Press release from Companies
Publicerat: 2025-09-12 08:00:00
The shareholders of B Treasury Capital AB, reg. no 559526-3566, (the “Company”) are hereby invited to attend the extraordinary general meeting on Tuesday 21 October 2025 at 14.00 CEST. The meeting will be held digitally.
Shareholders may choose to exercise their voting rights at the digital general meeting by attending in person, through a proxy or by postal voting.
RIGHT TO ATTEND AND NOTICE
Shareholders wishing to attend the digital general meeting shall be registered as a shareholder in the share register maintained by Euroclear Sweden AB as per 13 October 2025 and shall give notice of their attendance to participate at the general meeting no later than 15 October 2025 in accordance with the instructions set out in the section “Online participation and voting and the general meeting” or “Voting by post in advance of the general meeting”.
IMPORTANT INFORMATION
Please note that despite thorough preparations, it cannot be ruled out that online participation or voting at the digital general meeting does not work as intended due to technical complications attributable to the shareholders. If this occurs, the 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 general meeting.
VOTING AND PARTICIPATION AT THE GENERAL MEETING ONLINE
Notice
Shareholders who wish to exercise their voting rights at the general meeting by participating in person or by proxy shall give notice of attendance to the Company no later than 15 October 2025 per email to hello@btc.se.
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 takes place via Microsoft Teams. To participate and vote online, a stable network connection must be maintained throughout the general meeting. Online participation is possible via a computer, a smartphone or a tablet, provided the device is equipped with an up-to-date operating system.
Those who give notice of attendance at the general meeting will be provided with login instructions sent to the email address used to give notice to the general meeting. On the day of the general meeting, the digital platform will open for login from 13.30 (CEST), and participants must log in no later than 14.00 (CEST) to attend.
Proxy
Shareholders may also participate in the 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 or organisation number and address must be stated in the notification 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 GENERAL MEETING
Shareholders who wish to exercise their voting rights by postal voting prior to the general meeting shall use the postal voting form and follow the instructions available on the Company’s website, www.btc.se. Postal votes shall be sent to the Company by email to hello@btc.se and must be received by the Company no later than 15 October 2025.
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 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 general meeting online. To obtain login details, shareholders who vote by post must indicate this on the postal voting form.
NOMINEE-REGISTERED SHARES
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must, in addition to give notice of participation, re-register such shares in their own name so that the shareholder is recorded in the share register as of 13 October 2025. 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 13 October 2025 will consider voting rights registrations made no later than 15 October 2025.
PROPOSED AGENDA
Election of chairman of the general meeting – Item 2
The board proposes that Topias Riuttamäki is appointed chairman of the extraordinary general meeting.
Resolution to amend the articles of association – Item 7
The board proposes that the general meeting resolves to adopt new articles of association with amendments to 5 § as set out below. The amendments relate to the introduction of a new class of shares, class A preference shares.
| Current wording | Proposed wording |
| 5 § Shares Number of shares The number of shares shall be no less than 1,000,000,000 and no more than 4,000,000,000. |
5 § Shares Number of shares The number of shares shall be no less than 1,000,000,000 and no more than 4,000,000,000. |
| Share classes Shares may be issued in two classes of ordinary shares named class A and class B, as well as a class of convertible, subordinated shares named class C. All share classes may be issued in a number corresponding to a maximum of the entire share capital. |
Share classes Shares may be issued in four classes: two ordinary share classes named class A and class B, one class of convertible, subordinated shares named class C, as well as one class of preference shares named class A preference shares. All share classes may be issued in a number corresponding to a maximum of the entire share capital. |
| Voting rights Class A shares entitle ten (10) votes, while class B and class C shares entitle one (1) vote. |
Voting rights Class A shares entitle ten (10) votes. Shares of class B and class C as well as class A preference shares entitle one (1) vote. |
| Dividends etc. Class B shares entitle the holder to dividends.Class A and class C shares do not entitle the holder to dividends. Upon dissolution of the company, class A and class C shares entitle the holder to an equal share of the company’s assets as other shares, but not to an amount higher than the share’s quota value. |
Dividends Class B shares and class A preference shares entitle the holder to dividends.Class A and class C shares do not entitle the holder to dividends. Class A preference shares shall carry preferential rights over the class B shares to an annual dividend of SEK 12.00 per share with monthly payments of SEK 1.00 per share (the “Preference A Dividend”). The record dates for the payments shall be the fifteenth calendar day every month. If the fifteenth is not a banking day, the preceding banking day shall be used as the record date. “banking day” means a day that is not a Sunday, other public holiday or a day that is treated as a public holiday for the purpose of payment of debt instruments (such treated days are currently Saturdays, Midsummer’s Eve, Christmas Eve and New Year’s Eve).If no dividend is paid on class A preference shares in connection with a record date, or if a dividend of less than SEK 1.00 is paid, the class A preference shares shall entitle the holder to receive, in addition to future Preference A Dividends, an amount corresponding to the difference between what would have been paid and the amount paid (“Outstanding Amount”) before a dividend on the ordinary shares of class B is paid. The class A preference shares shall not otherwise carry any rights to dividends, and no interest shall be paid on the Outstanding Amount.If the number of class A preference shares is changed because of a consolidation, split or a similar corporate event, the amounts to which the class A preference shares are entitled in respect of dividends, redemption or dissolution of the company in accordance with these articles of association shall be recalculated to reflect such change. |
