H100

Right to attend

In order to attend the Extraordinary General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 5 October 2026. Further, shareholders who wish to participate in the Extraordinary General Meeting shall give notice of participation to the Company no later than on 7 October 2026. Notice of participation can be made:

• by mail: H100 Group AB, Box 2376, SE-103 18 Stockholm, Sweden, or
• by e-mail: info@h100.com

The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Extraordinary General Meeting. Shareholders or their proxies may bring a maximum of two assistants, provided that their attendance is notified as above.

Nominee-registered shares

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the Extraordinary General Meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register kept by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the Extraordinary General Meeting per the record date, 5 October 2026, voting right registrations completed by the nominee no later than on 7 October 2026 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 7 October 2026.

Proxy and proxy form

If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Extraordinary General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the Company at the above address no later than on 7 October 2026. A proxy form is available on the Company's website, www.h100.com, and is upon request sent to the shareholders who provide their postal address.

Proposed agenda

1. Opening of the Extraordinary General Meeting
2. Election of chairman at the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or more persons to verify the minutes
6. Examination of whether the meeting has been duly convened
7. Determination of the number of board members and deputy board members
8. Determination of fees for the Board of Directors
9. Election of board members
10. Adoption of a Long-Term Incentive Program 2027–2030
11. Closing of the Extraordinary General Meeting

Proposed resolutions

Item 7 – Determination of the number of board members and deputy board members

Shareholders representing more than 69 per cent of the shares and votes in the Company (the “Shareholders”), propose that the number of board members, for the period until the end of the next Annual General Meeting, shall be four, without any deputy members.

Item 8 – Determination of fees for the Board of Directors

The Shareholders propose that the fees to the board members elected by the Extraordinary General Meeting who are not employed by the Company shall, for the period until the end of the next Annual General Meeting, amount to SEK 200,000 to Geir Harald Hansen, and SEK 650,000 to Daniel Nyberg. No fee shall be payable to the Chairman of the Board, Sander Andersen, or to Peter C. Warren, as they receive salary in their capacity as employees of the Company. The fees shall be paid proportionally in relation to the time during the mandate period that the respective board member has held the assignment.

Item 9 – Election of board members

The Shareholders propose that Geir Harald Hansen, Daniel Nyberg and Peter C. Warren are elected as new board members and that Sander Andersen is re-elected as board member, all for the period until the end of the next Annual General Meeting. Furthermore, the Shareholders propose that Sander Andersen is re-elected as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.

Information regarding board members proposed for election is set out below.

Information regarding Sander Andersen

Born: 1996

Background: Sander Andersen is an entrepreneur and executive with extensive experience in founding, scaling, and leading growth companies. As co-founder of H100 Group, he led the Company through its public listing, has played a central role in raising capital, and has led several strategic M&A transactions. He has served as founder, CEO, and Chairman across businesses in technology, digital assets, and corporate finance, and brings extensive experience in fundraising, capital markets, Bitcoin strategy, tokenization, and family office investments.

Sander Andersen contributes to the Board with expertise in entrepreneurship, corporate strategy, capital markets, M&A, business development, and long-term value creation.

Education: Bachelor's degree in Sports Science, University of South-Eastern Norway.

Ongoing assignments: CEO and Chairman of the Board of Growthiogen Invest AS; CEO and Board Member of Finpeers SA; Board Member of several H100 subsidiaries; Board Member of Blokk Invest AS and 0500 SA.

Independence: Dependent in relation to the Company and the Company’s management. Independent in relation to major shareholders of the Company.

Shareholding in the Company: 19,465,078 shares.

Information regarding Geir Harald Hansen

Born: 1974.

Background: Geir Harald Hansen is the Company's majority shareholder and an entrepreneur with extensive experience in software development, cybersecurity, and digital assets. He has more than 15 years of experience in cybersecurity, including as a senior engineer and cybersecurity specialist within the Norwegian public sector. He is widely recognized as an early Bitcoin pioneer, having founded the Bitcoin mining platform Bitminter in 2011, which grew to become one of the world's largest mining pools and contributed approximately one percent of all Bitcoin in circulation before it was wound down in 2021.

Geir Harald Hansen contributes to the Board with expertise in cybersecurity, software development, Bitcoin infrastructure, digital assets, technology strategy, capital allocation, and long-term value creation.

Education: Cand.scient. (Master of Science equiv.) in Informatics, University of Oslo.

