Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Finans |
| Industri | Övriga finansiella tjänster |
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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 13 April 2026 at 17:00 CEST at the Company's premises at Sveavägen 31, 111 34 Stockholm.
Right to participate and notice of participation
A shareholder who wishes to participate at the general meeting must:
(i) be recorded in the share register maintained by Euroclear Sweden AB on 1 April 2026, and
(ii) notify the Company of its intention to participate no later than on 7 April 2026 to the address Valuno Group AB (publ), Sveavägen 31, 111 34 Stockholm or through email to [email protected]. The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying assistants (not more than two).
Nominee-registered shares
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 1 April 2026 will take into account voting rights registrations that have been made no later than 7 April 2026. This means that the shareholder must request that the nominee carries out such voting rights registration well in advance of this date.
Participation by proxy
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 [email protected]. 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.
Proposed agenda
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. Resolution on amendment of the articles of association
11. Renewed consideration of authorization to issue shares
12. Closing of the meeting
Item 7 - Determination of fees to be paid to the members of the board of directors
The shareholders Peter Liljeroos och BrainPower Invest AB (the ”Shareholders”) proposes that fees to the board of directors shall be paid, in accordance with the fee levels resolved by the annual general meeting 2025, proportionally in relation to the length of the term of office.
Item 8 - Determination of the number of board members and deputy board members
The Shareholders proposes that the board of directors shall consist of three board members without any deputy board members for the period until the end of the next annual general meeting.
Item 9 - Election of new members of the board of directors and new chairman of the board
The Shareholders proposes election of Jörgen Eriksson and Richard von Kalmar as new board members, re-election of Peter Liljeroos as board member, and election of Jörgen Eriksson 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 the Shareholders’ proposal, the board of directors will, for the period until the end of the next annual general meeting, consist of Jörgen Eriksson (chairman), Richard von Kalmar and Peter Liljeroos. For more information about Jörgen Eriksson and Richard von Kalmar, see below.
Information about Jörgen Eriksson
Background and education: Jörgen Eriksson was born in 1964 and holds an academic degree from the Stockholm School of Economics and has a background as Adjunct Professor in Innovation at several international universities. Jörgen Eriksson served as CEO of the Company during the period 2018–2020, a period characterized by the group's most extensive business expansion and clear strategic positioning. Under his leadership, a significant development of the Company's operations and market presence was carried out.
Jörgen Eriksson further has experience in financial services, fintech and institutional development, with a particular focus on capital formation, payment infrastructure and cross-border financial markets.
Throughout his career, he has held senior positions internationally in regulated financial environments and has served as a strategic advisor to central banks (including the project to establish the European Central Bank in 1998), banks, other financial institutions and growth companies on matters relating to innovation, expansion, corporate governance and the development of scalable business models.
Current assignments: Chairman of the board of Stream Innovation Ltd (England), Novo Business Holding Ltd (England), Ballista Ltd (Malta), BANQ AB (Sweden), among other assignments.
Independence: Jörgen Eriksson is independent in relation to the Company and in relation to the Company's management.
Shareholding: Jörgen Eriksson owns 600,000 shares directly or indirectly in the Company.
Information about Richard von Kalmar
Background and education: Richard von Kalmar was born in 1970 and is a British citizen, fintech entrepreneur and capital markets specialist with more than 25 years of experience in financial technology, banking infrastructure and cross-border financing. Earlier in his career, Richard von Kalmar co-founded a company in trading technology and risk management systems for financial markets, which was later acquired by SunGard Data Systems. He subsequently served as Managing Director of Algorithmics Africa, part of the Fitch Ratings group, where he worked with risk analysis and financial software solutions for financial institutions. Richard von Kalmar has served as an advisor to banks, financial institutions and governments on matters relating to capital market development, financial infrastructure and major project and trade finance initiatives in Europe, Africa and the Middle East. He holds a Doctor of Business Administration from Cranfield School of Management and an MBA in Finance from Heriot-Watt University.
Current assignments: Richard von Kalmar is currently a board member of Wahed, a global digital investment platform managing assets exceeding USD 1.5 billion, where he also serves on the company's audit and risk committee. Furthermore, Richard von Kalmar is Managing Director of Brigantine and Partner at Senga Bay Capital.
Independence: Richard von Kalmar is independent in relation to the Company and in relation to the Company's management.
Shareholding: Richard von Kalmar does not own any shares directly or indirectly in the Company.
Item 10 - Resolution on amendment of the articles of association
In order to be able to utilize the option provided by the Swedish Companies Act regarding the possibility for general meetings to be held entirely digitally, Citigiro proposes that a new second paragraph be introduced in § 8 of the articles of association as set out below.
Proposed wording
§ 8 second paragraph (new)
The board of directors may resolve that a general meeting shall be held digitally.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
Item 11 - Renewed consideration of authorization to issue shares
Citigiro proposes that the general meeting shall consider whether the previous authorization for the board of directors to resolve on the issuance of shares and/or other securities shall remain in force, be amended, or be revoked. Citigiro believes that the shareholders should be given the opportunity to reconsider the mandate in light of changed circumstances and the expected change in board composition. The board of directors' proposal for the share issuance authorization resolved upon at the annual general meeting on 29 December 2025 is set out below:
The board of directors proposes that the annual general meeting shall resolve to authorize the board of directors to, on one or several occasions up until the next annual general meeting, resolve on issues of shares, warrants and/or convertibles. The issues may be made with or without deviation from the shareholders’ preferential rights, as well as on terms regarding payment in kind, by right of set-off or against other terms.
The number of shares that may be issued under the authorization, and the increase of the share capital, shall not be limited other than by the limits for the number of shares and share capital as set out in the articles of association in its registered wording at each time. The board of directors shall otherwise have the right to determine all terms and conditions for the issue. The reason that the board of directors may resolve upon an issue with deviation from the shareholders’ preferential rights is that the Company shall be able to issue new shares, warrants and/or convertibles in order to finance the Company's continued operation and expansion.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
Documentation
Related documentation will be available at the Company's office and on the Company's website, www.valuno.com, 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.
Shareholders' right to request information
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.
Use of personal data
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
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For further information, please contact:
Peter Liljeroos, Chairman of the Board, Valuno Group AB (publ)
+46 10 222 53 55
[email protected]
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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 www.investor.valuno.com.