NOTICE OF THE ANNUAL GENERAL MEETING OF SCANDINAVIAN ASTOR GROUP AB
Idag, 20:12
NOTICE OF THE ANNUAL GENERAL MEETING OF SCANDINAVIAN ASTOR GROUP AB
N.B. This English text is an unofficial translation of the Swedish original notice to attend the Annual General Meeting in Scandinavian Astor Group AB and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
The shareholders of Scandinavian Astor Group AB, company registration number 559353–9322 (“Astor” or the “Company”), are hereby invited to attend the Annual General Meeting on 13 May 2026 at 5.00 pm at the offices of Eversheds Sutherland at Sveavägen 20, Stockholm. Registration begins at 4.30 pm.
RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION
Shareholders who wish to attend the annual general meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on 5 May 2026,
- notify the Company of their intention to participate in the meeting no later than 7 May 2026. Notification of participation must be made in writing to the Company by e-mail to ir@astorgroup.se or by letter to Borgarfjordsgatan 18, 164 40 Kista. 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 address 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 7 May 2026 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. A copy of the proxy form and any certificate of registration should be sent well in advance of the meeting by e-mail to ir@astorgroup.se or by post to the Company’s address at Borgarfjordsgatan 18, Kista. Furthermore, the original proxy form must be brought to the meeting. The proxy form is available on the Company's website (www.astorgroup.se) no later than three weeks before the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairperson of the annual general meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report, as well as the consolidated financial statements and the group auditor’s report
- Decisions on
- Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Allocation of the Company's profit or loss according to the adopted balance sheet
- Discharge from liability for the members of the board of directors and the managing director
- Resolution on the number of board members and auditors
- Resolution on fees for the board of directors and the auditor
- Election of the board of directors, the audit firm and the auditor in charge
- Adoption of principles for the appointment of a nomination committee and instructions for the nomination committee
- Resolution regarding (i) the approval of the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act and (ii) the adoption of guidelines for the remuneration of senior executives
- Resolution on authorisation for the board of directors to decide on acquisition and transfer of own shares
- Resolution on an issue authorisation for the board of directors
- Resolution authorising the board of directors to make minor adjustments to the resolutions
- Closure of the meeting
THE NOMINATION COMMITTEE'S PROPOSAL
The Nomination Committee for the 2026 Annual General Meeting consisted of Anders Danielsson (appointed by Anders Danielsson Trä AB), Mikael Norgren (appointed by Wictor Billström) and Lennart Sundberg (appointed by himself).
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 such that the Chairman of the Board receives an increase to 502,900 (483,600) kronor (equivalent to approximately 8.5 (8.2) price base amounts), and the other Board members receive an increase to 209,600 (201,500) kronor (corresponding to approximately 3.7 (3.4) price base amounts) each for the period up to the end of the next Annual General Meeting.
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, in addition to the Board remuneration, remuneration shall be paid to the members of the Company’s Audit Committee, whereby remuneration to the Chairman of the Audit Committee shall be paid at an increased rate of SEK 60,000 (40,000) and remuneration to the other members of the Audit Committee shall be 35,000 (25,000) kronor each. Furthermore, the Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, an increased fee, in addition to the Board fee, shall be paid to the members of the Company’s Remuneration Committee, whereby the fee to the Chairman of the Remuneration Committee shall be SEK 41,600 (40,000) kronor and the other members of the Remuneration Committee shall each receive 26,000 (25,000) kronor.
It is proposed that the auditor be remunerated in accordance with current and approved invoices..
Item 11 - Election of the board of directors, audit firm and auditor in charge
The Nomination Committee proposes the re-election of the ordinary members Mats R Karlsson, Lars Carlson, Wictor Billström and Pär-Ola Alfredsson for the period until the end of the next Annual General Meeting. It is also proposed that Helene Mörtberg 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 about the proposed new member:
Helene Mörtberg, born in 1978, has over 20 years’ international experience in asset management, investment, risk and corporate governance. She is currently CEO of CoFounded Capital AB and Mirai Hub AB. Previously, she was Co-CEO of Mayfair Family Office and held senior roles at DWS and Eastspring Investments in Europe and Asia. Helene has extensive experience in strategic capital allocation, governance and scaling operations in international environments. She holds a Master of Science in Engineering from KTH in Engineering Physics and Financial Mathematics.