Ongoing assignments: Chief Executive Officer of Backbone Invest AS. Chairman of the Board of several investment companies, including Backbone Invest AS, Maverick AS, Ekstra AS and SQA Asset Management AS.

Independence: Dependent in relation to the Company and the Company’s management. Dependent in relation to major shareholders of the Company.

Shareholding: 781,676,551 shares.

Information regarding Daniel Nyberg

Born: 1990.

Background: Daniel Nyberg is a lawyer and Partner at Wikborg Rein, where he leads the firm's Asset Management practice. He has more than 12 years of experience advising Norwegian and international asset managers, institutional investors, and other financial market participants.

He brings to the Board extensive expertise in corporate governance, asset management structures, incentive schemes, taxation, and regulatory matters.

Education: Master of Laws (LL.M.), University of Oslo, 2014. Admitted to the Norwegian Bar, 2016.

Ongoing assignments: Partner and Head of the Asset Management Practice, Wikborg Rein Advokatfirma AS.

Independence: Independent in relation to the Company and the Company’s management. Independent in relation to major shareholders of the Company, notwithstanding that he acts as legal counsel to Geir Harald Hansen (the Company's principal shareholder), including in connection with Mr. Hansen's acquisition of control of the Company.

Shareholding: 0 shares.

Information regarding Peter C. Warren

Born: 1955.

Background: Peter C. Warren is the Chief Investment Officer of H100 Group AB and a financial markets professional with more than 45 years of experience across global capital markets. He has held senior positions as a trader, market maker, fund manager, and Chief Investment Officer, and has founded and built several financial businesses. He also has extensive experience as a board member across investment, technology, and non-profit organizations.

Peter C. Warren contributes to the Board with expertise in investment management, capital markets, portfolio and risk management, financial strategy, and long-term value creation.

Education: Economics, Political Science, Intelligence and Operational Psychology.

Ongoing assignments: Chief Investment Officer of H100 Group AB. Chairman of Nordintechs AS and Moorgate Ltd AS. Board member of several investment, technology, and non-profit organizations, including Free Ukraine, Norwegian Block Exchange AS, SQA Asset Management AS, Apicem AS, PDI AS, Alpha Eight AS, and the Radium Hospital foundations.

Independence: Dependent in relation to the Company and the Company’s management. Dependent in relation to major shareholders of the Company due to his board position in the family office of Geir Harald Hansen.

Shareholding: 2,472,692 shares.

Item 10 – Adoption of a Long-Term Incentive Program 2027–2030

The proposal

The Shareholders propose that the Extraordinary General Meeting resolves to adopt a long-term incentive program for senior executives and key individuals of the Company on the principal terms set out below (the “Program”).

Background and rationale

The Company is entering a phase of significant transformation. The next phase is intended to attract institutional capital, improve liquidity for shareholders, expand into new geographies that are strategically important to the Company, and build equity value and cash flow on top of the Company’s Bitcoin holdings. Delivering on this transformation depends to a substantial degree on the sustained effort and performance of the Company’s senior executives and key individuals over the coming years.

Against this background, the purpose of the Program is to strengthen the alignment between the Company’s key individuals and its shareholders, to support the retention of key individuals over a multi-year horizon, and to reward the creation of shareholder value measured against a Bitcoin benchmark; that is, value created in excess of simply holding Bitcoin. The Shareholders consider a program of this nature to be well suited to the Company’s next phase of growth and to be in the interest of the Company and all shareholders.

The Shareholders believe that, given its terms, its size and the alignment it creates between participants and shareholders, the Program is reasonable and beneficial for the Company and all its shareholders.

Participants in the Program

The Program comprises senior executives and key individuals, organised into three groups: the Chairman of the Board of Directors, (“Group 1”), the CEO, CIO and the COO (“Group 2”) and other key employees (“Group 3”). The aggregate Cash Compensation (as defined below) and its allocation across the three groups is determined in accordance with the performance criteria and allocation principles set out below. For the avoidance of doubt, the Chairman of the Board of Directors participates in the Program in his capacity as an employee of the Company. Other members of the Board of Directors who are not simultaneously employed within the H100 group do not participate in the Program.

Invitation to participate in the Program shall be provided by the Company no later than 31 December 2026. For the avoidance of doubt, an invitation to participate does not itself confer any entitlement to Cash Compensation, and no Cash Compensation is earned or vests prior to 1 January 2027.

