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Notice of Extraordinary General Meeting in Pamica Group AB (publ)

2026-08-31 09:00:00

The shareholders of Pamica Group AB (publ), company registration no. 559374–3643 (the “Company” or “Pamica”), are hereby invited to attend the Extraordinary General Meeting to be held on Wednesday, 23 September 2026 at 10.00 a.m. at the Company’s premises at Kronobränneriet, 302 42 Halmstad. The Board of Directors has decided that shareholders may participate in the general meeting by voting in advance through postal voting.

Right to participate and notification of attendance

Shareholders who wish to participate in the General Meeting must be registered in the share register maintained by Euroclear Sweden AB as of 15 September 2026 and who have notified the Company of their intention to attend so that the notification is received by the Company no later than 17 September 2026 are entitled to participate in the General Meeting.

Notice of attendance may be given:
• by e-mail to joacim.lindoff@pamica.se, or
• by post to Pamica Group AB, Kronobränneriet, 302 42 Halmstad.

The notification shall include the shareholder’s full name, personal identification number or company registration number, shareholding, address, telephone number (daytime) and, where applicable, the number of assistants (maximum two) and the name and personal identification number of any proxy or representative. A registration form is available on the Company's website, www.pamica.se. The registration form may be ordered by post using the address stated above for notification of attendance.

Postal voting

The Board of Directors has decided that shareholders may exercise their voting rights at the General Meeting by postal voting in accordance with the provisions of the Company's articles of association.

A special form must be used for postal voting. The form is available on the Company's website, www.pamica.se, and will be sent to shareholders who contact the Company via e-mail to Joacim.lindoff@pamica.se or by post to Pamica Group AB, Kronobränneriet, 302 42 Halmstad. A shareholder who exercises their voting rights by postal voting does not need to register separately for the meeting, as the postal voting form also serves as notification of attendance.

The completed postal voting form must be received by the Company no later than 17 September 2026, by post or e-mail as stated above. The shareholder may not include specific instructions or conditions in the postal vote; should this occur, the vote will be invalid. Further instructions for postal voting can be found on the postal voting form.

Nominee-registered shares

To be entitled to participate in the General Meeting, shareholders who have had their shares registered with a nominee must temporarily re-register the shares in their own name. Shareholders who wish to make such re-registration, so-called voting rights registration, must notify their nominee well in advance of 17 September 2026. The re-registration must be effected with Euroclear Sweden AB no later than 17 September 2026.

Proxies etc.

If shareholders are to be represented by a proxy, the proxy must present a written and dated power of attorney signed by the shareholder at the General Meeting. If a shareholder votes by post via proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Power of attorney forms are available on the Company's website, www.pamica.se, and will be sent by post to shareholders who contact the Company and provide their address. The power of attorney may not be older than one year, unless a longer validity period (not exceeding five years) is specified. If the power of attorney is issued by a legal entity, the proxy must also present, or attach to the postal voting form, a current registration certificate or equivalent authorization document.

To facilitate registration, the original power of attorney as well as the certificate of registration and other authorization documents must be received by the Company at the above address no later than 17 September 2026.

About the meeting

Proposed agenda

1. Opening of the Meeting

2. Election of Chairman of the meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of one or two persons to verify the minutes.

6. Examination of whether the meeting has been duly convened.

7. Determination of the number of board members.

8. Election of new board member.

9. Resolution regarding authorisation for the Board of Directors to resolve on issue of shares, convertibles and warrants.

10. Resolution on the establishment of a long-term incentive program comprising (A) the establishment of a performance-based share savings program; (B) resolution on a directed new issue of shares; and (C) resolution on a directed issue of warrants 2026/2029 IV.

11. Closing of the meeting.

Proposed decisions

Item 2: The Board of Directors proposes to elect Jan-Olof Svensson as Chairman of the Meeting, or, if he is prevented, the person designated by the Board of Directors.

Item 7: At the Annual General Meeting on 26 May 2026, it was resolved that the Board of Directors shall consist of six members.

The Nomination Committee proposes that the Board of Directors shall consist of seven members for the period until the end of the next Annual General Meeting.

Item 8: At the Annual General Meeting on 26 May 2026, it was resolved to re-elect Tomas Franzén, Ulrika Saxon, Johan Ryding, Jan Klippvik, Lina Stolpe and Ulrika Valassi as ordinary board members and to re-elect Tomas Franzén as Chairman of the Board.

The Nomination Committee proposes that Jan-Olof Svensson be elected as a new board member for the period until the end of the next Annual General Meeting, in addition to the board members elected at the Annual General Meeting on 26 May 2026.

Jan-Olof Svensson (born 1960) served as CEO of Pamica from 2016 to 2026 and is one of the Company's founders. Prior to that, he was a founding partner at IMAP Sweden where he worked as a transaction advisor from 2003 until Pamica was founded. Jan-Olof Svensson has experience as an auditor, CFO and in business development. He holds a degree in economics from Lund University with a specialization in accounting and finance.

