Notice of Annual General Meeting of SaveLend Group AB (publ)

Participation in the General Meeting
Shareholders who wish to participate in the general meeting must:

• be registered in the shareholder register maintained by Euroclear Sweden AB as of Monday, April 14, 2025, and
• notify the Company of their intention to participate by sending a notice to the following address: SaveLend Group AB (publ), attention: Lina Brattström, Kammakargatan 7, 111 40 Stockholm, stating "Annual General Meeting," or via email to: investor@savelend.se, no later than Wednesday, April 16, 2025.

When registering, shareholders must provide their name, personal or organization number (or equivalent), address, phone number (daytime), shareholding, details of any assistants, and, if applicable, details of a representative or proxy.

Nominee-Registered Shares
In addition to registering their participation, shareholders who hold their shares through a nominee (such as a bank or other custodian) must request to have their shares registered in their own name (so-called voting rights registration). These shareholders must re-register their shares in their own name so that they are registered in the shareholder register maintained by Euroclear Sweden AB by the record date, Monday, April 14, 2025. Shareholders wishing to re-register their shares in their own name must, in accordance with the respective custodian's procedures, request that the custodian performs this registration. Voting rights registrations requested by shareholders in such a way that the registration is completed by the custodian by Wednesday, April 16, 2025, will be taken into account when preparing the shareholder register.

Proxies and Proxy Forms
Shareholders who are represented by a proxy must issue a dated proxy or a future proxy for the representative. Those representing a legal entity must provide a certificate of registration (or equivalent document) proving that the individuals who have signed the proxy are authorized signatories for the shareholder. The original proxy (along with any supporting documents) should be sent to the Company at the address specified above well in advance of the annual general meeting. The proxy must not have been issued more than five years prior to the meeting. A future proxy does not need to be submitted in original form but may be presented at the meeting. The Company provides proxy forms upon request, and these are also available on the Company’s website, www.savelendgroup.se.

Proposed Agenda
The Board’s proposed agenda for the general meeting:

1. Opening of the meeting and election of the chairman of the meeting
2. Establishment and approval of the voting lis
3. Election of one or two persons to verify the minutes
4. Examination of whether the meeting has been properly convened
5. Approval of the agenda
6. Presentation of the annual report and audit report, as well as the consolidated financial statements and consolidated audit report
7. Resolutions on:
   a) adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
   b) disposition of the Company’s results according to the adopted balance sheet, and
   c) discharge of the members of the Board and the CEO from liability
8. Determination of the number of Board members and deputy Board members
9. Determination of fees to the Board and auditor
10. Election of Board members and auditor
11. Decision to authorize the Board to resolve on a new issue of shares, warrants, and/or convertible bonds
12. Decision to establish incentive program 2025/2028:I for key executives and key employees through a) issuance of warrants of series 2025/2028:I and b) approval of the transfer of warrants
13. Decision to establish incentive program 2025/2028:II for Board members through a) issuance of warrants of series 2025/2028:II and b) approval of the transfer of warrants
14. Closing of the meeting
    

Proposals for Resolutions

Item 1 – Election of Chairman of the Meeting
The Nomination Committee for the Annual General Meeting 2025 consists of Jonas Ahlberg (appointed by InWilbur AB), Bo Engström (Chairman of the Company’s Board), Andrea Pettersson (appointed by Giwdul Invest AB and privately), Per Wolf (appointed by P&N Wolf Marketing AB), and Jacob Gevcen (appointed by Gevcen Invest AB and privately). Jonas Ahlberg has been appointed as the Chairman of the Nomination Committee.

The Nomination Committee proposes that Bo Engström, Chairman of the Board, be elected as chairman of the meeting. Bo Engström did not participate in this decision.

Item 7 b) – Disposition of the Company’s Results According to the Adopted Balance Sheet
The Board proposes that the Company’s accumulated profit be carried forward and that no dividend be paid for the fiscal year 2024.

Item 8 - 10 – Determination of the Number of Board Members and Deputy Board Members, Determination of Fees to the Board and Auditor, and Election of the Board and Auditor
The Nomination Committee proposes that the Board consist of 5 regular members, with no deputy members.

The Nomination Committee proposes that the fees to the Board be SEK 250,000 (175,000) to the Chairman and SEK 125,000 (100,000) to each of the other members. Additionally, the Nomination Committee proposes that fees to the committees (currently the Audit and Compliance Committee, Credit Committee, and Investment Committee) be SEK 125,000 (120,000) to the Chairman and SEK 80,000 (75,000) to each of the other members. No compensation is proposed for members employed by the Company.

