The shareholders of Nelly Group AB (publ), reg. no. 556035-6940, ("Nelly") are hereby given notice of the Annual General Meeting to be held on Monday 13 May 2024 at 14:00 CEST at Nelly's store at Drottninggatan 50 (top floor) in Stockholm. Registration for the Annual General Meeting will commence at 13:30 CEST. Shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in advance in accordance with the Articles of Association.

The notice, including the Board's and the Nomination Committee's complete proposals, is attached to this press release. The notice is also available on Nelly's website www.nellygroup.com.

Participation

Shareholders who wish to participate in the Annual General Meeting must be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as of Thursday 2 May 2024, and give notice of participation no later than by Monday 6 May 2024.

To be entitled to participate in the Annual General Meeting, shareholders whose shares are registered in the names of nominees must, in addition to giving notice of participation, re-register such shares in their own name so that the shareholder is recorded in the presentation of the share register as of Thursday 2 May 2024. Such re-registration may be temporary (voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations effected by the nominee no later than by Monday 6 May 2024 will be considered in the presentation of the share register.

Participation at the meeting venue

Shareholders who wish to attend the meeting venue in person or by proxy shall give notice of participation to Nelly no later than by Monday 6 May 2024. Notification can be made on Nelly's website www.nellygroup.com, by e-mail to info@computershare.se, by telephone to +46 771-246 400 or by post to Computershare AB, "Nelly's AGM 2024", P.O. Box 5267, SE-102 46 Stockholm, Sweden. Shareholders shall in their notice state their name, personal identification number or company registration number, address, phone number and advisors, if applicable. If the shareholder is represented by proxy at the meeting venue, a written and dated power of attorney, and registration certificate or a corresponding authorisation document for a legal entity, should be sent to the address above well before the Annual General Meeting. A template proxy form is available on Nelly's website www.nellygroup.com.

Participation by postal voting

Shareholders who wish to participate in the Annual General Meeting by postal voting must give notice of participation by casting their postal vote so that it is received by Computershare AB no later than by Monday 6 May 2024. A special form shall be used for postal voting. The postal voting form is available on Nelly's website www.nellygroup.com. The postal voting form can be submitted either by e-mail to info@computershare.se or by post to Computershare AB, "Nelly's AGM 2024", P.O. Box 5267, SE-102 46 Stockholm, Sweden. Shareholders may also cast their postal votes digitally through BankID verification via a link that can be found on Nelly's website www.nellygroup.com. If the shareholder postal votes by proxy, a written and dated a power of attorney shall be enclosed with the form. A template proxy form is available on Nelly's website www.nellygroup.com. If the shareholder is a legal entity, a registration certificate or corresponding authorisation document shall be enclosed with the postal voting form. Further instructions can be found on the postal voting form.

Proposed agenda

1. Opening of the Annual General Meeting.

2. Election of Chair of the Annual General Meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of one or two persons to check and verify the minutes.

6. Determination of whether the Annual General Meeting has been duly convened.

7. Presentation by the CEO.

8. Presentation of the Annual Report, the Auditor's Report and the consolidated financial statements and the Auditor's Report on the consolidated financial statements.

9. Resolution on the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.

10. Resolution on disposition of the company's result as stated in the adopted balance sheet.

11. Resolution on the discharge of liability of the members of the Board and the CEO.

12. Presentation and resolution on approval of the Remuneration Report.

13. Determination of the number of members of the Board.

14. Determination of the remuneration to the members of the Board and the Auditor.

15. Election of Board members:

(a) Daniel Hörnqvist (re-election, proposed by the Nomination Committee).

(b) Ebba Ljungerud (re-election, proposed by the Nomination Committee).

(c) Stefan Palm (re-election, proposed by the Nomination Committee).

(d) Josephine Salenstedt (re-election, proposed by the Nomination Committee).

(e) Lennart Sparud (re-election, proposed by the Nomination Committee).

(f) Axel Westphalen (re-election, proposed by the Nomination Committee).

16. Election of Chair of the Board.

17. Determination of the number of Auditors and election of Auditor.

18. Resolution on instruction for the Nomination Committee.

19. Resolution on guidelines for remuneration to senior executives.

20. Resolution on authorisation for the Board to resolve on new issues of ordinary shares, warrants and/or convertible bonds.

21. Closing of the Annual General Meeting.

For more information, please contact:

Niklas Lingblom, CFO
+46 70 002 22 41
ir@nelly.com

About Nelly Group

Nelly Group operates nelly.com which is one of the Nordic region's strongest fashion brands for young women and nlyman.com. The core is the own brand in combination with digital sales directly to our target group. Nelly has created a strong commitment through a high degree of fashion and digital marketing. The company has 1 million customers and sales of SEK 1.1 billion per year. The group was previously called Qliro Group. Nelly Groups is listed on Nasdaq Stockholm in the small-cap segment with the ticker "NELLY".

Attachments

Notice of the 2024 Annual General Meeting
Nelly Group AB (publ) Notice Of The 2024 Annual General Meeting

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