NOTICE OF ANNUAL GENERAL MEETING IN SAVELEND GROUP AB (PUBL)
The shareholders of SaveLend Group AB (publ), reg. no. 559093-5176 (the “Company”), are hereby invited to attend the Annual General Meeting on Friday, 8 May 2026 at 09:00 CET at the Company’s premises at Kammakargatan 7, Stockholm.
Participation in the General Meeting
Shareholders wishing to participate in the General Meeting must:
- be registered in the share register maintained by Euroclear Sweden AB as of Wednesday, 29 April 2026; and
- notify the Company of their participation no later than Monday, 4 May 2026, by post to SaveLend Group AB (publ), attn: Lina Brattström, Kammakargatan 7, SE-111 40 Stockholm, Sweden (mark the envelope “Annual General Meeting”), or by email to investor@savelend.se.
The notification must include the shareholder’s name, personal or corporate identity number (or equivalent), address, daytime telephone number, shareholding, details of any assistants, and, where applicable, information regarding representatives or proxies.
Nominee-Registered Shares
In addition to giving notice of participation, shareholders whose shares are nominee-registered through a bank or other nominee must request that their shares be registered in their own name in the share register (so-called voting rights registration). Such registration must be effected so that the shareholder is entered in the share register maintained by Euroclear Sweden AB as of the record date, Wednesday, 29 April 2026. Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee makes such registration. Voting rights registrations requested by shareholders in such time that the registration has been completed by the nominee no later than Monday, 4 May 2026 will be taken into account in the preparation of the share register.
Proxy and Power of Attorney
Shareholders represented by proxy must issue a dated power of attorney (or durable power of attorney) for the proxy. A person representing a legal entity shall present a registration certificate (or equivalent authorization document) showing that the signatories of the power of attorney are authorized signatories of the shareholder. The original power of attorney (together with any authorization documents) should be sent to the Company at the above address well in advance of the Annual General Meeting. The power of attorney may not be issued more than five years prior to the meeting. A durable power of attorney does not need to be submitted in original but may be presented at the meeting. The Company provides proxy forms upon request, and these are also available on the Company’s website, www.savelendgroup.se.
Proposed Agenda
The Board of Directors proposes the following agenda:
- Opening of the meeting and election of Chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and auditor’s report, as well as the consolidated financial statements and auditor’s report for the group
- Resolutions regarding:
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b) allocation of the Company’s results in accordance with the adopted balance sheet
c) discharge from liability of the members of the Board of Directors and the Chief Executive Officer - Determination of the number of Board members and deputy members
- Determination of remuneration for the Board and auditor
- Election of Board members and auditor
- Determination of instructions for the Nomination Committee
- Resolution on authorization for the Board to resolve on new issues of shares, warrants and/or convertibles
- Resolution on:
a) implementation of a long-term incentive program based on C shares
b) amendment of the Articles of Association
c) new issue of C shares - Closing of the meeting
Proposed Resolutions
Item 1 – Election of Chairman of the Meeting
The Nomination Committee for the Annual General Meeting 2026 consists of Jacob Gevcen (appointed by Gevcen Invest AB and privately), Chairman of the Board Håkan Nyberg, Andrea Pettersson (appointed by Giwdul Invest AB and privately), Adrian Aune (appointed by Markus Alvila), and Jonas Ahlberg (appointed by InWilbur AB). Jacob Gevcen has been appointed Chairman of the Nomination Committee.
The Nomination Committee proposes that Chairman of the Board Håkan Nyberg be elected Chairman of the meeting. Håkan Nyberg did not participate in this decision.
Item 7 b) – Allocation of the Company’s result in accordance with the adopted balance sheet
The Board of Directors proposes that the Company’s retained earnings be carried forward and that no dividend be paid for the financial year 2025.
Item 8–10 – Determination of the number of members of the Board of Directors and deputy members, determination of fees for the Board of Directors and the auditor, and election of the Board of Directors and auditor
The Nomination Committee proposes that the Board of Directors shall consist of five ordinary members, without deputies.
