NOTICE OF EXTRAORDINARY GENERAL MEETING IN FASADGRUPPEN GROUP AB (PUBL)

VOTE AT THE GENERAL MEETING
Those who wish to exercise their voting rights at the general meeting shall:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on Monday 25 November 2024 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by Wednesday 27 November 2024; and
• give notice of attendance at the general meeting to the company in accordance with the instructions set out in the section “Notice of attendance at the general meeting” by Wednesday 27 November 2024, at the latest.

NOTICE OF ATTENDANCE AT THE GENERAL MEETING
Those who wish to participate at the general meeting in person or through a proxy shall give notice of attendance to the company no later than Wednesday 27 November 2024 either:

• by email to adrian.westman@fasadgruppen.se; or
• by post to Fasadgruppen Group AB (publ), Lilla Bantorget 11, SE-111 23 Stockholm (Att. “Extraordinary general meeting 2024”).

The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).

Those who do not wish to attend the general meeting in person may exercise their voting rights at the general meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at Fasadgruppen Group AB (publ), Lilla Bantorget 11, SE-111 23 Stockholm (Att. “Extraordinary general meeting 2024”) in good time prior to the general meeting and preferably no later than Wednesday 27 November 2024.

Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the general meeting through a proxy. A submitted proxy form does not count as a notice of attendance.

A proxy form is available on the company’s website, www.fasadgruppen.se.

PROPOSED AGENDA
1. Election of a chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to attest the minutes
5. Determination of whether the meeting was duly convened
6. Resolution on authorisation for the board of directors to resolve on issuances of shares
7. Closing of the meeting

PROPOSED RESOLUTIONS
Item 6: Resolution on authorisation for the board of directors to resolve on issuances of shares following the acquisition of Clear Line
The board of directors proposes that the board of directors is authorised to resolve on issuances of shares in the company on the following terms and conditions.

The board of directors may exercise the authorisation on one or several occasions until the next annual general meeting. The total number of shares issued pursuant to the authorisation shall not exceed 5,383,211 shares. The board of directors may resolve on issuances of shares with deviation from the shareholders’ preferential rights. If the board of directors resolves on an issuance of shares with deviation from the shareholders’ preferential rights, the reason for the deviation shall be to use the shares or the issue proceeds as consideration (including earn-out) for, or as financing of, acquisitions of companies or businesses. Issued shares may be paid in cash, in-kind or by set-off.

The authorisation shall replace the remaining part of the authorisation granted by the annual general meeting 2024, of which only 754,100 shares remain after the set-off issue to the sellers of Clear Line resolved upon by board of directors on 6 November 2024.

The background to the proposal is that the company should be able to continue to act in accordance with its acquisition strategy following the acquisition of Clear Line. More information on the acquisition of Clear Line can be found in the company’s press release regarding the acquisition, which was published on 29 October 2024 and is available on the company’s website (www.fasadgruppen.se).

SPECIAL MAJORITY RULES
A resolution in accordance with item 6 is valid only where supported by shareholders holding not less than two-thirds (2/3) of the votes cast as well as the shares represented at the meeting.

NUMBER OF SHARES AND VOTES
As of the date of this notice, the number of registered shares and votes in the company amounts to 49,623,830. On 6 November 2024, the board of directors resolved, based on the authorisation from the annual general meeting 2024, to issue 4,208,283 shares to the sellers of Clear Line. Following the registration of the share issue with the Swedish Companies Registration Office, the number of shares and votes in the company will amount to 53,832,113.

The company holds 114,234 own shares in treasury as of the date of this notice.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The board of directors and the CEO shall, if a shareholder so requests and the board of directors believes that it can be done without material harm to the company, at the general meeting provide information on any circumstances that may affect the assessment of a matter on the agenda.

AVAILABLE DOCUMENTS
Documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act will be made available at the company, Lilla Bantorget 11, SE-111 23 Stockholm, and at the company’s website, www.fasadgruppen.se, not later than three weeks prior to the general meeting. The documents will also be sent to shareholders who so request and inform the company of their address. Such a request can be sent to Fasadgruppen Group AB (publ), Lilla Bantorget 11, SE-111 23 Stockholm (Att. “Extraordinary general meeting 2024”).

PROCESSING OF PERSONAL DATA
For information about the processing of personal data in connection with the general meeting, see the privacy notice on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

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Stockholm in November 2024
Fasadgruppen Group AB (publ)
The board of directors