Jan-Olof Svensson is not considered independent in relation to the Company and its management due to his former position as CEO of the Company, and is not considered independent in relation to major shareholders.

Jan-Olof Svensson shall not receive any board remuneration for the term.

Item 9: The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to, during the period until 30 November 2026, on one or more occasions, with or without deviation from the shareholders' preferential rights, resolve on new issue of shares and/or issue of warrants, entitling to subscription of new shares and/or issue of convertibles, entitling to conversion into new shares. Such issuing may take place against cash payment and/or with a provision on non-cash payment or set-off or other conditions.

The authorisation may only be exercised by the Board of Directors to enable capital raising and distribution of ownership prior to and/or in connection with the listing of the Company's shares, and the number of shares issued under the authorisation, and, as the case may be, that may accrue through exercise of options and conversion of convertibles issued under the authorisation, may correspond to a maximum of thirty (30) percent of the Company’s votes and capital at the time of exercise of the authorisation.

The Board of Directors or the person appointed by the Board of Directors is authorised to make any minor formal adjustments to the resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

The Board of Directors also proposes that the General Meeting resolves to authorise the Board of Directors, during the period until the next Annual General Meeting, to administer the transfer of warrants within the framework of the Company's incentive program.

Item 10: The Board of Directors of Pamica Group AB (the "Company") proposes that the Extraordinary General Meeting on 23 September 2026 resolves to implement a long-term incentive program in the form of a performance-based share savings program ("Management LTI 2026 II") for certain persons in the management team in accordance with A below. The resolution is conditional upon the Extraordinary General Meeting also adopting resolutions on measures in accordance with B–C below.

A. ESTABLISHMENT OF A PERFORMANCE-BASED SHARE SAVINGS PROGRAM

Background

The overall purpose of Management LTI 2026 II is to align the interests of the participants with those of the shareholders and thereby ensure maximum long-term value creation. Management LTI 2026 II also aims to create a long-term focus on performance development and growth among the participants. The program is also considered to facilitate the Company's retention of competent personnel.

Terms and conditions for Management LTI 2026 II

1. Management LTI 2026 II shall comprise senior executives, divided into two categories.

2. Management LTI 2026 II means that participants invest in shares in the Company ("Savings Shares"). After a predetermined period of time, the participants are entitled to receive additional shares in the Company free of charge ("Matching Shares"). In addition, provided that targets related to (i) the Company's absolute share price performance and (ii) the Company's relative share price performance compared to a defined peer group are met, the participants are entitled to receive additional shares in the Company free of charge ("Performance Shares"). The conditions for receiving Matching Shares and Performance Shares are set out below.

3. The maximum number of Savings Shares that each participant may invest in shall amount to the following:

PositionMaximum number of Savings Shares per person
M&A Director (Christian Ruby Stentoft)270,270
Head of Legal (Marta Laurell)27,027
Group Chief Accountant (Gustav Svensson)4,100

4. The investment in Savings Shares shall be made through a new share issue (in accordance with B below). The investment shall have been made no later than 7 October 2026 (the "Investment Period"). The Board of Directors shall be entitled to extend the Investment Period if the participants have been unable to acquire shares due to applicable rules.

5. For each Savings Share, the participant receives 1 Matching Share. The participant shall also have the opportunity to receive up to 3 Performance Shares for each Savings Share, of which 1 Performance Share based on the Company's absolute share price performance and a maximum of 2 Performance Shares based on the Company's relative share price performance compared to a defined peer group.

6. The total number of Matching Shares shall not exceed 301,397 and the total number of Performance Shares shall not exceed 904,191, meaning that the total number of shares that may be issued to the participants within the framework of Management LTI 2026 II will not exceed 1,506,985. The number of shares may be subject to recalculation in accordance with what is stated below.

7. Receipt of both Matching Shares and Performance Shares is conditional upon the following conditions being fulfilled:

(a) that the participant has retained all Savings Shares during the period from the end of the Investment Period up to and including 30 September 2029 (the "Savings Period"); and

(b) that the participant has continued to be employed in the Company (or another company in the group) throughout the Savings Period.

Regarding the employment condition pursuant to (b) above, the Board of Directors shall in certain cases be entitled to decide on pro rata allocation if the employment has ended before the end of the Savings Period, in accordance with item 13 below.

8. Receipt of Performance Shares is furthermore, in addition to the conditions in item 7 above, conditional upon the following performance targets being achieved during the period from the date of the Extraordinary General Meeting on 23 September 2026 up to and including 30 September 2029 (the "Performance Targets"). The starting price for all performance targets is the listing price.

