NOTICE OF ANNUAL GENERAL MEETING IN THUNDERFUL GROUP AB

26 May 2026 · Attachments

The shareholders of Thunderful Group AB, org.nr 559230-0445 (the "Company"), are hereby invited to the annual general meeting on Tuesday 23 June 2026 at 15:00 CET at the Company's premises on Kvarnbergsgatan 2, 411 05, Gothenburg.

Right to attend and notification
Shareholders who wish to attend the annual general meeting must:

i. on the record date, which is Friday 12 June 2026, be registered in the share register maintained by Euroclear Sweden AB; and

ii. notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than Tuesday 16 June 2026. The notification shall be in writing to Thunderful Group AB (publ), Attn: "IR Bolagsstämma", Kvarnbergsgatan 2, 411 05 Gothenburg, Sweden or via e-mail to ir@thunderfulgroup.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsel and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended to the notification.

Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than Friday 12 June 2026 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 16 June 2026 will be considered in preparations of the share register.

Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Tuesday 16 June 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Proxy certificates are also accepted.

A proxy form will be available on the Company's website, www.thunderfulgroup.com, and will also be sent to shareholders who so request and inform the Company of their postal address.

Draft agenda

  1. Opening of the general meeting and election of the chair of the general meeting
  2. Preparation and approval of a voting list
  3. Election of one or two persons to certify the minutes
  4. Examination whether the meeting has been properly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditor's report and the group annual report and the group auditor's report
  7. Resolutions regarding:
    1. adoption of income statement and balance sheet and the group income statement and the group balance sheet,
    2. decision regarding the profit or loss of the Company in accordance with the adopted balance sheet, and
    3. discharge from liability of the board of directors and the managing director.
  8. Resolution regarding articles of association
  9. Resolution regarding articles of association
  10. Determination of fees to the board of directors and to the auditors
  11. Election of the board of directors and auditors
  12. Closing of the meeting

Proposed resolutions

Item 1: Opening of the meeting and election of the chair of the general meeting
It is proposed that Mikael Falkner, is appointed as chair of the general meeting or, in his absence, the person appointed by him.

Item 7.b: Resolution regarding decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.

Item 8: Resolution regarding articles of association
The board of directors of the Company proposes that the annual general meeting resolves to amend the articles of association in accordance with the following:

  1. It is proposed to amend the company category from public to private company.
  2. In view of the above, it is proposed to amend the Company's company name. The referral regarding public company is therefore removed. The articles of association § 1 will thereby have the following wording
    "The name of the company is Thunderful Group AB."
  3. It is further proposed to amend the limits for the number of directors. The articles of association § 5 will thereby have the following wording:
    "The board of directors shall consist of at least one and no more than three directors with no more than two deputy directors. If the board of directors consists of one or two directors, one or two deputy directors shall be appointed."
  4. Minor linguistic adjustments to the provision regarding the auditor are proposed.
  5. It is proposed that the provision regarding notice to convening a general meeting be amended in light of the company category being private. The articles of association § 7 will thereby have the following wording:
    "Notice of general meetings shall be made by mail or by e-mail to the shareholders no earlier than six weeks and no later than two weeks before the meeting."
  6. It is proposed that the provisions of the articles of association regarding the right to participate in a general meeting and the opening of the meeting be removed due to the company category being private. The subsequent provisions of the articles of association are therefore renumbered.
  7. It is proposed to make minor editorial amendments to the items addressed at the annual general meeting.
  8. It is proposed to introduce a new provision in the articles of association regarding the venue of the general meeting. The articles of association § 9 will thereby have the following wording:
    "A general meeting is to be held where the board of directors has its registered office or in the municipality of Stockholm."
  9. It is further proposed to amend the Company’s financial year from 1 January–31 December to 1 April–31 March. The articles of association § 10 will thereby have the following wording:
    "The fiscal year of the company is 1 April – 31 March."
  10. Finally, it is proposed to make certain linguistic and editorial amendments to the provision regarding the central securities depository clause.
  11. The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 9: Resolution regarding articles of association
It is noted that the proposal under this item is included as an item on the agenda of the annual general meeting on the condition that the proposal under item 8 is not supported by the requisite majority at the annual general meeting.

The board of directors of the Company proposes that the annual general meeting resolves to amend the articles of association in accordance with the following:

  1. It is proposed to amend the limits for the number of directors. The articles of association § 5 will thereby have the following wording:
    "The board of directors shall consist of at least three and no more than four directors with no more than two deputy directors."
  2. Minor linguistic adjustments to the provision regarding the auditor are proposed.
  3. It is proposed that the provision regarding the opening of the meeting be removed. The subsequent provisions of the articles of association are therefore renumbered.
  4. It is proposed to make minor editorial amendments to the items addressed at the annual general meeting.
  5. It is proposed to introduce a new provision in the articles of association regarding the venue of the general meeting. The articles of association § 10 will thereby have the following wording:
    "A general meeting is to be held where the board of directors has its registered office or in the municipality of Stockholm."
  6. It is further proposed to amend the Company’s financial year from 1 January–31 December to 1 April–31 March. The articles of association § 11 will thereby have the following wording:
    "The fiscal year of the company is 1 April – 31 March."
  7. Finally, it is proposed to make certain linguistic and editorial amendments to the provision regarding the central securities depository clause.
  8. The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 10-11: Determination of fees to the board of directors and to the auditors, and election of the board of directors and auditors
It is proposed that the board of directors shall consist of two directors with no deputies. It is proposed that a registered audit firm be appointed as auditor.

It is proposed that no remuneration is paid to the board of directors. It is proposed that remuneration to the Company's auditor shall be paid in accordance with an invoice approved by the Company.

It is proposed to elect Geoffroy Châteauvieux as director and Andreas Deptolla as deputy director.

It is further proposed to re‑elect the audit firm Öhrlings PricewaterhouseCoopers AB as auditor. Öhrlings PricewaterhouseCoopers AB has informed that Nicklas Kullberg will continue to serve as auditor in charge if Öhrlings PricewaterhouseCoopers AB is re‑elected as auditor.

In the event that the proposal under item 8 on the agenda does not obtain the requisite majority at the annual general meeting, the majority shareholder of the Company will present a new proposal regarding the number of directors, remuneration and proposed directors at the annual general meeting.

Majority requirements
Resolution in accordance with item 8 is only valid where supported by all shareholders present at the general meeting and such shareholders together represent at least nine tenths of all shares in the Company.

Resolution in accordance with item 9 is only valid where supported by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 757,866,228. The Company holds no own shares.

Other
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals, including the proposed articles of associations, and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company at Kvarnbergsgatan 2, 411 05, Gothenburg, Sweden and at the Company's website, www.thunderfulgroup.com,, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders are hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Gothenburg in May 2026
Thunderful Group AB
The board of directors

Attachments