The Nomination Committee further proposes the election of KPMG AB as the Company’s auditor for the period until the end of the next Annual General Meeting. KPMG AB has announced that the authorised public accountant Marc Karlsson will be the lead auditor should the Annual General Meeting vote 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 2026. The largest shareholders refer to the shareholders registered with Euroclear Sweden AB as of 30 September 2026 (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:
- proposal for the chairman of the annual general meeting;
- proposal for the number of directors elected by the general meeting and the number of auditors;
- 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;
- proposals for the remuneration of the auditors;
- 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
- 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 2025 and that the funds at the disposal of the annual general meeting be carried forward.
Item 13 – Resolution regarding (i) the approval of the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act and (ii) the adoption of guidelines for remuneration of senior executives
The Board of Directors proposes that the Annual General Meeting resolve to (i) approve the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act and (ii) adopt the guidelines below for remuneration to senior executives.
Guidelines for determining remuneration and other terms of employment for the Board of Directors and senior executives
Background
Scandinavian Astor Group AB (publ) (“the Company” or “Astor Group”) has no guidelines for the remuneration of senior executives adopted by the general meeting, as the Company was listed on a regulated market in December 2025. Pursuant to Chapter 8, Sections 53a and 53b of the Companies Act (2005:551), the Board of Directors shall prepare a proposal for the Annual General Meeting regarding guidelines for salaries and other remuneration for Board members, the Chief Executive Officer and the Deputy Chief Executive Officer. The guidelines shall apply until further notice, from the date of the General Meeting’s resolution on them. The Board shall prepare a proposal for new guidelines on remuneration when there is a need for significant changes to the guidelines, but at least every four years. The guidelines do not cover remuneration decided by the Annual General Meeting, such as Board fees and share-based incentive schemes
If the Annual General Meeting does not resolve on guidelines in accordance with the proposal, the Board of Directors shall submit a new proposal no later than the next Annual General Meeting. In such a case, remuneration shall be paid in accordance with the previously applicable guidelines or, if none exist, in accordance with the Company’s practice.
In light of the above and with a view to ensuring that the Company complies with the requirements of the Companies Act and good stock market practice, the Board hereby submits the following proposal for a resolution on guidelines for remuneration to the Board and senior executives for adoption by the 2026 Annual General Meeting.
Principles governing remuneration for senior executives
These guidelines shall apply to remuneration for senior executives and board members of the Company agreed upon after the 2026 Annual General Meeting, as well as to changes to remuneration already agreed upon that are made after that Annual General Meeting, but no later than the 2030 Annual General Meeting. The term ‘senior executives’ refers to the Group Management. With regard to employment relationships governed by rules other than Swedish law, as far as pension benefits and other benefits are concerned, appropriate adjustments may be made to comply with mandatory such rules or established local practice, in which case the overall objectives of these guidelines shall be met as far as possible.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
The successful implementation of the Company’s business strategy and the safeguarding of its long-term interests, including its sustainability, depend on Astor Group’s ability to recruit and retain qualified staff. This requires the Company to be able to offer competitive total remuneration, which these guidelines facilitate. Total remuneration shall be market-based and competitive, and commensurate with responsibilities and authority.
The forms of compensation, etc.
Remuneration shall be in line with market rates and consist of the following components: a fixed salary, any variable remuneration as agreed separately, a pension and other benefits. In addition – and irrespective of these guidelines – the Annual General Meeting may decide on, for example, share-based and share-price-related remuneration.
Fixed salary
The fixed salary shall consist of a fixed cash salary and shall be reviewed annually on a competitive basis. The fixed salary shall be competitive and reflect the demands of the role in terms of skills, responsibilities, complexity and the extent to which it contributes to achieving business objectives. The fixed salary shall also reflect the performance achieved by the executive and shall therefore be individual and differentiated.
Variable remuneration
In addition to fixed remuneration, the Chief Executive Officer and other senior executives may, from time to time and subject to a separate agreement, receive variable remuneration upon fulfilment of agreed criteria. Any variable remuneration may consist of an annual cash payment and may not exceed 50 per cent of the fixed annual remuneration. To avoid excessive risk-taking, there must be a fundamental balance between fixed and variable remuneration. The fixed remuneration must account for a sufficiently large proportion of the senior executive’s total remuneration to allow the variable component to be reduced to zero. Variable remuneration shall be linked to one or more predetermined and measurable criteria established by the Board, which may be financial, such as the Group’s and/or the executive’s own area of responsibility’s earnings growth, profitability and cash flow, or non-financial, such as sustainability, customer satisfaction and quality. By linking the remuneration of senior executives to the Company’s results, these targets promote the implementation of the Company’s business strategy, long-term value creation and competitiveness. The terms and basis for calculating variable remuneration shall be determined for each financial year.