The Nomination Committee proposes that board remuneration be paid in the amount of SEK 250,000 to the Chair and SEK 125,000 to each of the other Board members. It is further proposed that committee fees be paid in the amount of SEK 125,000 to the Chair and SEK 80,000 to each of the other committee members (currently the Audit and Compliance Committee and the Credit Committee). No remuneration shall be paid to Board members who are employed by the Company.
The Nomination Committee proposes that the auditor’s fee shall be paid in accordance with approved invoices.
The Nomination Committee proposes that the General Meeting resolves to re-elect the Board members Håkan Nyberg, Sara Asgari, Rickard Blomberg, Kaj Rönnlund and Jan Sjödin as members of the Board of Directors for the period until the end of the next Annual General Meeting. Furthermore, it is proposed to re-elect Håkan Nyberg as Chairman of the Board.
The Nomination Committee further proposes the re-election of Öhrlings PricewaterhouseCoopers AB as audit firm, with Victor Lindhall as auditor in charge until the end of the Annual General Meeting 2027.
Item 11 – Determination of instructions for the Nomination Committee
The Nomination Committee proposes that the General Meeting resolves to adopt the following principles for the appointment of and instructions for the Nomination Committee (applicable until the General Meeting resolves otherwise).
The Annual General Meeting of SaveLend Group AB resolves to establish a Nomination Committee with the task of submitting proposals for the Chairman of the General Meeting and, prior to a General Meeting at which election of Board members, Chairman of the Board and auditor is to take place and decisions are to be made regarding remuneration to Board members and the auditor, to submit proposals to the General Meeting regarding such decisions. The proposal for decision shall also include proposals regarding the number of Board members, number of auditors, committee remuneration and any proposals for amendments to these instructions for the Nomination Committee.
The Nomination Committee in SaveLend Group AB shall consist of the Chairman of the Board and four additional members. The four largest shareholders or groups of shareholders in terms of voting rights (including both directly registered shareholders and nominee-registered shareholders) in the Company shall have the right to appoint one member each. The Nomination Committee shall be constituted based on known shareholdings according to the share register maintained by Euroclear Sweden AB as of the last banking day in September prior to the Annual General Meeting. The Chairman of the Board shall convene the first meeting of the Nomination Committee.
The Chairman of the Nomination Committee shall be the member representing the largest shareholder in terms of voting rights, or the person otherwise appointed by the Nomination Committee. The Chairman of the Board or any other Board member shall not be Chairman of the Nomination Committee.
If any of the largest shareholders in terms of voting rights waives its right to appoint a member of the Nomination Committee, such right shall pass to the fifth largest shareholder in terms of voting rights and so on until the Nomination Committee consists of four members appointed by shareholders. If a member leaves the Nomination Committee before its work is completed, the shareholder who appointed the member shall have the right to appoint a new member.
If a shareholder who has appointed a member to the Nomination Committee is no longer among the four largest shareholders, the member appointed by such shareholder shall make his or her place available if requested by the shareholder who has entered among the four largest shareholders. Such shareholder shall notify the Chairman of the Nomination Committee of its wish to appoint a member and state the name of the representative within five (5) business days from becoming one of the four largest shareholders. Otherwise, the new shareholder shall be deemed to accept the existing composition of the Nomination Committee. Members shall not be replaced if the changes in voting power are only marginal or if the majority of the Nomination Committee’s work has, in the opinion of the Chairman of the Nomination Committee, already been completed prior to the Annual General Meeting.
The Chief Executive Officer shall not be a member of the Nomination Committee.
At least three members shall be present for the Nomination Committee to constitute a quorum. Decisions shall be made by simple majority and, in the event of a tie, the Chairman shall have the casting vote.
No remuneration shall be paid by the Company to the members of the Nomination Committee. Reasonable expenses incurred in connection with the Nomination Committee’s work shall be reimbursed by the Company.
The names of the members of the Nomination Committee, together with information on which shareholders they represent and how the Nomination Committee may be contacted, shall be published on the Company’s website no later than six months prior to the Annual General Meeting or, if a change occurs thereafter, as soon as such change has taken place.
The mandate of the Nomination Committee shall apply until a new Nomination Committee has been appointed and published, unless the General Meeting resolves otherwise.