The Nomination Committee proposes that the fees to the auditor be in accordance with the approved invoices.

The Nomination Committee proposes that the general meeting resolves to re-elect Board members Kaj Rönnlund and Jan Sjödin and to elect Håkan Nyberg, Sara Asgari, and Rickard Blomberg to the Company’s Board for the period until the end of the next annual general meeting. Current Board members Bo Engström, Birgit Köster Hoffmann, and Rune Pettersson have declined re-election. It is noted that Johan Roos left the Board earlier in 2025. Furthermore, the Nomination Committee proposes the election of Håkan Nyberg as Chairman of the Board as Bo Engström has declined re-election.

Håkan Nyberg has over 30 years of experience as a leader in the financial sector, including as CEO of Ikano Bank and Nordnet Group. He has driven growth and digital transformation in several companies, including fintech assignments as interim CEO for Betalo and Fundler. Håkan has broad experience in product development, business strategy, and innovation in regulated industries. He also has extensive board experience in both listed companies and startups.

Sara Asgari has over 15 years of experience in digitalization, AI, automation, and customer experience (CX). She is currently Head of Digital & Analytics at Telia, where she leads digital transformation and innovation. Previously, she held senior positions in digital transformation at 3 Sweden and Swedbank. Her expertise encompasses digital strategy, agile development, and customer-centric solutions.

Rickard Blomberg has 25 years of experience in the financial industry, with a particular focus on credit assessment and risk analysis. He is currently a Director at Advisense and has previously held senior positions such as Head of Credit at Fairlo and Credit Risk and Analytics Director at Nordax Bank. He has a solid background in credit risk and business control, with experience in developing strategies to manage financial risks and optimize credit portfolios.

The Nomination Committee also proposes the re-election of PricewaterhouseCoopers AB as the auditing firm, with Victor Lindhall as the lead auditor until the end of the annual general meeting 2026.

Item 11 – Decision to Authorize the Board to Resolve on New Issuances of Shares, Warrants, and/or Convertible Bonds
The Board proposes that the Annual General Meeting authorizes the Board, within the framework of the Articles of Association in effect when the Board first uses the authorization, to decide, at one or more occasions until the next Annual General Meeting, with or without preferential rights for shareholders, to issue shares, warrants, and/or convertible bonds, which would result in the issuance or conversion of a number of new shares corresponding to a maximum of 20 percent of the total share capital of the Company at the time of the first issuance decision under this authorization.

Deviation from the shareholders’ preferential rights may occur in order to strengthen the Company’s capital base, broaden ownership in the Company, or otherwise strengthen the Company’s financial position. Issuance under this authorization shall be made on market terms.

The Board, or a person appointed by the Board, shall have the right to make any minor adjustments that may be required in connection with the registration of the decision with the Swedish Companies Registration Office.

A valid resolution in accordance with the above requires support from shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.

Item 12 – Decision to Establish Incentive Program 2025/2028:I for Key Executives and Key Employees through a) Issuance of Warrants of Series 2025/2028:I and b) Approval of the Transfer of Warrants
The Board proposes that the Annual General Meeting resolves to establish a warrant-based incentive program through the issuance of warrants of series 2025/2028:I to the Company, or a subsidiary designated by the Company, and approves the transfer of warrants of series 2025/2028:I to key executives and other key employees in the Company or its subsidiaries (the “Group”) under the following terms.

The Board considers it essential and in the interest of all shareholders that the management and other key individuals, who are deemed important for the Company’s further development, have a long-term interest in the positive development of the Company’s stock value. A personal long-term ownership engagement is expected to contribute to greater interest in the Company’s operations and financial performance, as well as to increase participants’ motivation and sense of belonging with the Company and its shareholders.

a. Issuance of Warrants of Series 2025/2028:I
The Board proposes that the Annual General Meeting resolves on a directed issuance of up to 2,515,053 warrants of series 2025/2028:I, resulting in an increase in the share capital of up to approximately SEK 57,161 upon full utilization, and on the following terms:

1. Number of Issued Warrants
   The Company will issue up to 2,515,053 warrants of series 2025/2028:I. Each warrant entitles the holder to subscribe for one (1) new share in the Company.
   
