Notice of extraordinary general meeting in Scandi Standard AB (publ)
Scandi Standard AB (publ), 556921-0627, will hold an extraordinary general meeting on Wednesday 26 August 2026 at 10.00 a.m. CEST at the company’s offices at Strandbergsgatan 55, SE-112 51 in Stockholm, Sweden. The entrance and registration will open at 9.30 a.m. CEST.
Exercise of voting right at the extraordinary general meeting
Those who wish to exercise their right to vote at the extraordinary general meeting must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday 18 August 2026 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by Thursday 20 August 2026; and
- give notice of attendance to the company in accordance with the instructions in the section “Notice of participation in person or by proxy” no later than Thursday 20 August 2026.
Notice of participation in person or by proxy
Shareholders who wish to participate in the general meeting in person or by proxy must give notice of attendance to the company no later than on Thursday 20August 2026, either:
- electronically via Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/
- by mail to Scandi Standard AB (publ), Att. “Extraordinary general meeting”, c/oEuroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden; or
- by telephone at +46 8 402 90 55 on weekdays between 9.00 a.m. and 4.00 p.m. CEST.
The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).
Those who do not wish to attend the extraordinary general meeting in person may exercise their rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.
To facilitate the registration at the extraordinary general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at Scandi Standard AB (publ), Att. “Extraordinary general meeting”, c/oEuroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, no later than on Thursday 20 August 2026.
Please note that a notice of attendance at the general meeting must be given even if a shareholder wishes to exercise its voting rights at the meeting through a proxy. A submitted proxy form does not constitute a notice of attendance.
Template proxy forms in Swedish and English are available on the company’s website, www.scandistandard.com.
PROPOSED AGENDA
1. Election of a chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to attest the minutes
5. Determination of whether the meeting was duly convened
6. Resolution on approval of the board of directors’ resolution to issue ordinary shares with preferential rights for the company’s shareholders
7. Resolution on approval of underwriting commitment fees
8. Closing of the meeting
PROPOSED RESOLUTIONS
Item 6: Resolution on approval of the board of directors’ resolution to issue ordinary shares with preferential rights for the company’s shareholders
Background
On 30 July 2026, the company announced that the board of directors had resolved on a new issue of ordinary shares with preferential rights for the company’s shareholders of approximately SEK 408 million, subject to subsequent approval by an extraordinary general meeting, for the purpose of financing the acquisition of Glenhaven Foods which the company announced on the same day.
Shareholders representing a total of approximately 63 percent of all shares and votes in the company have undertaken to vote in favour of the proposal under this item 6 on the proposed agenda.
For more information, please see the press releases regarding the acquisition of Glenhaven Foods and the rights issue on the company’s website, www.scandistandard.com.
Proposal
The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors’ resolution on 30 July 2026 to issue ordinary shares with preferential rights for the company’s shareholders on the following terms and conditions.
Amount by which the share capital is to be increased
The share capital shall be increased by a maximum of SEK 32,634.65.
Number of ordinary shares to be issued
A maximum of 3,268,143 ordinary shares shall be issued.
Subscription price
The subscription price shall be SEK 125 per ordinary share. The part of the subscription price exceeding the shares’ quota value shall be allocated to the non-restricted statutory reserve (Sw. den fria överkursfonden).
Subscription rights
Those who are registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date on 28 August 2026 shall have preferential rights to subscribe for ordinary shares. Shareholders shall receive one (1) subscription right for each existing ordinary share held on 28 August 2026. Twenty(20) subscription rights shall entitle to subscription for one (1) new ordinary share in the company. Only entire new ordinary shares can be subscribed for (no fractions).
Should all new ordinary shares not be subscribed for with subscription rights, the board of directors shall resolve on the allotment of the remaining ordinary shares to those who have applied for subscription for shares without subscription rights in accordance with the following principles:
- Firstly, such ordinary shares shall be allotted to those who also subscribed for new ordinary shares with subscription rights, regardless if they were shareholders on the record date on 28 August 2026 or not, in proportion to the number of subscription rights each such person exercised for subscription for ordinary shares, and where this is not possible, by drawing of lots.
- Secondly, such ordinary shares shall be allotted to others who applied for subscription for new ordinary shares without subscription rights and, in case of oversubscription, in proportion to the number of ordinary shares that each such person has applied to subscribe for, and where this is not possible, by drawing of lots.
- Thirdly, such ordinary shares shall be allotted to those who have subscribed for ordinary shares pursuant to guarantee undertakings towards the company, in accordance with the terms of the undertakings.
Subscription period and payment
Subscription for new ordinary shares by exercise of subscription rights shall be made by payment in cash during the period 1 September–15 September 2026.
