{"id":116479,"date":"2026-02-06T08:00:00","date_gmt":"2026-02-06T08:00:00","guid":{"rendered":"https:\/\/investor.valuno.com\/mfn_news\/notice-to-attend-the-extraordinary-general-meeting-in-valuno-group-ab-publ\/"},"modified":"2026-02-06T08:00:00","modified_gmt":"2026-02-06T08:00:00","slug":"notice-to-attend-the-extraordinary-general-meeting-in-valuno-group-ab-publ","status":"publish","type":"mfn_news","link":"https:\/\/investor.valuno.com\/en\/mfn_news\/notice-to-attend-the-extraordinary-general-meeting-in-valuno-group-ab-publ\/","title":{"rendered":"Notice to attend the extraordinary general meeting in Valuno Group AB (publ)"},"content":{"rendered":"
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At the request of Citigiro Holding AB (“Citigiro”), which at the time of this notice holds more than ten percent of the total number of shares and votes in Valuno Group AB (publ), reg. no. 559066-2093 (the “Company”), the shareholders of the Company are hereby given notice to attend the extraordinary general meeting on 25 February 2026 at 15:00 CET at the Company’s premises at Sveavägen 31, 111 34 Stockholm.<\/strong><\/p>\n<\/div>\n

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Right to participate and notice of participation<\/strong>
A shareholder who wishes to participate at the general meeting must:
(i) be recorded in the share register maintained by Euroclear Sweden AB on 17 February 2026, and
(ii) notify the Company of its intention to participate no later than on 19 February 2026 to the address Valuno Group AB (publ), Sveavägen 31, 111 34 Stockholm or through email to investor@valuno.com<\/a>. The notice of attendance shall state name or company name, personal identification number (Sw. personnummer<\/em>) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying assistants (not more than two).<\/p>\n

Nominee-registered shares<\/strong>
Shareholders whose shares are registered in the name of a nominee must, in order to participate in the extraordinary general meeting and exercise their voting rights, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting rights registration). The preparation of the share register as of the record date on 17 February 2026 will take into account voting rights registrations that have been made no later than 19 February 2026. This means that the shareholder must request that the nominee carries out such voting rights registration well in advance of this date.<\/p>\n

Participation by proxy<\/strong>
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity’s certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Valuno Group AB (publ), Sveavägen 31, 111 34 Stockholm, or by e-mail to investor@valuno.com<\/a>. The power of attorney must not be older than one year unless a longer validity term (however not longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company’s website, www.valuno.com<\/a>.<\/p>\n

Proposed agenda<\/strong>
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one person or two persons who shall approve the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Determination of fees to be paid to the members of the board of directors
8. Determination of the number of board members and deputy board members
9. Election of new members of the board of directors and new chairman of the board
10. Determination of fees to be paid to the auditors
11. Determination of the number of auditors and deputy auditors<\/p>\n

12. Election of auditor
13. Resolution on abolition of the nomination committee instructions
14. Closing of the meeting<\/p>\n

Item 7 – Determination of fees to be paid to the members of the board of directors<\/strong>
Citigiro proposes that fees to the board of directors, in accordance with the fee levels resolved by the annual general meeting 2025, shall be paid proportionally in relation to the length of the term of office.<\/p>\n

Item 8 – Determination of the number of board members and deputy board members<\/strong>
Citigiro proposes that the board of directors shall consist of four board members without any deputy board members for the period until the end of the next annual general meeting.<\/p>\n

Item 9 – Election of new members of the board of directors and new chairman of the board<\/strong>
Citigiro proposes re-election of Chris Hutchinson and Mikael Fallström and election of Gunnar Axén and Martin Osterloh as board members, and election of Gunnar Axén as chairman of the board, all for the period until the end of the next annual general meeting. If the general meeting resolves in accordance with Citigiro’s proposal, the board of directors will, for the period until the end of the next annual general meeting, consist of Gunnar Axén (chairman), Martin Osterloh, Chris Hutchinson and Mikael Fallström.<\/p>\n

