Notice of Annual General Meeting in Transcendent Group AB (publ)

This is an unofficial translation of the Swedish notice. In case of any discrepancies between the Swedish notice and this English translation, the Swedish notice shall prevail.

Due to the extraordinary situation as a result of Covid-19, the Meeting will be held in a different way than usual. In order to reduce the risk of spreading the new coronavirus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e., the Meeting will be held without physical presence.

Information on the resolutions passed at the Annual General Meeting will be published on Tuesday, May 25, 2021, as soon as the result of the advance voting has been finally confirmed.

Questions

Since no meeting with the opportunity to attend in person or by proxy will be held, there will be no opportunity to ask questions at the General Meeting. Questions in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) can instead be sent in advance by post to the Company on address Transcendent Group AB (publ), ”Annual General Meeting”, Sveavägen 20, 111 57 Stockholm, or via e-mail to bolagsstamma@transcendentgroup.com, no later than on Saturday, May 15, 2021. The questions will be answered and published no later than Thursday, May 20, 2021. The questions and answers will be kept available at the Company at Sveavägen 20, in Stockholm, and on the Company’s website, https://transcendentgroup.com/investor-relations/#general-meetings, and will be sent to the shareholder if the shareholder’s address is known to the Company or has been provided by the shareholder along with the question.

Participation

Shareholders wishing to attend the Annual General Meeting through advance voting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB no later than Monday, May 17, 2021,

and

• notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received no later than on Monday, May 24, 2021.

Shareholders whose shares are registered in the name of a nominee must, in order to participate in the Annual General Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear, with effect no later than on Wednesday, May 19, 2021.

Advance voting

The shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form for postal voting shall be used for advance voting. The advance voting form is considered as the notification of participation. A shareholder can vote in advance by one of the following methods:

1. Digital voting – Voting may be done digitally through the following link: https://postrosta.web.verified.eu/?source=transcendentgroup/en.
2. Regular mail – Voting may be submitted by completing the advance voting form available on the Company’s website https://transcendentgroup.com/investor-relations/#general-meetings and send a physical copy of such form, together with, if applicable, a power of attorney and/or other authorization documents to Transcendent Group AB (publ), ”Annual General Meeting”, Sveavägen 20, 111 57 Stockholm.

If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the digital form or the physical form sent in by regular mail. The power of attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power of attorney, although no longer than five years from the date of issue. If the power of attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended to the advance voting form.

Forms of power of attorney can be obtained at the Company’s office, on the Company’s webpage, https://transcendentgroup.com/investor-relations/#general-meetings, or requested by e-mail to bolagsstamma@transcendentgroup.com or by phone to Charlotte Elsnitz +46 738 22 80 40.

The completed voting form must be received by the Company, using one of the above methods, no later than Monday, May 24, 2021. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.

In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Annual General Meeting decides on it or if shareholders of at least one tenth of all shares in the Company requests it.

Further instructions and conditions are included in the advance voting form.

The service for digital postal voting is provided by Poströsta.se (www.postrosta.se) and shareholders with questions about the digital form can contact support@postrosta.se for assistance.

For questions about the Annual General Meeting, please contact Charlotte Elsnitz on phone number +46 738 22 80 40, or by e-mail to bolagsstamma@transcendentgroup.com.

Proposed agenda

1. Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to certify the minutes.
5. Consideration of whether the Annual General Meeting has been properly convened.
6. Approval of the agenda.
7. Presentation of the Annual Accounts and the auditors’ report and the consolidated accounts and the consolidated auditors’ report.
8. Resolutions regarding:

1. adoption of the profit and loss account, the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
2. allocation of the Company’s result according to the approved balance sheet, and
3. discharge from liability for the members of the Board of Directors and the Managing Director.

1. Determination of the number of members of the Board of Directors and deputies that shall be elected by the Annual General Meeting.
2. Determination of the remuneration of the Board of Directors and auditors.
3. Election of the members of the Board of Directors.
4. Election of the Chairman of the Board of Directors.
5. Election of auditors.
6. Resolution on the instructions for the nomination committee.
7. Resolution on amendment of the Articles of Association.
8. Closing of the Annual General Meeting.

Proposal under item 2

The Nomination Committee proposes that Håkan Berg, or if he is prevented from attending, the person the Nomination Committee proposes instead, as the Chairman of the Annual General Meeting.

