Report from Annual General Meeting in H100 Group AB

MARKN.

At the Annual General Meeting of H100 Group AB (“H100” or the “company”) held on 18 September 2025, the following resolutions were passed.

Adoption of the income statement and balance sheet
It was resolved to adopt the income statement and balance sheet for the financial year 2024.

Resolution on dispositions in respect of the company’s result
It was resolved that no dividend is paid and that available profits are carried forward.

Resolution on discharge from liability
It was resolved to discharge all members of the Board of Directors and the Chief Executive Officer from liability for the financial year 2024.

Election of Board of Directors and auditor
It was resolved that the number of members of the Board of Directors shall be four (4), without deputies. It was resolved to re-elect Joakim Dahl and Sander Andersen and to new-elect Florence Aspinall and Johannes Wiik as board members for the period until the end of the next Annual General Meeting.

It was resolved to new-elect Sander Andersen as Chairman of the Board.

It was resolved that one registered accounting firm be elected as auditor, without deputies. It was resolved to re-elect the registered accounting firm Allians Revision & Redovisning AB as the company’s auditor for the period until the end of the next Annual General Meeting. The Authorized Public Accountant Per Lindblom will continue to be auditor in charge.

Resolution on fees to the members of the Board of Directors and the auditor
It was resolved that the fees to the members of the Board of Directors shall be SEK 400,000 to the Chairman of the Board and SEK 200,000 to each of the other Board members elected by the Annual General Meeting.

It was resolved that the auditor’s fees shall be paid as per approved invoice.

Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments
It was resolved to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. The total number of shares that are issued by support of the authorization, including shares that may be issued after exercise of warrants or conversion of convertible instruments issued by support of the authorization, may correspond to at most 100 percent of the total number of shares in the Company at the time of the first utilization of the authorization. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.

The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to increase the Company’s financial flexibility and the Board’s room for maneuver, in a time- and cost-effective manner be able to supply the Company with new capital and/or new shareholders of strategic importance for the Company, and enable the Company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with agreements on acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders’ preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable.

Amendments to the Articles of Association
It was resolved to amend the company’s Articles of Association. Through the amendment, the company’s business is expanded to include ownership and management of digital assets such as Bitcoin. Furthermore, the limits for the share capital are increased to be no less than SEK 30,000,000 and no more than SEK 120,000,000, and the limits for the number of shares are increased to be no less than 300,000,000 and no more than 1,200,000,000.

Resolution on payment of fees to related companies through cash payment and directed new issue of shares
It was resolved that compensation shall be paid to Finpeers SA, which is a company controlled by the company’s CEO and Board member, Sander Andersen, and Middelborg Invest AS, which is a company controlled by the company’s Board member, Kristian Lundkvist, for services rendered during the period from 25 May 2025 to 17 August 2025. The services consisted of Finpeers SA and Middelborg Invest AS introducing new investors to the company, which resulted in significant new investments in the company during the same period. The compensation consists partly of a cash payment of SEK 4,940,000 to Finpeers SA, and partly of a directed new share issue to Finpeers SA and Middelborg Invest AS of no more than 5,169,951 shares, resulting in an increase of the share capital by up to SEK 516,995.1. Finpeers SA shall be entitled to subscribe for a maximum of 5,000,000 shares and Middelborg Invest AS shall be entitled to subscribe for a maximum of 169,951 shares. The subscription price per share shall be SEK 0.10.

Approval of entry into Investor Introducer Agreements with related parties
It was resolved to approve the company’s entry into Investor Introducer Agreements with the related parties Finpeers SA, which is a company controlled by the company’s CEO and Board member, Sander Andersen, and Middelborg Invest AS, which is a company controlled by the company’s Board member, Kristian Lundkvist. The agreements are intended to be entered into as soon as possible and shall remain in force until the next Annual General Meeting, provided that the Board of Directors may terminate the agreements at any time with three (3) months’ prior notice. Under the agreements, Finpeers SA and Middelborg Invest AS are entitled to a fee corresponding to three (3) percent of the initial investment made in the company by each investor introduced by Finpeers SA or Middelborg Invest AS within six (6) months from the date of introduction. For each such investment, the Board of Directors shall propose to the General Meeting of the company whether the fee is to be settled in cash or shares in the company. In the event of settlement in shares, the subscription price shall correspond to the price per share agreed with the relevant investor in the corresponding capital raise.

Resolution on a directed new issue of shares
It was resolved on a directed new issue of shares to Middelborg Invest AS, which requested that its loan of SEK 760,894 to the company be converted into shares, in accordance with a loan agreement entered into between Middelborg Invest AS and the company. The new share issue comprises no more than 146,325 shares, resulting in an increase of the share capital by up to SEK 14,632.50. The subscription price per share shall be SEK 5.20. The Board of Directors intends to allow payment for the new shares to be made by way of set-off against Middelborg Invest AS’ claim against the company.

Datum 2025-09-18, kl 17:03
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