RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION
Shareholders who wish to attend the general meeting must:

• be entered in the share register maintained by Euroclear Sweden AB on 14 May 2025,

• notify the Company of their intention to participate in the meeting no later than 16 May 2025. Notification of participation must be made in writing to the Company by e-mail to ir@astorgroup.se. When giving notice of attendance, please state your name, personal or corporate identity number, shareholding, address, daytime telephone number and details of any advisors (maximum two advisors). The notification should also be accompanied, where applicable, by complete authorisation documents such as a registration certificate or equivalent. The same time and addresses apply to the notification of the number of assistants.

NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to attend the meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 16 May 2025 will be taken into account in the preparation of the share register.

PROXY ETC.
Shareholders who are represented by proxy shall issue a written authorisation for the proxy, signed and dated by the shareholder. The period of validity of the authorisation may not exceed five years if specifically stated. If no period of validity is specified, the authorisation shall be valid for a maximum of one year. If the authorisation is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent by post to the Company at the above address in good time before the meeting. The proxy form is available on the Company's website ( www.astorgroup.se) no later than two weeks before the meeting.

PROPOSED AGENDA

1. Opening of the meeting
2. Election of the chairman of the general meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Examination of whether the meeting has been duly convened
7. Framläggande av årsredovisning och revisionsberättelse samt koncernredovisning och koncernrevisionsberättelse
8. Decisions on
   1. Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
   2. Allocation of the Company's profit or loss according to the adopted balance sheet
   3. Discharge from liability for the members of the board of directors and the managing director
9. Resolution on the number of board members and auditors
10. Resolution on fees for the board of directors and the auditor
11. Election of the board of directors, the audit firm and the auditor in charge
12. adoption of principles for the appointment of a nomination committee and instructions for the nomination committee
13. Resolution on
    1. implementation of incentive programme 2025/2028 for the members of the board of directors,
    2. directed issue of warrants and
    3. approval of transfer of warrants
14. Resolution on amendment of the articles of association
15. Resolution on authorisation for the board of directors to decide on acquisition and transfer of own shares
16. Resolution on an issue authorisation for the board of directors
17. Resolution authorising the board of directors to make minor adjustments to the resolutions
18. Closure of the meeting

THE NOMINATION COMMITTEE'S PROPOSAL
The nomination committee for the 2025 annual general meeting has consisted of Anders Danielsson (appointed by Anders Danielsson Trä AB), Erik Jonzon (appointed by Wictor Billström) and Mikael Norgren (appointed by Lennart Sundberg).

Item 2 - Election of chairman of the meeting
The nomination committee proposes that attorney Mark Falkner, Eversheds Sutherland Advokatbyrå AB, is appointed chairman of the annual general meeting.

Item 9 - Resolution on the number of board members and auditors
The nomination committee proposes that the Company's board of directors shall consist of five (5) board members without deputies.

Furthermore, the nomination committee proposes that the AGM shall appoint one (1) auditing firm with one (1) auditor in charge.

Item 10 - Determination of fees to the board members and auditor
The nomination committee proposes that the members of the board of directors be remunerated on an annual basis so that the chairman of the board receives SEK 483,600 (corresponding to 6 price base amounts), and the other members of the Board receive SEK 201,500 (corresponding to 2.5 price base amounts) each for the period until the end of the next annual general meeting.

In light of the Company's planned change of listing to NGM Main Regulated, the board of directors intends to establish an audit committee (maximum three members) and a remuneration committee (maximum three members). Accordingly, the nomination committee proposes that fees, for the period until the end of the next annual general meeting, in addition to the board fees, shall be paid to the members of the Company's audit committee, whereby fees to the chairman of the audit committee shall be paid with a fee of SEK 40,000 and fees to the other members of the audit committee shall be paid with SEK 25,000 each. Furthermore, the nomination committee proposes that, for the period until the end of the next annual general meeting, in addition to the board fees, fees shall be paid to the members of the Company's remuneration committee, whereby fees to the chairman of the remuneration committee shall be paid with SEK 40,000 and fees to the other members of the remuneration committee shall be paid with SEK 25,000 each. However, fees for work in the audit committee and the remuneration committee shall only be paid from the month in which the respective committee is actually established and shall be calculated proportionally based on 1/12 of the annual fee per commenced month that the committee is active until the end of the next annual general meeting.

The auditor is proposed to be remunerated according to approved invoice.