2. Subscription Rights
   Deviating from the shareholders’ preferential rights, the new warrants may only be subscribed by the Company, or by a subsidiary designated by the Company, with the right and obligation to transfer the warrants to key executives and other key employees of the Group in accordance with the proposal under Item B below. The reason for deviating from the shareholders’ preferential rights is that the warrants are to be used for the implementation of the Incentive Program 2025/2028:I.
   
3. Subscription Price
   The warrants will be issued free of charge to the Company, or to a subsidiary designated by the Company.
   
4. Subscription Period
   The warrants will be subscribed on a separate subscription list within two weeks from the decision to issue. The Board shall have the right to extend the subscription period.
   
5. Exercising of Warrants
   The warrants can be exercised by submitting a subscription for new shares during the period from May 2, 2028, to June 29, 2028.
   
6. Subscription Price for Shares
   The subscription price for each share upon exercising the warrants shall be 150% of the average volume-weighted price of the Company’s shares on the Nasdaq First North Growth Market during the period from April 25, 2025, to May 8, 2025. The subscription price may not be lower than the current nominal value of the shares. If the subscription price exceeds the nominal value of the shares, the excess amount (the premium) will be added to the Company’s unrestricted premium fund in the balance sheet.
   
7. Increase in Share Capital
   The increase in the Company’s share capital could, with full exercise of the warrants, amount to a maximum of approximately SEK 57,161 (assuming the current nominal value and that no adjustment has been made in accordance with the complete terms of the warrants "Terms for SaveLend Group AB (publ) Warrants 2025/2028:I").
   
   Warrant holders will have the right to request that an alternative settlement model be applied when subscribing for shares through the exercise of the warrants, in accordance with the full terms of the warrants. The alternative settlement model means that participants who wish not to pay the same high cash amount for the subscription of shares with the support of the warrants will instead receive a lower number of shares. When applying the alternative settlement model, (i) the subscription price for each share will correspond to the nominal value of the share and (ii) the warrants will entitle the holder to a recalculated lower number of shares (subject to any adjustments in accordance with the full terms of the warrants), which means that the alternative settlement model will never result in greater dilution than if all warrants were exercised for shares at the original subscription price. Assuming the subscription price for the shares under the warrants is set at SEK 2.1 per share, the alternative settlement model, if fully applied, would result in the following effects when subscribing for new shares with all 2,515,053 warrants of series 2025/2028:I at the below stated share prices for the Company’s shares upon exercise.

Illustrative calculation example of the alternative settlement model assuming a subscription price of SEK 2.1 per share.

8. Dividend
   Shares subscribed for through the exercise of the warrants of series 2025/2028:I entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered and entered into the shareholder register maintained by Euroclear Sweden AB.

b. Approval of Transfer of Warrants
The Board proposes that the Annual General Meeting resolves to approve that the Company, or a subsidiary designated by the Company, within the framework of the Incentive Program 2025/2028:I, may transfer up to 2,515,053 warrants of series 2025/2028:I to key executives and other key employees (the "Participants") in the Group, or otherwise dispose of the warrants to ensure the commitments arising from the Incentive Program 2025/2028:I, on the following terms.

1. Participants and Allocation

The right to acquire warrants from the Company, or a subsidiary designated by the Company, shall be granted to the following categories of employees in the Group.

The participants may choose to subscribe for a lower number of warrants than specified above. If the subscriptions are such that the total number of warrants to be issued within each category is oversubscribed, the allocation will be made pro rata based on the number of warrants the participant has indicated they wish to acquire. If warrants remain within a particular category after all applications in the category have been satisfied, the remaining number may be allocated to participants in the same or another category, with the Board determining the allocation based on factors including category affiliation, employee category, and the number indicated in the application. However, such allocation must not result in exceeding the maximum number of warrants per person within a specific category as outlined in the table above. The final allocation will be determined by the Company’s Board.

The right to acquire warrants shall only be granted to those individuals who, at the end of the subscription period, have not resigned or been dismissed.

The transfer of warrants to participants requires that the acquisition of the warrants can legally take place and that, in the Board's assessment, it can be done with reasonable administrative and financial effort.

Warrants held by the Company, or a subsidiary designated by the Company, that have not been transferred according to this section B.1, or that have been repurchased from participants, may either be resold to employees within the Company or its subsidiaries or canceled by the Company following a decision by the Board. Cancellation must be reported to the Swedish Companies Registration Office for registration.

