bar_chart
Menu
bar_chart Loading...
open_in_new
language English keyboard_arrow_down
Change language
26 February, 2026

Notice of Extraordinary General Meeting in Eurobattery Minerals AB (publ)

Stockholm, 26 February 2026 – The shareholders of Eurobattery Minerals AB (publ), 556785-4236, are hereby invited to an Extraordinary General Meeting to be held on 18 March 2026 at 10:00 at the premises of Foyen Advokatfirma at Södergatan 22, 211 34 in Malmö.

Eligibility and registration
Shareholders who wish to participate in the General Meeting shall

  • be entered in the share register maintained by Euroclear Sweden AB on 10 March 2026, and
  • notify the company no later than on 12 March 2026 by post to Eurobattery Minerals AB, Strandvägen 7A, SE-114 56 Stockholm or by e-mail to ir@eurobatteryminerals.com. The notification should include the full name, personal or organizational number, shareholding, address, daytime telephone number, and, where applicable, information about proxies or assistants (maximum 2). The notification should be accompanied, where applicable, by powers of attorney, registration certificates, and other authorization documents.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have their shares registered in their own name through their nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date 10 March 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than 12 March 2026 will be taken into account in the preparation of the share register.

Proxy etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated authorisation signed by the shareholder to the meeting. The authorisation may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the authorisation. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. To facilitate registration, a copy of the power of attorney and other authorisation documents should be attached to the notification to attend the meeting. Proxy forms are available on the company's website eurobatteryminerals.com and will be sent by post to shareholders who contact the company and state their address.

Number of shares and votes
The total number of outstanding shares and votes in the company at the time of this invitation amounts to 883,523,412. The company does not hold any shares.

Proposal for the agenda

  1. Opening of the meeting
  2. Election of the chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Determination of whether the meeting has been duly convened
  7. The Board’s proposal for a directed issue of shares
  8. The meeting is closed

Proposed decision in brief:

The Board’s proposal for a directed issue of shares (item 7)
The Board of Directors proposes that the company’s Chief Executive Officer, Roberto Garcia Martinez, shall receive his outstanding liabilities through the wholly owned company Nazgero Consulting Services Ltd (“Nazgero”) in the form of shares.

Accordingly, the board of directors has decided to propose an issue of 53,295,593 shares. In order to effect the delivery of shares, the board of directors proposes that the general meeting resolves on a directed new issue of shares to Nazgero on the following terms and conditions.

The board of directors proposes that the general meeting resolves on a directed new issue of not more than 53,295,593 shares, entailing an increase in the share capital of not more than SEK 72,924.1642982568. The issue shall otherwise be governed by the following terms and conditions:

  1. In deviation from the shareholders’ pre-emption rights, the new shares may only be subscribed for by Nazgero Consulting Services Ltd.
  2. The subscription price per share shall amount to SEK 0.09. The share premium shall be transferred to the unrestricted share premium reserve.
  3. Subscription for the shares shall take place through set-off no later than three weeks from the date the general meeting has resolved on the new issue. The board of directors is entitled to extend the subscription period.
  4. Payment for the shares subscribed for shall be made through set-off of a claim consisting of accrued consulting fees. The board of directors is entitled to extend the time for payment.
  5. The new shares entitle the holder to dividends for the first time at the record date for dividends that falls closest after the new shares have been entered in the share register.

The reason for the deviation from the shareholders’ pre-emption rights is the need to be able to pay remuneration to Nazgero in a liquidity-efficient manner. The subscription price of SEK 0.09 per share is identical to the subscription price in the directed issue to external investors, which has been determined through arm’s length negotiations. The board acknowledges that the subscription price represents a significant discount to the current market price. The board has nevertheless concluded that the subscription price is justified for the following reasons: (i) the CEO receives shares on exactly the same terms as the external investors in the Directed Issue, and there is no preferential treatment; (ii) Fenja Capital II A/S, an independent external holder of convertible instruments, converted at a price of SEK 0.09 per share on 23 February 2026, confirming that the price level has been accepted by an independent third party; (iii) the issue relates to a debt conversion, not a purchase of shares at a discounted price – the CEO has already rendered services to the Company and is now electing to convert those claims into equity at a price consistent with third-party transactions; and (iv) the subscription price is consistent with, or at a premium to, subscription prices in the Company’s capital raises over the past twelve months: the rights issue of September 2025 (SEK 0.06 per share), the exercise of warrants of series TO6 in May 2025 (SEK 0.09 per share), and the Fenja Capital conversion of February 2026 (SEK 0.09 per share).

The maximum dilution effect as a result of the new issue of shares proposed under this item 7 amounts to approximately 6 per cent based on the number of outstanding shares in the Company at the time of this notice.

Roberto Garcia Martinez has not participated in the preparation of the proposal under this item 7.
A valid resolution requires the approval of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the general meeting.

Personal data
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of attendance at the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.

Other
The required documents, complete proposals for resolutions and proxy forms will be available at the company's office at Strandvägen 7a, 114 56 Stockholm, Sweden, and on the company's website eurobatteryminerals.com no later than two weeks prior to the general meeting and will be sent to shareholders who so request and state their postal address.

Shareholders have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).

Subscribe like 1700+ others and stay updated with our newsletter

Get press releases and a monthly summary to your inbox.

Eurobattery Minerals secures new capital through directed share issue to long-term investors and CEO converts outstanding debt into equity

Read press release arrow_forward

Press contact

For questions regarding news and media, please email us at press@eurobatteryminerals.com