Notice to the Annual General Meeting of Thinc Collective AB

April 28, 2025
- 16: 36
Regulatory

The shareholders of Thinc Collective AB, 556854-8860, (“The company"Or"Thinc Collective”), you are hereby invited to the Annual General Meeting Tuesday, May 27, 2025 at 17:00 PM at the Company's head office at Södra Hamngatan 35 in Gothenburg. The meeting room will open at 16:45 for registration. Registration for participation at the Annual General Meeting will be discontinued when the meeting opens.

Right to participate and registration
Shareholders who wish to participate in the general meeting must

  • be entered in the share register maintained by Euroclear Sweden AB on Monday, May 19, 2025, and, if the shares are registered with a trustee, request that the trustee register the shares for voting rights no later than Wednesday, May 21, 2025, and
  • register with the company no later than Wednesday, May 21, 2025 by email to anmalan@thinccollective.se. Notification can also be made by telephone +46 31 712 73 00 (Monica Svalander) or in writing to Södra Hamngatan 35, 411 14 Gothenburg. The notification must state the full name, personal or corporate identity number, address, daytime telephone number and, where applicable, information about a representative or assistant (maximum 2) must be provided. The notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents (see “Agents etc.” below).

Nominee registered shares
Shareholders who have their shares registered in a nominee capacity, through a bank or other nominee, must, in order to be entitled to participate in the Annual General Meeting, temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed no later than Wednesday, May 21, 2025, which means that shareholders who wish to have such re-registration must notify the nominee of this in good time before the said date.

Agents etc.
If shareholders are to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (however, no longer than five years) has been stated in the power of attorney. If the power of attorney has been issued by a legal entity, the proxy must also bring a current registration certificate or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. The power of attorney form is available on the Company's website www.thinccollective.se and sent by mail to shareholders who contact the Company and provide their mailing address.

Number of shares and votes
The number of outstanding shares in the Company at the time of this notice totals 17,064,005. The Company holds no treasury shares.

Business at the meeting
Proposal for agenda

  1. The meeting is opened.
  2. Election of chairman at the meeting.
  3. Preparation and approval of the electoral roll.
  4. Approval of agenda at the meeting.
  5. Choice of one or two adjusters.
  6. Examination of whether the meeting has been duly convened.
  7. Presentation of annual report and audit report as well as consolidated financial statements and group audit report.
  8. Adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet.
  9. Decision on allocations regarding the company's results according to the approved balance sheet.
  10. Decision on discharge from liability for board members and CEO.
  11. Decision on the number of board members and auditors.
  12. Determination of fees for board members and auditor.
  13. Election of board members and chairman of the board.
  14. Election of auditor.
  15. Decision on principles for the composition of the nomination committee.
  16. Resolution authorizing the board to decide on new issues of shares and/or warrants and/or convertibles.
  17. Decision on adjustment authorization.
  18. Closing of the meeting.

The election committee
In accordance with a decision by the 2024 Annual General Meeting, a nomination committee has been established. The nomination committee has consisted of the Company's three largest owners, Anders Wallqvist, Peter Westman and Hans Jacobsson.

The Nomination Committee's proposal:

Election of chairman at the meeting (item 2)
The Nomination Committee proposes that Hans Jacobsson be elected Chairman of the Annual General Meeting, or in his absence, the person designated by the Board of Directors.

Decision on the number of board members and auditors (item 11)
The nomination committee proposes that the board of directors of Thinc Collective shall consist of four members and without deputies, and that a registered accounting firm be appointed as auditor.

Determination of fees for board members and auditor (item 12)
The remuneration to the board members is proposed to be 1,5 price base amounts to the board member, Gabrielle Helmer, who is not employed by the group and that no board fee shall be paid to the members who are already remunerated in any of the group's companies.

The Nomination Committee proposes that the auditor's fee be paid according to an invoice approved by the Company.

Election of Board members and Chairman of the Board (item 13)
For the period until the next Annual General Meeting, the Nomination Committee proposes the re-election of Hans Jacobsson, Gabriele Helmer, Maria Källsson and Staffan Petersson.

The Nomination Committee proposes the re-election of Hans Jacobsson as Chairman of the Board.

Detailed information about all persons proposed to be elected as board members is available on Thinc Collective's website, www.thinccollective..se.

Election of auditor (item 14)
The Nomination Committee proposes that the registered accounting firm BDO i Göteborg AB be elected as the Company's auditors for the period until the next Annual General Meeting. BDO i Göteborg AB has informed that the authorized public accountant Katarina Eklund will be appointed as the auditor in charge if BDO i Göteborg AB is elected as auditor.

Decision on principles for the composition of the nomination committee (item 15)
The Nomination Committee proposes that the Annual General Meeting resolves that Thinc Collective shall have a Nomination Committee consisting of at least one representative for each of the three largest shareholders in terms of votes as of September 30, 2025, and whose principles for composition and appearance shall otherwise in all material respects comply with the Code.

The board's proposed decision:

Decision on allocations regarding the company's results according to the adopted balance sheet (item 9)
The board of directors proposes that no dividend be paid for the 2024 financial year.

Authorization for the board of directors to decide on new issues of shares and/or warrants and/or convertibles (item 16)
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to, on one or more occasions during the period up to the next Annual General Meeting, decide on new issues of shares and/or convertibles and/or warrants. The number of shares that may be issued, the number of shares that may be subscribed for with the support of warrants to subscribe for new shares, and the number of shares that convertibles shall entitle to conversion into, shall in total amount to such a number as is within the limits of the articles of association regarding the number of shares and share capital.

The board's decision on the issue shall be possible with or without deviation from the shareholders' preferential rights.

The board's authorization shall include the right to decide on a cash issue, an issue in kind or that shares, convertibles or warrants shall be subscribed for with a right of set-off. In the event of a decision on an issue with a deviation from the shareholders' preferential rights, the starting point for determining the issue price shall be the market value of the share at the time of the respective issue.

The proposal for authorization to issue shares gives the board flexibility in its work to finance and enable continued expansion both organically and through acquisitions.

Furthermore, the authorization gives the Board the opportunity to, at any time, optimize the Company's capital structure.

The board, or the person appointed by the board, shall have the right to make minor adjustments to the decisions of the annual general meeting that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

For decisions in accordance with the proposal, it is required that the decision be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the general meeting.

Decision on adjustment authorization (item 17)
The board of directors proposes that the annual general meeting authorizes the board of directors to make minor adjustments and clarifications in decisions made at the meeting that may prove necessary to be able to register the decisions with the Swedish Companies Registration Office and/or Euroclear.

Provision of documents
Accounting documents, audit report and other documents that must be available according to the Companies Act will be available to shareholders no later than three weeks before the Annual General Meeting at the Company and on the Company's website, www.thinccollective.se and will be sent to shareholders who request it and provide their postal or e-mail address. The documents are presented, and the information is provided, by keeping them available at the Company and on the Company's website. The documents can be requested at the address Thinc Collective AB, Södra Hamngatan 35, 411 14 Gothenburg or by e-mail: anders.wallqvist@thinccollective.se.

Processing of personal data
For information about how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Gothenburg in April 2025
Thinc Collective AB (publ)
Board of Directors

For further information, please contact:

Anders Wallqvist, CEO, Thinc Collective AB
070-722 08 42
anders.wallqvist@thinccollective.se

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