Registration<\/strong>
Shareholders who wish to participate in the AGM in person must:<\/p>\n

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• Firstly, be registered in the register maintained by Euroclear Sweden AB per Monday, 13 May 2024, as well as<\/li>\n<\/ul>\n
  \n
  • Secondly, notify their intention to participate to the Company, no later than Wednesday 15 May 2024 at the address Fragbite Group AB (publ), \u00c5s\u00f6gatan 108, 118 29 Stockholm, or by e-mail to ir@fragbitegroup.com<\/a> (use \u201cAGM 2024\u201d as subject). The notification shall include name and Swedish personal or company registration number, and telephone number.<\/li>\n<\/ul>\n

    Participation by proxy<\/strong>
    Shareholders who are represented by proxy must issue a written and dated power of attorney. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the AGM. A proxy form is available at the Company\u2019s website, www.fragbitegroup.com<\/a>. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.<\/p>\n

    Trustee-registered shares<\/strong>
    Shareholders who have had their shares registered in the name of a bank or other trustee must \u2013 in addition to notifying the Company \u2013 request that the shares are temporarily re-registered in the shareholder's own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB on Monday 13 May 2024. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective trustee's procedures, request that the trustee makes such a registration. Voting rights registration requested by the shareholder in such time that the registration has been made by the trustee no later than Wednesday 15 May 2024, will be considered in the preparation of the share register.<\/p>\n

    Proposed Agenda<\/strong>
    1) Opening of the AGM and election of chairperson of the AGM<\/p>\n

    2) Establishment and approval of the voting list<\/p>\n

    3) Approval of the agenda<\/p>\n

    4) Election of one or two persons to verify the minutes<\/p>\n

    5) Determination whether the AGM has been duly convened<\/p>\n

    6) Presentation of the annual report and the auditor's report and, when applicable, the consolidated financial statements and the consolidated auditor's report<\/p>\n

    7) Resolution on:
    a) adoption of the income statement and balance sheet, and the consolidated income statement and balance sheet,
    b) appropriation of the Company\u2019s results according to the adopted balance sheet, and
    c) discharge from liability for the Board of Directors and the CEO<\/p>\n

    8) Resolution on the number of board members, deputies and auditors<\/p>\n

    9) Determination on remuneration for the Board of Directors and the auditor<\/p>\n

    10) Election of Board of Directors, chairperson of the board and auditor<\/p>\n

    11) Resolution on authorisation for the Board of Directors to resolve on issues of shares, warrants and\/or convertibles<\/p>\n

    12) Closing of the AGM<\/p>\n

    Proposed resolutions<\/strong><\/p>\n

    Item 1 \u2013 Opening of the AGM and election of chairperson of the AGM<\/strong><\/em>
    The Nomination Committee for the AGM 2024 has consisted of Patrik Sandberg (appointed by Barbarian Group AB), Johan Ekberg (appointed by Santhe Dahl) and Michael Lundgren (appointed by Mikael A Pettersson).<\/p>\n

    The Nomination Committee proposes that lawyer Maria Arnoldsson from Cirio Advokatbyr\u00e5 AB, is elected as chairperson of the AGM.<\/p>\n

    Item 7b \u2013 Resolution on appropriation of the Company\u2019s results according to the adopted balance sheet<\/strong><\/em>
    The Board of Directors proposes that the Company's results shall be carried forward and that no dividend shall be made for the financial year 2023.<\/p>\n

    Item 8 \u2013 10 Resolution on the number of board members, deputies and auditors, determination on remuneration for the Board of Directors and the auditor and election of Board of Directors, chairperson of the Board of Directors and auditor<\/strong><\/em>
    No later than in conjunction with the AGM, the Nomination Committee intends to revert with proposals regarding the number of board members, deputies, remuneration for the Board of Directors and election of Board of Directors as well as chairperson of the Board of Directors.<\/p>\n

    The Nomination Committee proposes that the remuneration to the auditor is paid according to approved invoice.<\/p>\n

    The Nomination Committee proposes, for the period until the end of the next AG, the re-election of Revideco AB as auditing firm, which has announced its intention to appoint Erik Emilsson as auditor in charge.<\/p>\n

    Item 11 \u2013 Resolution on authorisation for the Board of Directors to resolve on issues of shares, warrants and\/or convertibles<\/strong><\/em>
    The Board of Directors proposes that the AGM authorises the Board of Directors to, on one or more occasions until the next AGM, within the limits of the articles of association, resolve to issue new shares, warrants and\/or convertibles. The Board of Directors shall be able to resolve on issue of shares, warrants and\/or convertibles against cash payment, with deviation from the shareholders\u2019 preferential rights and\/or with a provision for contribution in kind, or by set-off claims, or on other terms under Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act.<\/p>\n

    The issues, in accordance with this authorisation, shall take be made on market terms, subject to a market-based issue discount where applicable. The Board of Directors shall be authorised to determine the terms and conditions for issues under this authorisation and who shall be entitled to subscribe for shares, warrants and\/or convertibles. The purpose for the Board of Directors to be able to resolve on issue of shares, warrants and\/or convertibles against cash payment, with deviation from the shareholders\u2019 preferential rights and\/or through payment in kind or by set-off claims, or on other terms, in accordance with above, is that the Company shall be able to resolve on issue of shares, warrants and\/or convertibles in connection with acquisitions of companies or diversify the shareholder base, and be able to carry out issues for the purpose of raising capital for the Company.<\/p>\n

    The CEO, or the person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.<\/p>\n

    For resolution in accordance with the Board of Directors\u2019 proposal, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the AGM.<\/p>\n

    Disclosure at the AGM<\/strong>
    The Board of Directors and the CEO shall, if any shareholder so requests and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, disclose information about conditions that may impact assessment of an item of business on the agenda, about conditions that may impact assessment of the Company\u2019s or a subsidiary\u2019s financial situation, and about the Company\u2019s relationship with another group company.<\/p>\n

    Miscellaneous<\/strong>
    The annual report, audit report, proxy form, and other documents to be considered at the AGM, will be kept available at the Company's office, address as above, not later than three weeks prior to the AGM. The above-mentioned documents will further be available from the same date on the Company\u2019s website www.fragbitegroup.com<\/a>. Copies of such documents are also mailed free of charge to those shareholders who so request and provide their postal addresses. The documents will also be available and presented at the AGM.<\/p>\n

    For information on how your personal data is processed in connection to the AGM see the privacy policy available on Euroclear Sweden AB\u2019s website: https:\/\/www.euroclear.com\/dam\/ESw\/Legal\/Privacy-notice-bolagsstammor-engelska.pdf<\/a>.<\/p>\n

    Stockholm in April 2024
    Fragbite Group AB (publ)<\/strong>
    The Board of Directors<\/em><\/p>\n<\/div>\n

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    Attachments<\/strong><\/p>\n\n

    Fragbite Group (publ) – Notice of AGM 2024 (eng)<\/a><\/p>\n<\/div>\n