| Dissolution of the company In the event of the company’s dissolution, class A preference shares shall have preferential rights, over ordinary shares and class C shares, to receive from the company’s assets an amount of SEK 120 per class A preference share. The class A preference shares shall not otherwise entitle the holder to any right to a share in the liquidation proceeds. In the event of the company’s dissolution, class A and class C shares entitle the holder to an equal share of the company’s assets as other ordinary shares, but not to an amount higher than the share’s quota value. |
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| Redemption of class B shares A reduction in share capital, but not below the minimum capital, may be effected through the redemption of class B shares. The board of directors shall have the right to decide on the voluntary redemption of the company’s class B shares, in which case redemption shall be offered to all holders of class B shares in proportion to the number of class B shares they previously owned. Upon redemption, an amount corresponding to the volume-weighted average price of the company’s class B shares on the market where the company’s shares are traded during the ten trading days immediately preceding the date of the board of directors’ decision on redemption shall be paid per class B share.When a decision on redemption is made, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available.Owners of shares that have been notified for redemption shall be obliged to receive payment for the shares immediately after receiving notification of the redemption decision or, where the Swedish Companies Registration Office or the court’s permission for the reduction is required, after receiving notification that the final decision has been registered. |
Redemption of class B shares A reduction in share capital, but not below the minimum capital, may be effected through the redemption of class B shares. The board of directors shall have the right to decide on the voluntary redemption of the company’s class B shares, in which case redemption shall be offered to all holders of class B shares in proportion to the number of class B shares they previously owned. Upon redemption, an amount corresponding to the volume-weighted average price of the company’s class B shares on the market where the company’s shares are traded during the ten trading days immediately preceding the date of the board of directors’ decision on redemption shall be paid per class B share.When a decision on redemption is made, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available.Owners of shares that have been notified for redemption shall be obliged to receive payment for the shares immediately after receiving notification of the redemption decision or, where the Swedish Companies Registration Office or the court’s permission for the reduction is required, after receiving notification that the final decision has been registered. |
| Conversion of class C shares Class C shares shall be automatically converted into class B shares if the relevant conversion condition for class C shares is met during a quarter. Such automatic conversion shall take place in connection with the company submitting its quarterly report, in which the calculation of the relevant condition for conversion shall be reported. If the company submits a quarterly report in accordance with the requirements of the market on which the company’s shares are traded, the quarterly report shall be understood to mean such a quarterly report. The number of class C shares to be converted into class B shares shall be based on the degree of fulfilment of the relevant conversion condition. After automatic conversion, the board of directors shall without delay report the conversion for registration with the Swedish Companies Registration Office, and the conversion shall be deemed to have been effected when registration has taken place and been noted in the CSD register.If only a certain proportion of the class C shares are to be converted, holders of class C shares shall be entitled to have their class C shares converted into new class B shares in proportion to the number of class C shares they previously owned, and to the extent that this is not possible, by drawing lots.The conditions that must be met for the conversion of class C shares are set out in Appendix 1. |
Conversion of class C shares Class C shares shall be automatically converted into class B shares if the relevant conversion condition for class C shares is met during a quarter. Such automatic conversion shall take place in connection with the company submitting its quarterly report, in which the calculation of the relevant condition for conversion shall be reported. If the company submits a quarterly report in accordance with the requirements of the market on which the company’s shares are traded, the quarterly report shall be understood to mean such a quarterly report. The number of class C shares to be converted into class B shares shall be based on the degree of fulfilment of the relevant conversion condition. After automatic conversion, the board of directors shall without delay report the conversion for registration with the Swedish Companies Registration Office, and the conversion shall be deemed to have been effected when registration has taken place and been noted in the CSD register.If only a certain proportion of the class C shares are to be converted, holders of class C shares shall be entitled to have their class C shares converted into new class B shares in proportion to the number of class C shares they previously owned, and to the extent that this is not possible, by drawing lots.The conditions that must be met for the conversion of class C shares are set out in Appendix 1. |
