Regulatory press release

Notice to attend the 2026 Annual General Meeting in 4C Group AB (publ)

The shareholders of 4C Group AB (publ), reg. no. 556706-0412, (the "Company") are hereby invited to the Annual General Meeting (the “Meeting”) on Thursday May 21, 2026, at 17.00 CEST at the Company, Vattugatan 17, 111 52 Stockholm, Sweden.

A. Right to attend the Meeting
Shareholders wishing to attend the Meeting must on the record date, which is Tuesday 12 May 2026, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Tuesday 12 May 2026, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 15 May 2026 will be considered in preparations of the share register. Shareholders must also notify their participation in in accordance with below stated.

B. Notification of attendance
Shareholders wishing to attend the Meeting shall notify their participation and that of any advisors (max 2) to the Company by e-mail to AGM@4cstrategies.com, no later than on Friday 15 May 2026. Notice of attendance shall include name, personal/ corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended to the notification. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. The proxy template is available on the Company’s webpage www.4cstrategies.com. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the Meeting and shall well before the Meeting be sent to the Company by e-mail to the address stated above.

C. Voting by post
Shareholders wishing to exercise their voting rights by postal voting prior to the Meeting shall use the postal voting form and follow the instructions available on the Company’s website, www.4cstrategies.com. Shareholders who wish to exercise their voting rights by postal voting are requested to submit the postal vote to the Company by e-mail to AGM@4cstrategies.com. The postal vote must be received by the Company no later than 15 May 2026. If a shareholder votes by proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must be enclosed with the form. A proxy form is available on the Company’s website, www.4cstrategies.com.

D. Draft agenda
1.       Opening of the Meeting and election of Chairman of the Meeting.
2.       Preparation and approval of the voting register.
3.       Election of one participant to verify the minutes, together with the Chairman of the Meeting.
4.       Determination of whether the Meeting was duly convened.
5.       Approval of the agenda.
6.       Presentation of Annual Report and Auditor's Report as well as Consolidated Financial Statements and the Auditor’s Report on the Consolidated Financial Statement for the income year 2025.
7.       Resolution:
a)       on the adoption of the Income Statement and Balance Sheet as well as the Consolidated Income Statement and Consolidated Balance Sheet;
b)      dispositions regarding the Company’s profit or loss according to the approved Balance Sheet and the approved consolidated balance sheet; and
c)       on discharge from liability of the Board of Directors and the CEO.
8.       Determination of remuneration for the Board of Directors, Committees and the Auditors.
9.       Determination of number of Board members.
10.   Election of:
a)       Board of Directors and Chairman of the Board; and
b)      Auditors.

11.   Resolution regarding principles for the Nomination Committee.

12.   Resolution regarding guidelines for remuneration to senior executives.
13.   Resolution to authorize the Board of Directors to issue shares, warrants and/or convertibles.
14.   Resolution regarding an incentive program for senior executives and employees within the group.
a)       Resolution regarding issue of warrants.
b)      Resolution regarding approval of transfer of warrants.

15.   Closing of the Meeting.


Proposals for resolution
Item 1: Opening of the Meeting and election of Chairman of the Meeting

The Nomination Committee for the Company has, prior to the Meeting, consisted of Erik Syrén, appointed by Hedskog Equity AB, Josef Weidman, appointed by Aktiebolag Grenspecialisten, Klas Lindström and adjunct member and chairman of the board, Andreas Hedskog. Together, Hedskog Equity AB, Aktiebolag Grenspecialisten and Klas Lindström represent approximately 27.64 percent of the total number of votes in the Company.

The Nomination Committee proposes that Chairman of the Board, Andreas Hedskog, is appointed as Chairman of the Meeting.

Item 2: Preparation and approval of the voting register
The Board of Directors proposes that the register prepared by the Company based on the Company’s share register, shareholders attending in person or through proxy and postal votes received by the Company is approved as voting register for the Annual General Meeting.

Item 7a: Adoption of the Income Statement and Balance Sheet and the Consolidated income statement and Consolidated balance sheet
It is proposed that the income statement and balance sheet and the consolidated income statement and consolidated balance sheet in the presented annual accounts are adopted.

