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The shareholders of B Treasury Capital AB, reg. no 559526-3566, (the "Company") are hereby invited to attend the annual general meeting on Tuesday 31 March 2026 at 10.00 CEST. The annual general meeting will be held digitally.
Shareholders may choose to exercise their voting rights at the digital annual general meeting by attending in person, through a proxy or by postal voting.
RIGHT TO ATTEND AND NOTICE
Shareholders wishing to attend the digital annual general meeting shall be registered as a shareholder in the share register maintained by Euroclear Sweden AB as per 23 March 2026 and shall give notice of their attendance to participate at the annual general meeting no later than 25 March 2026 in accordance with the instructions set out in the section "Online participation and voting at the annual general meeting" or "Voting by post in advance of the annual general meeting".
IMPORTANT INFORMATION
Please note that despite thorough preparations, it cannot be ruled out that online participation or voting at the digital annual general meeting does not work as intended due to technical complications attributable to the shareholders. If this occurs, the annual general meeting will still be held, and there is therefore a risk that shareholders will not be able to vote online. Shareholders who want to be certain of being able to exercise their voting rights should vote by post in advance of the annual general meeting.
VOTING AND PARTICIPATION AT THE ANNUAL GENERAL MEETING ONLINE
Notice
Shareholders who wish to exercise their voting rights at the annual general meeting by participating in person or by proxy shall give notice of attendance to the Company no later than 25 March 2026 per email to [email protected].
In the notice of attendance, please state name or company name, personal identification number or corporate registration number, address and telephone number as well as any assistants (not more than two).
Participation and voting online take place via Microsoft Teams. To participate and vote online, a stable network connection must be maintained throughout the annual general meeting. Online participation is possible via a computer, a smartphone or a tablet, provided that the device is equipped with an up-to-date operating system.
Those who give notice of attendance at the annual general meeting will be provided with login instructions sent to the email address used to give notice to the annual general meeting. On the day of the annual general meeting, the digital platform will open for login from 09.30 (CEST), and participants must log in no later than 10.00 (CEST) to attend.
Proxy
Shareholders may also participate in the annual general meeting through a proxy who holds a written, signed and dated power of attorney. In order for the proxy to receive login details for the digital meeting platform, the proxy's name, personal identity number and email address must be stated in the notice of participation. Proxy forms are available on the Company's website, www.btc.se. Any authorisation documents must be attached to the notice of participation. Please note that a notice of participation must be submitted even if a shareholder wishes to exercise their rights at the meeting through a proxy. A submitted proxy form does not count as a notice of participation.
VOTING BY POST IN ADVANCE OF THE ANNUAL GENERAL MEETING
Shareholders who wish to exercise their voting rights by postal voting prior to the annual general meeting shall use the postal voting form and follow the instructions available on the Company's website, www.btc.se. Shareholders who wish to exercise their voting rights by postal voting are requested to submit their postal vote to the Company by email to [email protected]. The postal vote must be received by the Company no later than 25 March 2026.
If shareholders vote by post through a proxy, a power of attorney and other authorisation documents must be enclosed with the postal voting form, see under "Voting and participation at the annual general meeting online - Proxy". A proxy form is available on the Company's website, www.btc.se.
Shareholders who wish to exercise their voting rights by postal voting may still choose to participate in the annual general meeting online. To obtain login details, shareholders who vote by post must indicate in the postal voting form that they wish to participate online.
NOMINEE-REGISTERED SHARES
To be entitled to participate in the annual general meeting, shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of participation, re-register such shares in their own name so that the shareholder is recorded in the share register as of 23 March 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures in such time in advance as decided by the nominee. The preparation of the share register as of the record date on 23 March 2026 will consider voting rights registrations made no later than 25 March 2026.
PROPOSED AGENDA
- Opening of the general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the general meeting has been duly convened
- Presentation of the annual report and the auditor's report, and the consolidated financial statements and the auditor's report for the group, for the financial year 2025
- Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- Resolution regarding disposition of the Company's earnings in accordance with the adopted balance sheet, and record date for any dividend
- Resolution on discharge from liability for the members of the board and the CEO
- Determination of the number of board members
- Determination of remuneration for the board members and the auditor
- Election of board members and chairman of the board
- Election of auditor
- Resolution to amend the articles of association
- Resolution on authorisation for the board to resolve to issue new shares, warrants and/or convertibles
- Closing of the general meeting
Election of chairman of the general meeting - Item 2
The board proposes that Topias Riuttamäki is appointed chairman of the annual general meeting.