Item 12 – Resolution on authorisation for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, within the limits of the Articles of Association applicable at the time when the Board of Directors first exercises the authorisation, on one or more occasions during the period up to the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, to resolve on the issue of shares, warrants and/or convertibles entailing the issuance of, or conversion into, such number of new shares corresponding to not more than 20 per cent of the total share capital in the Company at the time of the first issue resolution under this authorisation.
Deviation from the shareholders’ preferential rights shall be possible for the purpose of strengthening the Company’s capital base, broadening the ownership of the Company or otherwise strengthening the Company’s financial position. Issues pursuant to this authorisation shall be made on market terms.
The Board of Directors, or any person appointed by the Board of Directors, shall be authorised to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
A valid resolution pursuant to the above requires support from shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 13 – Resolution on (A) implementation of a long-term incentive programme based on C shares, (B) amendment of the Articles of Association, and (C) new issue of C shares
The Board of Directors of SaveLend Group AB (“SaveLend Group”) proposes that the Annual General Meeting resolves to implement a long-term incentive programme based on C shares for employees within the SaveLend Group (“LTIP 2026”), to amend the Articles of Association, and to issue new C shares.
(A) IMPLEMENTATION OF A LONG-TERM INCENTIVE PROGRAMME BASED ON C SHARES
1 LTIP 2026
1.1 The Board of Directors of SaveLend Group proposes that the Annual General Meeting resolves to implement LTIP 2026. The purpose of LTIP 2026, and the reasons for deviating from the shareholders’ preferential rights, are to strengthen the link between the employees’ work and the value created for shareholders. Accordingly, an increased alignment of interests is expected between the participants and the shareholders of SaveLend Group.
1.2 LTIP 2026 differs from SaveLend Group’s previous warrant programmes in that it is based on C shares instead of warrants. The Board of Directors considers that the advantages of C shares compared to warrants include, among other things, that the financing need for the holder in the event of a positive outcome of the programme is reduced.
1.3 LTIP 2026 is proposed to comprise not more than 3,015,053 newly issued convertible and redeemable C shares and shall be directed to not more than 50 employees within the SaveLend Group who, at the time of the application period for the programme, have not resigned, been given notice of termination or whose employment has otherwise been terminated.
1.4 Participants shall invest in C shares in connection with SaveLend’s directed issue of C shares at market value (see item (C) below) during the period from 25 May to 5 June 2026, however with the right for the Board of Directors to extend (or postpone) the investment period. Allocation of C shares may only be made to participants who have entered into an LTIP agreement with the Company. Through the LTIP agreement, the participant undertakes, inter alia, (i) not to transfer or otherwise dispose of the C shares from the date of allocation up to and including the date when the Board of Directors resolves on conversion or redemption in accordance with item 2, which is estimated to take place within two weeks after the Closing Price (as defined below) has been determined (the “Vesting Period”); (ii) to submit an irrevocable request for redemption of all its C shares in the event that the employment within the group ceases during the Vesting Period under such specific circumstances as further set out in the LTIP agreement; and (iii) in connection with conversion or redemption in accordance with item 2, to surrender a number of C shares corresponding to the number that have vested according to the Vesting Factor (as defined below), whereby the remaining C shares shall be subject to redemption without consideration. The “Vesting Factor” means a number calculated according to the formula M / 30, where M is the number of full calendar months during which the participant has been continuously active in the Company during the Vesting Period. The Vesting Factor can never exceed 1.0. The Vesting Factor determines the proportion of the participant’s C shares that have vested at the time of conversion or redemption, whereby the portion that has not vested shall be subject to redemption without consideration.
2 CONDITIONS FOR THE C SHARES
2.1 The C shares shall entitle the holder to a certain number of ordinary shares in SaveLend Group (see item 2.2 below), provided that the closing price for SaveLend Group’s ordinary share on Nasdaq First North Stockholm on the trading day following the publication of the Company’s year-end report for the financial year 2028 (the “Closing Price”) amounts to at least 150 per cent of the closing price on 22 May 2026 (the “Start Price”). However, when applying the formula below, the Closing Price shall never be deemed to exceed 300 per cent of the Start Price (the “Value Cap”).