1) Absolute share price performance – Up to one (1) Performance Share per Savings Share may be vested based on the percentage increase in the Company's share price from the listing price during the three-year period. If the share price increase exceeds 20 percent during the Savings Period, 1 Performance Share per Savings Share is received.

2) Relative share price performance – A maximum of two (2) Performance Shares per Savings Share may be vested based on the Company's relative share price performance compared to a defined peer group during the measurement period. The relative performance shall be measured against a peer group determined from time to time by one or more reputable investment banks in accordance with market practice for similar instruments. The outcome shall be scaled linearly between a threshold level and a maximum level for relative price performance compared to the peer group. For Performance Share no. 1, the threshold levels shall correspond to the level that is customary in the market for comparable peers regarding similar structures. For Performance Share no. 2, the outcome shall correspond to an increase of 12.5 percentage points compared to the peer group.

9. Before the number of Performance Shares to be allocated is finally determined, the Board of Directors shall assess whether allocation in accordance with the above principles is reasonable taking into account the Company's results and financial position, conditions on the stock market and other circumstances. If the Board of Directors determines that this is not the case, the Board of Directors may decide to reduce the number of Performance Shares to the lower number that the Board of Directors considers reasonable. Upon allocation of Performance Shares, the Board of Directors shall ensure that allocation does not occur with a number of Performance Shares such that the value (net) of allocated Matching Shares and Performance Shares (at the time of allocation) exceeds four (4) times the invested amount.

10. The number of Matching Shares and Performance Shares that may be received on the basis of Savings Shares, as well as the Performance Targets, may be subject to recalculation as a result of bonus issues, share splits or reverse share splits, rights issues and/or similar events.

11. Allocation of Matching Shares and Performance Shares shall take place within 30 days after the publication of the financial report for the period July – September 2029.

12. Participation in Management LTI 2026 II is conditional upon such participation being lawfully possible and that it, in the Company's assessment, can be implemented with reasonable administrative costs.

13. Management LTI 2026 II shall be governed by separate agreements with each participant. The Board of Directors is responsible for the preparation and administration of the program within the framework of the above main terms and conditions and guidelines. The Board of Directors shall be entitled to decide on deviating conditions for allocation of Matching Shares and Performance Shares upon termination of employment occurring during the Savings Period due to death, early retirement or similar events, or due to termination by the Company that is not related to negligence or misconduct on the part of the participant. In these cases, the Board of Directors may decide that the participant shall be entitled to receive a proportionate share of the Matching Shares and Performance Shares. Furthermore, in the event of a public takeover offer, sale of the Company's business, liquidation, merger or similar transaction affecting the Company, the Board of Directors shall be entitled to decide that the Matching Shares and Performance Shares shall be fully or partially vested and allocated in connection with the completion of such a transaction. The Board of Directors shall in such case make its decision based on the degree of fulfilment of the Performance Targets, the remaining time of the Savings Period and other factors that the Board of Directors considers relevant.

B. RESOLUTION ON DIRECTED NEW SHARE ISSUE

The Board of Directors proposes that the Extraordinary General Meeting on 23 September 2026 resolves on a directed new share issue of not more than 301,397 shares, entailing an increase in the share capital of not more than SEK 1,928.036609. The following terms shall otherwise apply to the resolution:

1. The right to subscribe for the new shares shall be granted to Christian Ruby Stentoft, Marta Laurell and Gustav Svensson. The reason for the deviation from the shareholders' pre-emption rights is to enable the implementation of Management LTI 2026 II.

2. For each subscribed share, SEK 37 shall be paid. The basis for the subscription price is the market value of the share.

3. Any premium shall be transferred to the unrestricted share premium reserve.

4. Subscription through payment of the newly issued shares shall take place no later than 7 October 2026.

5. The Board of Directors shall be entitled to extend the subscription period.

6. The new shares shall carry entitlement to dividends as from the date on which the shares have been entered in the share register.

7. The Board of Directors or any person appointed by the Board of Directors is authorised to make such minor adjustments as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.

C. RESOLUTION ON DIRECTED ISSUE OF WARRANTS 2026/2029 IV AND TRANSFER OF WARRANTS

The Board of Directors proposes that the Extraordinary General Meeting on 23 September 2026 resolves on an issue of not more than 1,205,588 warrants with the right to subscribe for newly issued shares in the Company and to approve the transfer of such warrants on the following terms:

1. By way of deviation from the shareholders' pre-emption rights, the new warrants may only be subscribed for by the Company.

2. The reason for the deviation from the shareholders' pre-emption rights is to ensure delivery of future Matching Shares and Performance Shares within the framework of Management LTI 2026 II. Since the Company is currently not permitted to acquire or hold its own shares, it is the Board of Directors' opinion that the issue of warrants 2026/2029 IV is a balanced measure to ensure that the Company can fulfil its future obligations under the program.

