Notice to the annual general meeting 2026

The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

NOTICE OF ANNUAL GENERAL MEETING

Bokusgruppen AB (publ), 559025-8637, gives notice of its annual general meeting on Thursday, 7 May 2026, 09.00 (CEST), at Akademibokhandeln’s store, Mäster Samuelsgatan 28, SE-111 57 Stockholm, Sweden. The entrance to the meeting opens at 08.30 (CEST). A light breakfast will be offered to the participants.

RIGHT TO ATTEND AND NOTICE OF ATTENDANCE
Those who wish to attend the general meeting must:
1. be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday, 28 April 2026, or, if the shares are registered in the name of a nominee, request from the nominee that the shares are registered for voting purposes in such time that the registration is completed not later than on Thursday, 30 April 2026; and

2. give notice of their intention to participate no later than on Thursday, 30 April 2026.

Notice of attendance may be made by e-mail to [email protected] or through mail to Bokusgruppen AB, “General Meeting”, Box 2100, SE-103 13 Stockholm, Sweden.

The notice of attendance must state name or company name, personal identification number or corporate registration number, address, telephone number and, where relevant, number of accompanying advisors (not more than two).

A shareholder can vote at the general meeting by physically attending the general meeting or through a proxy.

SHARES REGISTERED IN THE NAME OF A NOMINEE
In order to participate in the general meeting, shareholders with nominee-registered shares held via a bank or other nominee must, in addition to giving notice of their intention to participate, request the nominee to register them in the shareholder’s own name in the share register kept by Euroclear Sweden AB no later than on Thursday, 30 April 2026. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts (ISK).

PROXIES AND PROXY FORMS
A person who is not personally attending the general meeting may exercise their rights through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal person, a copy of the registration certificate or a corresponding document shall be appended to the power of attorney.

In order to facilitate the entrance to the general meeting, proxies, certificates of registration and other authorisation documents should be submitted to the company at Bokusgruppen AB, “General Meeting”, Box 2100, SE-‑103 13 Stockholm, Sweden no later than Thursday, 30 April 2026.

Please note that a notice of attendance must also be given by a person who is attending by proxy. A submitted proxy form is not regarded as a notice of attendance.

A proxy form is available on the company’s website, www.bokusgruppen.com. The proxy form may also be obtained at the company or by e-mail via [email protected].

NUMBER OF SHARES AND VOTES
At the date of this notice, the total number of shares and votes in the company is 16,151,226.

SHAREHOLDERS’ RIGHTS TO REQUEST INFORMATION
The board of directors and the CEO shall, if requested by a shareholder, inform the general meeting of circumstances that may affect the assessment of an item on the agenda of the general meeting, other circumstances that may affect the company or any subsidiary’s financial position and the company’s relation to other companies within the group, provided that the board of directors is of the opinion that such information can be shared without any material harm to the company.

PROPOSED AGENDA
1. Election of chairman of the meeting

2. Election of one or two persons to verify the minutes of the meeting

3. Preparation and approval of the voting list

4. Determination of whether the meeting has been duly convened

5. Approval of the agenda

6. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements

7. Resolution on:

a) adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet

b) allocation of the company’s profit or loss in accordance with the adopted balance sheet

c) i–vi) discharge from liability for the members of the board of directors and the CEO

8. Determination of the number of members of the board of directors

9. Determination of the remuneration to the board of directors and auditor

10. i–vii) Election of the members of the board of directors and auditor

11. Resolution on nomination committee

12. Resolution on guidelines for remuneration to senior executives

13. Resolution authorising the board of directors to resolve on the repurchase of warrants

14. Closing of the meeting

PROPOSED RESOLUTIONS
Item 1: Election of chairman of the meeting
It is proposed that the chairman of the board of directors, Patrik Wahlén, is elected chairman of the meeting, or in the event of his absence, the person designated by the board of directors.

