Scandinavian Tobacco Group A/S

Scandinavian Tobacco Group A/S. Notice convening the Annual General Meeting

Company Announcement 3/2026

Copenhagen, 24 March 2026

NOTICE CONVENING THE ANNUAL GENERAL MEETING OF SCANDINAVIAN TOBACCO GROUP A/S

In accordance with Article 7 of the Articles of Association, notice is hereby given of the annual general meeting of Scandinavian Tobacco Group A/S (the "Company") to be held on

Wednesday 15 April 2026 at 4.30 pm. (CEST)
at Moltkes Palæ, Dronningens Tværgade 2, DK-1302 Copenhagen K

Follow the general meeting via webcast

Instead of attending in person, our shareholders have the opportunity to follow the general meeting via live webcast transmission on the Investor Portal (available on the website http://investor.st-group.com). The general meeting and the webcast will commence on 15 April 2026 at 4.30 pm. (CEST). Please note that it is not possible to participate actively in the general meeting, i.e. ask questions or vote, if you follow the general meeting via webcast.

Agenda
In accordance with Article 8.2 of the Articles of Association, the agenda of the meeting is as follows:

1. Report of the Board of Directors on the Company’s activities during the past financial year
   
   
2. Adoption of the audited annual report
   
   The audited annual report is available on www.st-group.com.
   
   
3. Appropriation of profit as recorded in the adopted annual report
   
   

The Board of Directors proposes to the general meeting that the Company pays for the financial year 2025 a dividend of DKK 4.50 per share of DKK 1.

1. Presentation of the Company’s remuneration report for an advisory vote

The remuneration report is available on www.st-group.com.

1. Adoption of the remuneration of the Board of Directors and Board committees

The Board of Directors proposes that the remuneration of the Board of Directors for the financial year 2026 be as follows (unchanged from 2025):

• Ordinary members of the Board of Directors shall be paid a base annual fee of DKK 440,000
• The chairman of the Board of Directors shall receive three times the base annual fee
• The vice-chairman of the Board of Directors shall receive two times the base annual fee
• The chair of the Audit Committee shall receive a fee corresponding to 75 percent of the base annual fee
• Other members of the Audit Committee shall receive a fee corresponding to 37.5 percent of the base annual fee
• The chair of each of the Remuneration Committee and Nomination Committee shall receive a fee corresponding to 50 percent of the base annual fee
• Other members of the Remuneration Committee and Nomination Committee, respectively, shall receive a fee corresponding to 25 percent of the base annual fee
  
  The fees for the chair and members of the committees are in addition to their fee as chairman, vice-chairman or member of the Board of Directors. In addition to the above, the Company may, in accordance with the Company’s Remuneration Policy, also pay social contributions and similar fees that may be charged by foreign authorities in relation to the fees paid to members of the Board of Directors. Further, the Company may pay travel expenses and other expenses related to the work as a member of the Board of Directors.

1. Any proposals by the Board of Directors and/or shareholders
   
   

The Board of Directors has not received any proposals from the shareholders.

1. Election of members to the Board of Directors

Pursuant to Article 11.1 of the Articles of Association, all members of the Board of Directors elected by the general meeting are elected for one year at a time.

Jörg Biebernick has decided not to stand for re-election. The Board of Directors proposes re-election of the following Board members: Henrik Brandt (Chairman), Dianne Blixt, Marlene Forsell, Anders Obel and Ricardo Oberlander. The Board of Directors further proposes election of Lars Dahlgren as new board member.

Information about the candidates is enclosed and is also available at the Company’s website (www.st-group.com).

1. Election of auditor(s)

Pursuant to Article 16.1 of the Articles of Association, the auditor elected by the general meeting is up for election annually.

The Board of Directors proposes, in accordance with the Audit Committee’s recommendation, to re-elect PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The Audit Committee has not been influenced by any third party and no clause of a contract entered into with a third party has been imposed upon it, which restricts the general meeting’s choice of certain auditors or audit firms.

The Board of Directors further proposes to elect PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab to provide a statement of assurance on the contents of the sustainability reporting in the management’s statement in the annual report for the financial year 2026.

