Pricer

REG

The board of directors has, due to the above, decided to withdraw the notice for the annual general meeting that was planned for 13 May 2025, in its entirety, and thus no meeting will be held on this date. Instead, the annual general meeting is called for Friday 23 May 2025 at 2:00 p.m. at Blique by Nobis, Gävlegatan 18, in Stockholm. Registration begins at 1:30 p.m.

RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY

Anyone wishing to attend the meeting must

(i)                  be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Thursday 15 May 2025,

(ii)                 give notice to the company of their intention to attend no later than Monday 19 May 2025.

Notification of attendance may be given in writing to the company at the address Pricer AB, Attn: Årsstämma, Box 215, 101 24 Stockholm, Sweden or by e-mail ir@pricer.com. When giving notification please state your name or company name, personal ID or company registration number, address and daytime telephone number. See below for further information on the processing of personal data.

NOMINEE REGISTERED SHARES

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Thursday 15 May 2025. Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Monday 19 May 2025 will be taken into account in the presentation of the share register.

PROXY AND PROXY FORM

Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy in possession of a signed and dated form of proxy. Forms of proxy are available on the company’s website: www.pricer.com. The form of proxy may also be obtained from the company at the address above. If the proxy is issued by a legal entity, a copy of their registration certificate or equivalent documentary authority must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the meeting, forms of proxy, registration certificates and other documentary authority should be received by the company well in advance of the meeting.

PROPOSED AGENDA

  1. Opening of the general meeting;

  2. Election of chair of the general meeting;

  3. Drawing up and approval of the voting list;

  4. Approval of the agenda;

  5. Election of one or two persons to approve the minutes;

  6. Determination of whether the general meeting was duly convened;

  7. Presentation of the annual report and the auditor’s report and the consolidated financial
      statements and the consolidated auditor’s report;

  8. Resolutions on

a) adoption of the income statement and the balance sheet and the consolidated
 income statement and the consolidated balance sheet;

b) appropriation of the company’s profit or loss according to the adopted balance
 sheet; and

c) discharge from personal liability for the board members and the CEO;

  9. Determination of the number of board members and deputies and auditors and deputy
      auditors;

  10. Determination of fees to the board members and the auditors;

  11. Election of the board members as well as chairman of the board and auditors;

  12. Resolution on principles for appointment of the nomination committee before the annual
       general meeting 2026;

  13. Presentation of the remuneration report for approval;

  14. Resolution on guidelines for remuneration to senior executives;

  15. Resolution on long term incentive program in the form of warrants for certain employees;

  16. Resolution on authorisation for the board to resolve to issue new shares;

  17. Resolution on authorisation for the board to resolve on transfer of own shares;

  18. Closing of the general meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Items 2, 9-11: Election of chair of the general meeting; determination of the number of board members and deputies and auditors and deputy auditors; determination of fees to the board members and the auditors; and election of the board members as well as chairman of the board and auditors

The nomination committee of the company proposes that the annual general meeting resolve in accordance with the following:

• Dain Hård Nevonen, member of the Swedish Bar Association, from Advokatfirman Vinge, be elected chair of the annual general meeting or, in his absence, the one appointed by the nomination committee instead (item 2).
• The board be composed of five (5) directors with no deputies and that the company have one (1) auditor with no deputy (item 9).
• Fees to the directors including fees for work in respect of committees is, for the coming term, proposed to total SEK 2,350,000 (2,425,000), of which SEK 700,000 (650,000) to the chairman of the board and SEK 350,000 (325,000) to each of the other four directors elected by the general meeting who are not employed by the company. An additional fee of SEK 100,000 (50,000) will be paid to the chair of the audit committee and an additional fee of SEK 75,000 (50,000) will be paid to each of the other ordinary members of the audit committee. The nomination committee proposes that remuneration to the auditor be paid in accordance with approved invoices (item 10).
• As ordinary board members, re-election of Bernt Ingman, Ole Mikael Jensen, Emil Ahlberg, Jenni Virnes and Linda Pimmeshofer. Torbjörn Möller has declined re-election. Bernt Ingman is proposed to be re-elected as chairman of the board (item 11).
• The registered accounting firm Öhrlings PricewaterhouseCoopers AB be newly elected as the company’s auditor, with the request that Victor Lindhall acts as auditor in charge, as proposed by the audit committee (the audit committee’s recommendation has been preceded by a procurement process in accordance with the stipulated requirements and guidelines and the nomination committee notes that the audit committee assures that it has not been influenced by a third party and has not been forced by any terms that restrict the general meeting’s freedom of choice) (item 11).