Item 7b: Resolution on dispositions regarding profit or loss according to the approved Balance sheet and the approved consolidated balance sheet
It is proposed that all available funds are carried forward and that no dividends shall be paid.

Item 7c: Discharge from liability for the Board of Directors and the CEO.
It is proposed that the Board of Directors and the CEO, Jonas Jonsson, during 2025 are discharged from liability.

Item 8: Determination of remuneration to the Board of Directors, the Committees and the Auditors
It is proposed that the remuneration to the members of the Board of Directors shall remain unchanged from previous year, i.e.:

  • SEK 175,000 to each non-employed board member and SEK 350,000 to the chairperson of the board, provided he or she is not employed in the group.
  • SEK 25,000 to the chairperson of the committees and SEK 15,000 to other members of the committees.

It is proposed that fees to the auditor be paid according to an approved invoice.

Item 9: Determination of number of Board members.
The Nomination Committee proposes that the number of board members shall be six (6).

Item 10a): Election of the Board of Directors and Chairman of the Board
It is proposed to re-elect of the current board members Andreas Hedskog, Anders Fransson, Louise Bagewitz, Erik Ivarsson och Jörgen Ericsson. It is also proposed that Andreas Hedskog shall be re-elected as Chairman of the Board. Christine Rankin has declined re-election, and the Nomination Committee proposes Magnus Hansson as new member of the board.

Further information regarding the new proposed director

Name: Magnus Hansson

Background and education: Magnus Hansson has more than 25 years of experience in finance, accounting, and corporate management. He began his career as an auditor and has since held several senior finance positions, including CFO of Lime Technologies. He currently serves as Group CFO of Karnov Group AB. Magnus has also held a number of board assignments and has extensive experience in corporate governance and financial development in growth companies and publicly listed environments. He holds a Master’s degree in Accounting and Finance from Jönköping International Business School.

Current assignments: Group CFO Karnov Group AB. Member of the board in Karnov Group Denmark A/S, DIB Viden A/S, Karnov Group Holdco DK ApS, Norstedts Juridik AB, DIB Kunskap AB, Karnov AB

Previous assignments: CFO Lime Technologies AB (publ).

Year of Birth: 1973

Nationality: Swedish

Ownership in the Company: 0 shares

Independence: According to the Nomination Committee's assessment, Magnus Hansson is independent in relation to the Company and the Company's management, and independent in relation to the Company's major shareholders.

Further information regarding the proposed directors for re-election is available on the Company's website investors.4cstrategies.com and in the annual report for 2025.

Independence according to the Swedish Corporate Governance Code
After an assessment of the proposed directors' independence the nomination committee has found that their proposal for the composition of the Board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. With respect to the proposed members of the board, one may be considered dependent in relation to the Company and in relation to major shareholders. The other five proposed directors are considered independent to the Company, the management of the Company and the Company's major shareholders.

Item 10b): Election of the Auditors
The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, the election of the registered audit firm PricewaterhouseCoopers AB as the Company’s auditor for the period until the end of the next Annual General Meeting. PricewaterhouseCoopers AB has informed the Company that Victor Lindhall will serve as auditor in charge.

Item 11: Resolution regarding principles for the Nomination Committee
The Board of Directors proposes that the Annual General Meeting resolves to adopt principles for the Nomination Committee.

The complete proposal is available on the Company’s website.

Item 12: Resolution regarding guidelines for remuneration to senior executives
The Board of Directors proposes that the Annual General Meeting resolves to adopt guidelines for remuneration to senior executives.

The complete proposal is available on the Company's website.

Item 13: Resolution to authorize the Board of Directors to issue shares, warrants and/or convertibles
The Board of Directors of the Company proposes that the Annual General Meeting resolves to authorize the Board of Directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to not more than 10 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.

The purpose of the board to resolve issuances with deviation from the shareholders’ preferential rights in accordance with the above is primarily for the purpose of broadening the shareholder base, raising new capital to increase flexibility of the Company or in connection with acquisitions. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the Board of Directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the share’s quota value.