Principal terms of the Program

The main terms and conditions for the Program are as follows:

• The Program shall apply for the period commencing on 1 January 2027 and ending on 31 December 2030 (the “Performance Period”), comprising the four financial years 2027 to 2030. Depending on the level of fulfilment of the performance criteria set out below, participants may receive a cash compensation (the “Cash Compensation”) following the end of each financial year, based on one annual crystallisation after the relevant year-end. Any Cash Compensation shall be paid as soon as possible and within two (2) months following the relevant year-end. Cash Compensation is settled in cash, subject to the Company’s right to elect settlement in shares as described below.
• The reason why the earning period for each annual payment is less than three years is that the Company is entering a period with important milestones that are critical to the Company’s short- and long-term development, and annual measurement and settlement provide transparency for participants and shareholders alike. In the Shareholders’ view it is therefore in the interest of the Company and its shareholders to apply an earning period of less than three years for each annual payment. The Program nonetheless supports long-term commitment: it runs over four financial years, requires continued employment through each year-end, and the total awards over its full term are subject to a single cap.
• A prerequisite for a participant to receive Cash Compensation in respect of a financial year is that the participant has been continuously employed within the H100 group throughout that year and remains employed at the relevant year-end. The individual bonus agreements shall include leaver provisions distinguishing good leavers from bad leavers, including customary good-leaver exceptions to this requirement. Payment is further conditional upon the level of fulfilment of the performance criteria for the Program.
• For each financial year, the aggregate Cash Compensation is determined by the Company’s outperformance relative to Bitcoin, measured as H100’s total shareholder return (including dividends and other distributions) less the Bitcoin return over the relevant year, expressed in percentage points. At the start of the Program, as at 1 January 2027, the H100 share value is set so that the Company’s market value equals the value of its Bitcoin backing (an “mNAV” of 1.00), measured against the Bitcoin price on that date, and no Cash Compensation is payable in respect of any period in which the Company’s market value is below the value of its Bitcoin backing. The precise method for determining year-end values and the Company’s market capitalisation for this purpose (including whether these are based on a volume-weighted average over a period or on closing values at year-end) shall be determined by the Board of Directors within the framework approved by the General Meeting. For each financial year, the aggregate Cash Compensation equals a percentage of the Company’s market capitalisation at the relevant year-end that increases with the level of outperformance achieved.
• The Program is subject to an overall cap: the total Cash Compensation over the entire term of the Program shall not exceed 5 percent of the Company’s market capitalisation. The award scale, and the detailed rules for measuring outperformance and calculating each annual award, shall be determined by the Board of Directors and set out in the individual bonus agreements, within the 5 percent cap set out above.
• The Cash Compensation is not subject to a separate cap expressed as a percentage of any participant’s fixed salary. The Shareholders consider this appropriate because the Cash Compensation is derived exclusively from value created for shareholders in excess of the passive Bitcoin benchmark, and the total awards under the Program are in any event capped at 5 percent of the Company’s market capitalisation.
• The aggregate Cash Compensation is allocated across the three groups in the following fixed proportions: Group 1: 22.5 percent, Group 2: 67.5 percent and Group 3: 10.0 percent, with each participant’s allocation fixed for the term of the Program. The Cash Compensation is settled in cash; the Company may, at its sole discretion and subject to any required approvals, elect to settle all or part of it by delivering H100 shares of equivalent value. Participants have a claim to Cash Compensation only and no right to require settlement in shares. The individual bonus agreements shall set out any requirement to reinvest or retain part of the Cash Compensation, or to hold any shares received.

Estimated cost and accounting

The Shareholders’ assessment is that the principal cost of the Program is the Cash Compensation payable to participants, together with associated employer social security contributions and, to a lesser extent, administration and accounting costs. Amounts payable under the Program are recognized as an expense in accordance with IFRS 2 and depend on the value created relative to the Bitcoin benchmark; the cost therefore varies with the Company's performance over the period.

The costs for the Program are estimated based on the following assumptions: (i) seven (7) participants, (ii) zero staff turnover during the Performance Period, (iii) the scenarios for annual outperformance relative to Bitcoin set out below, (iv) an average social security contribution rate of 0 percent (which is expected to be the case for the participants when the Program commences), and (v) a market capitalisation of SEK 2,630,000,000 at the outset (corresponding to an mNAV of 1.00 as at the last trading day preceding the date of publication of this notice, being 17 September 2026), assumed for illustration only to grow by 25 percent per year over the Performance Period. The costs will be expensed over the financial years 2027–2030. The scenarios below are purely illustrative and are provided solely to indicate the potential cost sensitivity of the Program; they do not constitute guidance, a forecast, or any indication of the Company’s targets, objectives or expectations, and the assumed market capitalisation and growth rate are illustrative only. Because the total Cash Compensation over the term of the Program is capped at 5 percent of the Company’s market capitalisation, the aggregate cost is inherently limited by that cap. In line with assumption (iv), the amounts below exclude employer social security contributions, which may vary depending on each participant’s country of employment or residence. For the purpose of these illustrations, the award is assumed to increase in linear steps with the level of outperformance relative to Bitcoin; the definitive award steps, and the payout level associated with each step, will be determined by the Board of Directors within the framework of the 5 percent cap approved by the General Meeting.