Item 7 b): Resolution on allocation of the company’s profit or loss in accordance with the adopted balance sheet
The board of directors proposes that the general meeting resolves on a dividend to the shareholders of SEK 4.00 per share, which will be paid in two parts of SEK 2.00 per share at each time.

It is proposed that the record date at Euroclear Sweden AB for the first part of the dividend shall be on Monday, 18 May 2026. If the general meeting resolves in accordance with the board of directors' proposal, payment of the first part of the dividends by Euroclear Sweden AB is expected to take place on Thursday, 21 May 2026, and the last day of trading in the share with a right to the first part of the dividends will be Wednesday, 13 May 2026. The first day of trading in the share without right to the first part of the dividends will be Friday, 15 May 2026.

It is proposed that the record date at Euroclear Sweden AB for the second part of the dividend shall be on Wednesday, 18 November 2026. If the general meeting resolves in accordance with the board of directors’ proposal, payment of the second part of the dividends by Euroclear Sweden AB is expected to take place on Monday, 23 November 2026, and the last day of trading in the share with a right to the second part of the dividends will be Monday, 16 November 2026. The first day of trading in the share without right to the second part of the dividends will be Tuesday, 17 November 2026.

Item 7 c): Resolution on discharge from liability for the members of the board of directors and the CEO
The auditors recommend that the general meeting discharge the members of the board of directors and the CEO from liability for the financial year of 2025.

Resolutions on discharge from liability are proposed to be made by individual resolutions for each member of the board of directors and the CEO in the following order:

i. Patrik Wahlén (member of the board of directors, chairman)

ii. Mattias Björk (member of the board of directors)

iii. Anna Wallenberg (member of the board of directors)

iv. Cecilia Marlow (member of the board of directors)

v. Jeanette Söderberg (member of the board of directors)

vi. Maria Edsman (CEO)

Item 8: Determination of the number of members of the board of directors
The nomination committee proposes that the general meeting resolves that the board of directors, for the time until the close of the next annual general meeting, shall comprise five members without deputies.

Item 9: Determination of the remuneration to the board of directors and the auditor
The nomination committee proposes that the general meeting resolves on annual remuneration to the board of directors, for the time until the close of the next annual general meeting, as follows:

i. SEK 275,000 (250,000) shall be paid to the chairman of the board of directors;

ii. SEK 230,000 (220,000) shall be paid to each of the other members of the board of directors elected by the general meeting that are not employed by the company; and

iii. SEK 110,000 (110,000) shall be paid to the member of the board of directors who is chairman and SEK 110,000 (110,000) shall be paid to each of the other members of the board of directors who are members of the audit committee established by the board of directors.

The nomination committee proposes that the general meeting resolves that fees to the auditor be paid against approved account.

Item 10: Election of the members of the board of directors and auditor
The nomination committee proposes that the general meeting, for the time until the close of the next annual general meeting, resolves on the election of:

– Members of the board of directors:
i. Patrik Wahlén (re-election)

ii. Mattias Björk (re-election)

iii. Anna Wallenberg (re-election)

iv. Jeanette Söderberg (re-election)

v. Maria Edsman (new election)

– Chairman of the board of directors:
vi. Patrik Wahlén (re-election)

– Auditor:
vii. Ernst & Young Aktiebolag (re-election)

A presentation of the proposed members of the board of directors can be found on the company’s website, www.bokusgruppen.com.

Information regarding proposed members of the board of directors
Maria Edsman is proposed as a new member of the board of directors. Maria Edsman, born in 1968, has many years of experience as CEO of Bokusgruppen AB (publ) (a position she will leave on 1 April 2026) and, prior to that, served as CEO at Polarn O. Pyret and Brothers. Maria Edsman is a board member of Volati AB, Salix Group AB, Rusta AB and Galadriel AB, and an alternate board member of Tekholmen AB. In addition, Maria Edsman holds positions within the Bokusgruppen group and Svenska Bokhandlareföreningen, which will cease on 1 April 2026. Maria Edsman has no other ongoing corporate or board assignments. Maria Edsman (and her related parties) owns 100,800 shares and 50,000 warrants in Bokusgruppen AB (publ).

