Governance

Documents:

• Notice to attend Extraordinary General Meeting in Pagero Group AB (publ)
• Power of attorney

Pagero Group AB (publ) holds its annual general meeting on Thursday, 11 May 2023 at 17.00 CET at the company’s office at Västra Hamngatan 1 in Gothenburg.

Shareholders may follow the meeting online through following link. No registration is required to attend the meeting online. It is not possible to vote or ask questions in the online meeting.

Documents:

• Notice of Annual General Meeting in Pagero Group AB
• Proxy form (participation)
• Nomination committee motivated opinion

On November 21, 2022, it was announced that the following representatives of Pagero Group AB’s shareholders will be members of the Nomination Committee for the 2023 annual general meeting:

• Jan Andersson, appointed by Swedbank Robur Fonder
• Mats Ryding, appointed by Greenfield AB/Bengt Nilsson
• Mehdi Lahlou, appointed by Vålåuggen Invest AB/Summa Equity
• Birger Steen, chairman of the board, Pagero Group AB

The company’s chairman of the board, Birger Steen, shall convene the nomination committee for its first meeting. The nomination committee will generate proposals for the 2023 annual general meeting regarding the chairman of the annual general meeting, board members, chairman of the board, auditor, and board fee with a split between the chairman and other board members as well as compensation for committee work, fee for the company’s auditor and any changes to the instructions for the nomination committee.

The annual general meeting will take place on May 11, 2023, in Gothenburg.

Shareholders who wish to submit proposals to the nomination committee may send a proposition via e-mail to [email protected].

1. Business

The Company’s name is Pagero Group AB (Limited Liability Company).

2. Domicile

The Board of Directors shall be domiciled in the Municipality of Gothenburg, West Sweden (Västra Götaland).

3. Company operations

The mission of the Company is to own and administer real estate, movable property and operations associated therewith, in addition to supplying other companies in the Group with services, primarily in the areas of administration, management, legal advice and marketing, as well as pursuing business activities associated therewith.

4. Share capital

The Company’s share capital shall be no less than SEK 1 million and no more than SEK 4 million.

5. Shares

The number of outstanding shares shall be no less than 100,000,000 and no more than 400,000,000.

6. Board of Directors and Auditors

The Board of Directors shall consist of three to ten (3-10) Directors and no more than five (5) Deputy Directors. The Company shall have one to two (1-2) Auditors and no more than two (2) Deputy Auditors. Also, a registered Public Accounting Firm may be elected Auditor.

7. Notice of the Annual General Meeting of shareholders

The notice of the Annual General Meeting of shareholders shall take place by advertising in Post- och Inrikes Tidningar (“Post and Domestic Times”) and by keeping the notice available on the Company’s website within the time frame stated in the Companies Act. Simultaneously with the notice, information that the notice has been issued shall be advertised in Dagens Industri (“Daily Industry”) or other nationwide daily newspaper.

Shareholders who wish to participate in the Annual General Meeting must have been registered as shareholders in the printout of the Shareholders’ Register as of six business days prior to the Annual General Meeting, in addition to having notified their participation to the Company no later than 12:00 noon on the date stated in the notice of the Annual General Meeting. This date must not fall on a Sunday, other general holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall on a date earlier than the fifth business day prior to the Annual General Meeting.

8. Opening of the Annual General Meeting

The Chairman of the Board of Directors or the individual whom the Board has elected Chairman opens the meeting and chairs the negotiations until a Chairman for the meeting has been elected.

9. Agenda at the Annual General Meeting of shareholders

The Annual General Meeting is held annually within six months of the expiration of the financial year. At the Annual General Meeting, the following business agenda may be transacted:

1) Election of Chairman for the meeting;
2) Establishment and approval of an electoral register;
3) Approval of the agenda for the meeting;
4) Election of one or two individuals to check the Minutes of the Meeting;
5) Determination of whether the meeting has been properly convened;
6) Presentation of the Annual Report and Auditor’s Report, and where appropriate, the Group Annual Report and Group Auditor’s Report;
7) Resolutions:

1. Determination of the Statement of Income and Balance Sheet, and where appropriate the Group Annual Report and Group Auditor’s Report;
2. Disposition of the Company’s profit or loss according to the Balance Sheet adopted;
3. Discharge from liability of Board members and Managing Director when available

8) Determination of remuneration for Board members and Auditor(s);
9) Election of Board of Directors and Public Accounting Firm or Auditor(s), as well as potential Deputy Auditors;
10) Other agenda items raised at the meeting in accordance with the Swedish Companies Act or the Articles of Association.

10. Financial year

The Company’s financial year shall run from January 1 until December 31.

11. Central Securities Depository (CSD) clause/Record Day Provision

The Company shares shall be registered in a Central Securities Depository Register according to the Swedish Central Securities Depositories and Financial Instruments Act (SFS 1998:1479).