NOTICE OF EXTRAORDINARY GENERAL MEETING OF SCANDINAVIAN ASTOR GROUP AB

 
Right to attend and notification
Shareholders wishing to attend the general meeting shall

• be entered in the share register maintained by Euroclear Sweden AB on 25 May 2026,
• notify the Company of their intention to attend the meeting no later than 27 May 2026. Notification of attendance shall be made in writing to the Company by e-mail to ir@astorgroup.se or by post to Borgarfjordsgatan 18, 164 40 Kista. When giving notice, please state your name, personal or corporate identity number, shareholding, address, daytime telephone number and details of any assistants (no more than two assistants). Where applicable, complete authorisation documents such as certificates of registration or equivalent should also be enclosed with the notification. The same deadline and address apply for notification of the number of assistants.

 
NOMINEE-REGISTERED SHARES 
Shareholders who have had their shares nominee-registered through a bank or securities institution must have the 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 in accordance with the nominee’s procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than 27 May 2026 will be taken into account in the preparation of the share register.

PROXIES ETC.
Shareholders represented by proxy shall issue a written power of attorney, signed and dated by the shareholder. The validity period of the power of attorney may not exceed five years if specifically stated. If no validity period is stated, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be enclosed. The original power of attorney and any certificate of registration should be sent by post to the Company at the above-mentioned address well in advance of the meeting. A proxy form will be available on the Company’s website (www.astorgroup.se) no later than three weeks before the meeting.

PROPOSED AGENDA

1. Opening of the meeting
2. Election of chairperson of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Proposal to resolve on a directed new share issue to the sellers of Nordic Shield Group AB (publ)
8. Resolution on authorisation for the board of directors to make minor adjustments to the resolutions
9. Closing of the meeting

PROPOSED RESOLUTIONS
Item 7 – Proposal to resolve on a directed new share issue to the sellers of Nordic Shield Group AB (publ)
The board of directors proposes that the extraordinary general meeting resolves on a directed new share issue of not more than 8,799,623 shares, entailing an increase of the Company’s share capital by not more than SEK 2,320,244.58. It is noted that the reason for the directed new share issue is in connection with the share purchase agreement that has been entered into regarding the Company’s acquisition of shares in Nordic Shield Group AB (publ) (”NSG”). The following terms and conditions shall otherwise apply to the resolution.

1. The shares shall only be subscribed for by the major sellers of NSG, consisting of NEZ Holding AB, M4Y Sweden AB and Sailing Mare AB (the “Sellers”), with internal allocation in accordance with the share purchase agreement. The reason for the deviation from the shareholders’ preferential rights is to fulfil the Company’s obligations in accordance with the share purchase agreement that has been entered into regarding the acquisition of the shares in NSG.
2. The shares shall be subscribed for at a price of SEK 19.64 per share, corresponding to the volume-weighted average price (VWAP) for the Company’s share on the date of execution of the share purchase agreement. Any premium shall be transferred to the unrestricted share premium reserve. The subscription price has been determined partly through negotiations with the Sellers on an arm’s length basis, and partly by taking into account the volume-weighted average price for the Company’s shares. The board of directors therefore considers that the market terms of the subscription price have been ensured. Furthermore, the board of directors has also made the assessment that it is to the benefit of the Company and its shareholders that payment for the acquisition is partly made through newly issued shares in the Company.
3. Over-subscription is not possible.
4. Subscription of the newly issued shares shall be made on a separate subscription list made available to the subscribers. Subscription shall be made on the date of completion of the acquisition of the shares in NSG, but no later than 31 July 2026. The board of directors is entitled to extend the subscription period.
5. Payment for subscribed shares shall be made in cash or by way of set-off of claims. Payment shall be made on the date of completion of the acquisition of the shares in NSG, but no later than 31 July 2026. The board of directors is entitled to postpone the final date for payment.
6. The new shares shall entitle the holder to dividends from the date on which the shares have been entered in the share register maintained by Euroclear Sweden AB.
7. The board of directors, or any person appointed by the board, is authorised to make such minor adjustments to this resolution as may be required in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.

A valid resolution under this item requires the support of shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
 
Item 8 – Resolution on authorisation for the board of directors to make minor adjustments to the resolutions adopted at the meeting
The board of directors proposes that the meeting authorises the board of directors, the CEO, or any person appointed by the board of directors or the CEO, to make such minor adjustments and clarifications to the resolutions adopted at the meeting to the extent necessary for the registration of the resolutions.

OTHER INFORMATION
Shareholders’ right to request information
Shareholders have the right, pursuant to Chapter 7, Section 32 of the Swedish Companies Act (aktiebolagslagen), to request information from the board of directors and the CEO regarding circumstances that may affect the assessment of a matter on the agenda. The board of directors and the CEO shall provide such information if the board considers that it can be done without material harm to the Company.

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

Documents
Proxy forms and documents pursuant to the Swedish Companies Act will be available at the Company’s offices at Scandinavian Astor Group AB, Borgarfjordsgatan 18, 164 40 Kista, and on the Company’s website (www.astorgroup.se) no later than three weeks before the meeting. Copies of the aforementioned documents will also be sent to shareholders who request and provide their address and will also be available at the meeting.

Number of shares and votes
At the time of issuance of this notice, the total number of registered shares and votes in the Company amounts to 62,242,732.

__________________________
Stockholm in May 2026
Scandinavian Astor Group AB
The board of directors