Item 11 - Election of the board of directors, audit firm and auditor in charge
The nomination committee proposes, with the dismissal of Per Adamsson, Robert Humeur and Lars Granbom, re-election of the ordinary members Kristoffer Weywadt and Pär-Ola Alfredsson for the period until the end of the next annual general meeting. Furthermore, it is proposed that Mats R Karlsson, Lars Carlsson and Martin Elovsson be newly elected for the period until the end of the next annual general meeting. Mats R Karlsson is proposed as chairman of the board.

Information on proposed new members

Mats R Karlsson, born 1958
Mats R Karlsson is a graduate engineer in industrial economics and a business leader with extensive experience in entrepreneurship, company building and M&A. He has held senior positions at companies including Axel Johnson International, Munters and AxFlow. Mats is currently a board member of VBG Group, which is listed on Nasdaq OMX, Fergas Group and chairman of the board of Construction Equipment Group. Mats has practical experience of scaling up successful companies and has served on boards in some 20 countries. Currently, he works as an industrial advisor paired with board assignments in both listed and unlisted companies.

Lars Carlsson, born 1959
Lars Carlson holds a degree in economics and has a background as CFO for over 35 years. During his time at AxFlow and Atle Industri, he ran both the CFO and M&A work very successfully.

Martin Elovsson, born 1974
Martin Elovsson has a background in various executive positions at Volvo Construction Equipment and as CEO for VEÅ AB. He is currently CEO for ScaffSense AB. Martin holds a M.Sc. in Mechanical Engineering from Chalmers University of Technology and a MBA in Business Administration from School of Business, Economics and Law at the University of Gothenburg. He is currently a board member at Kebni AB, Växjö Energi AB and Växjö Energi Elnät AB.

The nomination committee further proposes re-election of BDO Mälardalen AB as the Company's auditor for the period until the end of the next annual general meeting. BDO has notified that the authorised public accountant Beata Lihammar will continue to be the auditor in charge in the event that the general meeting votes in favour of the nomination committee's proposal.

Item 12 - Adoption of principles for the appointment of a nomination committee and instructions to the nomination committee
The nomination committee proposes that the annual general meeting adopts the following instructions and principles for appointment.

Overall responsibility and purpose    
The nomination committee is appointed in accordance with the procedures adopted by the annual general meeting of the Company. The overall responsibility of the nomination committee is to present suitable candidates for board members and auditor(s) and a proposal to the board for a suitable chairman of the board and to propose their remuneration. The nomination committee shall represent all of the Company's shareholders in matters falling within the nomination committee's area of responsibility. 

Appointment of the nomination committee   
For future elections and remuneration in the Company, a nomination committee shall be appointed, which is proposed to consist of three members representing the three largest shareholders as of 30 September 2025. The largest shareholders refer to the shareholders registered with Euroclear Sweden AB as of 30 September 2025 (both directly registered shareholders and nominee registered shareholders). In connection with the appointment of a new nomination committee, the chairman of the board of directors shall, in an appropriate manner, contact the three largest identified shareholders and invite them to, within a reasonable time considering the circumstances, which may not exceed 90 days, name in writing the person the shareholder wishes to appoint as a member of the nomination committee. If the shareholder does not exercise its right to appoint a member, the next largest shareholder in terms of voting rights shall be entitled to appoint a member of the nomination committee. The procedure shall continue until the nomination committee consists of three ordinary members. The majority of the members of the nomination committee shall be independent in relation to the Company and its management. The CEO or any other member of the management shall not be a member of the nomination committee. At least one of the members of the nomination committee shall be independent in relation to the largest shareholder or group of shareholders in the Company in terms of voting rights who co-operate in the management of the Company. Members of the board of directors may be members of the nomination committee but shall not constitute a majority of the members of the nomination committee. The chairman of the board of directors or any other member of the board of directors shall not be the chairman of the nomination committee. If more than one member of the board of directors is a member of the nomination committee, no more than one of them may be dependent in relation to the Company's major shareholders. The chairman of the nomination committee shall, unless the members of the nomination committee agree otherwise, be the member appointed by the largest shareholder in terms of voting rights.

Information on the finally appointed nomination committee shall include the names of the three appointed members, together with the names of the shareholders who appointed them, and shall be made public no later than three months before the scheduled annual general meeting. The nomination committee's term of office extends until a new nomination committee is appointed.