VOTING REQUIREMENTS

Adoption of the proposals on the agenda may be adopted by a simple majority of votes, see Article 10.2 of the Articles of Association.


REGISTRATION, ADMISSION AND PROXY

Registration date
In accordance with Article 9.4 of the Articles of Association, a shareholder’s right to participate in the general meeting and the number of votes, which the shareholder is entitled to cast, is determined in accordance with the number of shares held by such shareholder on 8 April 2026 at 11.59 pm. (CEST) (the registration date). The shares held by each shareholder are determined at the registration date on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholding received, but not yet registered, by the Company in the share register as of the registration date.


Deadline for notice of attendance
A shareholder or its proxy wishing to attend the general meeting in person must give notice thereof and order admission cards on the Investor Portal at the Company’s website, www.st-group.com, no later than 10 April 2026 11.59 pm. (CEST), or by printing the admission card order form found on the Company’s website, www.st-group.com, and submitting it to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, email gf@computershare.dk, so that it is received by Computershare A/S no later than 10 April 2026 11.59 pm. (CEST).


Admission card
Admission cards will be issued electronically only. Thus, admission cards will not be distributed by ordinary mail. Please register the email address, to which the electronic admission card should be sent, on the Investor Portal at the Company’s website, www.st-group.com, when you request the admission card.

Shareholders who have ordered admission cards for the general meeting have the following options:

• print the admission card and bring it to the general meeting, or
• bring the admission card on a smartphone or tablet, or
• collect the admission card at the general meeting upon presentation of proper ID.
  
  

Proxy and postal votes
You may appoint a proxy to cast the votes carried by your shares. The proxy must be received by Computershare A/S no later than 10 April 2026 at 11.59 pm. (CEST). The proxy can be submitted electronically via the Investor Portal on the Company’s website, www.st-group.com, or by printing the proxy form at the Company’s website, www.st-group.com, and submitting it, duly signed and dated, to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, email gf@computershare.dk.

Shareholders may also vote by post. Vote by post must be received by Computershare A/S no later than 14 April 2026 at 11.59 pm. (CEST). Vote by post can be submitted electronically on the Investor Portal on the Company’s website, www.st-group.com. Alternatively, shareholders can submit the printed, signed and dated postal vote form found at the website to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, email gf@computershare.dk. Once a vote by post has been received, the vote cannot be revoked by the shareholder.

LANGUAGE

In accordance with Article 9.7 of the Articles of Association the general meeting will be conducted in English. Shareholders present at the meeting may choose to speak in Danish or English.


SHARE CAPITAL AND VOTING RIGHTS

The Company’s share capital is nominally DKK 80,000,000, divided into 80,000,000 shares of DKK 1 each. Article 9.1 of the Articles of Association stipulates that each share of nominally DKK 1 shall carry one vote at the general meeting.

AGENDA ETC.

The complete, unabridged text of the documents to be submitted to the general meeting, including the total number of shares and voting rights as at the date of the notice, the agenda with the full text of all proposals to be submitted to the general meeting, the forms to be used for voting by proxy and by post, as well as the audited annual report (which includes the sustainability reporting) and the remuneration report are available at the Company’s website, www.st-group.com.


RIGHT TO INQUIRE

According to Article 9.6 of the Articles of Association, the shareholders have the right to ask questions in writing to the Company’s management about matters of significance to the assessment of the annual report and the general position of the Company or the assessment of any matter to be resolved at the general meeting. Shareholders may also ask questions to the management of the Company at the general meeting.

PERSONAL DATA

In connection with the general meeting, the Company collects, processes and retains certain personal data. In this respect reference is made to the Company’s Privacy Policy and Cookie Policy, which are available on the Company’s website (www.st-group.com).

Scandinavian Tobacco Group A/S
The Board of Directors


For further information, please contact:
Torben Sand, Director of Investor Relations and External Communication

phone: +45 5084 7222 or torben.sand@st-group.com

Attachment

• Company Announcement no 3 2026 - AGM notice