Variable remuneration is settled in the year following the year in which it was earned. Once the assessment period for meeting the criteria for the payment of variable remuneration has ended, an assessment must be made of the extent to which the criteria have been met. The Board of Directors is responsible for the assessment regarding variable cash remuneration to the Chief Executive Officer and other senior executives, based on a proposal from the Remuneration Committee. With regard to financial targets, the assessment shall be based on the Company’s most recently published financial information. The terms and conditions for variable remuneration shall be designed so that, in the event of exceptional financial circumstances, the Board has the option to limit or withhold payment of variable remuneration if such a measure is deemed reasonable. When designing variable remuneration for senior executives, the Board shall consider introducing provisions which (i) make the payment of a certain portion of such remuneration conditional upon the performance on which the vesting is based proving to be sustainable over time, and (ii) allow the Company to reclaim such remuneration paid on the basis of information that has subsequently proved to be manifestly incorrect. Additional variable cash remuneration may be paid in exceptional circumstances, provided that such exceptional arrangements are time-limited and are made only on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for exceptional work performed in addition to the individual’s regular duties. Such remuneration may not exceed an amount equivalent to 20 per cent of the fixed annual salary and may not be paid more than once per year per individual. Decisions regarding such remuneration shall be taken by the Board of Directors on the recommendation of the Remuneration Committee.
Pension
The Chief Executive Officer and other senior executives are covered by a defined-contribution pension scheme, whereby the size of the pension depends on the outcome of the pension insurance policies taken out. Contributions to the defined-contribution pension scheme shall not exceed 25 per cent of the fixed annual salary.
Other benefits
Other benefits, which may include a Company car, travel allowances, supplementary health and medical insurance, and occupational health services, must be in line with market rates and constitute only a limited part of the total remuneration. Premiums and other costs relating to such benefits may in total amount to no more than 10 per cent of the fixed annual salary.
Terms and conditions regarding termination
All senior executives must observe a notice period of up to six months if they resign of their own accord. In the event of termination by the Company, a notice period of up to six months shall apply. In the event of termination by the Company, senior executives may be entitled, in addition to salary and other employment benefits during the notice period, to a severance payment corresponding to a maximum of 6 months’ fixed salary. The severance payment is not offset against other income. No severance pay shall be payable in the event of resignation. In addition to severance pay, compensation may be payable for any non-competition undertaking. Such compensation shall compensate for any loss of income and shall only be payable to the extent that the former executive is not entitled to severance pay. The compensation shall be based on the fixed salary at the time of termination and shall amount to a maximum of 50 per cent of the fixed salary at the time of termination, unless otherwise provided by mandatory collective agreement provisions, and shall be paid for the duration of the non-competition undertaking, which shall be for a maximum of 12 months following the termination of employment.
Salaries and terms of employment for employees
In preparing the Board’s proposal for these remuneration guidelines, the salaries and terms of employment for the Company’s employees have been taken into account by including information on employees’ total remuneration, the components of that remuneration, and the increase in remuneration and rates of increase over time have formed part of the Remuneration Committee’s and the Board’s basis for decision-making when assessing the reasonableness of the guidelines and the restrictions arising therefrom.
Preparation and decision-making process
The Board has decided to establish a Remuneration Committee. The Committee’s duties include, among other things, preparing principles for the remuneration of senior executives and the Board’s decision on proposals for guidelines regarding the remuneration of senior executives. The Board shall draw up proposals for new guidelines at least every four years and submit the proposal for approval at the Annual General Meeting. The guidelines shall remain in force until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee shall also monitor and evaluate variable remuneration programmes for senior executives, the application of guidelines for remuneration of senior executives, and the current remuneration structures and remuneration levels within the Company. Remuneration for the Chief Executive Officer shall be decided by the Board following preparation and recommendation by the Remuneration Committee, within the framework of established remuneration principles. Remuneration for other senior executives shall be decided by the Remuneration Committee within the framework of established remuneration principles and following consultation with the Chief Executive Officer. When the Board or the Remuneration Committee considers and decides on remuneration-related matters, the Chief Executive Officer and other senior executives shall not be present, to the extent that they are affected by the matters.
