Press releases

Press releases

Notice to Extraordinary General Meeting in Fragbite Group AB (publ)

Regulatory10 October, 2025 at 22:16

Fragbite Group AB (publ) (“Fragbite Group” or “The Company”), 556990-2777, hereby invites shareholders to the Extraordinary General Meeting on Monday 27 October 2025 at 15.00 CET at the Company’s offices on Linnégatan 51, 114 58 Stockholm. Registration for the Extraordinary General Meeting will commence at 14:45 CEST.

RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION
A shareholder who wishes to participate in the Extraordinary General Meeting (“EGM”) must:

(i) be recorded in the share register maintained by Euroclear Sweden AB (”Euroclear”) relating to the circumstances on 17 October, and

(ii) no later than 21 October 2025 give notice by post to Fragbite Group AB (publ), Linnégatan 51, 114 58 Stockholm or by e-mail to ir@fragbitegroup.com. When providing such notice, the shareholder should set forth the name, address, telephone number, personal/corporate identity number, the number of shares held and, when applicable, information about representatives and assistants.

NOMINEE-REGISTERED SHARES
A shareholder whose shares are held with a nominee must, through the nominee, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear as of 17 October 2025 to be entitled to participate in the EGM. Such registration may be temporary (so called voting right registration). A shareholder who wishes to register its shares in its own name must, in accordance with the nominee's procedures, request that the nominee carries out such voting right registration. Voting right registrations completed no later than 21 October 2025 are taken into account when preparing the AGM’s register of shareholders.

PROXY AND PROXY FORMS
If a shareholder is represented by proxy, a written, dated proxy form for the representative must be issued, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. A proxy form is available on the Company’s website, www.fragbitegroup.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. A proxy form may not be older than one year unless a longer period of validity is specified in the form, up to but no longer than five years. To facilitate the registration at the EGM, the proxy and the certificate of registration and other certificates of authority should be sent to the Company as set out above so that it is received well in advance of the EGM.

PROPOSED AGENDA

  1. Opening of the EGM
  2. Election of chairperson of the EGM
  3. Establishment and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Determination whether the EGM has been duly convened
  7. Resolution to approve the Board of Directors' decision on a directed issue of shares pursuant to Aktiebolagslagen chapter 16 (the so-called Leo law) (1)
  8. Resolution to approve the Board of Directors' decision on a directed issue of shares pursuant to Aktiebolagslagen chapter 16 (the so-called Leo law) (2)
  9. Closing of the EGM

PROPOSALS FOR RESOLUTION

Election of Chairperson of the EGM (item 2)
The Board of Directors proposes that Chairman Michael Lundgren be elected chairperson of the EGM, or in his absence a person appointed by the Board of Directors.

Resolution to approve the Board of Directors' decision on a directed issue of shares pursuant to aktiebolagslagen chapter 16 (the so-called Leo law) (1) (item 7)

The Board of Directors proposes that the EGM resolve to approve the Board of Directors’ decision from 9 October 2025 on a directed issue of maximum 98,049 shares on the following terms:

  1. The Company's share capital shall be increased by a maximum of SEK 49,024.50 through an issue of a maximum of 98,049 shares.
  2. The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to creditors Mikael Pettersson, Erika Mattsson via Åhmansson Consulting AB and Magdy Shehata.
  3. Over-subscription is not permitted.
  4. Based on the amount of the set-off claim, the subscription price corresponds to approximately SEK 7.7104 per share, totalling SEK 755,997.01. The subscription price has been determined on the basis of negotiations with the Company's lenders at the time the loans were raised. At the time the loans were taken out, the subscription price represented a discount of 20 per cent compared with the volume-weighted average price of the Company's share over the last 20 trading days. The difference between the subscription price and the quota value of the shares shall be allocated to the Company's free share premium reserve.
  5. Subscription for the shares shall be made on a special subscription list no later than 14 days from the issue decision. The Board of Directors shall have the right to extend the subscription period.
  6. Subscribed shares shall be paid for in cash at the time of subscription or by setting off matured receivables against the Company.
  7. The new shares shall carry the right to dividend for the first time on the record date for dividend that occurs immediately after the shares have been entered in the share register maintained by Euroclear and the issue has been registered with the Swedish Companies Registration Office (sv. Bolagsverket).