Subscription for ordinary shares without subscription rights shall be made on a separate subscription list during the period 1 September–15 September 2026. Payment for ordinary shares subscribed for without subscription rights shall be made through payment in cash no later than the third business day following notification of allotment of ordinary shares.
The board of directors shall have the right to extend the subscription period and postpone the date for payment.
Record date
The record date for determining who shall have preferential rights to subscribe for new ordinary shares and thus receive subscription rights shall be 28 August 2026.
Right to dividend
The new ordinary shares shall entitle to dividends for the first time on the first record date for dividends that occurs after 18 September 2026. Accordingly, the new ordinary shares will not entitle to the second instalment of the dividend that was resolved upon at the annual general meeting on 28 April 2026.
The company’s holding of own shares
As of the date of this notice, the company holds 698,012 own shares in treasury. Shares held by the company will not entitle to subscription for new ordinary shares.
Authorisation to make minor amendments
The board of directors, or any person appointed by the board of directors, shall be authorised to make such minor adjustments of the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 7: Resolution on approval of underwriting commitment fees
Background
Grupo Lusiaves, Investment AB Öresund, Lantmännen, Eva Qviberg, Mats Qviberg and Anna Engebretsen, who in aggregate control approximately 63 percent of all shares and votes in the company, have undertaken to subscribe for their respective pro rata shares of the preferential rights issue proposed under item 6 of the agenda.
In addition, these shareholders have undertaken to guarantee the subscription for the remaining approximately 37percent of the preferential rights issue that are not already covered by pro rata subscription commitments, allocated among them in proportion to their current shareholdings in the company. As consideration for theunderwriting commitments, these shareholders have requested an underwriting commitment fee of in aggregate SEK6,043,425, corresponding to four (4) percent of the subscription amount guaranteed by each of them. The shareholders’ obligation to fulfil the underwriting commitments are conditional upon the company’s payment of such underwriting commitment fees. Since several of the shareholders are represented on the board of directors of the company, the board of directors considers it appropriate to seek the approval of the extraordinary general meeting for thecompany’s payment of the underwriting commitment fee. Consequently, the underwriting commitments are conditional upon the extraordinary general meeting’s approval of the company’s payment of the underwriting commitment fee.
In accordance with good practice in the Swedish stock market (Sw. god sed på aktiemarknaden), no commitment fee or compensation is payable in respect of Grupo Lusiaves’, Investment AB Öresund’s, Lantmännen’s, Eva Qviberg’s, Mats Qviberg’s and Anna Engebretsen’s commitments to subscribe for their respective pro rata shares of the preferential rights issue based on their respective shareholdings in the company. Further, these commitments are not conditional upon the payment of the underwriting commitment fee.
Proposal
The board of directors proposes that the extraordinary general meeting resolves toapprove the payment of an underwriting commitment fee of in aggregate SEK6,043,425 to Grupo Lusiaves, Investment AB Öresund, Lantmännen, Eva Qviberg, Mats Qviberg and Anna Engebretsen, in accordance with their respective underwriting commitments towards the company in connection with the rights issue.
Majority requirement
A resolution in accordance with the board of directors’ proposal under this item 7 shall be valid only if supported by shareholders representing more than half of the votes cast at the resolution, whereby votes cast by Grupo Lusiaves, Investment AB Öresund, Lantmännen, Eva Qviberg, Mats Qviberg and Anna Engebretsen (being the shareholders that would be entitled to the underwriting commitment fee) shall not be taken into account.
NUMBER OF SHARES AND VOTES
On the date of this notice, the company has only issued ordinary shares and the total number of shares and votes in the company amounts to 66,060,890. On the date of this notice, the company holds 698,012own ordinary shares, representing 698,012votes, which will not carry any voting rights at the general meeting or entitle to subscription for new ordinary shares in the rights issue proposed by the board of directors under item 6 of the agenda.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The board of directors and the managing director shall, if a shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
DOCUMENTS
Documents that shall be made available prior to the extraordinary general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company at Strandbergsgatan 55, SE-112 51 Stockholm, Sweden and the company’s website, www.scandistandard.com, not later than three weeks prior to the extraordinary general meeting. The documents will also be sent free of charge to shareholders who so request and inform the company of their address. Such a request may be sent to Scandi Standard AB (publ), Att. “Scandi Standard EGM”, P.O. Box 30174, SE-10425 Stockholm, Sweden, or by email to the company at ir@scandistandard.com.
PROCESSING OF PERSONAL DATA
For information about the processing of personal data in connection with the extraordinary general meeting, see the privacy notice on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in July 2026
Scandi Standard AB (publ)
The board of directors