The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders in Truecaller AB, Reg. No. 559278-2774, are hereby invited to attend the extraordinary general meeting (Sw. extra bolagsstämma) to be held at the company’s premises at Mäster Samuelsgatan 56 in Stockholm, Sweden, on Thursday 10 September 2026 at 11 a.m. CEST.
Right to participate in the meeting and notice of participation
Shareholders wishing to attend the meeting must:
●be registered in the company’s share register kept by Euroclear Sweden AB as of Wednesday 2 September 2026; and
●no later than on Friday 4 September 2026, notify the company of their intention to participate in the extraordinary meeting by mail to Computershare AB, “Truecaller’s EGM”, P.O. Box 149, SE-182 12 Danderyd, Sweden, by phone to +46(0)771 24 64 00, by e-mail to proxy@computershare.se, or electronically on the company’s website, (corporate.truecaller.com/governance/general-meetings). The notice should specify the complete name of the shareholder, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Trustee-registered shares
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Friday 4 September 2026. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
Proxies etc.
A proxy representing a shareholder must bring a written, dated and by the shareholder signed power of attorney to the meeting. The validity term of the power of attorney may be at the longest five years if this is specifically stated. In case no validity term is stated, the power of attorney is valid for at the longest one year. Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation. A template power of attorney can be found at the company website (corporate.truecaller.com/governance/general-meetings) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda
0.Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to attest the minutes.
- Determination as to whether the meeting has been duly convened.
- Resolution on (A) reduction of the share capital by way of cancellation of own shares, and (B) increase of the share capital by way of bonus issue.
- Closing of the meeting.
Proposed resolutions
Item 6: Resolution on (A) reduction of the share capital by way of cancellation of own shares, and (B) increase of the share capital by way of bonus issue
A. Reduction of the share capital by way of cancellation of own shares
The board of directors proposes that the meeting resolves to reduce the share capital by way of cancellation of 24,185,040 own series B shares that have been repurchased by the board of directors based on the authorization given at the annual general meeting of 2026. Through the reduction, the share capital is reduced by SEK 54,822.510102. The purpose of the reduction is allocation to unrestricted equity.
B. Increase of the share capital by way of bonus issue
To restore the share capital after the proposed reduction of the share capital set out in A above, the board of directors proposes that the meeting simultaneously resolves to increase the share capital by SEK 54,822.510102 through a bonus issue, by transferring the same amount from the company’s unrestricted equity without the issuance of new shares.
The board’s report in accordance with Chapter 20, Section 13 of the Swedish Companies Act (2005:551)
In accordance with Chapter 20, Section 13 of the Swedish Companies Act, the board of directors reports as follows. The resolution to reduce the company’s share capital by cancellation of own series B shares according to item A can be carried out without authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a general court, since the company at the same time carries out an equal increase of the share capital through a bonus issue in accordance with item B above. Thus, the company’s restricted equity and share capital will remain unchanged.
The board of directors’ proposal in accordance with items A and B above shall be resolved upon as one resolution by the meeting. The proposal has to be supported by shareholders representing at least two thirds of the votes cast as well as of all shares represented at the meeting.
Complete proposals and other information
The complete proposals for resolutions with ancillary documents pursuant to the Swedish Companies Act, will be available for the shareholders at the company’s office at Mäster Samuelsgatan 56, SE-111 21 Stockholm, Sweden, and at the company’s website (corporate.truecaller.com/governance/general-meetings) as from no later than three weeks prior to the meeting. Copies of the documents will be sent to the shareholders upon their request to the company, provided that such shareholders state their address, and will also be made available at the meeting.
Shareholders present at the meeting have the right to request information at the meeting pursuant to Chapter 7, Section 32 Paragraph 1 of the Swedish Companies Act.
Number of shares and votes in the company
The total number of shares in the company amounts to 337,515,795, of which 46,783,800 are series A shares with ten votes per share, 288,642,497 are series B shares with one vote per share and 2,089,498 are series C shares with one vote per share. The number of votes in the company amounts to 758,569,995. As per the date of the notice to the extraordinary general meeting, the company holds 24,185,040 series B shares and 2,089,498 series C shares, that cannot be represented at the meeting.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________________
Stockholm in August 2026
Truecaller AB (publ)
The Board of Directors
For more information, please contact:
Andreas Frid, Head of IR & Communication
+46705 290800
andreas.frid@truecaller.com
This information was submitted for publication, through the agency of the contact person set out above, at the time stated by the company’s news distributor, Cision, at the publication of this press release.
About Truecaller:
Truecaller is the leading global platform for secure and reliable communication. Fraud and unwanted communication are commonplace in digital economies and emerging markets in particular. Our mission is to create reliable communication. Truecaller is a natural part of the daily communication of more than 500 million active users. Truecaller has been listed on Nasdaq Stockholm since October 8, 2021. For more information, please visit corporate.truecaller.com.