The shareholders of Valuno Group AB (publ), reg. no. 559066-2093 (the "Company"), are hereby summoned to an extraordinary general meeting on Monday, 14 September 2026 at 15:00 at the Company's premises at Kommendörsgatan 30, 114 45 Stockholm.
RIGHT TO PARTICIPATE AND NOTIFICATION
The right to participate in the meeting is held by anyone who:
Nominee-registered shares
Shareholders who have had their shares nominee-registered must, in order to participate in the meeting and exercise their voting rights, temporarily re-register the shares in their own name in the share register held by Euroclear Sweden AB (so-called voting rights registration). The preparation of the general meeting share register as of the record date, Friday, 4 September 2026, will take into account voting rights registrations made no later than the second banking day after 4 September 2026. This means that shareholders must, in good time before that date, request that their nominee carry out such voting rights registration.
Proxies, etc.
Shareholders represented by proxy must issue a power of attorney for such proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration for the legal entity, showing authority to issue the power of attorney, must be attached. The original power of attorney and any certificate of registration should be sent to Valuno Group AB (publ), Kommendörsgatan 30, 114 45 Stockholm, or by e-mail to investor@valuno.com, in good time before the meeting. A power of attorney must not be older than one year unless a longer period of validity is stated in the power of attorney (a maximum of five years). A proxy form is available on the Company's website, investor.valuno.com.
PROPOSED AGENDA
ITEM 7 – SET-OFF SHARE ISSUE TO NETGRAPH PROJECT MANAGEMENT SERVICES
Background and reasons
The Company has an outstanding debt to Netgraph Project Management Services, a company registered in Dubai, UAE, with registration number 935810 and registered office at Aspin Commercial Tower, 104, Sheikh Zayed Road, Trade Centre 1, Jumeirah, Dubai, UAE ("Netgraph"). The board proposes that the meeting resolve on a directed set-off share issue whereby part of Netgraph's claim against the Company is set off against newly issued shares. The reason for the deviation from shareholders' pre-emption rights is to enable debt restructuring that strengthens the Company's balance sheet and capital structure without a liquidity burden, and thereby to contribute to restoring the Company's equity.
Subscription price
The subscription price is SEK 0.1274 per share, corresponding to the volume-weighted average price (VWAP) for the Company's share on NGM Nordic SME during the period 22 June–10 July 2026 (15 trading days), announced by press release on 13 July 2026.
Terms
The board's complete statements pursuant to Chapter 13, Sections 6–7 of the Swedish Companies Act (ABL) and the auditor's opinion pursuant to Chapter 13, Sections 6 and 8 ABL will be made available on the Company's website no later than 31 August 2026.
A valid resolution under this item requires that the proposal be supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
ITEM 8 – SET-OFF SHARE ISSUE TO INTERLACE SWEDEN AB
Background and reasons
The Company has an outstanding debt to Interlace Sweden AB, reg.no. 559199-0592, a company 80 per cent owned by Jörgen Eriksson, chairman of the board of Valuno Group AB. The issue is therefore subject to the provisions of Chapter 16 ABL. Jörgen Eriksson has a conflict of interest and has not participated in the board's preparation of, or resolution on, this proposal. The decision to propose the issue was taken by the other board members. The reason for the deviation from shareholders' pre-emption rights is to enable debt restructuring that strengthens the Company's balance sheet and capital structure without a liquidity burden, and thereby to contribute to restoring the Company's equity.
Subscription price
The subscription price is SEK 0.1274 per share, corresponding to the volume-weighted average price (VWAP) for the Company's share on NGM Nordic SME during the period 22 June–10 July 2026 (15 trading days), announced by press release on 13 July 2026.
Terms
The board's complete statements pursuant to Chapter 13, Sections 6–7 ABL and the auditor's opinion pursuant to Chapter 13, Sections 6 and 8 ABL will be made available on the Company's website no later than 31 August 2026.
A valid resolution under this item requires, pursuant to Chapter 16 ABL, that the proposal be supported by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.
