NOTICE TO EXTRAORDINARY GENERAL MEETING
The shareholders of B Treasury Capital AB, reg. no 559526-3566, (the “Company”) are hereby invited to attend the extraordinary general meeting on Tuesday 21 October 2025 at 14.00 CEST. The meeting will be held digitally.
Shareholders may choose to exercise their voting rights at the digital general meeting by attending in person, through a proxy or by postal voting.
RIGHT TO ATTEND AND NOTICE
Shareholders wishing to attend the digital general meeting shall be registered as a shareholder in the share register maintained by Euroclear Sweden AB as per 13 October 2025 and shall give notice of their attendance to participate at the general meeting no later than 15 October 2025 in accordance with the instructions set out in the section “Online participation and voting and the general meeting” or “Voting by post in advance of the general meeting”.
IMPORTANT INFORMATION
Please note that despite thorough preparations, it cannot be ruled out that online participation or voting at the digital general meeting does not work as intended due to technical complications attributable to the shareholders. If this occurs, the general meeting will still be held, and there is therefore a risk that shareholders will not be able to vote online. Shareholders who want to be certain of being able to exercise their voting rights should vote by post in advance of the general meeting.
VOTING AND PARTICIPATION AT THE GENERAL MEETING ONLINE
Notice
Shareholders who wish to exercise their voting rights at the general meeting by participating in person or by proxy shall give notice of attendance to the Company no later than 15 October 2025 per email to hello@btc.se.
In the notice of attendance, please state name or company name, personal identification number or corporate registration number, address and telephone number as well as any assistants (not more than two).
Participation and voting online takes place via Microsoft Teams. To participate and vote online, a stable network connection must be maintained throughout the general meeting. Online participation is possible via a computer, a smartphone or a tablet, provided the device is equipped with an up-to-date operating system.
Those who give notice of attendance at the general meeting will be provided with login instructions sent to the email address used to give notice to the general meeting. On the day of the general meeting, the digital platform will open for login from 13.30 (CEST), and participants must log in no later than 14.00 (CEST) to attend.
Proxy
Shareholders may also participate in the general meeting through a proxy who holds a written, signed and dated power of attorney. In order for the proxy to receive login details for the digital meeting platform, the proxy’s name, personal identity number or organisation number and address must be stated in the notification of participation. Proxy forms are available on the Company’s website, www.btc.se. Any authorisation documents must be attached to the notice of participation. Please note that a notice of participation must be submitted even if a shareholder wishes to exercise their rights at the meeting through a proxy. A submitted proxy form does not count as a notice of participation.
VOTING BY POST IN ADVANCE OF THE GENERAL MEETING
Shareholders who wish to exercise their voting rights by postal voting prior to the general meeting shall use the postal voting form and follow the instructions available on the Company’s website, www.btc.se. Postal votes shall be sent to the Company by email to hello@btc.se and must be received by the Company no later than 15 October 2025.
If shareholders vote by post through a proxy, a power of attorney and other authorisation documents must be enclosed with the postal voting form, see under “Voting and participation at the general meeting online – Proxy”. A proxy form is available on the Company’s website, www.btc.se.
Shareholders who wish to exercise their voting rights by postal voting may still choose to participate in the general meeting online. To obtain login details, shareholders who vote by post must indicate this on the postal voting form.
NOMINEE-REGISTERED SHARES
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must, in addition to give notice of participation, re-register such shares in their own name so that the shareholder is recorded in the share register as of 13 October 2025. Such registration may be temporary (so called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures in such time in advance as decided by the nominee. The preparation of the share register as of the record date on 13 October 2025 will consider voting rights registrations made no later than 15 October 2025.
PROPOSED AGENDA
Election of chairman of the general meeting – Item 2
The board proposes that Topias Riuttamäki is appointed chairman of the extraordinary general meeting.
Resolution to amend the articles of association – Item 7
The board proposes that the general meeting resolves to adopt new articles of association with amendments to 5 § as set out below. The amendments relate to the introduction of a new class of shares, class A preference shares.
Resolution on authorisation for the board to resolve to issue new class A preference shares – Item 8
Provided that the general meeting resolves to approve item 7 on the agenda, the board proposes that the general meeting resolves to authorise the board to, at one or several occasions for the period until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve to issue new class A preference shares against payment in cash. An issue made with deviation from the shareholders’ preferential rights shall be made at a market-based subscription price. The total number of class A preference shares that may be issued under the authorisation shall be within the limits of the articles of association.
The purpose of the authorisation, and the reasons for any deviation from the shareholders’ preferential rights, is to enable the board to raise capital in a time and cost efficient manner through preference share issues in order to be able to act on market opportunities, which is considered particularly advantageous for the Company given its business model, and to maintain a balanced and flexible capital structure.
SPECIAL MAJORITY REQUIREMENTS
For valid resolutions under items 7 and 8, the proposals must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
NUMBER OF SHARES AND VOTES
As of the date of the issuance of this notice, the total number of shares in the Company amounts to 1,000,766,327 shares divided into 499,999,900 ordinary shares of class A with ten (10) votes per share, 766,527 ordinary shares of class B with one (1) vote per share and 499,999,900 class C shares with one (1) vote per share. The total number of votes amounts to 5,500,765,427.
RIGHT TO INFORMATION
The board of directors and the CEO shall, if any shareholder so requests and the board believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
AUTHORISATION
The CEO, or any person appointed by the CEO, shall be authorised to make such minor adjustments to the resolutions adopted by the general meeting that may be necessary upon registration of with the Swedish Companies Registration Office or due to any other formal requirement.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
It will not be possible for the Company to verify whether any external persons are following the general meeting online. Consequently, the board of directors has decided to allow persons who are not shareholders to follow the general meeting online.
Stockholm in September 2025
B Treasury Capital AB
The board of directors