NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN KEO CAPITAL AB
Idag, 00:38
The shareholders in Keo Capital AB, reg. no. 559018-9543 (the “Company”), are hereby given notice to attend the extraordinary general meeting at 10:00 CEST on Thursday 20 August 2026 at the offices of Setterwalls Advokatbyrå at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences at 9:30 CEST.
Background
Keo Aggregator LP, holder of approximately 40.07 per cent of the number of shares and votes in the Company, has requested that the board of directors, pursuant to Chapter 7, Section 13, Paragraph 2 of the Swedish Companies Act, convene an extraordinary general meeting to resolve upon the proposed election of three (3) new board members, as a consequence of which the board members being replaced will be released from their board assignment and duties solely as a consequence of the proposed changes to the Board’s composition and not for any reason relating to their performance, conduct, commitment or discharge of duties.
The proposed Board changes are part of the Company's ongoing strategic transition into a fintech-focused business following the announced separation of its energy activities, aligning the Board's composition with the Company's strategic direction.
Notice
Shareholders wishing to participate at the meeting must:
- be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Wednesday 12 August2026; and
- notify the Company of their attendance and any assistant no later than Friday 14 August 2026. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, SE 101 39 Stockholm, Sweden, or by e-mail to eric.torstensson@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representatives, proxies and assistants. The number of assistants may not exceed two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Wednesday 12 August 2026 at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 14 August 2026, will, however, be taken into account in the preparation of the share register.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company’s website https://keocapital.com/. The original version of the power of attorney shall also be presented at the meeting.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Determination of the number of members of the board of directors;
- Determination of fees payable to the members of the board of directors;
- Election of the members of the board of directors; and
- Closing of the meeting.
Proposed resolutions
Item 1. Election of chairman of the meeting
The board of directors proposes that attorney Marcus Nivinger (Setterwalls Advokatbyrå) is elected chairman of the meeting, and in his absence, the one appointed by the board instead.
Item 6. Determination of the number of members of the board of directors
Keo Aggregator LP proposes that the board of directors, until the end of the next annual general meeting, shall continue to consist of six (6) ordinary members.
Item 7. Determination of fees payable to the members of the board of directors
Keo Aggregator LP furthermore proposes that the remuneration to the board of directors, for the period until the next annual general meeting, shall continue to be SEK 415,000 for the chairman of the board of directors and SEK 300,000 to each of the other ordinary board members.
Board members shall also be entitled to invoice the Company in so far as they perform services outside the board assignment.
Item 8. Election of the members of the board of directors
Keo Aggregator LP proposes that Paolo Fidanza, Halvard Idland and Carlos Gomez-Lackington be re-elected as ordinary board members, and that Hernán Magariños, Jay Heller and Andrés Rubio be newly elected as ordinary board members, in each case for the period until the end of the next annual general meeting. Furthermore, Paolo Fidanza is proposed to be re-elected as chairman of the board of directors.
Description of Board Members Proposed for New Election
Hernán Magariños (born 1975) holds a Master of Business Administration from McGill University and completed the Corporate Restructuring Executive Programme at Harvard Business School. He is a Certified Public Accountant, having earned his public accounting degree from the National University of Rosario (UNR) in Argentina. Hernán is a capital markets executive with more than 20 years' experience in structured finance, cross-border investment and financial advisory, having led the acquisition and disposition of dozens of companies and assets with an aggregate value of over USD 20 billion. He is Founder and Chief Corporate Development Officer of K Lab, an infratech start-up based in Miami. Previous experience includes: Chief Corporate Development Officer of KEO World, a Miami-based fintech enabling digital B2B payments and working capital financing across the Americas, where he led capital strategy, investor relations, structured credit and corporate development, securing over USD 500 million in warehouse and forward-flow facilities, raising USD 22 million in equity and structuring joint ventures with banks in Mexico, Brazil and Argentina; Head of the Americas at Alantra's Corporate Portfolio Advisors group, where he led over USD 6 billion in credit portfolio transactions; Founder and Managing Partner of Pelham Advisors in New York, through which he advised banks, credit funds and fintech lenders on over USD 4 billion in structured financings and loan sales; US Business Head of the Portfolio Solutions Group at KPMG Corporate Finance; Director at PwC Corporate Finance in New York and London; and earlier roles at Cargill/CarVal. Fluent in English and Spanish, with working proficiency in Portuguese and French. Hernán is independent in relation to senior management and the Company.