If one or more of the shareholders who have appointed members of the nomination committee three months before the scheduled general meeting no longer belong to the three largest shareholders in terms of voting rights, members appointed by these shareholders shall make their places available and the shareholder or shareholders who have joined the three largest shareholders in terms of voting rights shall be entitled to appoint their members. However, unless there are special reasons, no changes shall be made to the composition of the nomination committee if only marginal changes in the number of votes have taken place or the change occurs later than two months before the annual general meeting. Shareholders who have appointed a member of the nomination committee have the right to dismiss such member and appoint a new member of the nomination committee, as well as to appoint a new member if the shareholder-appointed member chooses to leave the nomination committee. Changes in the composition of the nomination committee shall be publicised as soon as they occur.

Tasks
The nomination committee shall prepare proposals on the following issues to be submitted to the annual general meeting for decision:

1. proposal for the chairman of the annual general meeting;        
2. proposal for the number of directors elected by the general meeting and the number of auditors;
3. proposals for the remuneration of non-executive members of the board of directors and (if applicable) non-executive members of the various committees of the board of directors;
4. proposals for the remuneration of the auditors;  
5. proposals for the election of members of the board of directors and the election of auditors and present a proposal to the board of directors for the chairman of the board of directors; and
6. proposals for guidelines for the appointment of members of the nomination committee and for the tasks of the nomination committee.

The chairman of the board of directors of the company shall convene the first meeting and shall ensure that the nomination committee, at the request of the nomination committee, receives relevant information to evaluate the work of the board of directors. Furthermore, the chairman of the board shall be co-opted at the meetings of the nomination committee, if necessary.

The nomination committee shall, at the same time as it informs the Company of its proposals, provide the Company with a reasoned opinion regarding its proposal. The statement shall also contain a brief account of how the work of the nomination committee has been conducted.

The nomination committee shall present and justify its proposals at the general meeting where the election of directors or auditors is to take place.

THE BOARD'S PROPOSAL FOR RESOLUTIONS

Item 8 b) - Resolution on the appropriation of the Company's profit or loss according to the adopted balance sheet  

The board of directors proposes that no dividend be paid for the financial year 2024 and that the funds at the disposal of the annual general meeting be carried forward.

Item 13 - Resolution on a) introduction of incentive programme 2025/2028 for the members of the Board of Directors, b) directed issue of warrants and c) approval of transfer of warrants

The shareholder Anders Danielsson Trä AB (the `Shareholder') proposes that the annual general meeting resolves to implement an incentive programme consisting of a maximum of 500,000 warrants for the members of the board of directors (the `Incentive Programme 2025/2028').

In order to secure the Company's commitments under Incentive Programme 2025/2028, the Shareholder also proposes that the annual general meeting resolves on a directed issue of warrants in accordance with what is set out in item b) below and on approval of transfer of warrants to the participants in the incentive programme in accordance with item c) below.

1. Proposal for resolution on the introduction of Incentive Programme 2025/2028 for the members of the board of directors

The Shareholder proposes that the annual general meeting resolves on the implementation of Incentive Programme 2025/2028 in accordance with the following guidelines:

• Incentive Programme 2025/2028 shall comprise a maximum of 500,000 warrants. The warrants shall entitle the holder to subscribe for a maximum of 500,000 new shares in the Company.
• The incentive programme shall be directed to the members of the board of directors of the Company (the `Participants') as follows.

• The allocated warrants are earned at a rate of one third (1/3) per year, starting from the first date of allocation.

1. Proposal for resolution on directed issue of warrants

The shareholder proposes that the annual general meeting resolves on a directed issue of not more than 500,000 warrants on the following main terms:

• With deviation from the shareholders' preferential rights, the warrants shall only be subscribed by the Company. The reason for the deviation from the shareholders' preferential rights is that the warrants shall be used within the framework of Incentive Programme 2025/2028.
• The warrants shall entitle the holder to subscribe for a maximum of 500,000 new shares in the Company. If fully utilised, the issue will result in the Company's share capital increasing by a maximum of approximately SEK 131,842.64.
• Each warrant entitles the holder to subscribe for one new share in the Company during the period from 1 July 2028 up to and including 30 September 2028 or such earlier date as is stipulated in the terms and conditions of the warrants. The subscription price for subscription of a new share by virtue of a warrant shall amount to an amount corresponding to 175 per cent of the volume-weighted average price on NGM Nordic SME during the period ten (10) trading days prior to 22 May 2025, however never lower than the quota value of the share. The calculated subscription price shall be rounded to the nearest hundredth of a Swedish krona, whereby SEK 0.005 shall be rounded to SEK 0.01. The subscription price may not be set below the quota value of the share. Any premium shall be added to the unrestricted share premium reserve.
• The Company's subscription of warrants shall be free of charge.
• The warrants shall be subscribed for no later than 30 June 2025 on a separate subscription list. Oversubscription is not possible.
• New shares subscribed for through the exercise of warrants entitle to dividends for the first time on the record date for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
• The warrants are subject to customary terms and conditions as set out in Appendix A.