Item 12: Resolution on principles for appointment of the nomination committee before the annual general meeting 2026

The nomination committee proposes that the annual general meeting resolve that the nomination committee before the annual general meeting 2026 is appointed mainly in accordance with the following principles.

The chairman of the board shall receive a mandate to contact the three largest shareholders in the company as of the end of the third quarter, and ask them to nominate a representative each who will constitute the nomination committee for the period up until a new nomination committee is appointed according to the mandate from the next annual general meeting. A group of two or more shareholders (shareholder group) who have notified the chairman of the board that they wish to participate jointly in the nomination committee’s work will also be considered a shareholder.

If any shareholder or shareholder group waives its right to nominate a representative, the shareholder or shareholder group that is the next largest shareholder of the vote will be offered to nominate a representative. The members of the nomination committee shall be published no later than six months before the annual general meeting.

As soon as a new nomination committee has been appointed in accordance with the above principles, it will replace the current nomination committee. Shareholders who wish to participate in a shareholder group prior to this process must notify the chairman of the board without delay.

If, during the term of the nomination committee, one or more of the shareholders / shareholder groups who have nominated members of the nomination committee is no longer one of the three largest shareholders / shareholder groups in the number of votes, then any member nominated by those shareholders / shareholder groups must make their seats available and the shareholder(s) / shareholder groups which are now one of the three largest shareholders in the number of votes will nominate its representative. If, however, such change occurs later than two months before the annual general meeting or if only marginal changes in the number of votes have taken place, no changes shall take place in the composition of the nomination committee unless there are special reasons.

A shareholder / shareholder group who has nominated a member of the nomination committee is entitled to dismiss such member and nominate new member. Should a member of the nomination committee resign before the committee’s work is completed, the shareholder / shareholder group who nominated the member will be entitled to nominate a replacement. Changes in the composition of the nomination committee shall be made public on the company's website without delay.

The nomination committee shall complete the tasks that pertains to it under the Swedish Code of Corporate Governance, which as of the date of this proposal means that it will present the following proposals to the annual general meeting 2026: (a) proposal for board, (b) proposal for auditor, (c) proposal for chairman of the board, (d) proposal for director’s fees to each of the directors and the chairman and remuneration for committee work, (e) proposal for remuneration to the auditor, (f) proposal for chair of the annual general meeting and (g) principles for appointment of the nomination committee.

RESOLUTIONS PROPOSED BY THE BOARD

Item 8 b): Resolution on appropriation of the company’s profit or loss according to the adopted balance sheet

The board proposes that no dividend shall be paid for the financial year 2024 and that the company’s available funds shall be balanced in a new account.

Item 14: Resolution on guidelines for remuneration to senior executives

The board proposes that the annual general meeting resolve to adopt guidelines for remuneration to senior executives mainly in accordance with the following.

These guidelines govern the remuneration for the CEO, also president of the Pricer group, and other members who, for the period during which these guidelines apply, are part of Pricer AB’s group management. These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2025. These guidelines do not apply to any remuneration decided or approved by the general meeting, for instance remuneration to the board of directors or share-related incentive programs.

1. The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

Pricer is a global industry leader within the field of digital store communication with solutions that both increase store productivity and enhance the consumer experience. Pricer’s platform is fast, steady, scalable and constantly developed with new functionality. Pricer’s objective is to create an in-store platform enabling faster and better decision making based on the KPI’s most important for the business, using its digital communication platform which consists of both hardware and advanced software as a starting point. To strengthen its market position, the company works in accordance with a strategy comprising the following focus areas – product- and system development, purchase & logistics, service offering and sustainability. A successful implementation of Pricer’s business strategy and the safeguarding of the company’s long-term interests, including its sustainability, requires that the company is able to recruit and retain qualified employees. The purpose of these guidelines for executives is to offer competitive and market-based compensation, so that competent and skilled employees can be attracted, motivated and retained. These guidelines enable the company to offer the executive management a competitive total remuneration. For more information regarding the company’s business strategy, please see the company’s website www.pricer.com.

Long-term incentive programs have been implemented in the company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines, in addition to the limits set out below in relation to long-term cash-based incentive programs.

2. Types of remuneration, etc.

The remuneration shall consist of fixed salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The total remuneration shall be on market terms and support the shareholder’s interest by enabling the company to attract and retain executives.

