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Notice of the Extraordinary General Meeting in Qliro AB

MARKN.

Shareholders in Qliro AB, reg. no. 556962-2441 (the “Company”), are hereby invited to attend the Extraordinary General Meeting on 10 April 2026 at 09:00 a.m. in Wigge & Partners Law KB’s offices at Birger Jarlsgatan 25 in Stockholm, Sweden. Registration for the meeting starts at 08:30 a.m. The Board of Directors has decided that shareholders may also be able to exercise their voting rights by post prior to the meeting in accordance with the Company’s articles of association.

Notification
Shareholders who wish to attend the meeting must be recorded as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances on 31 March 2026 and vote by post in accordance with the instructions under the header “Postal voting” below or notify their attendance at the meeting by 2 April 2026.

The notification should be sent by post to Wigge & Partners Law KB, “Qliro’s Extraordinary General Meeting 2026”, Birger Jarlsgatan 25, 111 45 Stockholm, Sweden, or by e-mail to bolagsstamma@wiggepartners.se. The notification must state the name, date of birth, registration number, address, telephone number and number of assistants (maximum two), if any.

Nominee registered shares
Shareholders who have their shares registered by a nominee must, to attend the meeting, in addition to voting by post or notify their attendance to the meeting, have the shares registered in their own name so that the shareholders are included in the prepared share register as of 31 March 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than on 2 April 2026 will be taken into account in the preparation of the register of shareholders.

Postal voting
A special form must be used for postal voting. The postal voting form is available on the Company's website, https://www.qliro.com/en-se/investor-relations-2. The completed and signed form for postal voting must be sent by post to Wigge & Partners Law KB, “Qliro’s Extraordinary General Meeting 2026”, Birger Jarlsgatan 25, 111 45 Stockholm, Sweden, or by e-mail to bolagsstamma@wiggepartners.se, no later than on 2 April 2026. The shareholder may not provide the postal vote with special instructions or conditions. If this is done, the entire postal vote is invalid. Additional instructions and conditions are provided in the form for postal voting.

Power of attorney
Shareholders represented by proxy must issue a written and dated power of attorney signed by the shareholder on behalf of the proxy. The power of attorney may not be older than one year, unless a longer period is specified in the power of attorney (maximum five years). The power of attorney is available on the Company's website, https://www.qliro.com/en-se/investor-relations-2. If the power of attorney is issued by a legal entity, the certificate of registration or an equivalent document must be attached. The power of attorney and any authorisation document must be sent by post to Wigge & Partners Law KB, “Qliro’s Extraordinary General Meeting 2026”, Birger Jarlsgatan 25, 111 45 Stockholm, Sweden, or by e-mail to bolagsstamma@wiggepartners.se, no later than on 2 April 2026.

Shares and votes
As of the date of this notice, there are 28,276,502 shares and votes in the Company, none of which are held by the Company.

Information to shareholders
The Board of Directors and the Chief Executive Officer shall, if requested by a shareholder and if the Board of Directors considers that this can be done without material damage to the Company, provide information on circumstances which may affect the assessment of an item on the agenda.

Proposed agenda

  1. Opening of the meeting
  2. Election of Chairman for the meeting
  3. Preparation 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 meeting has been duly convened
  7. Approval of the Board of Directors’ resolution on the overallotment issue
  8. Conclusion of the meeting

Proposals for resolution

2. Election of Chairman for the meeting
The Board of Directors proposes that attorney Henrik Fritz is elected Chairman of the Extraordinary General Meeting, or in his absence, the person appointed by the Board of Directors.

7. Approval of the Board of Directors’ resolution on the overallotment issue
The Board of Directors has, subject to subsequent approval by the general meeting, resolved to carry out a directed issue in respect of not more than 2,372,872 shares, entailing an increase in the share capital of not more than SEK 6,644,041.60 (the “Overallotment Issue”). The resolution shall otherwise be governed by the following terms and conditions.

(1) The right to subscribe for the new shares in the Overallotment Issue shall, with deviation from the shareholders’ preferential rights, be granted primarily to investors who have entered into subscription undertakings towards the Company in relation to its rights issue of shares (the “Rights Issue”), but who do not receive full allotment in the Rights Issue. Allotment in the Overallotment Issue shall primarily be made to investors who have, in advance, entered into subscription undertakings exceeding their respective preferential rights (if any) to new shares in the Rights Issue, and secondarily to others who have expressed an interest in subscribing for shares without primary or secondary preferential rights in the Rights Issue. In the event that allotment to such parties cannot be made in full, allotment shall be made pro rata in relation to their expressed interest and, to the extent this is not possible, by drawing of lots.