1. Proposal for resolution on approval of transfer of warrants

The Shareholder proposes that the annual general meeting resolves to approve that the Company, through CFO Wictor Billström, may transfer the warrants to the Participants in accordance with the allocation under item a) above and enter into a pre-emption agreement with the Participants as set out below.

• Transfer of warrants to the Participants shall be made at market value. The preliminary option premium calculated in accordance with the Black & Scholes valuation model amounts to SEK 6.06 per warrant. However, the final option premium may deviate from the preliminary option premium due to changes in the price paid for the Company's share.
• A prerequisite for acquiring warrants is that the Participant has signed a special pre-emption agreement with the Company. The pre-emption agreement means that the Company, or the person designated by the Company, is entitled to repurchase the warrants from the Participant under certain conditions. Such repurchase right shall exist, for example, if the Participant's assignment as a member ceases or if the Participant intends to transfer warrants to someone else.

Background and reasons for the proposal
The purpose of the Incentive Programme 2025/2028 is to create conditions for retaining and increasing the motivation of the current board members of the Company. The Shareholder finds that it is in the interest of all shareholders that the Participants, who are deemed to be important for the Company's further development, have a long-term interest in a good value development of the Company's share. A long-term ownership commitment is expected to stimulate an increased interest in the business and the performance of the Company as a whole and increase the motivation of the Participants and aims to achieve increased alignment of interests between the Participants and the Company's shareholders.

Dilution effect
The total number of registered shares and votes at the time of this proposal is 51,407,399. In the event that all warrants under the Incentive Programme 2025/2028 are subscribed for and exercised, the number of shares will increase by 500,000, which corresponds to a maximum dilution of approximately 0.96 per cent of the total number of shares and votes in the Company.

Other outstanding incentive programmes
At the annual general meeting held on 8 December 2022, it was resolved to implement a long-term incentive programme for senior executives in the Company and its subsidiaries (`Incentive Programme 2023/2025A') and to implement a long-term incentive programme for the board of directors of the Company (`Incentive Programme 2023/2025B'). Incentive Programme 2023/2025A comprises a maximum of 500,000 warrants. Each warrant entitles the holder to subscribe for one new share in the Company at a subscription price of SEK 5.10. The subscription period runs from 15 December 2025 up to and including 30 December 2025. Incentive program 2023/2025B comprises a maximum of 350,000 warrants. Each warrant entitles the holder to subscribe for one new share in the Company at a subscription price of SEK 5.10. The subscription period runs from 15 December 2025 to 30 December 2025. Full exercise of the warrants corresponds to a dilution for existing shareholders of approximately 1.63 per cent as of the date of the notice.

At the extraordinary general meeting on 23 July 2024, it was resolved to introduce an employee share incentive programme 2024/2028 for senior executives and key employees in the Company and its subsidiaries (`Employee Share Incentive Programme 2024/2028'). Employee Share Incentive Programme 2024/2028 comprises a maximum of 850,000 warrants. Each warrant entitles the holder to subscribe for one new share in the Company at a subscription price of SEK 23.54. The subscription period runs from 1 January 2028 up to and including 31 March 2028. Full exercise of the warrants under the Employee Share Incentive Programme 2024/2028 corresponds to a dilution for existing shareholders of approximately 1.63 per cent as of the date of the notice.

Valuation
The preliminary and final option premiums are calculated in accordance with the Black & Scholes valuation model, assuming a risk-free interest rate of 1.94 per cent and a volatility of 53 per cent, and taking into account that no dividends or other value transfers to shareholders are expected to be made during the term of the programme. The basis and calculations have been prepared and carried out by Honeybadger in its capacity as an independent valuation institute. The calculated subscription price has been rounded to the nearest whole cent.

Costs and impact on key performance indicators
Due to the fact that the warrants are acquired at market value, the assessment is that no social costs will arise for the Company. However, the incentive programme will entail certain administrative costs related to the preparation of the proposal, registration and subscription of shares with the support of the warrants. The incentive programme is not expected to have any effects on the Company's key ratios.

Preparation of the proposal
The proposal for the Incentive Programme 2025/2028 has been prepared by the Shareholder in cooperation with external advisors.

Special authorisation
It is proposed that the CEO of the Company or the person appointed by the CEO of the Company is authorised to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.

Majority requirement
A valid resolution under this proposal requires the support of shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

Item 14 - Resolution to amend the Articles of Association
The board of directors proposes that the Meeting resolves to amend the Articles of Association in accordance with the following.
 