Information about Gunnar Axén<\/em>
Background and education<\/em>: Gunnar Axén was born in 1967 and is a trained telecommunications engineer with later studies in economic history and philosophy. Gunnar Axén has a long and broad background in politics, business and strategic board work. He was previously a member of the Swedish Parliament for the Moderate Party for more than 15 years and, during that time, held assignments including chairman of the Committee on Social Insurance and also participated in the work of the Committee on Finance. He has also served as a board member of the Swedish Financial Supervisory Authority. After his parliamentary career, Axén has continued in roles focused on communications, public opinion, public affairs and corporate governance, where, as an advisor, chairman and board member, he has often played an active role in strategic shifts and change processes.<\/p>\n

Current assignments<\/em>: Chairman of the board for Verifiera AB, Legal Newsdesk Sweden AB (Lexbase) and Sveriges Talare Kompetensförmedling AB. He also runs an accounting firm, RLS Ekonomi AB, where he is the sole board member, and is chairman of the board of Citigiro Holding AB.<\/p>\n

Independence<\/em>: Gunnar is independent in relation to the Company and the Company’s management but not in relation to the Company’s major shareholders.<\/p>\n

Shareholding<\/em>: Gunnar does not own any shares directly in the Company. Citigiro Holding AB, where Gunnar is chairman of the board and shareholder, holds 39,974,246 shares in the Company.<\/p>\n

Information about Martin Osterloh<\/em>
Background and education<\/em>: Martin Osterloh was born 1970 and holds a degree in business administration (Diplom Kfm) from Katholische Universität Eichstätt. Martin Osterloh is an internationally experienced leader in fintech and payment infrastructure with more than 20 years of experience from senior commercial roles in the global payments industry. For nearly 15 years he held a prominent position at Wirecard, where he served, among other roles, as Vice President responsible for digital sales and strategic customer relationships, and was involved in the company’s international expansion. Osterloh is currently active within Mandato Financial Services, focusing on business development and partnerships within financial infrastructure, including international payment flows and stablecoin-related structures.<\/p>\n

Current assignments<\/em>: CCO in Mandato Financial Services.
Independence<\/em>: Martin is independent in relation to the Company and in relation to the Company’s major shareholders.<\/p>\n

Shareholding<\/em>: Martin does not own any shares directly in the Company. Mandato Financial Services, where Martin is CCO, holds 8,333,334 shares in the Company.<\/p>\n

Items 10-12 – Determination of fees to be paid to the auditors, determination of the number of auditors and deputy auditors and election of auditor<\/strong>
The board of directors intends to present proposals for resolutions in accordance with items 10-12 no later than at the extraordinary general meeting on 25 February 2026.<\/p>\n

Item 13 – Resolution on abolition of the nomination committee instructions<\/strong>
At the annual general meeting held on 22 October 2021, it was resolved to adopt instructions for the nomination committee until further notice (the “Instructions<\/strong>“). The board of directors proposes that the Instructions shall be abolished.<\/p>\n

Documentation<\/strong>
Related documentation will be available at the Company’s office and on the Company’s website, www.valuno.com<\/a>, no later than two weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.<\/p>\n

Shareholders’ right to request information<\/strong>
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.<\/p>\n

Use of personal data<\/strong>
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB’s website: www.euroclear.com\/dam\/ESw\/Legal\/Privacy-notice-bolagsstammor-engelska.pdf<\/a>.
_________________<\/p>\n

Stockholm in February 2026
Valuno Group AB (publ)<\/strong>
The board of directors<\/em><\/p>\n

For further information, please contact:<\/strong>
Peter Liljeroos, Chairman of the Board
+4610-222 53 33
investor@valuno.com<\/a><\/p>\n

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About Valuno Group AB<\/strong>
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 www.investor.valuno.co<\/a>m.<\/p>\n<\/div>\n

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Attachments<\/strong>
Notice to attend the extraordinary general meeting in Valuno Group AB (publ)<\/a><\/p>\n<\/div>\n