3. Subscription shall take place on a separate subscription list no later than 30 October 2026. The Board of Directors has the right to extend the deadline.

4. The warrants shall be issued free of charge to the Company to be used for the implementation of Management LTI 2026 II.

5. The Company shall have the right and obligation to, on one or more occasions, transfer the warrants to participants in Management LTI 2026 II, in accordance with the instructions issued by the General Meeting and the limitations set forth in item A above.

6. Transfer to participants in Management LTI 2026 II shall be made free of charge within 30 days after the publication of the financial report for the period July–September 2029.

7. The warrants and the exercise of the warrant right shall be subject to the terms and conditions set out in the attached terms and conditions for warrants 2026/2029 IV, Appendix A (the "warrant terms"). The warrant terms include, among other things:

(a) that each warrant entitles to subscription of one new share in the Company against cash payment at a subscription price corresponding to the quota value of the shares;

(b) that the subscription price and the number of shares that each warrant entitles to subscribe for may be subject to adjustment as stated in item 8 of the warrant terms;

(c) that the warrant right may be exercised during the period from 1 October 2029 up to and including 31 January 2030;

(d) that the time for exercise of the warrant right may be brought forward or postponed as stated in item 8 of the warrant terms; and

(e) that the shares that accrue through exercise of the warrant right entitle to dividends as stated in item 7 of the warrant terms.

8. Upon full exercise of the warrant rights for subscription of new shares, the share capital will increase by SEK 7,712.146436.

9. In the event that the subscription price exceeds the quota value of the existing shares, the excess amount (premium) shall be allocated to the unrestricted share premium reserve.

10. The Board of Directors or any person appointed by the Board of Directors is authorised to make such minor formal adjustments to the issue resolution as may be required in connection with registration with the Swedish Companies Registration Office.

Costs, effect on key ratios, existing incentive programs and dilution

The Board of Directors has carried out a preliminary cost calculation for Management LTI 2026 II. The calculation is based on the estimated market value of shares in the Company as of 30 June 2026, i.e. SEK 37 per share, and with the following assumptions: (i) that all participants acquire the maximum number of Savings Shares, (ii) that all targets for Performance Shares are met, (iii) that none of the participants leaves their employment and (iv) that the value (net) of allocated Matching Shares and Performance Shares does not exceed four (4) times the invested amount. Based on these assumptions, costs for social security contributions, at maximum outcome of the program, are estimated to amount to approximately SEK 28 million, based on the above assumptions and a social security contribution rate of 31.42 percent. It should be noted that the calculations are based on the assumptions stated above and are only intended to provide an illustration of the expected outcome.

The costs are accrued over the vesting period running until 30 September 2029. Accounting will need to be made in accordance with IFRS 2.

As of the date of the notice, the number of shares in the Company amounts to 110,747,008 shares. The maximum number of shares that may be issued under Management LTI 2026 II amounts to 1,506,985, corresponding to a dilution of approximately 1.36 percent of the Company's number of shares after full dilution calculated on the number of shares accruing upon maximum issuance of shares in connection with Management LTI 2026 II.

The above calculations regarding dilution are subject to recalculations in accordance with the customary recalculation conditions contained in the complete terms and conditions.

Preparation of the proposal and other information

The proposal for Management LTI 2026 II has been prepared by the Board of Directors in consultation with external advisors.

Other information

Majority requirements etc.
For a resolution on item 9 to be valid, it must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.

The Board of Directors' proposal regarding the implementation of a long-term incentive program in accordance with A–C, item 10 above, constitutes an aggregate proposal and shall be adopted as one resolution. The resolution is subject to the provisions of Chapter 16 of the Swedish Companies Act (2005:551). Therefore, for a resolution on item 10 to be valid, it must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the General Meeting.

The Chairman of the Board, or such person as the Chairman of the Board appoints, is authorised to make such minor formal adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

Number of shares and votes
At the time of issuing this notice, the total number of shares in the Company amounts to 110 747 008 and the total number of votes amounts to 110 747 008.

Meeting documents
The Board of Directors’ complete proposals together with related documents pursuant to the Swedish Companies Act are available to shareholders at the Company at the above address and on the Company’s website, www.pamica.se, as from the date of publication of the notice.

All of the documents above will also be sent free of charge to the shareholders who request them from the Company and provide their address.

Right of question

Shareholders are reminded of their right under Chapter 7, Section 32 of the Swedish Companies Act (2005:551) to request information from the Board of Directors and the CEO at the General Meeting regarding circumstances that may affect the assessment of an agenda item or the Company's and the Group's financial situation.

Processing of personal data

For information on how your personal data is processed, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

___________________________

Halmstad in August 2026

The Board of Directors of Pamica Group AB (publ)

N.B. The English text is an unofficial translation.