Proposal under item 3

The voting register proposed to be approved is the voting list drawn up by the Company, based on the share register and received advance votes, and verified and approved by the person approving the minutes.

Proposal under item 4

Magnus Karlsson, shareholder, or if prevented from attending, the person instead appointed by the Board of Directors, is proposed to be elected to approve the minutes of the Annual General Meeting together with the Chairman. The task of approving the minutes of the Annual General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Annual General Meeting.

Proposal under item 8 b

The Board of Directors proposes that no dividend shall be paid to the shareholders for the financial year 2020 and that SEK 76,461,321 is carried forward.

Proposals under items 9-13

The Nomination Committee for the annual general meeting 2021 is comprised of the following members: Marek Rydén as Chairman and as representatives for the larger shareholders, and Susanne Lindqvist, Anna Nielanger, and Jan Larsson.

The Nomination Committee presents the following proposals for the Annual General Meeting on May 25, 2021:

– that the number of ordinary members of the Board of Directors, elected by the Annual General Meeting, for the time until the end of the next Annual General Meeting, shall be five with no deputies (item 9);

– that remuneration to the Board of Directors shall amount to SEK 200,000 to the Chairman and SEK 100,000 to every other member of the Board of Directors elected by the General Meeting. The proposal entails an unchanged remuneration compare to last year. It is proposed that the auditor shall be entitled to a fee in accordance with an approved invoice (item 10):

– that Lars-Olof Andersson, Sigrun Hjelmqvist, Magnus Juvas, and Ingrid Nordlund are re-elected as members of the Board of Directors and that Jan Palmquist is elected as a new member of the Board of Directors, for the time until the end of the next Annual General Meeting. The director Håkan Berg has declared that he is not available for re-election. Information on the persons proposed as members of the Board of Directors is available at the Company’s website https://transcendentgroup.com/investor-relations/#general-meetings (item 11);

– that Sigrun Hjelmqvist is elected as Chairman of the Board of Directors (item 12); and

– that KPMG AB is re-elected, for the time until the end of the Annual General Meeting 2022, as auditor.

Proposal under item 14

The Committee proposes that the procedure for appointing the Nomination Committee shall be carried out in accordance with the following.

It is proposed that the Annual General Meeting resolve to instruct the Chairman of the Board of Directors to contact the four largest registered shareholders listed in the Company’s share register kept by Euroclear Sweden as of August 31, each of which shall appoint a representative who is not a member of the Board of Directors of the Company, to constitute the Nomination Committee ahead of the next Annual General Meeting. The member appointed by the largest shareholder shall be appointed as Chairman of the Nomination Committee. The Chairman of the Board of Directors attends the meetings of the Nomination Committee but is not a member of the Nomination Committee.

The Nomination Committee shall draw up proposals for presentation to and decision by the next Annual General Meeting regarding:

• chairman of the Annual General Meeting
• members of the Board of Directors
• chairman of the Board of Directors
• remuneration to each member of the Board of Directors
• compensation for committee work, as applicable
• nomination procedure for the following year
• auditors and remuneration to the auditors

The Board of Directors assists the Nomination Committee in its work on proposing the election of auditors and with proposals for remuneration to the auditors. The Board evaluates the auditors' work and informs the Nomination Committee of the result.

The Committee further proposes that the Nomination Committee's instructions shall apply until further notice, until the Annual General Meeting resolves to adopt new instructions.

Proposal under item 15

The Board proposes that the Annual General Meeting shall resolve to amend the Articles of Association mainly in accordance with the following:

A resolution in accordance with this item requires, for its validity, that it is supported by shareholders representing at least 2/3 of the votes cast and the shares represented at the Annual General Meeting.

Documents

The annual accounts and the auditor’s report as well as other documents for the Annual General Meeting will no later than Tuesday, May 4, 2021, be available at the Company and on the Company’s website, https://transcendentgroup.com. The documents will be sent free of charge to shareholders who request them and who states its address. The share register will be available at the Company. All documents, including the share register, are presented by being available in this way.

Number of shares and votes

At the time of issuing this notice, the Company has in total 6 526 611 registered ordinary shares, each with one vote per share.

Processing of personal data

Personal data obtained from notifications, power of attorneys and from the share register maintained by Euroclear Sweden AB will be used for the necessary registration and preparation of the voting list for the Annual General Meeting. For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

The Board of Directors
Stockholm in April 2021
Transcendent Group AB (publ)