Extraordinary General Meeting in BE Group AB
Notice is given to the shareholders of BE Group AB (publ), reg. no. 556578-4724 (“BE Group” or the “Company”) of the extraordinary general meeting to be held on Tuesday 16 December 2025 at 10.00 CET, at the Company’s headquarters, Krusegatan 19 b, 212 25 Malmö.
Right to attend and notice of attendance
A shareholder who wishes to participate in the extraordinary general meeting must:
- be listed as a shareholder in the share register prepared by Euroclear Sweden AB as of the record date on Monday 8 December 2025, and
- notify the Company of the intention to attend the meeting no later than Wednesday 10 December 2025.
Notification of attendance can be made by telephone +46 40 38 42 00 or by email to EGM@begroup.com. Notice of attendance can also be made by post to BE Group AB, att: Extraordinary General Meeting, Box 225, 201 22 Malmö. The notice of attendance shall state name, personal identity number/corporate identity number, address, telephone number, e-mail address, shareholding and details of representatives, proxies or advisors (maximum two). Where applicable, the notification should be accompanied by a power of attorney, certificate of registration and other authorisation documents.
Proxy and power of attorney
If a shareholder is to be represented by proxy, the proxy must bring a written and dated power of attorney signed by the shareholder in original to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorisation document for the legal entity. Power of attorney forms are available at the Company and on the Company's website, www.begroup.com, and will be provided by post upon request. In order to facilitate the entrance to the meeting, a copy of the power of attorney and other authorisation documents should be attached to the notice of attendance.
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, through a bank or other nominee, must, in addition to giving notice of attendance for the meeting, have the shares registered in its own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 8 December 2025. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registrations made no later than 10 December 2025 will be taken into account in the preparation of the share register.
Proposal for agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two person(s) to approve the minutes
6. Determination of whether the meeting has been duly convened
7. Resolution on reduction of the share capital without cancellation of shares for allocation to non-restricted equity
8. Resolution to amend the articles of association
9. Closing of the meeting
Proposed resolutions
Election of chairman of the meeting (item 2)
The board of directors propose that lawyer Micael Karlsson, Advokatfirman Delphi be appointed chairman of the meeting.
Resolution on reduction of the share capital without cancellation of shares for allocation to non-restricted equity (item 7)
The board of directors proposes that the extraordinary general meeting resolves to reduce the Company's share capital by a total of SEK 341,280,227.48 (corresponding to approximately SEK 17.5 per share) for allocation to non-restricted equity. Following the reduction of the share capital, the share capital will amount to SEK 48,754,315.00. The reduction shall be made without cancellation of shares, which means that the share’s quota value will change from SEK 20.0 to SEK 2.5 per share. The Company's current share capital amounts to SEK 390,034,542.48. Since the reduction is carried out without cancellation of shares, all shareholders' ownership will remain unchanged. The reduced amount is transferred from restricted equity to unrestricted equity and can thus be used to a greater extent within the framework of BE Group’s operations.
During the autumn of 2025, BE Group carried out a rights issue with preferential rights for shareholders which was resolved by the board of directors on 15 July 2025 and approved by an extraordinary general meeting on 25 August 2025 (the "Rights Issue"). The Rights Issue was subscribed to a total of approximately 229 per cent. Through the Rights Issue, the Company's share capital increased by SEK 129,832,047 through a new issue of 6,491,602 shares. The subscription price in the Rights Issue amounted to SEK 22 per share and was thereby only two (2) SEK above the share’s quota value of the share.
The board of directors has, with the assistance of external advisers, analysed the Company's capital structure and compared it to other listed companies of the same size and concluded that the share capital is unusually high. As a result of the Rights Issue, the Company's share capital amounts to SEK 390,034,542.48, which the board of directors considers creates unnecessary restrictions on the Company's financial flexibility. Since a large part of the capital received through the Rights Issue constitutes restricted equity in the form of share capital, the Company’s scope for action to fully utilise the inflowed capital from the Rights Issue is limited. It is therefore the board of directors' assessment that a reduction in the share capital is beneficial for both the Company and the shareholders.
A resolution in accordance with this proposal requires approval from the Swedish Companies Registration Office or a general court. Provided that the necessary permits are obtained, the resolution on reduction is expected to be implemented during February 2026. The CEO, or the person appointed by the board of directors, shall be authorised to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.
The resolution on reduction of the share capital is conditional upon the general meeting resolving to amend the articles of association in accordance with item 8 below.
Resolution to amend the articles of association (item 8)
In order to enable the reduction of the share capital proposed in item 7 above, the board of directors proposes that the extraordinary general meeting resolves to amend the articles of association by adopting new limits on the share capital in article 4 in accordance with the following.
| Current wording: The share capital shall be not less than SEK 150,000,000 and not more than SEK 600,000,000. | Proposed new wording: The share capital shall be not less than SEK 45,000,000 and not more than SEK 180,000,000. |
The CEO, or the person appointed by the board of directors, shall be authorised to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.
The resolution is conditional upon the general meeting resolving on a reduction of the share capital in accordance with item 7 above.
Majority requirement
The general meeting’s resolution to reduce the share capital of the Company in accordance with item 7 and to amend the articles of association in accordance with item 8 is valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Available documents
Complete proposals for resolutions are included in the notice. Proxy forms and other documents in accordance with the Swedish Companies Act (2005:551) will be available at the Company's office at Krusegatan 19 b, 212 25 Malmö, Sweden, and on the Company's website www.begroup.com, for at least three weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide an address or an email address.
Information at the general meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) regarding circumstances that may affect the assessment of an item on the agenda or the assessment of the Company's financial situation.
Number of shares and votes in the Company
As of the date of this notice, the total number of shares and votes in the Company amounts to 19,501,726. The Company's holding of own shares amounts to 26,920, which does not entitle to voting rights as long as the Company holds the shares.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting;
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
If you have any questions regarding the Company's processing of personal data, please contact us by e-mail integrity@begroup.com. BE Group AB (publ) has corporate identity number 556578-4724 and the board of directors has its registered office in Malmö.
Malmö in November 2025
BE Group AB (publ)
The board of directors