2.2 If the condition in item 2.1 is fulfilled, the Board of Directors shall resolve to convert a number of C shares into ordinary shares in accordance with the formula below. Conversion of C shares into ordinary shares shall be made on a 1:1 basis, i.e. one (1) C share shall be converted into one (1) ordinary share. Conversion shall be made pro rata in relation to each C shareholder’s holding of C shares at the time of the resolution on conversion.
Number of C shares to be converted = (Closing price × Threshold factor × Conversion factor¹ × Total number of Class C shares) / Closing price
¹ The conversion factor at the issuance of the Class C shares is defined as one (1.0).
The factors in the formula are defined as follows:
- Threshold Factor: If the Closing Price amounts to 150 per cent or more but less than 225 per cent of the Start Price, the factor shall be 0.25. If the Closing Price amounts to 225 per cent or more of the Start Price (but not exceeding the Value Cap), the factor shall be 1.0.
- Adjustment Factor: The Value Cap, the Threshold Factor and the Adjustment Factor shall be subject to recalculation as a result of share splits or reverse splits, bonus issues, rights issues, dividends, reductions of the share capital with repayment to shareholders, partial demergers, share buybacks by way of offers to all shareholders or similar corporate actions occurring prior to conversion, if such recalculation is reasonable and appropriate in order to place the shareholder in the same economic position as prior to such event. Such recalculation shall be made by the Board of Directors and confirmed by an independent valuation institute.
- Total number of C shares: The total number of outstanding C shares at the time of conversion.
2.3 Only a whole number of C shares may be converted, whereby rounding shall be made downwards to the nearest whole C share. The maximum number of C shares that may be converted is the total number of outstanding C shares at the time of the resolution on conversion.
2.4 For the C shares that are not converted into ordinary shares, the Board of Directors shall resolve on redemption without consideration in accordance with the principles set out in the Board of Directors’ proposal for new Articles of Association in item 13 (B) below. Redemption without consideration shall also take place for all C shares if the condition in item 2.1 is not fulfilled. Redemption without consideration shall further take place for the portion of the participant’s C shares that have not vested in accordance with the Vesting Factor as set out in item 1.4 above.
3 DILUTION AND COSTS
3.1 LTIP 2026 comprises not more than 3,015,053 newly issued C shares, meaning that the increase of SaveLend Group’s share capital upon full participation will amount to not more than SEK 68,523.88. This corresponds to a maximum dilution of approximately 5.0 per cent of the total number of shares and 0.5 per cent of the total number of votes in SaveLend Group.
3.2 If the conditions in item 2 are fulfilled, a maximum of 3,015,053 C shares may be converted into ordinary shares. Such conversion entails no change in dilution with respect to the number of shares, which remains at 5.0 per cent of the total number of shares in SaveLend Group, but entails that the dilution of the total number of votes in SaveLend Group increases to approximately 5.0 per cent, subject to any recalculation in accordance with the complete terms for the C shares in the event of certain corporate actions.
3.3 SaveLend Group’s costs for LTIP 2026 are, apart from costs for preparing and administering the incentive programme, limited to accounting-related personnel expenses which are not material in this context.
4 PREPARATION OF THE PROPOSAL
LTIP 2026 has been prepared by SaveLend Group’s Board of Directors and has been addressed at Board meetings during the spring of 2026. The proposal has been prepared with the support of external advisors and following consultations with shareholders. None of the participants has had a material influence on the final design of the programme.
5 OTHER SHARE-RELATED INCENTIVE PROGRAMMES
SaveLend Group currently has no outstanding share-related incentive programmes.
(B) AMENDMENT OF THE ARTICLES OF ASSOCIATION
In order to implement LTIP 2026 and enable the new issue of C shares in accordance with the proposals in items 13 (A) and (C), the Board of Directors proposes that the Articles of Association be amended through the introduction of a new class of convertible and redeemable C shares that do not carry any right to dividends. The Board of Directors’ complete proposal for new Articles of Association is set out in Appendix 1 on pages 10–13 of this notice.