A presentation of the board members proposed for re-election is available on the company’s website, www.bokusgruppen.com.

The independence of the proposed members of the board of directors
Considering the rules on board members’ independence set out in the Swedish Corporate Governance Code, the nomination committee is of the opinion that three of the five proposed board members: Mattias Björk, Anna Wallenberg, and Jeanette Söderberg are independent in relation to the company, its senior management and its major shareholders.

The nomination committee is of the opinion that Patrik Wahlén is independent in relation to the company and its senior management but that he is not independent in relation to the company's major shareholders as he himself is a major shareholder.

The nomination committee is of the opinion that Maria Edsman is independent in relation to the company’s major shareholders, but that she is not independent in relation to the company and company management, as she herself serves as the company’s CEO until 1 April 2026.

Item 11: Resolution on nomination committee
The nomination committee proposes that the instruction for the appointment of the members of the nomination committee, which was first adopted at the 2021 annual general meeting and has since been adopted to apply unchanged during each subsequent annual general meeting, shall continue to apply until further notice.

The instruction for the appointment of the members of the nomination committee adopted at the 2021 annual general meeting is published on the company’s website, www.bokusgruppen.com.

Item 12: Resolution on guidelines for remuneration to senior executives
The remuneration that has been paid, based on the guidelines for remuneration to the senior management adopted by the 2025 annual general meeting (the “Guidelines”), is disclosed in note 6 of Bokusgruppen AB’s annual report for 2025.

There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2025.

The board of directors proposes that the Guidelines shall continue to apply until further notice (however, not later than until the 2030 annual general meeting).

The Guidelines are published on the company’s website, www.bokusgruppen.com.

Item 13: Resolution authorising the board of directors to decide on the repurchase of warrants
The board of directors proposes that the annual general meeting resolves to authorise the board of directors, during the period until the next annual general meeting, on one or more occasions, to resolve on the repurchase of the 260,000 outstanding warrants of series 2023/2026. The warrants that are the subject of this resolution entitle the holder to subscribe for new shares in the company at a price of SEK 47.00 per share (before any recalculation in accordance with the recalculation terms for the warrants) during the period from 11 May 2026 up to and including 31 May 2026. Repurchases shall be made at market value, to be determined by the board of directors and based on the average volume-weighted price paid for the company’s shares on Nasdaq First North Growth Market during a period close to the repurchase period (where applicable, taking into account the recalculation terms pursuant to the warrant terms and conditions available on Bokusgruppen’s website, www.bokusgruppen.com). The board of directors shall be authorised to resolve on the detailed terms and conditions for the implementation and on the administrative measures that may be required for the implementation of this resolution.

The purpose of the repurchase shall be to limit the dilution of the company’s shares while offering warrant holders the opportunity to realise the value of the warrants and use such value to exercise warrants that have not been repurchased. Repurchased warrants shall be held in the company’s custody and cancelled without being further transferred.

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PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the general meeting, see the privacy notice: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

DOCUMENTS
The complete proposals and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company’s website, www.bokusgruppen.com, no later than three weeks prior to the day of the general meeting as well as be sent free of charge to shareholders who so request and provide their postal address. The share register will also be held available at the company.

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Stockholm in March 2026
Bokusgruppen AB (publ)
The board of directors

Further information

For more information, please contact Maria Edsman, CEO Bokusgruppen, on +46 76 888 26 10 or Alexandra Fröding, Press Contact, on +46 70 775 27 83.

The Company is listed on Nasdaq First North Premier Growth Market. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB (publ).

Bokusgruppen AB (publ)
Corp.reg.no.: 559025-8637
Box 2100, 103 13 Stockholm, Sweden
Lindhagensgatan 126, plan 5, 112 51 Stockholm, Sweden
Tel: +46 10-744 10 00
Email: [email protected]