| Redemption of class A preference shares Reduction of the share capital, but not below the minimum capital, may be performed by redemption of a certain number or all the class A preference shares by decision of the company’s board of directors or the general meeting. When a decision on redemption is made, an amount corresponding to the reduction amount shall be allocated to the reserve fund if the necessary funds are available.The distribution of class A preference shares to be redeemed shall be made pro rata in relation to the number of class A preference shares owned by each owner of class A preference shares at the time of the board of directors’ or the general meeting’s decision on redemption. If the distribution as described above is not evenly distributed, the board of directors shall decide on the distribution of the excess class A preference shares to be redeemed.The redemption amount for each redeemed class A preference share shall amount to SEK 120.Owners of class A preference shares that are being redeemed shall be entitled to receive payment for the class A preference shares immediately after receiving written notification of the redemption decision or, where the Swedish Companies Registration Office or a court’s approval of the reduction is required, after receiving notification that the decision on such approval has become final. | |
| Issues If the company decides to issue new shares through a cash issue or a set-off issue, shareholders shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares of the same class previously held by the holder (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the number of shares they previously owned, and to the extent that this is not possible, by drawing lots. If the company decides to issue warrants or convertibles in exchange for payment other than in kind, the provisions above regarding shareholders’ preferential rights shall apply accordingly. The provisions of the preceding paragraphs shall not imply any restriction on the possibility of deciding on an issue in deviation from shareholders’ preferential rights. In the event of an increase in the share capital through a bonus issue with the issue of new shares, new shares shall be issued of each class of shares in proportion to the number of shares of that class already in existence. In such cases, old shares of a certain class shall entitle the holder to new shares of the same class. The foregoing shall not imply any restriction on the possibility of issuing new classes of shares through a bonus issue, after the necessary amendment of the articles of association. |
Issues If the company decides to issue new shares through a cash issue or a set-off issue, shareholders shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares of the same class previously held by the holder (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the number of shares they previously owned, and to the extent that this is not possible, by drawing lots. If the company decides to issue warrants or convertibles in exchange for payment other than in kind, the provisions above regarding shareholders’ preferential rights shall apply accordingly. The provisions of the preceding paragraphs shall not imply any restriction on the possibility of deciding on an issue in deviation from shareholders’ preferential rights. An increase in the share capital through a bonus issue involving the issue of shares may only take place through the issue of ordinary shares of class A, class B and/or class C. In such cases, when increasing the share capital through a bonus issue with the issue of new shares, new shares shall be issued of each class of shares in proportion to the number of shares of that class already in existence. In such cases, old shares of a certain class shall entitle the holder to new shares of the same class. The foregoing shall not imply any restriction on the possibility of issuing new classes of shares through a bonus issue, after the necessary amendment of the articles of association. |
Resolution on authorisation for the board to resolve to issue new class A preference shares – Item 8
Provided that the general meeting resolves to approve item 7 on the agenda, the board proposes that the general meeting resolves to authorise the board to, at 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 preference shares against payment in cash. An issue made with deviation from the shareholders’ preferential rights shall be made at a market-based subscription price. The total number of class A preference 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, is to enable the board to raise capital in a time and cost efficient manner through preference share issues in order to be able to act on market opportunities, which is considered particularly advantageous for the Company given its business model, and to maintain a balanced and flexible capital structure.
SPECIAL MAJORITY REQUIREMENTS
For valid resolutions under items 7 and 8, 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 1,000,766,327 shares divided into 499,999,900 ordinary shares of class A with ten (10) votes per share, 766,527 ordinary shares of class B with one (1) vote per share and 499,999,900 class C shares with one (1) vote per share. The total number of votes amounts to 5,500,765,427.
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 information regarding circumstances that may affect the assessment of an item on the agenda.
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 of 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 general meeting online. Consequently, the board of directors has decided to allow persons who are not shareholders to follow the general meeting online.
Stockholm in September 2025
B Treasury Capital AB
The board of directors