2. Price and Payment
The warrants will be transferred on market terms at a price (premium) corresponding to a calculated market value for the warrants, using a generally accepted valuation model calculated by an independent valuation institute. Such valuation shall be made in accordance with established practices for option valuation. For acquisitions by new employees after the initial subscription period has ended, a new market price will be determined in the same manner.

Payment for allocated warrants must be made in cash no later than ten banking days after the notification of acquisition. In the case of transfers to new employees, the Board will determine an equivalent payment date. The warrants will otherwise be subject to market terms.

3. Pre-emptive Rights and Termination of Employment
A condition for the allocation of warrants is that the participant has signed a separate warrant agreement with the Company. The warrant agreement includes, among other things, a requirement that the warrants be subject to an obligation for participants who wish to transfer or otherwise dispose of the warrants to third parties, to first offer the Company or its subsidiaries the opportunity to acquire the warrants. The warrants will also be subject to a right for the Company or its subsidiaries to repurchase the warrants if a participant’s employment or assignment with the Company ends during the program's term.

The Board, or a person appointed by the Board, shall be authorized to make any minor adjustments to the decision that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

A valid decision in accordance with the Board's proposal requires support from shareholders holding at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting.

Item 13 – Decision on the Establishment of Incentive Program 2025/2028:II for Board Members through a) Issuance of Warrants of Series 2025/2028:II and b) Approval of the Transfer of Warrants
The shareholder InWilbur AB, which holds shares corresponding to 6.0% of the total number of shares and votes in the Company, proposes that the Annual General Meeting resolves to establish a warrant-based incentive program through the issuance of warrants of series 2025/2028:II to the Company, or to a subsidiary designated by the Company, and approves the transfer of warrants of series 2025/2028:II to the Board members of the Company elected at the 2025 Annual General Meeting, under the following terms.

The shareholder considers it essential and in the interest of all shareholders that the Board members, who are deemed important for the Company's further development, have a long-term interest in the positive development of the Company’s stock value. A personal long-term ownership engagement is expected to contribute to an increased interest in the Company’s operations and overall performance, as well as to increase the motivation of the participants and result in a stronger sense of community with the Company and its shareholders.

a. Issuance of Warrants of Series 2025/2028:II
The shareholder proposes that the Annual General Meeting resolves on a directed issuance of up to 500,000 warrants of series 2025/2028:II, resulting in an increase in share capital of up to approximately SEK 11,364 upon full utilization, and on the following terms.

1. Number of Issued Warrants
The Company will issue up to 500,000 warrants of series 2025/2028:II. Each warrant entitles the holder to subscribe for one (1) new share in the Company.

2. Subscription Rights
Deviating from the shareholders’ preferential rights, the new warrants may only be subscribed by the Company, or by a subsidiary designated by the Company, with the right and obligation to transfer the warrants to the Board members of the Company elected at the 2025 Annual General Meeting, in accordance with the proposal under Item B below. The reason for deviating from the shareholders’ preferential rights is that the Company wishes to promote its long-term interests by offering the Board members a well-considered incentive program that allows them to benefit from a positive value development in the Company.

3. Subscription Price
The warrants will be issued free of charge to the Company, or to a subsidiary designated by the Company.

4. Subscription Period
The warrants shall be subscribed on a separate subscription list within two weeks from the decision to issue. The Board shall have the right to extend the subscription period.

5. Exercising of Warrants
The warrants can be exercised by submitting a subscription for new shares during the period from May 2, 2028, to June 29, 2028.

6. Subscription Price for Shares
The subscription price for each share upon exercising the warrants shall be 150% of the average volume-weighted price of the Company’s shares on the Nasdaq First North Growth Market during the period from April 25, 2025, to May 8, 2025. The subscription price may not be lower than the current nominal value of the shares. If the subscription price exceeds the nominal value of the shares, the excess amount (the premium) will be added to the Company’s unrestricted premium fund in the balance sheet.

7. Increase in Share Capital
The increase in the Company’s share capital could, with full exercise of the warrants, amount to a maximum of approximately SEK 11,364 (assuming the current nominal value and that no adjustment has been made in accordance with the full terms of the warrants “Terms for SaveLend Group AB (publ) Warrants 2025/2028:II”).

