Notice of Annual General Meeting
NOTICE OF ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
In accordance with the provisions of the Companies Act (Chapter 386 of the Laws of Malta, the “Companies Act”) and the Company’s articles of association (“Articles”), notice is hereby given that the annual general meeting of Glitnor Holding plc (the “Company”) shall be held at Level 8, The Centre, Tigne’ Point, TPO 0001, Sliema, Malta on 26th May 2026 at 13:00 CEST (“AGM” or “Meeting”).
A. Record Date
To be entitled to attend and vote at the AGM, shareholders must be entered in the Company’s register of members as holders of ordinary shares on 20th May 2026.
B. Participation at the AGM and remote access
Given the large number of shareholders eligible to attend, the Company encourages shareholders to attend the Meeting remotely. Shareholders wishing to attend remotely must notify the Company by email to shareholders@lckygroup.com at least two (2) days prior to the Meeting, after which they will be provided with the necessary dial-in credentials and access instructions. Shareholders who wish to follow the Meeting remotely but intend to participate and vote are requested to submit their proxy voting instructions in advance, as outlined in Section C below. Please note, that shareholders will not be entitled to vote during the Meeting.
Shareholders who nonetheless wish to attend the Meeting physically must notify the Company in writing by email to shareholders@lckygroup.com no later than five (5) days prior to the Meeting.
C. Appointment of proxies
A proxy form is attached to this notice as Annex 1 (“Proxy Form”).
If you are a shareholder who is entitled to attend and vote at the Meeting, you are entitled to appoint the chairman of the Meeting or any person of your choice as your proxy to attend and vote at the Meeting on your behalf. A proxy does not need to be a shareholder. The appointment of a proxy must be in writing and (a) where the shareholder is an individual, be signed by him/her or (b) where the shareholder is a corporation, be signed by a duly authorised officer of the corporation. You can only appoint a proxy using the procedures set out in these notes and the notes to the Proxy Form.
Proxy Forms must clearly indicate whether the proxy is to vote as she/he wishes or in accordance with the voting instructions sheet attached to the Proxy Form. The notes to the Proxy Form explain how to direct your proxy how to vote on each resolution.
Completed and signed Proxy Forms may be submitted by mail or by email as set out below.
Appointment of proxy by mail/post:
Proxy Forms submitted by mail must be:
- completed and signed;
- where the shareholder is a corporate entity, the Proxy Form must be signed by a duly authorised director or signatory. Evidence of the signatory’s authority to bind the entity must be provided upon request. Failure to provide such evidence may result in the Proxy Form being treated as invalid;
- sent or delivered by pre-paid mail to the Company at Glitnor Holding plc, Level 8, The Centre, Tigne' Point, Sliema, TPO 0001, Malta; and
- received by the Company by no later than 22nd May 2026 at 13:00 CEST.
Appointment of proxy by email:
Proxy Forms submitted by email must be:
- completed and signed;
- where the shareholder is a corporate entity, the Proxy Form must be signed by a duly authorised director or signatory. Evidence of the signatory’s authority to bind the entity must be provided upon request. Failure to provide such evidence may result in the Proxy Form being treated as invalid;
- sent to shareholders@lckygroup.com; and
- received by the Company by no later than 22nd May 2026 at 13:00 CEST.
D. Right to ask questions
Shareholders have the right to ask questions which are pertinent and related to items on the agenda of the AGM to the Company by e-mail to shareholders@lckygroup.com by no later than 22nd May 2026 at 13:00 CEST. The Company will provide an answer to such questions at the AGM, unless the Company is unable to provide an immediate reply at short notice or, if the questions are not answered at the AGM, on its website within forty-eight (48) hours from the end of the AGM. The Company may choose to provide an overall answer to questions having the same content.
E. Agenda
At the Meeting, the following matters will be considered. Kindly refer to section F below for further information about certain proposed resolutions.
General
1. Election of a chairman of the Meeting.
2. Determination of quorum and whether the AGM has been duly convened.
3. Presentation on the annual report and the auditor’s report for the Company and consolidated report for the group in respect of financial year ending 31 December 2025;
Ordinary business (ordinary resolutions)
4. To receive and approve the annual report and the auditor’s report for the Company and consolidated report for the group in respect of financial year ending 31 December 2025;
5. Resolution on dividends;
6. Election of board of directors;
7. Determination of emoluments to the members of the board of directors;
8. Appointment of auditor;
9. Determination of fees for the auditor;
Special business
Ordinary resolution
10. Resolution to discharge from liability the members of the board of directors and the Chief Executive Officer;
Extraordinary resolutions
11. To approve amendments to the memorandum and articles of association of the Company (including change in name); and
12. Any other matters / close of Meeting.
F. Information on proposed resolutions
Agenda item 1: Election of chairman of the Meeting.