The Board of Directors or anyone appointed by the Board of Directors is given the right to make the necessary adjustments in connection with the registration of the resolution at the Companies Registration Office.

A resolution in accordance with this item requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

Item 14a: Resolution to issue warrants
The Board of Directors proposes that the general meeting resolves to issue a maximum of 1,020,000 warrants of series 2026/2028, following which the Company's share capital may increase by no more than SEK 17,850. The warrants shall entitle the holder to subscribe for new shares in the Company.

The following terms shall apply to the issuance:

1. The Company shall be entitled to subscribe for the warrants, with the right and obligation to, at one or more occasions, transfer such warrants to senior executives, employees and key individuals which are or becomes employees in the Company or the group, at a price of no less than the warrant's market value in accordance with the Black Scholes formula and otherwise at the terms applicable in the issue in accordance with what is stated in item 14b below.

2. The warrants shall be subscribed from and including 25 May 2026 up to and including 3 June 2026 on a separate subscription list. The Board of Directors is entitled to extend the time for subscription.

3. The Company has the right to subscribe for the warrants at no consideration.

4. Each warrant entitles the holder to subscribe for one new share in the Company during the period from and including 25 May 2028 up to and including 3 June 2028 or the earlier day set forth in the terms for the warrants. The Board of Directors has the right to extend the time for subscription for shares in the event that participants are prevented from subscribing for shares at the end of the subscription period due to the EU Market Abuse Regulation.

5. The subscription price shall be determined at a price corresponding to 150 percent of the average volume weighted price for the Company's share as quoted on Nasdaq First North Premier Growth Market from and including 7 May 2026 up to and including 20 May 2026. The calculated subscription price shall be rounded off to nearest even hundredths of a SEK, whereupon SEK 0.005 will be rounded to SEK 0.01. The subscription price may not be set below the quota value of the share. The share premium shall be transferred to the unrestricted premium reserve.

6. A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

7. The purpose of the issuance, and the deviation from the shareholders' preferential rights, is to establish Incentive Program 2026/2028. The purpose is to create conditions to retain and increase motivation with senior executives, employees and other key individuals in the Company and the group. The Board of Directors is of the opinion that it is in all shareholders' interests that senior executives, employees and other key individuals, which are assessed to be of importance for the development of the group, have a long-term interest of a positive value growth in the Company's shares. A long-term ownership engagement is expected to stimulate increased interest in the business and the earnings development in general as well as increasing the motivation for the participants and aims to achieve increased alignment of interest between the participant and the Company's shareholders. Furthermore, the program is expected to increase the possibility of recruiting competent personnel.

8. The reason why the vesting period under Incentive Program 2026/2028 is shorter than three years is that the Company is in an important growth phase and there is a need to create a clear incentive linked to the Company’s business plan over the coming two years. The Board of Directors therefore considers it to be in the best interest of the Company and its shareholders to apply a vesting period of less than three years. The Board further considers that the program is well-balanced from a shareholder perspective, with market-based terms and limited dilution.

9. The complete terms and conditions for the warrants are available at Company at least two weeks before the general meeting, which inter alia includes conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to. In addition, recalculation upon subscription of shares may be carried out using a so-called net strike formula. Net strike means that, upon exercise of the warrants, the holder pays a reduced subscription price (corresponding to the quota value) for the shares, in exchange for receiving a reduced number of shares.

10. The Board of Directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.

Item 14b: Resolution regarding approval of transfer of warrants
The Board of Directors propose that the general meeting resolves to approve that the Company may transfer such number of warrants in the Company of series 2026/2028, to current and future senior executives, employees and other key individuals in the Company and the group, or otherwise dispose of the warrants in order to ensure the Company's obligations under Incentive Program 2026/2028 in accordance with what is stated in this item 14b. Transfer of the warrants may only be made up until 3 June 2026. The Board of Directors of the Company shall have the right to extend the period for transfer.