(2) The reasons for the deviation from the shareholders’ preferential rights are to meet the demand from those investors whose in advance have entered into subscription undertakings which have been a prerequisite for carrying out the Rights Issue under the prevailing terms. The Board of Directors has carefully considered various ways to accommodate the interest shown by investors and is of the opinion that it is beneficial to the shareholders, who are also offered the opportunity to subscribe for new shares in the Rights Issue, that the Company proceeds with the Rights Issue and, in the event of oversubscription, is given the opportunity to meet the strong demand from investors who have undertaken subscription undertakings to subscribe for an amount exceeding their preferential rights, as well as from others who have registered for subscription without preferential rights, by increasing the issue amount through the Overallotment Issue at a valuation that is attractive and market-based for the Company. In this context, the Board of Directors has particularly considered that the subscription price has been based on arm’s length negotiations between the Company and the investors whose subscription undertakings may be satisfied by the possibility to increase the issue amount through the Overallotment Issue. The subscription price in the Overallotment Issue corresponds to the subscription price in the Rights Issue.

(3) The Board of Directors has concluded that Rights Issue combined with the Overallotment Issue, compared to a larger rights issue or a directed issue, has been able to serve the Company’s and the shareholders’ interest in raising capital in a cost-effective manner without having to pay a guarantee fee, while also allowing existing shareholders to choose to participate in the Rights Issue. The Overallotment Issue also enables the Company to benefit from the additional interest in investing in the Company that could not otherwise be satisfied in the event of oversubscription in the Rights Issue, thereby further strengthening the Company’s working capital.

In view of the above, the Board of Directors of the Company has made the assessment that a directed share issue with deviation from the shareholders' preferential rights is the most favourable alternative for the Company and is in the best interest of all shareholders. The Board of Directors therefore makes the assessment that the reasons stated above for deviating from the shareholders' preferential rights outweigh the main rule that new issues shall be carried out with preferential rights for the shareholders

(4) The subscription price shall be SEK 17.00. The premium shall be added to the unrestricted premium reserve.

(5) Subscription for the new shares shall be made on a subscription list.

(6) Subscription and payment for the new shares shall be made no later than 20 April 2026. The Board of Directors is authorised to extend the time for subscription and payment.

(7) The new shares entitle to dividends for the first time on the record date for dividends that occurs immediately after the Overallotment Issue has been registered by the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.

(8) If a subscriber subscribes for shares that would result in the subscriber’s total shareholding exceeding a threshold triggering a notification obligation under the Screening of Foreign Direct Investments Act (2023:560), allocation shall initially only be made up to a level at which the subscriber remains below such threshold, and allocation of the portion of the subscription exceeding such level shall be conditional upon (i) the subscriber fulfilling its notification obligation; and (ii) the Inspectorate of Strategic Products adopting a decision, based on the subscriber’s notification, that the allocation may be carried out. Payment for such shares shall be made no later than the third (3) banking day after the conditions for the subscription have been satisfied.

The Board of Directors or a person appointed by the Board of Directors shall be authorised to make any minor adjustments and clarifications to the resolution, to the extent necessary for the registration and execution of the resolution.

A resolution in accordance with the Board of Directors’ proposal requires approval from at least two thirds of the votes cast and the shares represented at the meeting.

Further information
The Board of Directors’ complete proposals for resolution are presented by making them available on the Company’s website https://www.qliro.com/en-se/investor-relations-2, and at the Company’s office at Sveavägen 151 in Stockholm, Sweden. Copies of the above-mentioned documents will be sent free of charge to shareholders who request them by post to Qliro AB, "Qliro's Extraordinary General Meeting 2026", Box 195 25, SE-104 32 Stockholm, Sweden, or by e-mail to ir@qliro.com, and provide their postal address. The Extraordinary General Meeting share register is also available at the Company’s office.

Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/sweden/en/regelverk/GDPR.html.


Stockholm in March 2026
Qliro AB
The Board of Directors

Datum 2026-03-16, kl 22:25
Källa MFN