Jay Heller (born 1972) is the Chief Executive Officer of K Lab, a technology company building the programmable payments infrastructure for institutional money movement. He brings 18 years of experience at Nasdaq, where he served as Vice President and Head of Capital Markets & IPO Execution, overseeing more than 3,000 public listings, including the landmark market debuts of Coinbase, Airbnb, Lyft, Rivian, and CoreWeave. At K Lab, Jay leads operational execution and global market expansion, drawing on a career spent at the intersection of institutional capital, public markets, and financial infrastructure. Jay is independent in relation to senior management and the Company.
Andrés Rubio is a transformation-focused public company CEO, director and investor with more than three decades of experience across Europe, Asia and the United States, including significant restructuring expertise. He most recently led the transformation and restructuring of Intrum AB, the world's largest credit management company, as CEO, repositioning the business around operational excellence and capital-light investing, improving margins from 15% to 23%, and completing a landmark €4.5 billion recapitalization, including US Chapter 11 proceedings and Swedish Reorganization. He built his career in institutional investment banking, including as Senior Partner at Apollo Management International in London, where he led the €4.6 billion fundraise for EPF III; as Managing Director and Global Co-Head of EMEA for Morgan Stanley Private Investments; and as Managing Director at Cerberus Japan, overseeing corporate investments across Japan and Asia. Andrés is currently Chairman and Co-Managing Partner of IMAN Capital Partners Ltd, an investment platform focused on Europe and the United States. He is an independent board observer of Stegra AB, a €7 billion green steel company in Sweden, a Board Member of Blip Billboards, and a member of the Investment Committee of Quarza Inversiones. He holds a Bachelor of Science in Foreign Service from Georgetown University, is a citizen of the United States and Spain, resides in Sweden, and is fluent in English and Spanish, with proficiency in Japanese.
Number of shares and votes in the Company
The total number of shares in the Company at the time of issuance of this notice is 352,657,866 and the total number of votes for all issued shares in the Company is 352,657,866 votes. The Company’s holding of own share amounts, at the time of issuance of this notice, to 2,812,922 shares.
Shareholders’ right to request information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda. The duty of disclosure also includes the Company’s relationship with other group companies, the consolidated accounts and such circumstances regarding subsidiaries as referred to in the previous sentence.
Documentation
The complete proposals for resolution and other documents to be dealt with at the general meeting will be kept available at the Company’s office no later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available no later than the aforementioned date on the Company’s website https://keocapital.com/. All the above mentioned documents will also be presented at the general meeting.
_____
Stockholm, July 2026
The board of directors
Contacts
Roberto Marchiori, CEO & CFO | Jakob Sintring, Head of IR
Phone: +46 8 611 05 11, E-mail: IR@keocapital.com
About KEO Capital
KEO Capital AB (publ) is a listed technology-driven financial solutions provider focused on improving liquidity, security, transparency, and efficiency in B2B supply chain financing and corporate travel and expense management. KEO Capital operates a unified digital ecosystem that enables buyers and suppliers to interact through complementary solutions designed to address the full spectrum of corporate payables. KEO Capital’s energy activities, including its indirect equity interest in PetroUrdaneta (24 percent, to be increased to 40 percent under a binding agreement), are held through KEO Energy and are intended to be separated from the Company through the proposed business combination with Lionheart Holdings, following which KEO Capital will focus exclusively on its fintech business. The shares are listed on Nasdaq Stockholm (KEOC). For more information, please visit the Company’s website https://keocapital.com/.
