PRICER: Notice of annual general meeting in Pricer AB (publ) 2026
The Annual General Meeting of Pricer AB (publ) will be held on Wednesday 13 May 2026 at 2:00 p.m. in the premises of Advokatfirman Vinge at Smålandsgatan 20, SE-114 46 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 Tuesday 5 May 2026,
(ii) give notice to the company of their intention to attend no later than Thursday 7 May 2026.
Notification of attendance may be given in writing to the company at the address Pricer AB (publ), Attn: Årsstämma, Box 6302, 102 35 Stockholm, Sweden or by e-mail to 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 Tuesday 5 May 2026. 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 has been made by the nominee no later than Thursday 7 May 2026 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
- Opening of the general meeting;
- Election of chair of the general meeting;
- Drawing up and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons to approve the minutes;
- Determination of whether the general meeting was duly convened;
- Presentation of the annual report and the auditor's report and the consolidated financial statements and the consolidated auditor's report;
- Resolutions on
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
- appropriation of the company's profit or loss according to the adopted balance sheet; and
- discharge from personal liability for the board members and the CEO;
- Determination of the number of board members and deputies and auditors and deputy auditors;
- Determination of fees to the board members and the auditors;
- Election of the board members as well as chairman of the board and auditors;
- Resolution on principles for appointment of the nomination committee before the annual general meeting 2027;
- Presentation of the remuneration report for approval;
- Resolution on authorisation for the board to resolve to issue new shares and/or warrants
- Resolution on authorisation for the board to resolve on transfer of own shares;
- Closing of the general meeting.
RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Items 2 and 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 are, for the coming term, proposed to total SEK 2,350,000 (2,350,000), of which SEK 700,000 (700,000) to the chairman of the board and SEK 350,000 (350,000) 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 (100,000) will be paid to the chair of the audit committee and an additional fee of SEK 75,000 (75,000) 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 Giulia Nobili. Linda Pimmeshofer 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 re-elected as the company's auditor, with the request that Victor Lindhall acts as auditor in charge, as proposed by the audit committee) (item 11).
Item 12: Resolution on principles for appointment of the nomination committee before the annual general meeting 2027
The nomination committee proposes that the annual general meeting resolve that the nomination committee before the annual general meeting 2027 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 2027: (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 2025 and that the company's available funds shall be balanced in a new account.
Item 14: Resolution on authorisation for the board to resolve to issue new shares and/or warrants
The board proposes that the annual general meeting resolves to authorise the board to, until the next annual general meeting, on one or more occasions, decide upon issuances of new class B shares and/or issuance of warrants. New issues of class B shares and issues of warrants may occur with or without preferential rights for shareholders of the company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on specific terms. The number of shares issued, or number of shares created in connection with exercise of warrants, may not correspond to a dilution of more than 10 percent of the total number of outstanding class B shares at the annual general meeting's resolution on the proposed authorisation, after full exercise of the hereby proposed authorisation. 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 15: 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 2027, resolve on transfers of own shares mainly in accordance with the following:
- Transfer of own shares may be made on Nasdaq Stockholm.
- 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.
- 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.
- 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.
- 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 2025, 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 request 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 14,269 are shares of class A, representing a total of 71,345 votes, and 163,950,868 are class B shares, representing a total of 163,950,868 votes. As per the day of this notice, the company holds 560,777 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 (publ) has company registration number 556427-7993 and the board's registered office is in Stockholm municipality.
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Stockholm in April 2026
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, CFO, +46 70-862 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 380 million electronic shelf labels in more than 28,000 stores across more than 80 countries. For further information, please visit www.pricer.com