Warrant holders will have the right, upon subscription of shares through the exercise of the warrants, to request that an alternative settlement model be applied in accordance with the full terms of the warrants. The alternative settlement model means that participants who wish to not pay the same high cash amount for the subscription of shares with the support of the warrants will instead receive a lower number of shares. When applying the alternative settlement model, (i) the subscription price for each share will correspond to the nominal value of the share and (ii) the warrants will entitle the holder to a recalculated lower number of shares (subject to any adjustments in accordance with the full terms of the warrants), meaning that the alternative settlement model can never result in greater dilution than if all warrants were exercised for shares at the original subscription price.

Assuming the subscription price for the shares under the warrants is set to SEK 2.1 per share, the alternative settlement model, if fully applied, would have the following effects when subscribing for new shares with all 500,000 warrants of series 2025/2028:II at the below-stated share prices for the Company’s shares during the exercise period.

Illustrative calculation example of the alternative settlement model assuming a subscription price of SEK 2.1 per share.

8. Dividend

Shares subscribed for through the exercise of the warrants of series 2025/2028:II entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered and entered into the shareholder register maintained by Euroclear Sweden AB.

b) Approval of the transfer of warrants

The shareholder proposes that the Annual General Meeting resolves to approve that the Company, or a subsidiary designated by the Company, within the framework of the Incentive Program 2025/2028:II, may transfer up to 500,000 warrants of series 2025/2028:II to the Board members of the Company elected at the 2025 Annual General Meeting, or otherwise dispose of the warrants to ensure the commitments arising from the Incentive Program 2025/2028:II, under the following terms.

1. Allocation
The Board members of the Company elected at the 2025 Annual General Meeting will, within the framework of the Incentive Program 2025/2028:II, be offered a total of up to 500,000 warrants, with each member being offered a maximum of 150,000 warrants.

The participants may choose to subscribe for a lower number of warrants than specified above. If the total number of warrants that participants wish to acquire exceeds the maximum number of warrants that can be issued under the Incentive Program 2025/2028:II, a proportional reduction will be made to the number of warrants each individual can be allocated according to the guidelines above. Guaranteed allocation will not be offered. A participant has the right to subscribe for a greater number of warrants than specified in the guidelines above and may be allocated additional warrants if the program is not fully subscribed. If such oversubscription occurs, allocation will be made to the participants who wish to subscribe for additional warrants, pro rata to the number of warrants they have been allocated in the first allocation.

The transfer to participants requires that the acquisition of the warrants can legally take place and that, in the shareholder's assessment, it can be done with reasonable administrative and financial effort.

2. Price and Payment
The warrants will be transferred on market terms at a price (premium) corresponding to a calculated market value for the warrants, using a generally accepted valuation model calculated by an independent valuation institute. Such valuation shall be conducted in accordance with established practices for option valuation.

Payment for allocated warrants must be made in cash no later than ten banking days after the notification of acquisition. The warrants will otherwise be subject to market terms.

3. Pre-emptive Rights and Termination of Assignment
A condition for being allocated warrants is that the participant has signed a separate warrant agreement with the Company. The warrant agreement includes, among other things, a requirement that the warrants be subject to an obligation for participants who wish to transfer or otherwise dispose of the warrants to third parties, to first offer the Company or its subsidiaries the opportunity to acquire the warrants. The warrants will also be subject to a right for the Company or its subsidiaries to repurchase the warrants if a participant’s assignment with the Company ends during the program’s term.

The Board, or a person appointed by the Board, shall be authorized to make any minor adjustments to the decision that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

A valid decision in accordance with the shareholder’s proposal requires support from shareholders holding at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting.

Information at the Annual General Meeting
The Board and the CEO shall, if any shareholder requests it and the Board believes that it can be done without significant harm to the Company, provide information on matters that may affect the assessment of an item on the agenda, matters that may impact the assessment of the Company’s or its subsidiaries' financial situation, or the Company's relationship with another group company. Those wishing to submit questions in advance can send them to: SaveLend Group AB (publ), attention: Lina Brattström, Kammakargatan 7, 111 40 Stockholm or via email to: investor@savelend.se.

Other
The annual report, audit report, proxy forms, and complete proposals for resolutions and other documents to be considered at the Annual General Meeting will be made available at the Company’s office at the above address no later than three weeks prior to the meeting. The aforementioned documents will also be available on the Company’s website, www.savelendgroup.se, from that date. Copies of these documents will be sent free of charge to shareholders who request them and provide their postal address. The documents will also be available at the Annual General Meeting.

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website:
http://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
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Stockholm, March 2025
SaveLend Group AB (publ)
The Board