Share-based incentive schemes approved by the Annual General Meeting
The Board of Directors shall annually assess the need for share-based incentive schemes and, where appropriate, submit proposals for resolution to the Annual General Meeting. Decisions on any share- and share price-related incentive schemes aimed at senior executives shall be taken by the Annual General Meeting and contribute to long-term value growth. Senior executives shall be offered an incentive equivalent to that which would have been payable under a share- or share price-related incentive scheme, if such a programme were to prove impracticable in any senior executive’s country of tax residence, or because, in the Company’s assessment, such participation cannot be achieved at reasonable administrative costs or financial outlay. The cost and investment for the Company, as well as the incentive and financial outcome for such a senior executive, shall in all material respects correspond to the share- or share price-related incentive scheme under such circumstances.
Remuneration of Board members
The remuneration of Board members is determined by the Annual General Meeting. However, additional remuneration may be paid for services provided by Board members to the Astor Group outside the scope of their duties as Board members. Such remuneration shall be in line with market rates and shall be governed by a consultancy agreement approved by the Board.
Deviations from the guidelines
The Board of Directors may decide to deviate from the guidelines in whole or in part if, in a specific case, there are special reasons for doing so and such a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Remuneration Committee’s duties include preparing the Board’s decisions on remuneration matters, which includes decisions to deviate from the guidelines. If the Board decides to deviate from the guidelines, this shall be reported at the next Annual General Meeting.
Item 14 - Resolution on authorisation for the board of directors to decide on acquisition and transfer of own shares
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, until the end of the next Annual General Meeting, on one or more occasions, to decide on the acquisition and disposal of the Company’s own shares as follows.
Acquisitions may be made of no more than such a number of own shares that the Company’s total holding of own shares amounts to no more than ten (10) per cent of all registered shares in the Company. Acquisitions may be made through trading on the regulated marketplace NGM Main Market. Payment for the acquired shares shall be made in cash.
All treasury shares held by the Company at the time of the Board’s resolution may be transferred through trading on NGM Main Market or otherwise to a third party in connection with a corporate acquisition. Consideration for transferred shares shall be paid in cash, by way of a non-cash contribution or by set-off against a claim against the Company, or on terms in accordance with Chapter 2, Section 5 of the Companies Act.
The acquisition and transfer of own shares may take place on one or more occasions during the period up to the end of the next Annual General Meeting, at a price per share that falls within the price range registered at the time. In the event of a transfer other than on NGM Main Market, the price shall be set so that it does not fall below market value, although a market-based discount in relation to the stock market price may be applied.
The Board’s proposal for authorisation aims to give the Board greater scope to adapt the Company’s capital structure to its capital requirements from time to time and thereby contribute to increased shareholder value. Furthermore, the authorisation aims to enable the Board to transfer shares in connection with potential corporate acquisitions through payment with the Company’s own shares, or to use repurchased shares in the settlement of incentive programmes, which entails lower future dilution. The purpose of the authorisation does not permit 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 15 – Resolution on an issue authorisation for the board of directors
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, on one or more occasions and at the latest until the next Annual General Meeting, to decide to increase the Company’s share capital through new issues of shares, warrants and convertibles. New issues of shares, warrants and convertible bonds may be carried out with or without deviation from shareholders’ preferential rights and with or without provisions regarding non-cash consideration, set-off or other conditions.
The total increase in the number of shares through new issues pursuant to the authorisation may not exceed ten (10) per cent of the number of outstanding shares at the time the authorisation was first utilised to issue shares, convertible bonds and/or warrants.
The purpose of the authorisation is to enable future potential acquisitions or investments and to create the conditions for quickly and effectively 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 16 - 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 Borgarfjordsgatan 18, 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 62,242,732.
__________________________
Stockholm in April 2026
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.
Scandinavian Astor Group – Impact through unity
For additional information please contact:
Scandinavian Astor Group CEO Mattias Hjorth
Phone: +46 83 00 800
E-mail: ir@astorgroup.se
About Scandinavian Astor Group AB (publ)
Scandinavian Astor Group is a Swedish defense group shaping the future of security and protection. Through its three business areas - Astor Tech, Astor Industry and Astor Protect - the Group delivers advanced technology, high-quality components and critical security solutions to primarily the defense, industry and public safety sectors. Astor Group is listed on NGM Main Market (ticker: ASTOR) and Boerse Stuttgart. The Company is headquartered in Stockholm, Sweden. For more information about Astor Group's business, visit: www.astorgroup.se.