The board of directors of the Company (the “Board”) proposes that Mr Jorgen Nordlund, in his capacity as chairman of the Board, is elected as chairman of the Meeting. In the event of Mr Nordlund’s absence, any other director present at the Meeting will be proposed to act as chairman of the Meeting.
Agenda item 4: To receive and approve the annual report and the auditor’s report for the Company and consolidated report for the group in respect of financial year ending 31 December 2025
The Board proposes that the Meeting resolves to approve the annual report and the auditor’s report for the Company and consolidated report for the group in respect of financial year ending 31 December 2025 (the “Annual Report”). Kindly note that a copy of the Annual Report is attached to this notice as Annex 2.
Agenda item 5: Resolution on dividends
The Board proposes, in accordance with the Annual Report and in accordance with the directors’ recommendation as set forth in the Directors’ Report, that the Meeting resolves to not declare any dividends.
Agenda item 6: Election of board of directors
The Board proposes that David Lennart Andersson, Per Jorgen Roland Nordlund and David Flynn are re-elected as directors of the Company for the period until the end of the next annual general meeting.
Agenda item 7: Determination of emoluments to the members of the board of directors
The Board proposes that the maximum aggregate emoluments payable to the directors of the Company for their office for the period until the end of the next annual general meeting will remain the same, with no proposed changes.
Agenda item 8: Appointment of auditor
The Board proposes to re-appoint BDO Malta as auditor of the Company for the period until the end of the next annual general meeting.
Agenda item 9: Determination of fees for the auditor
The Board proposes that the auditor’s fees shall be payable in accordance with approved invoice.
Agenda item 10: Resolution to discharge from liability the members of the board of directors and the Chief Executive Officer
The Board proposes to individually discharge each member of the Board and the CEO from liability for their administration for financial year ending 31 December 2025 to the extent permissible by law.
Agenda item 11: Extraordinary resolution to approve amendments to the memorandum and articles of association of the Company (including change in name)
Change in name to LCKY International plc
The Board is proposing that the Company’s name be changed to ‘LCKY International plc’. The proposed change of the Company’s name forms part of an internal restructuring and rebranding exercise undertaken by the group. The proposed name more accurately reflects the Company’s current structure, branding and strategic positioning within the group, and is intended to ensure consistency across the group’s corporate identity.
Other clarificatory changes and updates
The Board is also proposing an amendment to article 3.1.3 of the Articles to clarify that any treasury Shares acquired pursuant to a share buy‑back programme in terms of article 106 of the Companies Act may be cancelled by means of a Board resolution, rather than by an extraordinary resolution. This amendment is intended to remove any ambiguity arising from the current wording of the Articles and to reflect the position under article 106(6) of the Companies Act, which does not require an extraordinary resolution for the cancellation of treasury shares. The proposed change will therefore align the Articles with the Companies Act and afford the Company greater flexibility when implementing share buy‑back programmes.
The Board is also proposing a number of other minor clarificatory amendments, including (i) the deletion of unnecessary defined terms, (ii) updates to cross-references, and (iii) amendments to fix general formatting and typographical issues.
Updated memorandum and articles of association
The proposed change to the Company’s name, the amendment of article 3.1.3 of the Articles and the other clarificatory amendments all require amendments to the Company’s existing memorandum and articles of association (the “M&A”).
Accordingly, the Board proposes that the shareholders approve the amendments to the M&A as set out in the marked‑up version of the M&A attached to this notice as Annex 3 (the “Updated M&A”). The proposed amendments include, without limitation, (i) the amendments relating to the change in the Company’s name, (ii) the proposed update to article 3.1.3 of the Articles, (iii) all amendments to the Capital clause (clause 6 of the memorandum of association) effected since the M&A were last registered with the Malta Business Registry, and (iv) all other clarificatory changes.