Resolution regarding disposition of the Company's earnings in accordance with the adopted balance sheet, and record date for any dividend - Item 9
The board proposes that the annual general meeting resolves on the distribution of dividends for Series A Preference Shares in accordance with the following.
The board proposes that the annual general meeting resolves to distribute dividend corresponding to the outstanding amount accrued on the Series A Preference Shares, being in total SEK 5.00 per Series A Preference Share registered in the share register kept by Euroclear Sweden AB on the record date. The proposed record date for this dividend is 2 April 2026. If the annual general meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on 9 April 2026.
The board further proposes that the annual general meeting resolves to distribute dividend of in total SEK 12.00 per Series A Preference Share up until the next annual general meeting, to be paid monthly in an amount of SEK 1.00 per Series A Preference Share. The proposed record dates for this dividend are 15 April 2026, 15 May 2026, 15 June 2026, 15 July 2026, 14 August 2026, 15 September 2026, 15 October 2026, 13 November 2026, 15 December 2026, 15 January 2027, 15 February 2027 and 15 March 2027.
The board proposes that the annual general meeting resolves that no dividend shall be distributed for Class B shares.
The board further proposes that the remaining profit is carried forward, a portion of which may be used for dividend on additional Series A Preference Shares in accordance with the below.
The board proposes that the annual general meeting resolves that any new Series A Preference Shares that may be issued pursuant to the authorisation resolved by the general meeting in accordance with item 16 below shall carry the right to dividend for the first time on the record date for dividend occurring immediately after the shares have been recorded in the share register kept by Euroclear Sweden AB. This entails that the right to receive the first dividend of SEK 1.00 arises on the first record date referred to above that occurs after the shares have been entered in the share register.
Determination of the number of board members - Item 11
A group of shareholders representing approximately 60 percent of the votes in the Company proposes that the number of board members elected by the general meeting shall be four (4) without deputies.
Determination of remuneration for the board members and the auditor - Item 12
A group of shareholders representing approximately 60 percent of the votes in the Company proposes that no remuneration be paid to the chairman of the board and the other board members elected by the general meeting.
Further, it is proposed that remuneration to the Company's auditor shall be paid in accordance with approved invoices.
Election of board members and chairman of the board - Item 13
A group of shareholders representing approximately 60 percent of the votes in the Company proposes that the current members of the board, Topias Riuttamäki, Mariana Burenstam-Linder, Viktor Fritzén and David Madeling, be re-elected as members of the board for the period until the end of the next annual general meeting.
A group of shareholders representing approximately 60 percent of the votes in the Company proposes that Topias Riuttamäki be re-elected as chairman of the board.
Election of auditor - Item 14
A group of shareholders representing approximately 60 percent of the votes in the Company proposes that the authorised public accountant Mikael Köver be re-elected as the auditor in charge for the period until the end of the next annual general meeting.
Resolution to amend the articles of association - Item 15
The board proposes that the annual general meeting resolves to adopt new articles of association with amendments to 5 § as set out below. The amendments relate to an update of the Company's redemption provision for Class B shares. The amendments are proposed in order to enable the board to, when appropriate in light of prevailing market conditions and taking into account the relationship between the market price of the Company's shares and the value of the Company's Bitcoin holdings, resolve on redemption of Class B shares. If the share is traded at a discount in relation to the value of the Company's assets, such a redemption may mean that the remaining shareholders receive an increased share of the Company's Bitcoin per share. The amendment thereby gives the board an additional tool in its work to create long-term total return for the shareholders.