Variable cash remuneration

The variable cash remuneration is based on the turn-out of established financial goals. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may correspond to not more than 50 percent of the annual salary for the CEO and other executives. Variable cash remuneration may, in individual cases and after resolution from the board of directors, qualify for pension benefits. The variable cash remuneration shall be linked to predetermined, well-defined and measurable financial objectives for the group, such as the development of sales and the operating profit. There may also be individualized measurable financial objectives. Weighting is done relatively between the objectives based on which focus management should have. The objectives shall be formulated in a way that promotes Pricer’s business strategy and long-term interests, including its sustainability, e.g. by being linked to the business strategy or promote the long-term development of the executives at Pricer.

Long-term cash-based incentive programs

The board considers it important to offer long-term incentive programs to attract and retain key personnel and to give them the opportunity to take part of the company’s success in the same way as the shareholders. In this way, the long-term incentive programs contribute to the company’s long-term value creation and results. The long-term incentive programs that can be offered are share-related or share-price-related programs and/or long-term cash-based programs; all are at least three-year programs. For all cash-based programs there is a cap of maximum 80 percent of the fixed annual salary for the CEO, also president, and 70 percent of the fixed annual salary for the other senior executives.

Pension benefits

For executives, pension benefits, including health insurance, shall be premium defined. For the CEO and other executives, an amount not exceeding 25 percent of the fixed annual salary is set aside. The board of directors may resolve that the pension shall also be paid on variable cash remuneration, whereby an amount corresponding to not more than 25 percent of such variable remuneration may be set aside.

Other benefits

Other benefits may include, inter alia, medical insurance and company cars. Such benefits may amount to not more than 10 percent of the fixed annual salary.

Extraordinary remuneration

Further cash remuneration may be awarded as a one time arrangement in extraordinary circumstances, provided that such extraordinary arrangements are either for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corresponding to the fixed annual salary. Resolutions on such remuneration shall be made by the board of directors.

Foreign employments

For executives outside Sweden, who’s employment is governed by rules other than Swedish, terms may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

3. Criteria for awarding variable cash remuneration, etc.

The board of directors, in its capacity as the company’s remuneration committee, shall prepare, monitor and evaluate matters regarding variable cash remuneration. The purpose with variable cash remuneration is to encourage and award value creating measures that support the company’s objectives and business strategy. At the end of the measuring period for satisfaction of established objectives for awarding of variable cash remuneration it shall be determined to what extent such objectives have been fulfilled. Evaluations with regards to whether financial objectives have been fulfilled shall be based on finalized financial data for the relevant period. Remuneration for the CEO and other executives are determined by the board of directors in its capacity as remuneration committee.

Variable cash remuneration may be paid after completed measuring period or be subject to postponed payment. The board of directors shall have the right, based on law or agreement, to fully or partially demand repayment of any variable remuneration paid on false grounds.

4. Employment period and termination of employment

Executives shall be employed for an indefinite period of time. The mutual notice period for CEO and other executives shall be six months. Severance pay and fixed salary during the notice period may not exceed an amount equivalent to twelve months fixed salary for the CEO and other executives. No severance pay shall be paid for terminations by the employee.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay for the corresponding period. The remuneration shall be paid during the time the non-compete undertaking applies, however not for more than 24 months following termination of employment.

5. Salary and employment conditions for employees

In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time in the remuneration committee’s and the board of directors’ decision basis when evaluating whether the guidelines and the limitations set out herein are reasonable.

6. The decision-making process to determine, review and implement the guidelines

The board of directors prepare matters regarding remuneration and employment terms for executives and the board of directors in its full capacity is the remuneration committee. The directors of the board are all independent of the company and its executive management. The tasks also include preparing the board of directors’ proposal for guidelines for executive remuneration. The board of directors shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. These guidelines shall apply until new guidelines have been resolved by the general meeting. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. In the event the board of directors decide to institute a remuneration committee the provisions in these guidelines that regard the board of directors in its capacity as remuneration committee shall apply to such committee.

7. Consulting assignments for board members

If a board member performs work on behalf of the company, in addition to board work, consultancy fees and other remuneration for such work may be paid by special resolution of the board of directors. No remuneration shall be paid for board work in addition to the board fee resolved by the general meeting.

8. Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability.

9. Information on material changes in the guidelines and shareholders’ comments

Compared to the previously adopted guidelines, the following amendments have been made to these proposed guidelines:

• amendment regarding the possibility for the board to introduce long-term cash-based incentive programs for key personnel within the Pricer group, and
• amendment regarding consultancy fees to board members who perform work on behalf of the company in addition to board work.