The Chief Executive Officer, or the person appointed by the board of directors, shall be authorised to make such minor adjustments as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.

Majority requirement
For a valid resolution in accordance with this proposal, the proposal must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.

Item 15 - Resolution on authorisation for the board of directors to decide on acquisition and transfer of own shares
It is noted that the Company plans to change its listing to NGM Main Regulated during the period until the next annual general meeting. Against this background, the board of directors proposes that the Meeting resolves to authorise the board of directors to, from the date when the Company's shares are admitted to trading on NGM Main Regulated until the end of the next annual general meeting, on one or more occasions, resolve on the acquisition and transfer of the Company's own shares as follows.

Acquisitions may be made of a maximum number of own shares so that the company's total holding of own shares amounts to a maximum of ten (10) per cent of all registered shares in the company. Acquisitions may be made through trading on the regulated marketplace NGM Main Regulated. Payment for the acquired shares shall be made in cash.

All own shares held by the company at the time of the board's decision may be transferred through trading on NGM Main Regulated or otherwise to third parties in connection with corporate acquisitions. Compensation for transferred shares shall be paid in cash, in kind or by way of set-off of a claim against the company or on the terms set out in Chapter 2, Section 5 of the Swedish Companies Act. 5 of the Companies Act.

Acquisition and transfer of own shares may take place on one or more occasions during the period until the end of the next annual general meeting, at a price per share that is within the registered price range at any given time. In the event of a transfer other than on NGM Main Regulated, the price shall be set so that it is not less than what is marketable, whereby a marketable discount in relation to the share price may be applied.

The purpose of the board's proposed authorisation is to give the board greater opportunities to be able to adapt the company's capital structure to capital requirements from time to time and thereby contribute to increased shareholder value. Furthermore, the authorisation aims to give the board of directors the possibility to transfer shares in connection with any company acquisitions by payment with the company's own shares or to use repurchased shares in the settlement of future incentive programmes, which means a lower future dilution. The purpose of the authorisation does not allow the company to trade in its own shares for short-term profit.

The board of directors has issued a statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.

Majority requirement
For a valid resolution in accordance with this proposal, the proposal must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.

Item 16 - Resolution on an issue authorisation for the board of directors
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, on one or more occasions and at the latest until the next annual general meeting, resolve to increase the Company's share capital by issuing new shares, warrants and convertibles. New issues of shares, warrants and convertibles may be made with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions.

The increase of the share capital through a new issue by virtue of the authorisation may, during the period from and including the annual general meeting 2025 up to and including the time when the Company's shares are admitted to trading on NGM Main Regulated, correspond to a dilution of not more than twenty (20) per cent of the share capital at the time the authorisation is first exercised to issue shares, convertibles and/or warrants. After the time when the Company's shares have been admitted to trading on NGM Main Regulated, the increase of the share capital may correspond to a dilution of a maximum of ten (10) per cent of the share capital at the time the authorisation was first used after the change of listing to issue shares, convertibles and/or warrants for the first time.

The purpose of the authorisation is to enable future potential acquisitions or investments and to create conditions for quickly and efficiently strengthening the Company's financial position and broadening the Company's ownership structure.     

Majority requirement
For a valid resolution in accordance with this proposal, the proposal must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.

Item 17 - Authorisation for the board of directors to make minor adjustments to the resolutions adopted by the annual general meeting
The board of directors proposes that the meeting authorises the board of directors, the CEO or the person otherwise appointed by the board of directors or the CEO to make such minor adjustments and clarifications to the resolutions adopted at the meeting as are necessary for the registration of the resolutions.

OTHER

Shareholders' right to receive information
Shareholders present at the annual general meeting are entitled to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) regarding 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 provide such information if the board of directors considers that it can be done without significant harm to the Company. Shareholders are entitled to ask the Company questions at the AGM about the matters and proposals to be addressed at the AGM.

Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see the privacy policy on Euroclear AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Documents
The Company's annual report, auditor's report and documents in accordance with the Swedish Companies Act will be available at the Company's premises at Torshamnsgatan 9, Kista and on the Company's website (www.astorgroup.se) no later than three weeks prior to the meeting. Copies of the aforementioned documents will also be sent to shareholders who so request and state their address and will also be available at the meeting.

Number of shares and votes
At the date of this notice, the total number of shares and votes in the Company amounts to 51,407,399.

__________________________

Stockholm in April 2025
Scandinavian Astor Group AB
The board of directors

N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.