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NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN KEO CAPITAL AB
Idag, 00:38
The shareholders in Keo Capital AB, reg. no. 559018-9543 (the “Company”), are hereby given notice to attend the extraordinary general meeting at 10:00 CEST on Thursday 20 August 2026 at the offices of Setterwalls Advokatbyrå at Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences at 9:30 CEST.
Background
Keo Aggregator LP, holder of approximately 40.07 per cent of the number of shares and votes in the Company, has requested that the board of directors, pursuant to Chapter 7, Section 13, Paragraph 2 of the Swedish Companies Act, convene an extraordinary general meeting to resolve upon the proposed election of three (3) new board members, as a consequence of which the board members being replaced will be released from their board assignment and duties solely as a consequence of the proposed changes to the Board’s composition and not for any reason relating to their performance, conduct, commitment or discharge of duties.
The proposed Board changes are part of the Company's ongoing strategic transition into a fintech-focused business following the announced separation of its energy activities, aligning the Board's composition with the Company's strategic direction.
Notice
Shareholders wishing to participate at the meeting must:
- be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Wednesday 12 August2026; and
- notify the Company of their attendance and any assistant no later than Friday 14 August 2026. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, SE 101 39 Stockholm, Sweden, or by e-mail to eric.torstensson@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representatives, proxies and assistants. The number of assistants may not exceed two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Wednesday 12 August 2026 at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 14 August 2026, will, however, be taken into account in the preparation of the share register.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company’s website https://keocapital.com/. The original version of the power of attorney shall also be presented at the meeting.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Determination of the number of members of the board of directors;
- Determination of fees payable to the members of the board of directors;
- Election of the members of the board of directors; and
- Closing of the meeting.
Proposed resolutions
Item 1. Election of chairman of the meeting
The board of directors proposes that attorney Marcus Nivinger (Setterwalls Advokatbyrå) is elected chairman of the meeting, and in his absence, the one appointed by the board instead.
Item 6. Determination of the number of members of the board of directors
Keo Aggregator LP proposes that the board of directors, until the end of the next annual general meeting, shall continue to consist of six (6) ordinary members.
Item 7. Determination of fees payable to the members of the board of directors
Keo Aggregator LP furthermore proposes that the remuneration to the board of directors, for the period until the next annual general meeting, shall continue to be SEK 415,000 for the chairman of the board of directors and SEK 300,000 to each of the other ordinary board members.
Board members shall also be entitled to invoice the Company in so far as they perform services outside the board assignment.
Item 8. Election of the members of the board of directors
Keo Aggregator LP proposes that Paolo Fidanza, Halvard Idland and Carlos Gomez-Lackington be re-elected as ordinary board members, and that Hernán Magariños, Jay Heller and Andrés Rubio be newly elected as ordinary board members, in each case for the period until the end of the next annual general meeting. Furthermore, Paolo Fidanza is proposed to be re-elected as chairman of the board of directors.
Description of Board Members Proposed for New Election
Hernán Magariños (born 1975) holds a Master of Business Administration from McGill University and completed the Corporate Restructuring Executive Programme at Harvard Business School. He is a Certified Public Accountant, having earned his public accounting degree from the National University of Rosario (UNR) in Argentina. Hernán is a capital markets executive with more than 20 years' experience in structured finance, cross-border investment and financial advisory, having led the acquisition and disposition of dozens of companies and assets with an aggregate value of over USD 20 billion. He is Founder and Chief Corporate Development Officer of K Lab, an infratech start-up based in Miami. Previous experience includes: Chief Corporate Development Officer of KEO World, a Miami-based fintech enabling digital B2B payments and working capital financing across the Americas, where he led capital strategy, investor relations, structured credit and corporate development, securing over USD 500 million in warehouse and forward-flow facilities, raising USD 22 million in equity and structuring joint ventures with banks in Mexico, Brazil and Argentina; Head of the Americas at Alantra's Corporate Portfolio Advisors group, where he led over USD 6 billion in credit portfolio transactions; Founder and Managing Partner of Pelham Advisors in New York, through which he advised banks, credit funds and fintech lenders on over USD 4 billion in structured financings and loan sales; US Business Head of the Portfolio Solutions Group at KPMG Corporate Finance; Director at PwC Corporate Finance in New York and London; and earlier roles at Cargill/CarVal. Fluent in English and Spanish, with working proficiency in Portuguese and French. Hernán is independent in relation to senior management and the Company.
