NOTICE OF EXTRAORDINARY GENERAL MEETING IN PRICER AB

The Extraordinary General Meeting of Pricer AB will be held on Tuesday 19 August 2025 at 10:00 a.m. at the premises of Advokatfirman Vinge at Smålandsgatan 20, SE-114 46 Stockholm, Sweden. Registration begins at 09.30 a.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 Monday 11 August 2025,

(ii)                  give notice to the company of their intention to attend no later than Wednesday 13 August 2025.

Notification of attendance may be given in writing to the company at the address Pricer AB, Attn: Extra bolagsstämma, Box 215, SE-101 24 Stockholm, Sweden or by e-mail to PricerEGM@vinge.se. 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 Extraordinary 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 Monday 11 August 2025. 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 have been made by the nominee no later than Wednesday 13 August 2025 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

  1. Opening of the general meeting;
  2. Election of chair of the general meeting;
  3. Drawing up and approval of the voting list;
  4. Approval of the agenda;
  5. Election of one or two persons to approve the minutes;
  6. Determination of whether the general meeting was duly convened;
  7. Determination of the number of board members and deputies;
  8. Election of new board member;
  9. Closing of the general meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Items 2, 7-8: Election of chair of the general meeting; determination of the number of board members and deputies; and election of new board member

The nomination committee of the company proposes that the Extraordinary 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 Extraordinary General Meeting or, in his absence, the one appointed by the nomination committee instead (item 2).
  • The board be composed of six (6) directors with no deputies (item 7).
  • Giulia Nobili be elected as new board member for the period until the end of the next annual general meeting. Giulia Nobili shall not receive any board fee (item 8).

Information about the proposed new board member follows below.

Giulia Nobili is 60 years old and holds a degree in Economics from Boston College as well as an MBA from Bocconi University. She has over 35 years of experience in corporates, boards, and investment banking, as well as in strategy, business development, and operations. Her career began in private equity at CVC, after which she worked in investment banking at Salomon Brothers and Lehman Brothers. In 1999, Giulia Nobili joined Telecom Italia with responsibility for international strategy and corporate development. In 2003, she joined Cable & Wireless as Group director for Strategy and Business Development. In 2007, Giulia Nobili joined Diageo as a member of the senior management team with responsibility for global M&A and integration management. Between 2011 and 2018, she was a partner in Ares Life Sciences, a private equity fund in healthcare managed by Waypoint Capital.

Since 2006, Giulia Nobili has been involved with Sterling Strategic Value Fund SA as a member of the Investment Committee. She is currently the chairman of the board of SSVL (Monaco) S.A.M., the investment advisor to Sterling Strategic Value Fund SA and its Sterling Active Fund. She is independent in relation to the company and its management, but dependent in relation to the company’s major shareholder Sterling Strategic Value Fund SA which, through its Sterling Active Fund, owns 21,860,298 shares in Pricer AB. Giulia Nobili holds no shares in Pricer AB.

INFORMATION AT THE MEETING

The board and the CEO shall, if requested by a shareholder and if the board deems that it can be done without material harm to the company, provide information regarding circumstances that may influence the assessment of an item on the agenda.

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 570,777 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 has company registration number 556427-7993 and the board’s registered office is in Stockholm municipality.

____________

Stockholm in July 2025

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.

Attached files