Reasons for deviation from shareholders' preferential rights
The reason for deviating from shareholders' preferential rights is to fulfil the Company's obligations to those entitled to subscribe pursuant to an agreement, according to which those entitled to subscribe shall be given the right to subscribe for new shares in the Company against payment in the form of set-off of the claims in question. The Board of Directors considers that it is beneficial to the Company's financial position and in the interests of the shareholders to repay the persons entitled to subscribe in the form of shares, as this strengthens the Company's working capital and reduces the Company's indebtedness. Furthermore, the issue will have no effect on the Company's cash flow. The Company's Board of Directors therefore considers that an issue with deviation from the shareholders' preferential rights is a better alternative for the Company and the Company's shareholders than a preferential issue.

Authorisation
The CEO of the Company shall be authorised to make those minor adjustments to the above resolution that may be proven necessary in connection with registration or due to other formal requirements.

Resolution to approve the Board of Directors' decision on a directed issue of shares pursuant to aktiebolagslagen chapter 16 (the so-called Leo law) (2) (item 8)

The Board of Directors proposes that the EGM resolve to approve the Board of Directors’ decision from 9 October 2025 on a directed issue of maximum 350,000 shares on the following terms:

  1. The Company's share capital shall be increased by a maximum of SEK 175,000 through an issue of a maximum of 350,000 shares.
  2. The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be granted to creditors Mikael Pettersson, Niclas Bergkvist via WB Invest AB and Karl-Patrik von Bahr.
  3. Over-subscription is not permitted.
  4. The subscription price is SEK 10 per share. The subscription price has been determined based on negotiations with the Company's lenders at the time the loans were raised. At the time that the loans, which gave the right to be offset against shares, were taken out, the subscription price represented a premium of approximately 29.2 percent compared with the average price of the Company's shares over the last 20 trading days. It is the Board of Director's assessment that the subscription price is in line with market conditions. The difference between the subscription price and the quota value of the shares shall be allocated to the Company's free share premium reserve.
  5. Subscription for the shares shall be made on a special subscription list no later than 14 days from the issue decision. The Board of Directors shall have the right to extend the subscription period.
  6. Subscribed shares shall be paid for in cash at the time of subscription or by setting off matured receivables against the Company.
  7. The new shares shall carry the right to dividend for the first time on the record date for dividend that occurs immediately after the shares have been entered in the share register maintained by Euroclear and the issue has been registered with the Swedish Companies Registration Office (sv. Bolagsverket).

Reasons for deviation from shareholders' preferential rights
The reason for deviating from the shareholders' preferential rights is to fulfil the Company's obligations to those entitled to subscribe pursuant to an agreement, according to which those entitled to subscribe shall be given the right to subscribe for new shares in the Company against payment in the form of set-off of the claims in question. The Board of Directors considers that it is beneficial to the Company's financial position and in the interests of the shareholders to repay the persons entitled to subscribe in the form of shares, as this strengthens the Company's working capital and reduces the Company's indebtedness. Furthermore, the issue will have no effect on the Company's cash flow. The Company's Board of Directors therefore considers that an issue with deviation from the shareholders' preferential rights is a better alternative for the Company and the Company's shareholders than a preferential issue.

Authorisation
The CEO of the Company shall be authorised to make those minor adjustments to the above resolution that may be proven necessary in connection with registration or due to other formal requirements.

MAJORITY REQUIREMENT
For a resolution under item 7 and 8 to be valid, the proposal must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the EGM.

DOCUMENTS
Proxy forms and other documents to be provided prior to the eGM in accordance with the Swedish Companies Act will be available at the Company (address as above) and on the Company's website www.fragbitegroup.com no later than two weeks prior to the meeting. The documents will be sent free of charge to shareholders who so request and provide their postal address. The documents will also be available at the AGM.

INFORMATION AT THE EGM
Shareholders are reminded of their right to request information in accordance with the Swedish Companies Act. At the EGM, the Board of Directors and the CEO are obliged, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, to provide information about circumstances that may affect the assessment of an item on the agenda. The duty of disclosure also relates to the Company's relationship with other Group companies and such circumstances regarding subsidiaries as referred to in the previous sentence.

PERSONAL DATA
Personal data obtained from the share register, notification of attendance at the EGM and information about proxies will be used for registration, preparation of the voting list for the EGM and, where applicable, minutes of the EGM. For information on how personal data is processed in connection with the EGM, please refer to the privacy policy available on Euroclear's website:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

* * *
Stockholm in October 2025

Fragbite Group AB (publ)
the Board of Directors

Keep updated on news from Fragbite Group

Subsidiaries & Brands