Apart from the above, no significant changes have been made to these proposed guidelines, compared to the previously adopted guidelines. The board of directors has received comments from certain major shareholders regarding the drafting of the proposed amendments to the guidelines and has taken these into consideration.

Item 15: Resolution on long term incentive program in the form of warrants for certain employees

The board of directors proposes that the annual general meeting resolves to issue not more than 400,000 warrants to the company for subsequent transfer within the scope of a long term incentive program for employees within the Pricer group as follows.     

In total, the incentive program will encompass not more than 11 individuals. The incentive program entails that employees within the Pricer group are offered to acquire warrants at market value calculated according to the Black-Scholes valuation formula. Furthermore, future employees within the Pricer group can be invited to acquire warrants at market value. The participant must have entered into pre-emption agreement with the company to be entitled to participate in the incentive program.

Each warrant shall entitle the holder to subscribe for one new class B share in the company at an exercise price equal to 130 percent of the volume-weighted average price of the company’s class B share on Nasdaq Stockholm during the period of ten trading days falling immediately before the offer for subscription of the warrants, however as a minimum the quota value of the share. In accordance with customary conditions, the number of class B shares that each warrant entitles to will be recalculated should the company resolve on a share split, consolidation of shares, issue, etc.

Each warrant shall entitle the holder to subscribe for one new class B share in Pricer AB (publ) during the period commencing on 1 August 2028 (however not earlier than the day after the publication of the company’s interim report for the period Q2 2028) and up to and including 1 September 2028.

The price per warrant upon transfer to the participants shall be established by the company, or by an independent appraiser or auditor firm retained by the company, as soon as possible after the average price as referred to above has been established, and correspond to the market value of the warrant calculated in accordance with the Black-Scholes valuation model. The full terms and conditions for the warrants have been resolved by the board of directors and made available to the shareholders in accordance with below. The exercise price and number of class B shares that each warrant entitles to subscribe for may be subject to adjustments as set forth in section 8 of the terms and conditions of the warrants.

The last day for acquisition of warrants shall be 30 November 2025. The board of directors will to the extent possible strive to achieve a period before the warrants can be exercised of three years even for employees that are offered to participate in the program after the first grant date. The board of directors shall be able to cancel warrants that have not been transferred to participants or that have been repurchased from participants.

For participants who subscribe after the first grant date, acquisitions must be made at the current market value on such later day of allocation.

The company shall, in connection with the allocation of the warrants to the participants in the program, and with certain exceptions, reserve a pre-emption right regarding the warrants if the participant’s employment within the group is terminated or if the participant wishes to transfer its warrants prior to the warrants being exercisable.

Allocation of warrants

Not more than 11 employees within the Pricer group shall, provided that they have entered into a pre-emption agreement with a company within the Pricer group, be entitled to acquire warrants. The maximum number of warrants per participant in the program follows from the table below.

Category	Maximum number of warrants per person	Maximum total number of warrants per category
CEO	100,000	100,000
Other members of management (5 persons)	50,000	250,000
Other employees (5 persons)	10,000	50,000

Preliminary valuation, costs and dilution etc.

The total cost for the company for the incentive program is limited and is estimated not to exceed SEK 100,000 during the term of the program.

The market value of a warrant under the program is, pursuant to preliminary valuation in accordance with Black & Scholes valuation model, SEK 1.6948. The preliminary valuation is based on the assumption that the volume-weighted average price of the company’s class B share on Nasdaq Stockholm during the period of ten trading days immediately preceding the offer to subscribe for the warrants, will amount to SEK 7.64, resulting in a subscription price of SEK 9.93 per class B share upon exercise of the warrants, and the assumption of a volatility of 40 percent, a risk-free interest rate of 2.0 percent, a dividend yield of 0 percent and a term of three years. In connection with transfers of warrants to participants, the market value will be established based on updated assumptions and then-known parameters.

The warrants will be transferred at market value and, therefore, no social security contributions are to be paid by the group in relation to the issue of the warrants.

Based on the number of shares in Pricer of the date of the notice to the annual general meeting, the dilution effect of the warrant program will amount to approximately 0.24 percent. Taking into account also the shares which may be issued pursuant to previously implemented incentive programs in the company the maximum dilution amounts to 0.48 percent on a fully diluted basis.

The incentive program is only expected to have a marginal effect on the company’s key ratios.