Jay Heller (born 1972) is the Chief Executive Officer of K Lab, a technology company building the programmable payments infrastructure for institutional money movement. He brings 18 years of experience at Nasdaq, where he served as Vice President and Head of Capital Markets & IPO Execution, overseeing more than 3,000 public listings, including the landmark market debuts of Coinbase, Airbnb, Lyft, Rivian, and CoreWeave. At K Lab, Jay leads operational execution and global market expansion, drawing on a career spent at the intersection of institutional capital, public markets, and financial infrastructure. Jay is independent in relation to senior management and the Company.
Andrés Rubio is a transformation-focused public company CEO, director and investor with more than three decades of experience across Europe, Asia and the United States, including significant restructuring expertise. He most recently led the transformation and restructuring of Intrum AB, the world's largest credit management company, as CEO, repositioning the business around operational excellence and capital-light investing, improving margins from 15% to 23%, and completing a landmark €4.5 billion recapitalization, including US Chapter 11 proceedings and Swedish Reorganization. He built his career in institutional investment banking, including as Senior Partner at Apollo Management International in London, where he led the €4.6 billion fundraise for EPF III; as Managing Director and Global Co-Head of EMEA for Morgan Stanley Private Investments; and as Managing Director at Cerberus Japan, overseeing corporate investments across Japan and Asia. Andrés is currently Chairman and Co-Managing Partner of IMAN Capital Partners Ltd, an investment platform focused on Europe and the United States. He is an independent board observer of Stegra AB, a €7 billion green steel company in Sweden, a Board Member of Blip Billboards, and a member of the Investment Committee of Quarza Inversiones. He holds a Bachelor of Science in Foreign Service from Georgetown University, is a citizen of the United States and Spain, resides in Sweden, and is fluent in English and Spanish, with proficiency in Japanese.
Number of shares and votes in the Company
The total number of shares in the Company at the time of issuance of this notice is 352,657,866 and the total number of votes for all issued shares in the Company is 352,657,866 votes. The Company’s holding of own share amounts, at the time of issuance of this notice, to 2,812,922 shares.
Shareholders’ right to request information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda. The duty of disclosure also includes the Company’s relationship with other group companies, the consolidated accounts and such circumstances regarding subsidiaries as referred to in the previous sentence.
Documentation
The complete proposals for resolution and other documents to be dealt with at the general meeting will be kept available at the Company’s office no later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available no later than the aforementioned date on the Company’s website https://keocapital.com/. All the above mentioned documents will also be presented at the general meeting.
_____
Stockholm, July 2026
The board of directors
Contacts
Roberto Marchiori, CEO & CFO | Jakob Sintring, Head of IR
Phone: +46 8 611 05 11, E-mail: IR@keocapital.com
About KEO Capital
KEO Capital AB (publ) is a listed technology-driven financial solutions provider focused on improving liquidity, security, transparency, and efficiency in B2B supply chain financing and corporate travel and expense management. KEO Capital operates a unified digital ecosystem that enables buyers and suppliers to interact through complementary solutions designed to address the full spectrum of corporate payables. KEO Capital’s energy activities, including its indirect equity interest in PetroUrdaneta (24 percent, to be increased to 40 percent under a binding agreement), are held through KEO Energy and are intended to be separated from the Company through the proposed business combination with Lionheart Holdings, following which KEO Capital will focus exclusively on its fintech business. The shares are listed on Nasdaq Stockholm (KEOC). For more information, please visit the Company’s website https://keocapital.com/.
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