The shareholders of GreenGold Group AB, reg. no. 559168-7719 (the “Company”), are summoned to the annual general meeting on Tuesday 26 May 2026 at 14:00 CET at Celsiussalen at Citykonferensen Ingenjörshuset, Malmskillnadsgatan 46, P.O. Box 1419, SE-111 84 Stockholm, Sweden. Registration for the meeting will commence at 13:45 CET.
Right to participate and notification
Shareholders who wish to participate in the annual general meeting, in person or through a proxy, shall:
i. on the record date, which is on Monday 18 May 2026, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) no later than on Wednesday 20 May 2026 by post to GreenGold Group AB, Attn: Maj-Britt Kühnemann, Box 7331, SE-103 90 Stockholm, Sweden, or via e-mail to generalmeeting@greengold.se.
The notification should state the name, personal or corporate identity number, shareholding, share classes, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended to the notification.
Nominee-registered shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting (so-called voting rights registration). Such registration, which normally is processed in a few days, must be completed no later than on Monday 18 May 2026 and should therefore be requested from the nominee well before this date. Voting rights registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 20 May 2026 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on Wednesday 20 May 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available at the Company’s website, www.greengold.se, and will also be sent to shareholders who so request and inform the Company of their postal address.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of voting list
- Election of one or two persons to approve the minutes of the meeting
- Determination of whether the general meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and auditor’s report for the group
- Resolutions regarding:
- adoption of income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
- allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
- discharge from liability of the board of directors and the managing director
- Determination of the number of board members and auditors
- Determination of fees to the board members and to the auditors
- Election of the board members and auditors
- Resolution regarding amendments of the articles of association
- Resolution regarding authorization for the board of directors to issue shares, warrants and/or convertibles
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chairman of the meeting
The nomination committee proposes that Göran Persson is appointed as chairman of the general meeting, or, in his absence, the person appointed by him.
Item 7.b: Resolution regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet
The board of directors proposes a dividend to the shareholders of EUR 0.50 per share, to be paid in two equal installments of EUR 0.25. The board of directors proposes that the record date for the first installment shall be on Friday 5 June 2026, with payment expected to be made through Euroclear Sweden AB on Friday 12 June 2026. It is further proposed that the board of directors shall be authorized to determine the record date for the second installment, which is to occur in December 2026.
The board of directors further proposes that the annual general meeting resolve that the shares that may be issued under the authorization in item 12 shall entitle to dividends from and including the day the shares have been registered in the share register maintained by Euroclear Sweden AB. If the authorization is fully utilized, entailing the issue of a maximum of 2,114,542 shares, a maximum of EUR 1,057,271 in dividends may be distributed for the additional shares.
Items 8–10: Determination of the number of board members and auditors, determination of fees to the board members and to the auditors, and election of the board members and auditors
The nomination committee proposes that the board of directors shall consist of seven board members without deputies, and that the number of auditors shall be one registered audit firm.
The nomination committee proposes that the fees to the board of directors shall be paid in the following amounts: SEK 140,000 to each board member (SEK 120,000 previous year) and SEK 280,000 to the chairman of the board (SEK 240,000 previous year. It is further proposed that the chairman of the audit committee be paid SEK 40,000. Members living abroad shall also be reimbursed EUR 500 per physical meeting attended.
It is further proposed that the fee to the auditor shall be paid in accordance with approved invoice.
The nomination committee proposes that Gudmundur Jónsson, Johanna Ikäheimo, Martin Randel, Fredrik Persson and Malcolm Cecil-Cockwell are re-elected as board members and that Torsten Jansson and Stefan Dahlbo are elected as new board members. It is further proposed that Malcolm Cecil-Cockwell is elected as chairman of the board of directors. Göran Persson has declined re-election.
The nomination committee proposes, in accordance with the audit committee’s recommendation, that the registered audit firm KPMG AB is re-elected as auditor for the period up until the end of the next annual general meeting, with the request that Johanna Hagström Jerkeryd continues as main responsible auditor.
More information regarding the new proposed directors:
Name
Torsten Jansson
Year of birth
1962
Nationality
Swedish
Background and current assignments
Entrepreneur and the founder and CEO of New Wave Group AB. He founded the company in 1990 and has since built it into an international group within promotional and retail products, with operations in several countries. Torsten has extensive experience in developing brands and driving growth, as well as solid experience in publicly listed environments through New Wave Group’s long-standing presence on Nasdaq Stockholm.
