansen, Donald Ewer, Daniel Nyberg and Peter C. Warren are elected as new board members and that Sander Andersen is re-elected as board member, all for the period until the end of the next Annual General Meeting. Furthermore, the Shareholders propose that Sander Andersen is re-elected as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.
Information regarding board members proposed for election is set out below.
Information regarding Sander Andersen
Born: 1996
Background: Sander Andersen is an entrepreneur and executive with extensive experience in founding, scaling, and leading growth companies. As co-founder of H100 Group, he led the Company through its public listing, has played a central role in raising capital, and has led several strategic M&A transactions. He has served as founder, CEO, and Chairman across businesses in technology, digital assets, and corporate finance, and brings extensive experience in fundraising, capital markets, Bitcoin strategy, tokenization, and family office investments.
Sander Andersen contributes to the Board with expertise in entrepreneurship, corporate strategy, capital markets, M&A, business development, and long-term value creation.
Education: Bachelor's degree in Sports Science, University of South-Eastern Norway.
Current Positions and Appointments: CEO and Chairman of the Board of Growthiogen Invest AS; CEO and Board Member of Finpeers SA; Board Member of several H100 subsidiaries; Board Member of Blokk Invest AS and 0500 SA.
Independence: Dependent in relation to the Company and the Company’s management. Independent in relation to major shareholders of the Company.
Shareholding in the Company: 19,465,078 shares.
Information regarding Geir Harald Hansen
Born: 1974.
Background: Geir Harald Hansen is the Company's majority shareholder and an entrepreneur with extensive experience in software development, cybersecurity, and digital assets. He has more than 15 years of experience in cybersecurity, including as a senior engineer and cybersecurity specialist within the Norwegian public sector. He is widely recognized as an early Bitcoin pioneer, having founded the Bitcoin mining platform Bitminter in 2011, which grew to become one of the world's largest mining pools and contributed approximately one percent of all Bitcoin in circulation before it was wound down in 2021.
Geir Harald Hansen contributes to the Board with expertise in cybersecurity, software development, Bitcoin infrastructure, digital assets, technology strategy, capital allocation, and long-term value creation.
Education: Cand. scient. (Master of Science equiv) in Informatics, University of Oslo.
Ongoing assignments: Chief Executive Officer of Backbone Invest AS. Chairman of the Board of several investment companies, including Backbone Invest AS, Maverick AS, Ekstra AS and SQA Asset Management AS.
Independence: Dependent in relation to the Company and the Company’s management. Dependent in relation to major shareholders of the Company.
Shareholding: 781,676,551 shares, including shares issued in the set-off issue resolved by the Board of Directors of the Company on 10 August 2026.
Information regarding Donald Ewer
Born: 1970.
Background: Donald Ewer has extensive experience in senior portfolio management, including at some of the world's most established hedge funds. He has managed multi-billion-dollar credit portfolios across multiple market cycles and brings deep expertise in credit instruments, risk management, financial engineering, and corporate governance. He also has significant experience operating across multiple regulatory jurisdictions and advising on complex financial and capital markets matters.
The candidate will contribute valuable expertise to the Board in the areas of capital markets, treasury management, risk management, corporate governance, and strategic financial planning.
Education: BA HONS Applied Economics.
Ongoing assignments: Non Executive Director Etcembly, Oxford, UK, Director VX Pharma UK Ltd, Advisor XCE UK Ltd.
Independence: Independent in relation to the Company and the Company’s management. Independent in relation to major shareholders of the Company.
Shareholding: 24,000 shares.
Information regarding Daniel Nyberg
Born: 1990.
Background: Daniel Nyberg is a lawyer and Partner at Wikborg Rein, where he leads the firm's Asset Management practice. He has more than 12 years of experience advising Norwegian and international asset managers, institutional investors, and other financial market participants.
He brings to the Board extensive expertise in corporate governance, asset management structures, incentive schemes, taxation, and regulatory matters.
Education: Master of Laws (LL.M.), University of Oslo, 2014. Admitted to the Norwegian Bar, 2016.
Ongoing assignments: Partner and Head of the Asset Management Practice, Wikborg Rein Advokatfirma AS.
Independence: Independent in relation to the Company and the Company’s management. Independent in relation to major shareholders of the Company, notwithstanding that he acts as legal counsel to Geir Hansen (the Company's principal shareholder), including in connection with Mr. Hansen's acquisition of control of the Company.
Shareholding: 0 shares.
Information regarding Peter C. Warren
Born: 1955.
Background: Peter C. Warren is the Chief Investment Officer of H100 Group AB and a financial markets professional with more than 45 years of experience across global capital markets. He has held senior positions as a trader, market maker, fund manager, and Chief Investment Officer, and has founded and built several financial businesses. He also has extensive experience as a board member across investment, technology, and non-profit organizations.
Peter C. Warren contributes to the Board with expertise in investment management, capital markets, portfolio and risk management, financial strategy, and long-term value creation.
Education: Economics, Political Science, Intelligence and Operational Psychology.
Ongoing assignments: Chief Investment Officer of H100 Group AB. Chairman of Nordintechs AS and Moorgate Ltd AS. Board member of several investment, technology, and non-profit organizations, including Free Ukraine, Norwegian Block Exchange AS, SQA Asset Management AS, Apicem AS, PDI AS, Alpha Eight AS, and the Radium Hospital foundations.
Independence: Dependent in relation to the Company and the Company’s management. Dependent in relation to major shareholders of the Company due to his board position in the family office of Geir Harald Hansen.
Shareholding: 2,472,692 shares, including shares issued in the set-off issue resolved by the Board of Directors of the Company on 10 August 2026.
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 1,128,931,358 (calculated on the number of shares in the Company following registration of the set-off share issue resolved by the Board of Directors of the Company on 10 August 2026). The Company holds no treasury shares.
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 Extraordinary 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
Complete proposals, other documents in accordance with the Swedish Companies Act and the proxy form will be available at the Company and on the Company's website, www.h100.com, at least two weeks prior to the meeting. Copies of the documents will be sent free of charge to the shareholders who request the company to do so and provides their postal address. The documents will also be available at the Extraordinary General 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.
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Stockholm in August 2026
H100 Group AB
The Board of Directors