Notice of Annual General Meeting in Vuxen Group AB
The shareholders of Vuxen Group AB, reg. no. 556687-2577 (the “Company”), are hereby invited to attend the Annual General Meeting to be held on 23 October 2026 at 9:30 a.m. at the Company’s premises at Kungsgatan 1A, SE-352 30 Växjö, Sweden. Registration will commence at 9:00 a.m.
Right to participate and notification of attendance
Shareholders who wish to participate in the Annual General Meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on 15 October 2026; and
- notify the Company of their intention to participate no later than 19 October 2026.
Notification of attendance shall be made by email to michael@vuxengroup.com. Notification may also be submitted in writing to Vuxen Group AB, Attn: Michael Ahlén, Kungsgatan 1A, SE-352 30 Växjö, Sweden (mark the envelope “Annual General Meeting 2026”).
The notification should state the shareholder’s full name, personal identity number or corporate registration number, shareholding, address, telephone number and email address, as well as, where applicable, details of any representative, proxy or accompanying assistants (maximum two). Where applicable, powers of attorney, certificates of registration and other authorisation documents should be enclosed with the notification.
Proxies and powers of attorney
If a shareholder is represented by proxy, the proxy must bring to the meeting the original written, dated power of attorney signed by the shareholder. The power of attorney may not be more than one year old unless a longer period of validity, not exceeding five years, is specified in the power of attorney.
If the power of attorney has been issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorisation document for the legal entity. To facilitate registration at the meeting, a copy of the power of attorney and other authorisation documents should be enclosed with the notification of attendance.
A proxy form is available on the Company’s website, www.vuxengroup.com. The proxy form may also be requested by email using the contact details above.
Nominee-registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee through a bank or other nominee must, in addition to notifying the Company of their attendance, register the shares in their own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 15 October 2026.
Such registration may be temporary (so-called voting rights registration) and should be requested from the nominee in accordance with the nominee’s procedures and within the time specified by the nominee. Voting rights registrations completed no later than 19 October 2026 will be taken into account when preparing the share register.
Proposed agenda
- Opening of the meeting.
- Election of the chair of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the Annual General 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.
- Resolutions regarding:
- adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet;
- allocation of the Company’s profit in accordance with the adopted balance sheet; and
- discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
- Determination of the number of members of the Board of Directors and auditors.
- Determination of fees to the Board of Directors and auditor.
- Election of members of the Board of Directors and auditor.
- Resolution on authorisation for the Board of Directors to resolve on issues of shares, warrants and/or convertible instruments.
- Closing of the meeting.
Proposed resolutions
Item 2 – Election of the chair of the meeting
The Board of Directors proposes that Niklas Wolfhagen be elected chair of the meeting.
Item 8(b) – Allocation of the Company’s profit in accordance with the adopted balance sheet
The Board of Directors proposes, in accordance with the proposal for allocation of profit included in the Annual Report, a dividend of SEK 0.60 per share as an ordinary dividend and SEK 0.40 per share as an extra dividend, corresponding to a total dividend of SEK 11,200,000 for the financial year 2025/2026.
The proposed record date for the dividend is 27 October 2026. If the Annual General Meeting resolves in accordance with the proposal, payment of the dividend through Euroclear Sweden AB is expected to commence on 30 October 2026.
Item 9 – Number of members and deputy members of the Board of Directors and number of auditors and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of five (5) members without deputy members and that one authorised public accounting firm, without a deputy auditor, be appointed as the Company’s auditor.
Item 10 – Fees to the Board of Directors and auditor
The Nomination Committee proposes that fees to non-employed members of the Board of Directors elected by the general meeting shall amount to two (2) Swedish Price Base Amounts for the Chair of the Board and one (1) Swedish Price Base Amount for each of the other ordinary members of the Board.
The Nomination Committee further proposes that fees to the auditor shall be paid in accordance with approved invoices and customary charging principles.
Item 11 – Election of members and Chair of the Board of Directors and auditor
The Nomination Committee proposes the re-election of Niklas Wolfhagen, Michael Ahlén, Martin Zellman, Catharina Ahlén and Olle Olsson as ordinary members of the Board of Directors for the period until the close of the next Annual General Meeting.
The Nomination Committee also proposes the re-election of Niklas Wolfhagen as Chair of the Board of Directors.
The Nomination Committee further proposes the re-election of the authorised public accounting firm Adact Revisorer & Konsulter AB, which has stated that, if re-elected, Mikael Sigvardsson will be appointed auditor in charge.
Item 12 – Authorisation for the Board of Directors to resolve on issues of shares, warrants and/or convertible instruments
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, to resolve to increase the Company’s share capital.
The increase in share capital may be effected through the issue of shares and/or convertible instruments and/or warrants entitling the holders to conversion into or subscription for shares, respectively.
Resolutions adopted pursuant to the authorisation may increase the Company’s share capital by an aggregate maximum amount of SEK 100,000 through the issue of a maximum of 2,000,000 new shares upon full subscription, full exercise of warrants and/or full conversion.
The authorisation shall also include the right to resolve on issues of shares, warrants or convertible instruments against contribution in kind, by way of set-off, or otherwise subject to conditions referred to in Chapter 13, Section 7, Chapter 14, Section 9 or Chapter 15, Section 9 of the Swedish Companies Act.
The Board of Directors, or the person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
The reason for permitting the Board of Directors to resolve on issues deviating from the shareholders’ preferential rights, or otherwise subject to the conditions set out above, is to enable directed issues in connection with acquisitions of all or parts of other companies or businesses, alternatively to raise capital to finance such acquisitions, or to enable the Company to execute its strategy and achieve its growth objectives.
The issue price shall be based on the market value of the Company’s shares, with or without a market-based discount. The authorisation entails a maximum potential dilution of approximately 15.2 per cent of the total number of shares and votes in the Company, calculated following the increase.
Majority requirement
A valid resolution under item 12 requires the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Documents available
The complete proposals for resolutions are included in this notice.
The Annual Report, the Auditor’s Report and other documents required to be made available pursuant to the Swedish Companies Act will be available at the Company’s premises at Kungsgatan 1A, SE-352 30 Växjö, Sweden, and on the Company’s website, www.vuxengroup.com, no later than three weeks prior to the meeting.
The documents will also be sent to shareholders who so request and provide their postal address. The documents will also be available at the meeting.
Shareholders’ right to request information at the Annual General Meeting
Shareholders are informed of their right 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 or the assessment of the Company’s financial position.
At the request of a shareholder, and provided that the Board of Directors considers that the information can be provided without material harm to the Company, the Board of Directors and the Chief Executive Officer shall provide information at the meeting regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial position of the Company or its subsidiaries, and the Company’s relationship with another group company.
Processing of personal data
For information on how your personal data is processed in connection with the Annual General Meeting, please refer to:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Växjö, September 2026
Vuxen Group AB
The Board of Directors
About Vuxen Group
Vuxen Group is a leading e-commerce group with a clear focus on sexual health and well-being. Through the Vuxen, WooMe and Blushme brands, we offer a broad range of carefully selected products combining quality, curiosity and pleasure. Our ambition is to make sexual health a natural and enriching part of life – for everyone.
For more information, please visit www.vuxengroup.com.
Vuxen Group’s shares are listed on Nasdaq First North Growth Market under the ticker VUXEN.
The Company’s Certified Adviser is Eminova Fondkommission AB | +46 (0)8 684 211 10 | adviser@eminova.se