Name
Stefan Dahlbo
Year of birth
1959
Nationality
Swedish
Current assignments
Stefan is a board member in Klövern AB (publ), Cibus Nordic Real Estate AB (publ), Byggmästare J Ahlström Holding AB (publ) and Sweden Green Building Council.
Previous assignments
Stefan was CEO of Fabege from 2019 until the end of November 2025. Previous positions include CEO of Byggmästare Anders J Ahlström Holding AB, CEO & Deputy CEO of Investment AB Öresund and CEO of Hagströmer & Qviberg AB.
Further information regarding the board members proposed for re-election is available at the Company’s website, www.greengold.se.
Item 11: Resolution regarding amendments of the articles of association
The board of directors proposes that the annual general meeting resolves to amend the articles of association as follows:
It is proposed that the limits for share capital in the articles of association be changed from a minimum of EUR 230,500 and a maximum of EUR 922,000 to a minimum of EUR 385,000 and a maximum of EUR 1,540,000. § 4 of the articles of association will thereby have the following wording:
“The share capital shall be no less than EUR 385,000 and no more than EUR 1,540,000.”
It is proposed that the limits for the number of shares in the articles of association be changed from a minimum of 6,300,000 and a maximum of 25,200,000 to a minimum of 10,500,000 and a maximum of 42,000,000. § 5.1 of the articles of association will thereby have the following wording:
“The number of shares in the company shall be no less than 10,500,000 and no more than 42,000,000. Shares may be issued in two classes; Class A shares and Class B shares. Shares of each class may be issued up to an amount corresponding to a total of 100 percent of the share capital. Each Class A share shall carry ten (10) votes and each Class B share shall carry one (1) vote. Otherwise, Class A shares and Class B shares carry equal rights to a share in the company’s assets and profits.”
It is proposed to introduce a new provision stating that the board of directors may resolve that a general meeting shall be held digitally. The articles of association will thereby have a new § 11 with the following wording (whereby subsequent provisions are renumbered):
Ҥ 11 Digital general meeting
The board of directors may resolve that a general meeting shall be held digitally in accordance with the provisions of Ch. 7 Sec. 15 of the Swedish Companies Act (SFS 2005:551).”
It is proposed to update the central securities depository registration provision. § 15 of the articles of association will thereby have the following wording:
“A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first paragraph item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 of the Swedish Companies Act (SFS 2005:551).”
It is also proposed that certain minor linguistic and formatting adjustments be made, which have no material significance.
It is further proposed that the board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 12: Resolution regarding authorization for the board of directors to issue shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, on one or more occasions during the period until the next annual general meeting, in an amount not exceeding twenty (20) percent of the total number of shares in the Company at the time when the authorization is used the first time, to issue shares, warrants and/or convertibles to be paid in cash, in kind and/or by way of set-off.
The board of directors shall be able to resolve on new issuances of shares, warrants and/or convertibles, on one or more occasions, with or without deviation from the shareholders’ pre-emptive rights, and against non-cash consideration, by way of set-off or with any other conditions in accordance with the Swedish Companies Act.
An issue in accordance with this authorization shall be made on market terms. The board of directors shall be authorized to otherwise determine the terms and conditions for issuances under this authorization and what persons shall be entitled to subscribe for the shares, warrants and/or convertibles. The reasons behind the proposal that the board of directors shall be authorized to resolve on new issuances with deviation from the shareholders’ pre-emptive rights and that the board of directors shall be authorized to resolve on new issuances against non-cash consideration or by way of set-off is to enable the Company to raise capital as well as participate in strategic partnerships or carry out strategic acquisitions.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Majority requirements
A resolution in accordance with items 11 and 12 requires approval by shareholders representing at least two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
As per the date of this notice there are a total of 10,572,710 shares and 18,888,710 votes in the Company, of which 924,000 are class A shares entitling to ten (10) votes each, and 9,648,710 are class B shares entitling to one (1) vote each. The Company holds no treasury shares.
Other information
The annual report, the audit report, and proxy form will be available at least three weeks in advance of the annual general meeting. The complete proposals, including the proposed articles of association, and other documents that shall be available in accordance with the Swedish Companies Act will be available at least two weeks in advance of the meeting. The above documents will be available at the Company at Kungsgatan 29, SE-111 56 Stockholm, Sweden, and at the Company’s website, www.greengold.se, in accordance with the above, and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available at Euroclear Sweden AB’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in April 2026
GreenGold Group AB
The board of directors