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NOTICE OF THE ANNUAL GENERAL MEETING OF SCANDINAVIAN ASTOR GROUP AB
Idag, 20:12
NOTICE OF THE ANNUAL GENERAL MEETING OF SCANDINAVIAN ASTOR GROUP AB
N.B. This English text is an unofficial translation of the Swedish original notice to attend the Annual General Meeting in Scandinavian Astor Group AB and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
The shareholders of Scandinavian Astor Group AB, company registration number 559353–9322 (“Astor” or the “Company”), are hereby invited to attend the Annual General Meeting on 13 May 2026 at 5.00 pm at the offices of Eversheds Sutherland at Sveavägen 20, Stockholm. Registration begins at 4.30 pm.
RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION
Shareholders who wish to attend the annual general meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on 5 May 2026,
- notify the Company of their intention to participate in the meeting no later than 7 May 2026. Notification of participation must be made in writing to the Company by e-mail to ir@astorgroup.se or by letter to Borgarfjordsgatan 18, 164 40 Kista. 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 address 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 7 May 2026 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. A copy of the proxy form and any certificate of registration should be sent well in advance of the meeting by e-mail to ir@astorgroup.se or by post to the Company’s address at Borgarfjordsgatan 18, Kista. Furthermore, the original proxy form must be brought to the meeting. The proxy form is available on the Company's website (www.astorgroup.se) no later than three weeks before the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairperson of the annual general meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report, as well as the consolidated financial statements and the group auditor’s report
- Decisions on
- Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Allocation of the Company's profit or loss according to the adopted balance sheet
- Discharge from liability for the members of the board of directors and the managing director
- Resolution on the number of board members and auditors
- Resolution on fees for the board of directors and the auditor
- Election of the board of directors, the audit firm and the auditor in charge
- Adoption of principles for the appointment of a nomination committee and instructions for the nomination committee
- Resolution regarding (i) the approval of the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act and (ii) the adoption of guidelines for the remuneration of senior executives
- Resolution on authorisation for the board of directors to decide on acquisition and transfer of own shares
- Resolution on an issue authorisation for the board of directors
- Resolution authorising the board of directors to make minor adjustments to the resolutions
- Closure of the meeting
THE NOMINATION COMMITTEE'S PROPOSAL
The Nomination Committee for the 2026 Annual General Meeting consisted of Anders Danielsson (appointed by Anders Danielsson Trä AB), Mikael Norgren (appointed by Wictor Billström) and Lennart Sundberg (appointed by himself).
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 such that the Chairman of the Board receives an increase to 502,900 (483,600) kronor (equivalent to approximately 8.5 (8.2) price base amounts), and the other Board members receive an increase to 209,600 (201,500) kronor (corresponding to approximately 3.7 (3.4) price base amounts) each for the period up to the end of the next Annual General Meeting.
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, in addition to the Board remuneration, remuneration shall be paid to the members of the Company’s Audit Committee, whereby remuneration to the Chairman of the Audit Committee shall be paid at an increased rate of SEK 60,000 (40,000) and remuneration to the other members of the Audit Committee shall be 35,000 (25,000) kronor each. Furthermore, the Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, an increased fee, in addition to the Board fee, shall be paid to the members of the Company’s Remuneration Committee, whereby the fee to the Chairman of the Remuneration Committee shall be SEK 41,600 (40,000) kronor and the other members of the Remuneration Committee shall each receive 26,000 (25,000) kronor.
It is proposed that the auditor be remunerated in accordance with current and approved invoices..
Item 11 - Election of the board of directors, audit firm and auditor in charge
The Nomination Committee proposes the re-election of the ordinary members Mats R Karlsson, Lars Carlson, Wictor Billström and Pär-Ola Alfredsson for the period until the end of the next Annual General Meeting. It is also proposed that Helene Mörtberg 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 about the proposed new member:
Helene Mörtberg, born in 1978, has over 20 years’ international experience in asset management, investment, risk and corporate governance. She is currently CEO of CoFounded Capital AB and Mirai Hub AB. Previously, she was Co-CEO of Mayfair Family Office and held senior roles at DWS and Eastspring Investments in Europe and Asia. Helene has extensive experience in strategic capital allocation, governance and scaling operations in international environments. She holds a Master of Science in Engineering from KTH in Engineering Physics and Financial Mathematics.