The rationale for the incentive program

The rationale for the incentive program is to create opportunities to motivate and retain competent employees within the Pricer group as well as to increase the motivation of meeting and exceeding the company’s targets. The incentive program has been established as it is deemed desirable for employees within the Pricer group to also be shareholders of the company. The board of directors considers that the adoption of the incentive program as described above is in the favour of the group and the shareholders in the company. 

Preparation of the proposal

The incentive program has been prepared by the board of directors in consultation with external advisors. In addition, the proposal has been prepared by the board of directors’ remuneration committee and has been reviewed at meetings of the board of directors during the spring of 2025.

For a description of the company’s other long term incentive programs, please see Pricer’s annual report for 2024, note 4, the company’s remuneration report and the company webpage www.pricer.com.

Majority requirements

A resolution in accordance with the proposal requires that it is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.

Item 16: Resolution on authorisation for the board to resolve to issue new shares

The board proposes that the annual general meeting authorise the board, on one or more occasions before the next annual general meeting, with or without disapplication of the shareholders' preferential rights, to resolve to issue new class B shares at a number that does not exceed 10 percent of the total number of outstanding class B shares in the company at the time of utilisation of the authorisation. New issues of shares may be paid for with cash payment, and/or non-cash consideration or by set-off. The purpose of the authorisation is to give the board flexibility in its work to ensure that the company may secure funding.

The CEO shall have the right to make the adjustments in the decision on authorisation that may prove necessary in connection with registration with the Swedish Companies Registration Office.

A resolution in accordance with the proposal requires that it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

Item 17: Resolution on authorisation for the board to resolve on transfer of own shares

The board proposes that the annual general meeting resolve to authorise the board to, on one or several occasions during the period up until the annual general meeting 2026, resolve on transfers of own shares mainly in accordance with the following:

1. Transfer of own shares may be made on Nasdaq Stockholm.
2. Transfer may also be made otherwise, with or without deviation from the shareholders’ preferential rights, against payment in cash, set-off, non-cash consideration or otherwise on specific terms.
3. The maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the board’s resolution to transfer the shares.
4. Transfer of own shares on Nasdaq Stockholm shall be made at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.
5. In the event of transfers other than on Nasdaq Stockholm, the price shall be determined so that it is not less than what is in line with market conditions, whereby a market discount in relation to the share price may be applied.

The authorisation is intended to be used for the purposes of covering costs related to the company’s incentive programs.

A resolution in accordance with the proposal requires that it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

DOCUMENTS

Complete proposals and statements under the Swedish Companies Act, including the auditor’s statement, as well as accounting documents and audit report for 2024, will be available at the company’s offices on Hälsingegatan 47, 113 31 Stockholm, and on the company’s website, www.pricer.com, no later than three weeks before the general meeting. Copies of the documents will be sent to those shareholders who so requests and state their postal address.

INFORMATION AT THE MEETING

The board and the CEO shall, if any shareholder so requests and the board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances which may affect the assessment of the company’s or subsidiaries’ financial position and circumstances that may affect the company’s relation to other companies within the group.

NUMBER OF SHARES AND VOTES

As per the day of this notice, the number of shares in the company totals 163,965,137, of which 225,523 are shares of class A, representing a total of 1,127,615 votes, and 163,739,614 are class B shares, representing a total of 163,739,614 votes. As per the day of this notice, the company holds 588,384 of its own class B shares.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, please see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

If you have questions regarding our processing of your personal data, you can contact us by emailing info@pricer.com. Pricer AB has company registration number 556427-7993 and the board’s registered office is in Stockholm municipality.

____________

Stockholm in April 2025

Pricer AB (publ)

The Board of Directors

Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.

For further information, please contact:

Magnus Larsson, President and CEO, +46 704 316851

Claes Wenthzel, tf CFO, 070-862 01 22

info@pricer.com

About Pricer

Pricer is a pioneer and partner for in-store communication and digitalization in the rapidly evolving retail tech landscape. As a global technology leader, we empower leading retailers worldwide to shape effortless and inspiring shopping experiences that fundamentally change buying behaviors, boost sales, and drive operational efficiency. Leveraging cutting-edge innovation, we deliver scalable, high-performing solutions that easily integrate with existing systems, are energy-efficient, and user-friendly. Founded in Sweden in 1991 and listed on Nasdaq Stockholm, Pricer has delivered over 350 million electronic shelf labels in more than 28,000 stores across more than 70 countries. For further information, please visit  www.pricer.com