(C) NEW ISSUE OF C SHARES
The Board of Directors proposes that the Annual General Meeting resolves on a directed new issue of not more than 3,015,053 C shares, entailing an increase of the share capital of not more than SEK 68,523.88. The following terms and conditions shall apply.
a) The right to subscribe for C shares shall, with deviation from the shareholders’ preferential rights, vest in employees within the SaveLend Group in accordance with the following.
| Category | Participants | Maximum number of Class C shares per person | Maximum number of Class C shares per category |
| CEO and Group Management | Maximum of 7 persons | 814,064 | 1,809,032 |
| Key employees | Maximum of 10 persons | 301,505 | 904,516 |
| Other employees | Maximum of 33 persons | 100,502 | 30, 505 |
| Total | Maximum of 50 persons | Up to 3,015,053 |
A participant may not subscribe for more C shares than the maximum number per person for the relevant category, and the maximum number of C shares per category may not be exceeded. If subscriptions within a category exceed the maximum number of C shares for that category, the maximum number of C shares within the category shall be allocated pro rata among the subscribers. The Board of Directors shall decide on allocation. The reason for the deviation from the shareholders’ preferential rights is the implementation of LTIP 2026.
b) The subscription price for each C share shall be determined as an amount corresponding to eighteen (18) per cent of the volume-weighted average price of the Company’s ordinary share on Nasdaq First North during a measurement period of nine (9) trading days, commencing on the first trading day after the Annual General Meeting on 8 May 2026 up to and including 22 May 2026 (the “Calculation Period”). The calculation model, based on the volume-weighted average price (VWAP) during the Calculation Period, is intended to establish a current and representative market value for the ordinary share as a basis for pricing the C share. The volume-weighted average price is calculated by adding the total value of all paid transactions in the ordinary share during the Calculation Period and dividing this amount by the total number of traded ordinary shares. When determining the final subscription price for the C share, the amount shall be stated in Swedish kronor and rounded to the nearest whole öre. The calculation of the subscription price for the C share, corresponding to eighteen (18) per cent of the ordinary share, has been determined based on established financial valuation principles, taking into account variables such as the risk-free interest rate, estimated future volatility, time to potential conversion of the C shares into ordinary shares, expected dividends and illiquidity in the C shares. The subscription price for each C share shall at all times correspond to at least the quota value of the shares at the time of the issue resolution.
c) The share premium shall be transferred to the unrestricted share premium reserve.
d) Subscription for the newly issued shares shall take place during the period from 25 May to 5 June 2026. Payment for the subscribed shares shall be made within two (2) weeks from subscription. The Board of Directors shall have the right to extend the subscription period and the time for payment.
e) The resolution is conditional upon amendment of the Articles of Association in accordance with item 13 (B).
f) Allocation may only be made to participants who have entered into LTIP 2026 agreements with SaveLend Group.
g) Conversion provisions and redemption provisions shall apply to the new C shares.
h) The issued C shares shall, in accordance with the Articles of Association, not entitle the holder to dividends.
i) The Chief Executive Officer, or any person appointed by the Chief Executive Officer, shall be authorised to make such minor adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office.
MAJORITY REQUIREMENTS ETC.
The proposals under items 13 (A) through (C) constitute a joint proposal and shall be adopted as one resolution and require approval by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.
Information at the Annual General Meeting
The Board of Directors and the Chief Executive Officer 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 regarding circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the financial situation of the Company or its subsidiaries, or the Company’s relationship with another group company. Anyone wishing to submit questions in advance may do so to: SaveLend Group AB (publ), attn: Lina Brattström, Kammakargatan 7, SE-111 40 Stockholm, Sweden or by e-mail to: investor@savelend.se.
Other information
The annual report, auditor’s report, proxy forms and complete proposals for resolutions, as well as other documents to be considered at the Annual General Meeting will be available (in Swedish) at the Company’s offices at the above address no later than three weeks prior to the meeting. The above-mentioned documents will also be available on the Company’s website, www.savelendgroup.se, from the same date. Copies of the documents will be sent free of charge to shareholders who so request and provide their postal address. The documents will also be available at the Annual General Meeting.
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear’s website:
http://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
__________
Stockholm, April 2026
SaveLend Group AB (publ)
The Board of Directors
Appendix 1 – Proposed new Articles of Association for SaveLend Group AB (publ)
§ 1 Company name
The company name is SaveLend Group AB. The company is a public company (publ).