The Nomination Committee further proposes the election of KPMG AB as the Company’s auditor for the period until the end of the next Annual General Meeting. KPMG AB has announced that the authorised public accountant Marc Karlsson will be the lead auditor should the Annual General Meeting vote 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 2026. The largest shareholders refer to the shareholders registered with Euroclear Sweden AB as of 30 September 2026 (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:
- proposal for the chairman of the annual general meeting;
- proposal for the number of directors elected by the general meeting and the number of auditors;
- 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;
- proposals for the remuneration of the auditors;
- 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
- 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 2025 and that the funds at the disposal of the annual general meeting be carried forward.
Item 13 – Resolution regarding (i) the approval of the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act and (ii) the adoption of guidelines for remuneration of senior executives
The Board of Directors proposes that the Annual General Meeting resolve to (i) approve the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Companies Act and (ii) adopt the guidelines below for remuneration to senior executives.
Guidelines for determining remuneration and other terms of employment for the Board of Directors and senior executives
Background
Scandinavian Astor Group AB (publ) (“the Company” or “Astor Group”) has no guidelines for the remuneration of senior executives adopted by the general meeting, as the Company was listed on a regulated market in December 2025. Pursuant to Chapter 8, Sections 53a and 53b of the Companies Act (2005:551), the Board of Directors shall prepare a proposal for the Annual General Meeting regarding guidelines for salaries and other remuneration for Board members, the Chief Executive Officer and the Deputy Chief Executive Officer. The guidelines shall apply until further notice, from the date of the General Meeting’s resolution on them. The Board shall prepare a proposal for new guidelines on remuneration when there is a need for significant changes to the guidelines, but at least every four years. The guidelines do not cover remuneration decided by the Annual General Meeting, such as Board fees and share-based incentive schemes
If the Annual General Meeting does not resolve on guidelines in accordance with the proposal, the Board of Directors shall submit a new proposal no later than the next Annual General Meeting. In such a case, remuneration shall be paid in accordance with the previously applicable guidelines or, if none exist, in accordance with the Company’s practice.
In light of the above and with a view to ensuring that the Company complies with the requirements of the Companies Act and good stock market practice, the Board hereby submits the following proposal for a resolution on guidelines for remuneration to the Board and senior executives for adoption by the 2026 Annual General Meeting.
Principles governing remuneration for senior executives
These guidelines shall apply to remuneration for senior executives and board members of the Company agreed upon after the 2026 Annual General Meeting, as well as to changes to remuneration already agreed upon that are made after that Annual General Meeting, but no later than the 2030 Annual General Meeting. The term ‘senior executives’ refers to the Group Management. With regard to employment relationships governed by rules other than Swedish law, as far as pension benefits and other benefits are concerned, appropriate adjustments may be made to comply with mandatory such rules or established local practice, in which case the overall objectives of these guidelines shall be met as far as possible.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
The successful implementation of the Company’s business strategy and the safeguarding of its long-term interests, including its sustainability, depend on Astor Group’s ability to recruit and retain qualified staff. This requires the Company to be able to offer competitive total remuneration, which these guidelines facilitate. Total remuneration shall be market-based and competitive, and commensurate with responsibilities and authority.
The forms of compensation, etc.
Remuneration shall be in line with market rates and consist of the following components: a fixed salary, any variable remuneration as agreed separately, a pension and other benefits. In addition – and irrespective of these guidelines – the Annual General Meeting may decide on, for example, share-based and share-price-related remuneration.
Fixed salary
The fixed salary shall consist of a fixed cash salary and shall be reviewed annually on a competitive basis. The fixed salary shall be competitive and reflect the demands of the role in terms of skills, responsibilities, complexity and the extent to which it contributes to achieving business objectives. The fixed salary shall also reflect the performance achieved by the executive and shall therefore be individual and differentiated.
Variable remuneration
In addition to fixed remuneration, the Chief Executive Officer and other senior executives may, from time to time and subject to a separate agreement, receive variable remuneration upon fulfilment of agreed criteria. Any variable remuneration may consist of an annual cash payment and may not exceed 50 per cent of the fixed annual remuneration. To avoid excessive risk-taking, there must be a fundamental balance between fixed and variable remuneration. The fixed remuneration must account for a sufficiently large proportion of the senior executive’s total remuneration to allow the variable component to be reduced to zero. Variable remuneration shall be linked to one or more predetermined and measurable criteria established by the Board, which may be financial, such as the Group’s and/or the executive’s own area of responsibility’s earnings growth, profitability and cash flow, or non-financial, such as sustainability, customer satisfaction and quality. By linking the remuneration of senior executives to the Company’s results, these targets promote the implementation of the Company’s business strategy, long-term value creation and competitiveness. The terms and basis for calculating variable remuneration shall be determined for each financial year.
