Safestate Group AB (publ): Notice of the Annual General Meeting of Safestate Group AB (publ)
The shareholders of Safestate Group AB (publ), reg.no. 559005-9415 (the "Company"), are hereby invited to attend the annual general meeting on 30 June 2026, at 13:00 p.m. at the offices of Eversheds Sutherland Advokatbyrå, located at Sveavägen 20, 3rd floor, Stockholm. Registration begins at 12:45 p.m.
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the annual general meeting in Safestate Group AB (publ), and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
Right to PARTICIPATE and NOTIFICATION
Shareholders wishing to participate in the annual general meeting must
- be recorded as shareholders in the share register maintained by Euroclear Sweden AB as of 22 June 2026,
- and must notify the Company of their intention to attend the annual general meeting no later than 24 June 2026, via email to [email protected] or by mail to Safestate Group AB, attn: "AGM 2026," Karlavägen 102, 115 26 Stockholm. When registering, the shareholder must provide their name, personal or organization number, address, and telephone number, as well as, if applicable, information regarding any assistants (maximum of 2).
NOMINEE-REGISTERED SHARES
Shareholders who have had their shares registered with a nominee through a bank or other trustee must have their shares registered in their own name to be entitled to participate in the annual general meeting. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee's procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than 24 June 2026, will be taken into account when compiling the shareholder register.
PROXIES, ETC.
Shareholders represented by a proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. The term of validity of the power of attorney may be a maximum of five years if specifically stated. If no term of validity is specified, 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 incorporation or equivalent for the legal entity must be attached. A copy of the power of attorney and any certificate of incorporation should be sent by mail to the Company at the address provided above well in advance of the meeting. Furthermore, the original power of attorney must be presented at the meeting. The proxy form will be available on the Company's website (www.safestate.com) no later than three weeks before the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of a chairman for the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the consolidated financial statements and the consolidated auditor's report
- Resolutions regarding:
a) adoption of the consolidated income statement and consolidated balance sheet
b) the appropriation of the Company's profit or loss in accordance with the adopted balance sheet
c) discharge from liability for the members of the board of directors and the CEO - Resolutions regarding board and auditor fees
- Election of the board of directors and auditors
- Resolution regarding guidelines for the nomination committee
- Resolution regarding authorization for the board to decide on share issues
- Authorization for the board to make minor adjustments to the resolutions adopted at the meeting
- Closing of the annual general meeting
THE NOMINATION COMMITTEE'S PROPOSALS FOR RESOLUTIONS
Item 2 - Election of a chairman for the meeting
The nomination committee proposes that lawyer Gabriel Albemark (Eversheds Sutherland Advokatbyrå), be elected as chairman of the meeting.
Item 9 - Resolution on board and auditor fees
The nomination committee proposes that fees be paid to board members who are not employees of the Company, including the chairman of the board, in the amount of SEK 125,000 per year (excluding social security contributions).
It is proposed that remuneration to the auditor be paid in accordance with an approved invoice.
Item 10 - Election of the board of directors and auditor
The nomination committee proposes that the board of directors, for the period until the end of the next annual general meeting, consist of five (5) ordinary members without alternates. The nomination committee proposes the re-election of Daan Donders, Børge Granli, Mattias Kaneteg, Johan Kämpe, and Daniel Bisley as ordinary members of the board. Mattias Kaneteg is proposed to be elected as chairman of the board.
The nomination committee proposes the re-election of the registered auditing firm RSM Sverige AB as the Company's auditor for the period until the end of the next annual general meeting, with authorized public accountant Robert Hasslund as the auditor in charge.
Item 11 - Resolution on guidelines for the nomination committee
It is proposed that the meeting adopt guidelines for the appointment of a nomination committee for the 2027 annual general meeting as follows. The chairman of the board shall contact the three largest shareholders in the Company and ask them to appoint one representative each to form, together with the chairman of the board, the nomination committee. If any shareholder waives their right to appoint a representative, the shareholder who is subsequently the largest in terms of voting rights shall be offered the opportunity to appoint a representative. The nomination committee shall be tasked with preparing a proposal on the matters below to be submitted to the annual general meeting for a resolution.
- chairman at the annual general meeting
- Number of board members
- Remuneration for board members, broken down between the chairman and other members, as well as for any committee work
- Board members and the chairman of the board
- Fees for the auditor
The Board's proposed resolutions
Item 8 (b) - Resolution regarding the appropriation of the Company's profit or loss in accordance with the adopted balance sheet
The board proposes that the Company's earnings be appropriated in accordance with the board's proposal in the annual report. The board further proposes that no dividend be paid for the 2025 financial year.
Item 12 - Resolution to authorize the board of directors to decide on share issues
The board of directors proposes that the annual general meeting resolve to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, decide to increase the Company's share capital through a new issue of shares, convertibles, and/or warrants to the extent permitted by the limits set forth in the articles of association in effect from time to time.
New issues of shares, convertibles, and/or warrants may be made with or without deviation from shareholders' preferential rights, and with or without provisions regarding non-cash contributions, set-off, or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not, based on this authorization, decide on issuances to members of the board within the group, employees, or others.
The purpose of the authorization is to increase the Company's financial flexibility and the board's scope for action. If the board of directors decides on an issuance in deviation from the shareholders' preferential subscription rights, the reason must be to enable the raising of capital for the financing of the Company's operations, the commercialization and development of the Company's products and intellectual property rights, and/or the acquisition of other companies or businesses.
For a resolution under this section to be valid, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
Item 13 - Special authorization for the board of directors to make minor adjustments to the resolutions adopted at the annual general meeting
The board of directors proposes that the annual general meeting authorizes the board of directors, the CEO, or any other person appointed by the board 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
Documents and Information
The notice of meeting, documents required by the Swedish Companies Act, proxy forms, as well as financial statements and the auditor's report for 2025 will be made available to shareholders at the Company no later than three weeks prior to the meeting and will be sent free of charge to shareholders who request them and provide their mailing address. The documents will also be published on the Company's website, www.safestate.com, no later than the same day.
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The board of directors and the CEO shall provide such information if the board deems that it can be done without causing material harm to the Company.
Processing of Personal Data
The personal data collected from the share register maintained by Euroclear Sweden AB, received notifications, mail-in voting forms, and information regarding proxies and assistants will be used for registration, the preparation of the voting list for the annual general meeting, and, where applicable, the minutes of the meeting. For information on the processing of personal data, see Euroclear's privacy policy, available at https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Number of Shares and Votes
As of the date of this notice, the total number of shares and votes in the Company is 40,203,226. The Company does not hold any of its own shares.
_____________________________
Stockholm, May 2026
Safestate Group AB (publ)
The board
For further information, contact
Investor relations Safestate Group AB (publ.)
Phone: +4673-409 24 40
Email: [email protected]
About Safestate Group
Safestate Group AB (publ) is a European cybersecurity platform company focused on protecting small and mid-sized businesses and consumers at scale. Through a growing portfolio of cybersecurity solutions, insurance services and strategic partnerships, Safestate provides high-volume, low-touch cyber protection delivered via leading resellers, telecom and hosting partners across Europe. With an active M&A strategy and a rapidly expanding partner ecosystem, Safestate is building a highly scalable European cybersecurity platform designed to serve hundreds of thousands of businesses and millions of consumers.
Om Safestate
Safestate levererar innovativa affärslösningar inom IT-säkerhet, integritetsskydd och avancerade AI-baserade datalösningar.
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