The figures in (a) to (c) below represent the estimated aggregate cost over the entire four-year term of the Program (financial years 2027–2030), and not an annual cost. (a) Low: annual outperformance relative to Bitcoin of 5 percentage points (cumulatively an award of approximately 1.5 percent of market capitalisation over the Performance Period): estimated total cost of approximately SEK 71 million. (b) Medium: annual outperformance of 10 percentage points (cumulatively approximately 3.0 percent): estimated total cost of approximately SEK 142 million. (c) High: annual outperformance of 20 percentage points, at which the Program reaches its 5 percent lifetime cap: estimated total cost of approximately SEK 220 million.

The Program is cash-based and, save to the extent the Company elects to settle part of the Cash Compensation in shares as described above, does not entail any dilution in the number of shares outstanding for the Company’s shareholders. No hedging arrangements are intended to be made with regard to the Program’s financial exposure.

Preparation of the proposal and the structuring and management of the Program

The Board of Directors (excluding the board member participating in the Program) shall be responsible for the structure, management and interpretation of the detailed terms and conditions applying between the Company and the participants, and shall be authorised to finalise those terms in the individual bonus agreements within the principles and the 5 percent cap resolved upon by the Extraordinary General Meeting, and to make adjustments to satisfy rules or market conditions in other jurisdictions. The individual bonus agreements shall address the treatment of the Program, and of awards earned under it, in the event of a change of control of the Company or a merger, demerger, delisting or other material corporate event, in each case preserving the Cash Compensation earned by participants up to the effective date of the relevant event.

The Company may reduce or reclaim Cash Compensation to the extent required or permitted under applicable law and customary malus and clawback principles, including in the event of a material misstatement of the Company's financial statements or serious misconduct by a participant.

Participation in the Program presupposes that such participation is legally possible in the various jurisdictions concerned.

Effects on key figures

The Group’s equity as of 31 December 2025 (being the last adopted annual balance sheet date, prior to the completion of the acquisition of NSD AS as announced by the Company on 10 August 2026) amounted to approximately SEK 814.2 million. Measured against that figure, the total estimated costs over the four-year Performance Period correspond to approximately 17 percent of equity under the medium scenario (approximately SEK 142 million) and approximately 27 percent under the high scenario (approximately SEK 220 million), in each case excluding employer social security contributions. These proportions are elevated by the assumption that market capitalisation grows over the period; in any single year the cost corresponds to the applicable award percentage of that year’s market capitalisation, which does not exceed approximately 1.5 percent per year in the scenarios above. The cost recognised under IFRS 2 will reduce the Group’s reported profit in the relevant financial years and may be material in scenarios of significant outperformance relative to the Bitcoin benchmark.

All calculations above are preliminary and are only intended to provide an illustration of the costs and effects the Program may have. Actual costs and effects may therefore differ from what is stated above.

Previous incentive programs in the Company

There are currently no other outstanding incentive programs in the Company.

Majority requirement

A valid resolution, in accordance with this item 10, requires that the resolution is supported by shareholders representing more than half of the votes cast at the Extraordinary General Meeting.

Number of shares and votes in the Company

At the time of issuance of this notice, the total number of shares in the Company, as well as the total number of voting rights, amounts to 1,128,931,358. The Company holds no treasury shares.

Shareholders' right to receive information

The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the Extraordinary General Meeting about circumstances that may affect the evaluation of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Available documents

Complete proposals, other documents in accordance with the Swedish Companies Act and the proxy form will be available at the Company and on the Company's website, www.h100.com, at least two weeks prior to the meeting. Copies of the documents will be sent free of charge to the shareholders who request the Company to do so and provide their postal address. The documents will also be available at the Extraordinary General Meeting.

Processing of personal data

For information about how your personal data are processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

______________________

Stockholm in September 2026

H100 Group AB

The Board of Directors