Variable remuneration is settled in the year following the year in which it was earned. Once the assessment period for meeting the criteria for the payment of variable remuneration has ended, an assessment must be made of the extent to which the criteria have been met. The Board of Directors is responsible for the assessment regarding variable cash remuneration to the Chief Executive Officer and other senior executives, based on a proposal from the Remuneration Committee. With regard to financial targets, the assessment shall be based on the Company’s most recently published financial information. The terms and conditions for variable remuneration shall be designed so that, in the event of exceptional financial circumstances, the Board has the option to limit or withhold payment of variable remuneration if such a measure is deemed reasonable. When designing variable remuneration for senior executives, the Board shall consider introducing provisions which (i) make the payment of a certain portion of such remuneration conditional upon the performance on which the vesting is based proving to be sustainable over time, and (ii) allow the Company to reclaim such remuneration paid on the basis of information that has subsequently proved to be manifestly incorrect. Additional variable cash remuneration may be paid in exceptional circumstances, provided that such exceptional arrangements are time-limited and are made only on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for exceptional work performed in addition to the individual’s regular duties. Such remuneration may not exceed an amount equivalent to 20 per cent of the fixed annual salary and may not be paid more than once per year per individual. Decisions regarding such remuneration shall be taken by the Board of Directors on the recommendation of the Remuneration Committee.
Pension
The Chief Executive Officer and other senior executives are covered by a defined-contribution pension scheme, whereby the size of the pension depends on the outcome of the pension insurance policies taken out. Contributions to the defined-contribution pension scheme shall not exceed 25 per cent of the fixed annual salary.
Other benefits
Other benefits, which may include a Company car, travel allowances, supplementary health and medical insurance, and occupational health services, must be in line with market rates and constitute only a limited part of the total remuneration. Premiums and other costs relating to such benefits may in total amount to no more than 10 per cent of the fixed annual salary.
Terms and conditions regarding termination
All senior executives must observe a notice period of up to six months if they resign of their own accord. In the event of termination by the Company, a notice period of up to six months shall apply. In the event of termination by the Company, senior executives may be entitled, in addition to salary and other employment benefits during the notice period, to a severance payment corresponding to a maximum of 6 months’ fixed salary. The severance payment is not offset against other income. No severance pay shall be payable in the event of resignation. In addition to severance pay, compensation may be payable for any non-competition undertaking. Such compensation shall compensate for any loss of income and shall only be payable to the extent that the former executive is not entitled to severance pay. The compensation shall be based on the fixed salary at the time of termination and shall amount to a maximum of 50 per cent of the fixed salary at the time of termination, unless otherwise provided by mandatory collective agreement provisions, and shall be paid for the duration of the non-competition undertaking, which shall be for a maximum of 12 months following the termination of employment.
Salaries and terms of employment for employees
In preparing the Board’s proposal for these remuneration guidelines, the salaries and terms of employment for the Company’s employees have been taken into account by including information on employees’ total remuneration, the components of that remuneration, and the increase in remuneration and rates of increase over time have formed part of the Remuneration Committee’s and the Board’s basis for decision-making when assessing the reasonableness of the guidelines and the restrictions arising therefrom.
Preparation and decision-making process
The Board has decided to establish a Remuneration Committee. The Committee’s duties include, among other things, preparing principles for the remuneration of senior executives and the Board’s decision on proposals for guidelines regarding the remuneration of senior executives. The Board shall draw up proposals for new guidelines at least every four years and submit the proposal for approval at the Annual General Meeting. The guidelines shall remain in force until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee shall also monitor and evaluate variable remuneration programmes for senior executives, the application of guidelines for remuneration of senior executives, and the current remuneration structures and remuneration levels within the Company. Remuneration for the Chief Executive Officer shall be decided by the Board following preparation and recommendation by the Remuneration Committee, within the framework of established remuneration principles. Remuneration for other senior executives shall be decided by the Remuneration Committee within the framework of established remuneration principles and following consultation with the Chief Executive Officer. When the Board or the Remuneration Committee considers and decides on remuneration-related matters, the Chief Executive Officer and other senior executives shall not be present, to the extent that they are affected by the matters.