§ 2 Registered office
The Board of Directors shall have its registered office in the municipality of Stockholm.
§ 3 Objects of the company
The object of the company’s business is to own and manage shares and participations in subsidiaries and associated companies and to conduct activities compatible therewith.
§ 4 Share capital
The share capital shall be not less than SEK 850,000 and not more than SEK 3,400,000.
§ 5 Number of shares and classes of shares
5.1 Number of shares
The number of shares shall be not less than 37,400,000 and not more than 149,600,000.
5.2 Classes of shares
Shares may be issued as ordinary shares and a class of convertible and redeemable shares designated C shares. Ordinary shares may be issued up to an amount corresponding to the entire share capital and C shares may be issued up to a maximum of 3,015,053 shares.
5.3 Voting rights
Ordinary shares shall carry one (1) vote and C shares shall carry one tenth (0.1) of a vote.
5.4 Dividend
Ordinary shares shall entitle the holder to dividends. C shares shall not entitle the holder to dividends.
5.5 Distribution of assets upon liquidation
Upon liquidation of the company, C shares shall entitle the holder to an equal share of the company’s assets as other shares, however not exceeding an amount corresponding to the quota value of the share.
5.6 Conversion of C shares
C shares may be converted into ordinary shares upon resolution by the Board of Directors.
A condition for conversion is that the closing price of the company’s ordinary share on Nasdaq First North Stockholm on the trading day following the publication of the company’s year-end report for the financial year 2028 (the “Closing Price”) amounts to at least 150 per cent of the closing price on 22 May 2026 (the “Start Price”). However, when applying the formula below, the Closing Price shall never be deemed to exceed 300 per cent of the Start Price (the “Value Cap”).
If the condition is fulfilled, the Board of Directors shall resolve to convert a number of C shares into ordinary shares in accordance with the formula below. Conversion of C shares into ordinary shares shall be made on a 1:1 basis, i.e. one (1) C share shall be converted into one (1) ordinary share. Conversion shall be made pro rata in relation to each C shareholder’s holding of C shares at the time of the resolution on conversion.
Number of C shares to be converted = (Closing price × Threshold factor × Conversion factor² × Total number of Class C shares) / Closing price
² The conversion factor at the issuance of the Class C shares is defined as one (1.0).
The factors are defined as follows:
- Threshold factor: If the Closing Price amounts to 150 per cent or more but less than 225 per cent of the Start Price, the factor shall be 0.25. If the Closing Price amounts to 225 per cent or more of the Start Price (but not exceeding the Value Cap), the factor shall be 1.0.
- Adjustment factor: The Value Cap, the Threshold Factor and the Adjustment Factor shall be subject to recalculation as a result of share splits or reverse splits, bonus issues, rights issues, dividends, reductions of the share capital with repayment to shareholders, partial demergers, share buybacks by way of offers to all shareholders or similar corporate actions occurring prior to conversion, if such recalculation is reasonable and appropriate in order to place the shareholder in the same economic position as prior to such event. Such recalculation shall be made by the Board of Directors and confirmed by an independent valuation institute.
- Total number of C shares: The total number of outstanding C shares at the time of conversion.
Only a whole number of C shares may be converted, whereby rounding shall be made downwards to the nearest whole C share. The maximum number of C shares that may be converted is the total number of outstanding C shares at the time of the resolution on conversion.
Immediately after a resolution to convert C shares has been made, the Board of Directors shall notify the conversion to the Swedish Companies Registration Office for registration. The conversion is effected when registration has taken place and the conversion has been recorded in the central securities register.
5.7 Redemption of C shares
A reduction of the share capital, but not below the minimum share capital, may be effected upon resolution by the Board of Directors through redemption of C shares. Such resolution by the Board of Directors may relate to a certain number or all outstanding C shares. Redemption shall be made pro rata in relation to each C shareholder’s holding of C shares at the time of the resolution on redemption. A reduction of the share capital, but not below the minimum share capital, may also be effected upon request by a C shareholder to the Board of Directors through redemption of the shareholder’s C shares. Such resolution by the Board of Directors on redemption of C shares shall be made no later than within one month after the request from the C shareholder.
