The shareholders of Scandinavian Astor Group AB, reg. no. 559353–9322 (the “Company”), are hereby invited to attend the extraordinary general meeting on 2 June 2026, at 10:00 a.m. at the offices of Eversheds Sutherland Advokatbyrå at Sveavägen 20, Stockholm. Registration begins at 9:45 a.m.
Right to attend and notification
Shareholders wishing to attend the general meeting shall
NOMINEE-REGISTERED SHARES
Shareholders who have had their shares nominee-registered through a bank or securities institution must have the shares registered in their own name in order to be entitled to attend the meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than 27 May 2026 will be taken into account in the preparation of the share register.
PROXIES ETC.
Shareholders represented by proxy shall issue a written power of attorney, signed and dated by the shareholder. The validity period of the power of attorney may not exceed five years if specifically stated. If no validity period is stated, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be enclosed. The original power of attorney and any certificate of registration should be sent by post to the Company at the above-mentioned address well in advance of the meeting. A proxy form will be available on the Company’s website (www.astorgroup.se) no later than three weeks before the meeting.
PROPOSED AGENDA
PROPOSED RESOLUTIONS
Item 7 – Proposal to resolve on a directed new share issue to the sellers of Nordic Shield Group AB (publ)
The board of directors proposes that the extraordinary general meeting resolves on a directed new share issue of not more than 8,799,623 shares, entailing an increase of the Company’s share capital by not more than SEK 2,320,244.58. It is noted that the reason for the directed new share issue is in connection with the share purchase agreement that has been entered into regarding the Company’s acquisition of shares in Nordic Shield Group AB (publ) (”NSG”). The following terms and conditions shall otherwise apply to the resolution.
A valid resolution under this item requires the support of shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 8 – Resolution on authorisation for the board of directors to make minor adjustments to the resolutions adopted at the meeting
The board of directors proposes that the meeting authorises the board of directors, the CEO, or any person appointed by the board of directors or the CEO, to make such minor adjustments and clarifications to the resolutions adopted at the meeting to the extent necessary for the registration of the resolutions.
OTHER INFORMATION
Shareholders’ right to request information
Shareholders have the right, pursuant to Chapter 7, Section 32 of the Swedish Companies Act (aktiebolagslagen), to request information from the board of directors and the CEO regarding circumstances that may affect the assessment of a matter on the agenda. The board of directors and the CEO shall provide such information if the board considers that it can be done without material harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, please refer to the privacy policy on Euroclear AB’s website,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
Proxy forms and documents pursuant to the Swedish Companies Act will be available at the Company’s offices at Scandinavian Astor Group AB, Borgarfjordsgatan 18, 164 40 Kista, and on the Company’s website (www.astorgroup.se) no later than three weeks before the meeting. Copies of the aforementioned documents will also be sent to shareholders who request and provide their address and will also be available at the meeting.
Number of shares and votes
At the time of issuance of this notice, the total number of registered shares and votes in the Company amounts to 62,242,732.
__________________________
Stockholm in May 2026
Scandinavian Astor Group AB
The board of directors