Share-based incentive schemes approved by the Annual General Meeting
The Board of Directors shall annually assess the need for share-based incentive schemes and, where appropriate, submit proposals for resolution to the Annual General Meeting. Decisions on any share- and share price-related incentive schemes aimed at senior executives shall be taken by the Annual General Meeting and contribute to long-term value growth. Senior executives shall be offered an incentive equivalent to that which would have been payable under a share- or share price-related incentive scheme, if such a programme were to prove impracticable in any senior executive’s country of tax residence, or because, in the Company’s assessment, such participation cannot be achieved at reasonable administrative costs or financial outlay. The cost and investment for the Company, as well as the incentive and financial outcome for such a senior executive, shall in all material respects correspond to the share- or share price-related incentive scheme under such circumstances.
Remuneration of Board members
The remuneration of Board members is determined by the Annual General Meeting. However, additional remuneration may be paid for services provided by Board members to the Astor Group outside the scope of their duties as Board members. Such remuneration shall be in line with market rates and shall be governed by a consultancy agreement approved by the Board.
Deviations from the guidelines
The Board of Directors may decide to deviate from the guidelines in whole or in part if, in a specific case, there are special reasons for doing so and such a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Remuneration Committee’s duties include preparing the Board’s decisions on remuneration matters, which includes decisions to deviate from the guidelines. If the Board decides to deviate from the guidelines, this shall be reported at the next Annual General Meeting.
Item 14 - Resolution on authorisation for the board of directors to decide on acquisition and transfer of own shares
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, until the end of the next Annual General Meeting, on one or more occasions, to decide on the acquisition and disposal of the Company’s own shares as follows.
Acquisitions may be made of no more than such a number of own shares that the Company’s total holding of own shares amounts to no more than ten (10) per cent of all registered shares in the Company. Acquisitions may be made through trading on the regulated marketplace NGM Main Market. Payment for the acquired shares shall be made in cash.
All treasury shares held by the Company at the time of the Board’s resolution may be transferred through trading on NGM Main Market or otherwise to a third party in connection with a corporate acquisition. Consideration for transferred shares shall be paid in cash, by way of a non-cash contribution or by set-off against a claim against the Company, or on terms in accordance with Chapter 2, Section 5 of the Companies Act.
The acquisition and transfer of own shares may take place on one or more occasions during the period up to the end of the next Annual General Meeting, at a price per share that falls within the price range registered at the time. In the event of a transfer other than on NGM Main Market, the price shall be set so that it does not fall below market value, although a market-based discount in relation to the stock market price may be applied.
The Board’s proposal for authorisation aims to give the Board greater scope to adapt the Company’s capital structure to its capital requirements from time to time and thereby contribute to increased shareholder value. Furthermore, the authorisation aims to enable the Board to transfer shares in connection with potential corporate acquisitions through payment with the Company’s own shares, or to use repurchased shares in the settlement of incentive programmes, which entails lower future dilution. The purpose of the authorisation does not permit 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 15 – Resolution on an issue authorisation for the board of directors
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, on one or more occasions and at the latest until the next Annual General Meeting, to decide to increase the Company’s share capital through new issues of shares, warrants and convertibles. New issues of shares, warrants and convertible bonds may be carried out with or without deviation from shareholders’ preferential rights and with or without provisions regarding non-cash consideration, set-off or other conditions.
The total increase in the number of shares through new issues pursuant to the authorisation may not exceed ten (10) per cent of the number of outstanding shares at the time the authorisation was first utilised to issue shares, convertible bonds and/or warrants.
The purpose of the authorisation is to enable future potential acquisitions or investments and to create the conditions for quickly and effectively 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 16 - 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 Borgarfjordsgatan 18, 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 62,242,732.
__________________________
Stockholm in April 2026
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.
Scandinavian Astor Group – Impact through unity
For additional information please contact:
Scandinavian Astor Group CEO Mattias Hjorth
Phone: +46 83 00 800
E-mail: ir@astorgroup.se
About Scandinavian Astor Group AB (publ)
Scandinavian Astor Group is a Swedish defense group shaping the future of security and protection. Through its three business areas - Astor Tech, Astor Industry and Astor Protect - the Group delivers advanced technology, high-quality components and critical security solutions to primarily the defense, industry and public safety sectors. Astor Group is listed on NGM Main Market (ticker: ASTOR) and Boerse Stuttgart. The Company is headquartered in Stockholm, Sweden. For more information about Astor Group's business, visit: www.astorgroup.se.
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