SP Group — Proxy Solicitation & Information Statement 2022

Apr 4, 2022

SP Group

NASDAQ Copenhagen A/S

Nikolaj Plads 6

1007 København K

Announcement no 23/2022

4 April 2022

CVR Nr. 15701315

Notice of Annual General Meeting in SP Group A/S

Attached please find notice of Annual General Meeting in SP Group A/S on Wednesday 27 April 2022.

Further information:

CEO Frank Gad

Phone: (+45) 70 23 23 79

www.sp-group.dk

In case of any discrepancies, the Danish version shall prevail.

SP Group A/S, Snavevej 6-10, 5471 Søndersø, Danmark, www.sp-group.dk

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SP Group

Notice of

Annual General Meeting in SP Group A/S

The Annual General Meeting will be held on:

Wednesday 27 April, 2022 at 12.00 noon

at MedicoPack A/S' premises, Industrivej 6, 5550 Langeskov

This year, our shareholders can attend the Annual General Meeting in person. However, it will also still be possible to follow the Annual General Meeting via our live transmission on the internet (live webcast) on www.sp-group.dk/Shareholderportal. If so, we encourage our shareholders to use their shareholder rights prior to the Annual General Meeting by:

• casting their votes by either postal vote or proxy no later than 22 April 2022 at 11.59 p.m. as specified below in this Notice of the Annual General Meeting and
• sending their questions/comments to SP Group A/S about the agenda and the documents of the Annual General Meeting to AGMeeting@sp-group.dk. For practical reasons please send such questions/comments in writing no later than 26 April 2022 at 12:00 noon.

Agenda:

1. The Board of Directors’ report on the activities of the company in the past year.

2. Presentation of the annual report with audit report and management’s review as well as resolution on approval of the annual report.

3. Resolution on discharge to the Board of Directors and the Executive Board.

4. Resolution on the distribution of profit or for the treatment of loss according to the adopted annual report.

The Board of Directors proposes payment of dividends of DKK 3.00 per share for the financial year 2021.

1. Any proposals from the Board of Directors or shareholders:

a. Proposal for approval of remuneration for the Board of Directors for the current financial year.

The Board of Directors proposes that directors’ fees for the financial year 2022 should be DKK 600,000 for the chairman, DKK 350,000 for the deputy chairman

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and DKK 300,000 for other board members. Moreover, it is proposed that the chairman of the Audit Committee should receive a separate fee of DKK 50,000 in addition to the directors' fee. The remuneration remains unchanged compared to the financial year 2021.

b. Presentation of and advisory vote on the remuneration report for the past financial year.

The Board of Directors proposes to approve the remuneration report for 2021.

1. Election of members of the Board of Directors.

All members of the Board of Directors elected by the General Meeting are up for election.

The Board of Directors proposes re-election of Hans Wilhelm Schur, Erik Preben Holm, Hans-Henrik Horsted Eriksen and Bente Overgaard. See the annual report for a description of the candidates.

1. Election of auditor.

The Board of Directors proposes re-election of EY, Godkendt Revisionspartnerselskab, CVR no. 30 70 02 28. The Board of Directors, who are all members of the Audit Committee, have not been influenced by any third parties and are not - and have not been - subject to any agreement with any third party, which may in any way limit the appointment of a specific Audit Firm by the Annual General Meeting.

1. Any other business.

The notice of the Annual General Meeting (including the agenda, the complete proposals and the size of the share capital and the voting rights of the shareholders at the time of the convening of the Annual General Meeting), a version of the present articles of association and the audited annual report for 2021 signed by the Executive Board and the Board of Directors (including remuneration report for 2021 and a description of the proposed candidates for the Board of Directors) are available for inspection by the shareholders at the premises of the company, Snavevej 6-10, 5471 Søndersø, as of 4 April, 2022. Furthermore, the documents are available at the company's website:

www.sp-group.dk under "Investor Relations" as of Monday 4 April, 2022.

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The registration date ("Registreringsdatoen") is Wednesday 20 April, 2022 – 1 week prior to the Annual General Meeting.

Any shareholder, who is a shareholder in SP Group A/S as per the registration date, is entitled to appear and vote at the Annual General Meeting, when the shareholder has requisitioned an admission card as described below. Votes may be casted by proxy. At the Annual General Meeting, any share amount of DKK 2 entitles the holder to 1 vote. At the time of the convening of the Annual General Meeting, the share capital of the company amounts to DKK 24,980,000 and is divided into shares of DKK 2 each.

In order to gain access to the Annual General Meeting, shareholders and consultants (attendants) must in due time require admission cards which will be handed out at the entrance. Ordering of admission cards and vote by proxy must be made electronically via the shareholders’ portal on the company’s website www.sp-group.dk under “Investor Relations”. Access is achieved by stating deposit number and password appearing from the top of the entry form. If you have no access to the Internet, admission cards may be requested from SP Group A/S by filling in and sending the entry form, which has been distributed to all the shareholders in SP Group A/S. Here it is also possible to vote by proxy.

Shareholders also have the opportunity to cast a postal vote before the General Meeting.

Votes by post or by proxy must be casted in writing to:

Computershare A/S, Lottenborgvej 26D, 1. Sal, DK-2800 Kgs. Lyngby, Denmark.

Proxy form and postal vote form have been distributed to all shareholders and have been published on SP Group A/S’ shareholder portal, www.sp-group.dk under “Investor Relations”.

If signing up electronically to the Annual General Meeting, the shareholders are requested to state their email address for future electronic communication purposes.

Deadline for requiring admission cards or vote by proxy is:

Friday 22 April, 2022 at 11.59 p.m.

Postal votes may be casted as per the same deadline.

Shareholder status is proven either by a registration of the shareholder’s title in the company’s register of shareholders or by presentation of documentation from the shareholder’s account controller. At the time of the request for an admission card, this documentation must not be older than 14 days.

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Until the date of the Annual General Meeting, shareholders may submit questions concerning the agenda or other documents etc. to be used at the Annual General Meeting. Questions must be submitted to SP Group A/S by email to MM@sp-group.dk, attn. Mia Mørk.

Søndersø 4 April, 2022

The Board of Directors of SP Group A/S

In case of any discrepancies between the Danish and the English notice of the Annual General Meeting, the Danish version shall prevail.