NOTICE OF ANNUAL GENERAL MEETING IN ARCTIC BLUE BEVERAGES AB
The shareholders of Arctic Blue Beverages, reg. no. 559361-7078 (the "Company"), are hereby convened to the annual general meeting on 15 June 2026 at 10:00 am CEST at the offices of Eversheds Sutherland Advokatbyrå, located at Sveavägen 20, 3rd floor, Stockholm. Registration begins at 9:45 am CEST.
RIGHT TO ATTEND THE ANNUAL GENERAL MEETING
Shareholders who wish to participate at the annual general meeting must
- be registered in the share register maintained by Euroclear Sweden AB as of 5 June 2026; and
- notify their attendance no later than 9 June 2026 by email to petri.hirvonen@arcticbluebeverages.com, or by mail to Eversheds Sutherland Advokatbyrå AB, Box 140 55, 104 40, Sweden, attn: AGM 2026. When registering, the shareholder must provide their name, shareholding, personal or organizational identification number, address, and telephone number, as well as, if applicable, information on assistants (up to two). The notification should, if applicable, be accompanied by powers of attorney, registration certificates, and other authorization documents.
NOMINEE REGISTERED SHARES
Shareholders who have registered their shares in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to have the right to attend the annual general meeting. Such registration can be temporary (so-called voting rights registration) and must be requested from the nominee according to the nominee's procedures. Voting rights registrations carried out by a nominee (registered with Euroclear Sweden AB) no later than 9 June 2026, will be taken into account in the preparation of the share register.
PROXY
Shareholders represented by proxy must issue a written proxy, signed and dated by the shareholder, to the proxy holder. The validity period of the proxy may be up to five years if specified. If no validity period is specified, the proxy is valid for up to one year. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. The original proxy and any registration certificates should be sent to the Company at the address provided above well in advance of the annual general meeting. The proxy form is available on the Company's website arcticbluebeverages.com/investors before the annual general meeting.
PROPOSED AGENDA
- Opening of the annual general meeting
- Election of chairperson of the annual general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the annual general meeting has been properly convened
- Presentation of the annual report and the auditor’s report and the group annual report and the group auditor’s report
- Resolution regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet,
- allocation of the profit or loss of the Company in accordance with the adopted balance sheet, and
- discharge from liability of the board of directors and the managing director
- Determination of remuneration to the board of directors and to the auditor and remuneration for committee work
- Election of the board of directors and auditor
- Resolution on dissolution of the nomination committee
- Resolution on authorization for the board of directors to decide on issues of shares, warrants and convertibles
- Resolution on authorization for the board of directors to make minor adjustments to the decisions
- Closing of the annual general meeting
THE NOMINATION COMMITTEE’S PROPOSALS FOR RESOLUTIONS
Item 2 - Election of the chairperson of the annual general meeting
The nomination committee proposes that lawyer Johan Engström (Eversheds Sutherland) will be elected as Chairperson of the annual general meeting.
Item 9 - Determination of remuneration to the board of directors and to the auditor and remuneration for committee work
It is proposed that remuneration to the board of directors, for the period until the end of the next annual general meeting, shall be EUR 12,000 to each of the members of the board of directors, and EUR 24,000 to the chairperson of the board of directors. The total remuneration to the board of directors shall amount to a maximum of EUR 60,000.
Furthermore, it is proposed that remuneration to the Company's auditor shall be paid in accordance with approved invoice.
For any committees, a meeting-based remuneration of EUR 200 per meeting is proposed for the ordinary members of the committee and EUR 500 per meeting for the chairperson of the committee.
Item 10 - Election of the board of directors and auditor
It is proposed that, for the period up to the end of the next annual general meeting, the number of Board members shall be four (4), without deputies.
It is proposed that Antti Villanen, Gustaf Björnberg, Petri Heino and Matti Nikkola will be re-elected as ordinary board members.
Antti Villanen is proposed for re-election as chairperson of the board.
It is proposed that Mikael Köver will be re-elected as the Company's auditor for the period until the end of the next annual general meeting.
OTHER PROPOSALS FOR RESOLUTIONS
Item 8b – Allocation of the profit or loss of the Company in accordance with the adopted balance sheet
The Board proposes that all available funds at the disposal of the annual general meeting be transferred to new accounts and that no dividend be paid for the financial year 2025.
Item 11 – Resolution on dissolution of the nomination committee
The board of directors proposes that the annual general meeting resolves to dissolve the nomination committee.
The background to the proposal is that the Company is not required to comply with the Swedish Corporate Governance Code and, consequently, is not required to maintain a nomination committee. In light of the size of the Company and the current ownership structure in connection with the administrative burden associated with maintaining the committee, the board of directors has concluded that it is justified to propose the discontinuation of the nomination committee.
Item 12 – Resolution on authorization for the board of directors to decide on issues of shares, warrants and convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors - on one or more occasions and at the latest until the next annual general meeting - to decide to increase the Company's share capital by issuing new shares, warrants and convertibles within the limits permitted by the articles of association from time to time.
New issues of shares, as well as issues of warrants and convertibles, may be made with or without deviation from the shareholders' preferential rights and with or without provision for contribution in kind, set-off or other conditions. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not, by virtue of this authorization, decide on issues to members of the board of directors of the group, employees and others. Issues resolved on the basis of the authorization shall be made on market terms.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to enable new issues of shares, warrants and convertibles to be made to increase the Company’s financial flexibility and/or the board of directors room for action.
The validity of the resolution referred to in this item requires the support of 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 – Resolution on authorization for the board of directors to make minor adjustments to the resolutions
The board of directors proposes that the annual general meeting authorizes the board of directors, the managing director or any other person appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted by the annual general meeting as are necessary for the registration of the resolutions.
OTHER
Documents
Complete proposals for resolutions as well as the annual report and audit report will be made available at the Company and on the Company's website (arcticbluebeverages.com/investors) and sent to shareholders who request it and provide their email or postal address.
Shareholders' right to information
Shareholders present at the annual general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) regarding matters that may affect the assessment of an item on the agenda and matters 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 of directors deems that it can be done without significant harm to the Company. Shareholders have the right to ask questions to the Company at the annual general meeting regarding the matters and proposals to be addressed at the annual general meeting.
Number of shares and votes in the Company
At the time of issuance of this notice, there are a total of 78,594,267 registered shares representing a total of 78,594,267 votes in the Company. The Company does not hold any of its own shares.
Processing of personal data
Personal data obtained through notifications, proxies, or through the share register maintained by Euroclear will only be used for necessary registration and the preparation of the voting list for 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.
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Stockholm in May 2026
Arctic Blue Beverages AB
The board of directors