Immediately after a resolution on redemption of C shares has been made, the Board of Directors shall notify the redemption for registration with the Swedish Companies Registration Office. Redemption is effected when registration has taken place and the redemption has been recorded in the central securities register. When a resolution on redemption of C shares is made, an amount corresponding to the reduction amount shall be transferred to the statutory reserve if sufficient funds are available. No consideration shall be paid upon redemption of C shares. The reduction amount shall be transferred to unrestricted equity.
5.8 Shareholders’ preferential rights
If the company resolves to issue new ordinary shares and C shares, or only new ordinary shares, or only new C shares, against consideration other than contribution in kind, holders of ordinary shares and C shares respectively shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares previously held (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription made with subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the number of shares previously held and, to the extent this cannot be done, by drawing of lots.
If the company resolves to issue warrants or convertibles against consideration other than contribution in kind, the shareholders shall have preferential rights to subscribe for warrants as if the issue concerned the shares that may be subscribed for pursuant to the warrants and preferential rights to subscribe for convertibles as if the issue concerned the shares that the convertibles may be converted into.
What has been stated above shall not entail any restriction on the possibility to resolve on a cash issue or set-off issue with deviation from shareholders’ preferential rights.
In the event of an increase of the share capital by means of a bonus issue with the issuance of new shares, new shares shall be issued in each class of shares in proportion to the number of shares of that class previously issued. In such case, existing shares of a certain class shall entitle the holder to new shares of the same class. C shares shall not entitle the holder to participate in a bonus issue. What has now been stated shall not entail any restriction on the possibility to, following necessary amendments to the Articles of Association, issue shares of a new class through a bonus issue.
§ 6 Board of Directors
The Board of Directors shall consist of not less than three (3) and not more than ten (10) members with not less than zero (0) and not more than ten (10) deputy members. The members of the Board of Directors and deputy members shall be elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.
§ 7 Auditors
For the audit of the company’s annual report and accounts and the administration of the Board of Directors and the Chief Executive Officer, one (1) or two (2) auditors, with or without one (1) deputy auditor, shall be appointed.
§ 8 Notice
Notice of a General Meeting shall be given by announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. Information that notice has been given shall be announced in Svenska Dagbladet.
§ 9 Collection of proxies and postal voting
The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551). The Board of Directors may, prior to a General Meeting, resolve that shareholders shall be able to exercise their voting rights by post prior to the General Meeting in accordance with Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).
§ 10 Matters at the Annual General Meeting
The following matters shall be addressed at the Annual General Meeting:
a) Election of Chairman of the meeting.
b) Preparation and approval of the voting list.
c) Election of one or two persons to verify the minutes.
d) Determination of whether the meeting has been duly convened.
e) Approval of the agenda.
f) Presentation of the annual report and the auditor’s report.
g) Resolution on:
(i) Adoption of the income statement and balance sheet.
(ii) Allocation of the company’s profit or loss in accordance with the adopted balance sheet.
(iii) Discharge from liability of the members of the Board of Directors and the Chief Executive Officer, where applicable.
h) Determination of fees to the Board of Directors and, where applicable, the auditor.
i) Election of the Board of Directors and auditor.
j) Any other matter to be addressed at the meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.
§ 11 Financial year
The company’s financial year shall be 1 January – 31 December.
§ 12 Record date provision
The shareholder or nominee who, on the record date, is entered in the share register and recorded in a central securities register in accordance with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), or who is recorded in a securities account pursuant to Chapter 4, Section 18, first paragraph, item 6 of the same Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).
____________________
For further information:
Peter Balod, CEO of SaveLend Group AB
Phone: +4670 412 49 93
Email: investor@savelend.se
www.savelendgroup.se
Certified Adviser
Corpura Fondkommission AB
Phone: +4673 501 58 58
Email: ca@corpura.se
www.corpura.se
About SaveLend Group:
SaveLend Group AB (559093-5176) is a fintech company with approximately 40 employees and operations in Sweden and Finland. The Company’s savings platform, SaveLend, provides savers with the opportunity to earn stable returns by investing in credit assets denominated in SEK and EUR, such as business, real estate, and consumer loans, as well as factoring.
Bifogade filer