The Board therefore proposes that the Meeting adopts the following extraordinary resolution:
(a) THAT the Company change its name from Glitnor Holding plc to LCKY International plc (the “Change in Name”);
(b) THAT all amendments proposed to be made to the Company’s current memorandum and articles of association (“Current M&A”) be and are hereby approved;
(c) THAT the Current M&A be substituted in their entirety with a clean copy of the updated memorandum and articles of association in the form, or in substantially the same form, as circulated to the shareholders together with the notice to this Annual General Meeting;
G. Other
The Company has 515,125 ordinary shares in issue as of the date of this notice, each share entitling its holder to one vote.
This notice, the Proxy Form, the Annual Report and the Updated M&A will be available on the Company’s website https://www.lckygroup.com/ from the date hereof until the date of the AGM.
By order of the Board
_______________________
Name: Per Jorgen Nordlund
Designation: Chairman, Board of Directors
Date: 12 May 2026
ANNEX 1
PROXY FORM
GLITNOR HOLDING PLC
Annual General Meeting, 26th May 2026
Before completing this form, please read the explanatory notes below.
Proxy form for use at the extraordinary general meeting of the Company to be held in Malta on the 26th May 2026 at 13:00am CEST, and at any adjournment thereof (“AGM” or “Meeting”).
I/We, …………………………….. being a member of the Company and holding …………………………….. shares hereby appoint:
1. the Chairman of the Meeting
OR
2. Name: …………………………………..
ID/Passport No: ………………………..
Address: ………………………………..
(kindly tick the appropriate box as necessary)
as my/our proxy to attend and vote, for on my/our behalf, at the AGM and at any adjournment thereof in relation to the resolutions specified below (the “Resolutions”) and any other business (including adjournments and amendments to the Resolutions) which may properly come before the Meeting or any adjournment thereof.
In the absence of specific instructions as indicated on the “Voting Instructions” sheet (in which case please refer to, complete and submit the separate ‘Voting Instructions’ sheet), the proxy is authorised to vote (or abstain from voting) on the Resolutions at his or her discretion. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the Meeting.
Signed: ……………………………………………...
Designation (if applicable): ……………………….
Identification/Registration number of shareholder: …………………………………
Date: …………………………………
VOTING INSTRUCTIONS
AGENDA ITEM NO. FOR AGAINST ABSTAIN
Ordinary business (ordinary resolutions)
4 To receive and approve the annual report and the auditor’s report for the Company and consolidated report for the group in respect of financial year ending 31 December 2025;
5 Resolution on dividends
6 Election of board of directors
7 Determination of emoluments to the members of the board of directors
8 Appointment of auditor
9 Determination of fees for the auditor
Special business (ordinary resolution)
10 Resolution to discharge from liability the members of the board of directors and the Chief Executive Officer
Special business (extraordinary resolutions)
11 To approve amendments to the memorandum and articles of association of the Company (including change in name)
Notes:
(1) Please indicate by inserting an “X” under “FOR” or “AGAINST” or “ABSTAIN” how you wish your vote to be cast on the Resolutions. On receipt of this proxy form duly signed but without any specific directions as to how you wish your vote to be cast, you will be considered to have authorised the proxy to vote or abstain at his or her discretion.
(2) To be effective the instrument appointing a proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited via email or at the registered office of the Company by 22nd May 2026 at 13:00 CEST, being not less than 48 hours before the time for holding the meeting.
(3) In the case of an individual, this proxy form must either be signed by the appointor or his attorney duly authorised in writing.
(4) In the case of a corporation, this proxy form must be signed by an officer or attorney duly authorised in writing.
(5) Any alterations made to this proxy form should be initialled.
Annex 1 - AGM Notice / Proxy Form - https://cdn.prod.website-files.com/6936fe53a38f80fc0b01b6c6/6a031ec0e0564a709b7de450_GHPLC%20Notice%20of%20Annual%20General%20Meeting%20.pdf
Annex 2 – Annual Report - https://cdn.prod.website-files.com/6936fe53a38f80fc0b01b6c6/6a0383b4d99eb62ff26421aa_LCKY%20Group%20Annual%20Report%20(Glitnor%20Holding%20PLC)%202025%20AGM.pdf
Annex 3 – Updated M&A - https://cdn.prod.website-files.com/6936fe53a38f80fc0b01b6c6/6a031f32bc0e9fb4c1887118_Annex%203%20-%20M%26A%20-%20Redline.pdf

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