ITEM 9 – RESOLUTION ON AMENDMENT OF THE ARTICLES OF ASSOCIATION
In order to create the necessary scope for the shares that may be issued upon conversion of convertibles and exercise of warrants under the financing agreement with Helena Global Investment Opportunities 1 Ltd. announced on 10 July 2026, the board proposes that the meeting resolve to amend Sections 4 and 5 of the articles of association.
Current wording:
Section 4: The share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000.
Section 5: The number of shares shall be not less than 200,000,000 and not more than 800,000,000.
The board proposes that the meeting resolve on the amendment of Sections 4 and 5 in accordance with the alternative below that corresponds to the outcome of the resolutions under items 7 and 8. The articles of association will be amended regardless of the outcome; the alternatives differ only as to which limits apply.
The resolution shall be submitted for registration with Bolagsverket only after the set-off share issues resolved under items 7 and 8 have been registered, so that the number of shares and the share capital fall within the new limits at the time of registration of the articles of association. Since the issues under items 7 and 8 comprise an equal number of shares, Alternative B applies regardless of which of them is registered.
Alternative A – both set-off issues are registered (454,567,548 shares)
Section 4: The share capital shall be not less than SEK 4,000,000 and not more than SEK 16,000,000.
Section 5: The number of shares shall be not less than 400,000,000 and not more than 1,600,000,000.
Alternative B – only one of the two set-off issues is registered (354,567,548 shares) Section 4: The share capital shall be not less than SEK 3,000,000 and not more than SEK 12,000,000. Section 5: The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000.
Alternative C – neither set-off issue is registered (254,567,548 shares)
Section 4: The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000.
Section 5: The number of shares shall be not less than 250,000,000 and not more than 1,000,000,000.
The board, or whoever the board appoints, is authorised to make the minor adjustments that may prove necessary in connection with registration of the resolution with Bolagsverket.
A valid resolution under this item requires that the proposal be supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
SHARE CAPITAL AND NUMBER OF SHARES
At the time of this notice, the number of shares and votes in the Company amounts to 254,567,548. The Company holds no treasury shares. The Company's share capital amounts to SEK 2,545,675.48.
Upon full subscription under items 7 and 8, the number of shares will amount to 454,567,548 shares and the share capital to SEK 4,545,675.48, which falls within the current range of the articles of association of not less than 200,000,000 and not more than 800,000,000 shares.
DOCUMENTS AVAILABLE
Complete proposals and other documents will be made available at the Company's office and on the website investor.valuno.com no later than two weeks before the meeting, i.e. no later than 31 August 2026. The documents will also be sent free of charge to shareholders who request them and state their address.
i. The board's statement regarding the set-off share issue to Netgraph Project Management Services (Chapter 13, Section 7 ABL)
ii. The auditor's opinion regarding the set-off share issue to Netgraph Project Management Services (Chapter 13, Section 8 ABL)
iii. The board's statement regarding the set-off share issue to Interlace Sweden AB (Chapter 13, Section 7 ABL)
iv. The auditor's opinion regarding the set-off share issue to Interlace Sweden AB (Chapter 13, Section 8 ABL)
v. Documents pursuant to Chapter 13, Section 6 ABL
vi. Proxy form
SHAREHOLDERS' RIGHT TO INFORMATION
At the request of a shareholder, and provided the board considers that this can be done without material harm to the Company, the board and the CEO shall provide information regarding matters that may affect the assessment of an item on the agenda, matters that may affect the assessment of the Company's or a subsidiary's financial position, and the Company's relationship to other companies within the group.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the general meeting, please refer to Euroclear Sweden AB's privacy policy, available at www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
NB: This notice has been prepared in Swedish and English. In the event of any discrepancies between the versions, the Swedish version shall prevail.
For further information, please contact:
Jörgen Eriksson, Chairman of the Board, Valuno Group AB (publ)
+46-70 681 2777
investor@valuno.com
------------------------------------
About Valuno Group AB
Valuno is a Swedish fintech company with a vision of a borderless economy where cryptocurrencies and digital payments are seamlessly integrated into everyday life. The company offers solutions for crypto payments, digital wallets, and related financial services. Valuno has been listed on NGM Nordic SME since July 2019. For more information, visit investor.valuno.com.