Notice of the 2026 Annual General Meeting
The shareholders of Nelly Group AB (publ), reg. no. 556035-6940, ("Nelly") are hereby given notice of the Annual General Meeting to be held on Monday 18 May 2026 at 10:00 CEST at Advokatbyrån Mannheimer Swartling's premises, Norrlandsgatan 21, in Stockholm. Registration for the Annual General Meeting will commence at 09:30 CEST. Shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in advance in accordance with the Articles of Association.
The notice, including the Board's and the Nomination Committee's complete proposals, is attached to this press release. The notice is also available on Nelly's website www.nellygroup.com.
Participation
Shareholders who wish to participate in the Annual General Meeting must be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as of Thursday 7 May 2026 and give notice of participation no later than Monday 11 May 2026.
To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the names of nominees must, in addition to giving notice of participation, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Thursday 7 May 2026. Such re-registration may be temporary (voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than Monday 11 May 2026 will be considered in the presentation of the share register.
Participation at the meeting venue
Shareholders who wish to attend the meeting venue in person or by proxy shall give notice of participation to Nelly no later than Monday 11 May 2026. Notification can be made on Nelly's website www.nellygroup.com, by e-mail to proxy@computershare.se, by telephone to +46 771-24 64 00 or by post to Computershare AB, "Nelly's AGM 2026", Box 149, SE-182 12 Danderyd Sweden. Shareholders shall in their notice state their name, personal identification number or company registration number, address, phone number and advisors, if applicable. If the shareholder is represented by proxy at the meeting venue, a written and dated power of attorney, and registration certificate or a corresponding authorisation document for a legal entity, should be sent to the address above well before the Annual General Meeting. A template proxy form is available on Nelly's website www.nellygroup.com.
Participation by postal voting
The Board has resolved that shareholders shall be entitled to exercise their voting rights by postal voting. Shareholders who wish to participate in the Annual General Meeting by postal voting must give notice of participation by casting their postal vote so that it is received by Computershare AB no later than Monday 11 May 2026. A special form shall be used for postal voting. The postal voting form is available on Nelly's website www.nellygroup.com. The postal voting form can be submitted either by e-mail to proxy@computershare.se or by post to Computershare AB, "Nelly's AGM 2026", Box 149, SE-182 12 Danderyd, Sweden. Shareholders may also cast their postal votes digitally through BankID verification via a link that can be found on Nelly's website www.nellygroup.com. If the shareholder postal votes by proxy, a written and dated a power of attorney shall be enclosed with the form. A template proxy form is available on Nelly's website www.nellygroup.com. If the shareholder is a legal entity, a registration certificate or corresponding authorisation document shall be enclosed with the postal voting form. Further instructions can be found on the postal voting form.
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of Chair of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the Annual General Meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of the Annual Report, the Auditor's Report and the consolidated financial statements and the Auditor's Report on the consolidated financial statements.
9. Resolution on the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
10. Resolution on disposition of the company's result as stated in the adopted balance sheet.
11. Resolution on the discharge of liability of the members of the Board and the CEO.
12. Presentation and resolution on approval of the Remuneration Report.
13. Determination of the number of members of the Board.
14. Determination of the remuneration to the members of the Board and the Auditor.
15. Election of Board members:
(a) Ebba Ljungerud (re-election, proposed by the Nomination Committee).
(b) Stefan Palm (re-election, proposed by the Nomination Committee).
(c) Josephine Bernadotte (re-election, proposed by the Nomination Committee).
(d) Lennart Sparud (re-election, proposed by the Nomination Committee).
(e) Lars Axelsson (re-election, proposed by the Nomination Committee).
(f) Mikaela Willman (re-election, proposed by the Nomination Committee).
16. Election of Chair of the Board.
17. Determination of the number of Auditors and election of Auditor.
18. Resolution on guidelines for remuneration to senior executives.
19. Resolutions on (a) adoption of a performance-based share program for senior executives in Nelly, (b) a directed issue of warrants and (c) approval of transfer of warrants.
20. Resolution on authorisation for the Board to resolve on repurchase and transfer of own ordinary shares.
21. Resolution on authorisation for the Board to resolve on new issues of ordinary shares, warrants and/or convertible bonds.
22. Closing of the Annual General Meeting.