Senior executives, employees and other key individuals within the Company and the group within the framework of Incentive Program 2026/2028 will be offered to purchase warrants within the framework of three different categories in accordance with the following:

A. The CEO may be offered a maximum of 150,000 warrants.

B. Swedish executives (excluding the CEO of the Company) consisting of up to five positions, of which each may be offered a maximum of 125,000 warrants, however totalling a maximum of 475,000 warrants within this category; and

C. Other employees and key individuals in the group consisting of up to 25 individuals, of which each may be offered a maximum of 30,000 warrants, however totalling a maximum of 395,000 warrants within this category.

The Company shall be entitled to retain warrants which are later to be offered to existing (who does not purchase their full share) and future senior executives, employees and other key individuals in the group within the framework of the proposed principles for acquisition and allotment. In the event that any individual within the abovementioned categories does not subscribe for their full share before 3 June 2026, such share may be transferred to another category and then exceed the maximum number of options for the category mentioned above.

Members of the Company’s Board of Directors shall not be covered by Incentive Program 2026/2028.

Transfer of warrants shall be made at a price corresponding to the warrant's market value at the date of the transfer, calculated in accordance with the Black Scholes formula or another accepted valuation formula. The valuation shall be performed by an independent valuation institute or audit firm. In connection with transfer of warrants to the participants, the Company shall, through an agreement reserve the right to repurchase warrants if the participant's employment or assignment in the group terminates (so called good leaver or bad leaver) or if the participant wishes to transfer the warrants. Warrants held by the Company may be cancelled by the Company following a resolution by the Board of Directors.

As the warrants are acquired by the participants at market value and require a positive share price development in the Company, no performance criteria are applied for the exercise of the warrants.

Preparations of the Board of Directors’ proposal for Incentive program 2026/2028, costs for the program, other outstanding share-based incentive programs, dilution etc.
The proposal on Incentive Program 2026/2028 has been prepared by the Board of Directors and its Remuneration Committee in consultation with external advisors.

Valuation
Transfer of warrants in Incentive Program 2026/2028 shall be made at a price corresponding to the warrant's market value. The market value of the warrants in Incentive Program 2026/2028 is, according to a preliminary valuation based on a market value of the underlying share of SEK 8.69, SEK 0.9 per warrant, assuming an exercise price of SEK 13.04 per share. The Black Scholes formula has been used for the valuation, assuming a risk-free interest rate of 2.3 percent and a volatility of 40 percent and taking into account that no dividends or other value transfers to shareholders will take place during the validity of the program.

Costs
As the warrants are subscribed for and transferred at fair market value, it is the Company´s assessment that there will be no social fees for the Company as a result of the subscriptions and transfers. There will be no foreign participants. The costs will therefore consist of minimal costs for the implementation and administration of Incentive program 2026/2028.

The costs of Incentive Program 2026/2028 are expected, based on the above assumptions, to have a marginal impact on the Company’s earnings per share and other key performance indicators.

Dilution
The total number of registered shares and votes at the time of this proposal amount to 38,274,999. The maximum dilution of Incentive program 2026/2028 is estimated to be a maximum of approximately 2.60 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of Incentive program 2026/2028 plus the other outstanding incentive programs in the Company (three programs) is estimated to be a maximum of approximately 4.78 percent, assuming full subscription and exercise of all warrants offered and outstanding.

Other outstanding share-based incentive programs
All existing share-related incentive programs are described in the annual report for 2025.

E. Majority requirements
A resolution in accordance with item 13 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

Resolution in accordance with item 14 is valid where supported by shareholders representing at least nine tenths of the votes cast and the shares represented at the general meeting.

F. Number of shares and votes
The total number of shares in the Company amounts to 38,274,999 shares and votes in the Company to 38,274,999 as of the date of this notice. The Company does not hold any own shares.

G. Documentation and other information
Copies of accounting documents, auditor's report, power of attorney forms, and the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the offices of the Company and on the Company’s website three weeks before the Meeting. All documents will upon request be sent to the shareholders who provide their e-mail of postal address.

The shareholders are hereby notified regarding the right to, at the Meeting, request information from the Board of Directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

4C Group AB (publ)
The Board of Directors
Stockholm in April 2026