| Current wording | Proposed wording |
| 5 § SharesRedemption of Class B Shares Reduction of the share capital, but not below the minimum share capital, may be carried out through redemption of Class B shares. The Board of Directors is authorised to resolve on voluntary redemption of Class B shares, whereby redemption shall be offered to all holders of Class B shares pro rata to their existing holdings. Each redeemed Class B share shall be redeemed at an amount corresponding to the volume-weighted average price of the company's Class B share on the trading venue where the share is listed during the ten trading days preceding the Board's redemption resolution.Upon a redemption resolution, an amount corresponding to the reduction amount shall be allocated to the statutory reserve fund, provided sufficient funds are available.A holder of shares subject to redemption shall, immediately upon receipt of notice of the redemption resolution, receive payment for the redeemed shares, or, where registration or court approval is required, immediately upon receipt of notice that the decision has gained legal force. | 5 § SharesRedemption of Class B Shares Reduction of the share capital, but not below the minimum share capital, may be carried out through redemption of Class B shares. The Board of Directors is authorised to resolve on voluntary redemption of Class B shares, whereby redemption shall be offered to all holders of Class B shares. The application period for such voluntary redemption shall not be less than three banking days. In connection with redemption, the board of directors shall be authorised to resolve on the amount to be paid for each Class B share to be redeemed (the "Redemption Price"). The Redemption Price per Class B share shall be an amount corresponding to a discount of zero to ninety (0-90) percent in relation to the net asset value per Class B share at 17.30 Swedish time on the banking day following the last day of the application period. However, the Redemption Price shall never be less than the quota value. The percentage discount shall be communicated by way of a press release in connection with the announcement of the redemption offer.The company's net asset value per share shall be calculated by the company and shall be based on the market value of the company's assets less the company's liabilities, divided by the number of outstanding Class B shares before dilution as per the banking day following the last day of the application period. The market value of the company's holdings of Bitcoin shall be calculated based on the market value of Bitcoin at 17.30 Swedish time on the banking day following the last day of the application period.The board of directors shall determine the Redemption Price with such discount within the stated range as it deems appropriate in light of the prevailing market conditions, the share price of the company's Class B shares and the company's financial position and liquidity at the time of the board's resolution on redemption. The company shall, by way of a press release, announce the Redemption Price as soon as possible after 17.30 Swedish time on the banking day following the last day of the application period. If redemption is requested by more shareholders than can be accommodated due to the limitations set out in this provision, the board of directors' resolution on redemption or otherwise by law, the total redemption amount that can be paid shall be allocated pro rata among the shares that have been registered for redemption.Upon a resolution to carry out redemption after the end of the application period, an amount corresponding to the reduction amount shall be allocated to the statutory reserve fund, provided sufficient funds are available.A holder of shares subject to redemption shall, immediately upon receipt of notice of the redemption resolution, receive payment for the redeemed shares, or, where registration or court approval is required, immediately upon receipt of notice that the decision has gained legal force. |
Resolution on authorisation for the board to resolve to issue new shares, warrants and/or convertibles - Item 16
The board proposes that the annual general meeting resolves to authorise the board to, on one or several occasions for the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve to issue new Class A shares, Class B shares or Class C shares or Series A Preference Shares as well as warrants and/or convertibles. New issues of shares, warrants and/or convertibles shall be carried out on market terms and be paid in cash and/or by way of set-off or contribution in kind. The total number of shares that may be issued under the authorisation shall be within the limits of the articles of association.
The purpose of the authorisation, and the reasons for any deviation from the shareholders' preferential rights, are to enable the board to raise capital in a time- and cost efficient manner through issues in order to be able to act on market opportunities, which is considered particularly advantageous for the Company given its business model, as well as to maintain a balanced and flexible capital structure.
SPECIAL MAJORITY REQUIREMENTS
For valid resolutions under items 15 and 16, the proposals must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
NUMBER OF SHARES AND VOTES
As of the date of the issuance of this notice, the total number of shares in the Company amounts to 1,000,773,101 shares divided into 499,999,900 Class A shares with ten (10) votes per share, 780,313 Class B shares with one (1) vote per share and 499,992,888 Class C shares with one (1) vote per share. The total number of votes amounts to 5,500,772,201.
RIGHT TO INFORMATION
The board of directors and the CEO shall, if any shareholder so requests and the board believes that it can be done without material harm to the Company, provide such information at the annual general meeting regarding circumstances that may affect the assessment of an item on the agenda as well as circumstances that may affect the assessment of the Company's or its subsidiary's financial situation and the Company's relation to other companies in the group and the consolidated accounts.
AUTHORISATION
The CEO, or any person appointed by the CEO, shall be authorised to make such minor adjustments to the resolutions adopted by the general meeting that may be necessary upon registration with the Swedish Companies Registration Office or due to any other formal requirement.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
It will not be possible for the Company to verify whether any external persons are following the annual general meeting online. Consequently, the board of directors has decided to allow persons who are not shareholders to follow the annual general meeting online.
Stockholm in February 2026
B Treasury Capital AB
The board of directors