Notice of Annual General Meeting of Mr Green & Co AB (publ)

The shareholders of Mr Green & Co AB (publ), corporate registration number 556883-1449 (“the Company”) are hereby invited to the Annual General Meeting on Thursday, 21 April 2016 at 5.30 p.m.

at Sibeliussalen, Finlandshuset, Snickarbacken 4 in Stockholm.

A. Right to participate in the Meeting

Shareholders who wish to participate in the Meeting must be included in the shareholders’ register maintained by Euroclear Sweden AB as of Friday, 15 April 2016, and notify the Company of their participation not later than 15 April 2016 at the following address: Mr Green & Co AB, Sibyllegatan 17, SE-114 42 Stockholm, or by e-mail: info@mrgco.se.

In their notification of attendance, shareholders must state their name, personal identification number or corporate registration number, address, telephone number, e-mail address, any assistants and shareholdings. Proxy forms for shareholders wishing to participate in the Meeting via proxy will be available from the Company’s website www.mrgco.se. Shareholders represented by proxy are to issue a dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document for the legal entity is to be appended to the notification of attendance. The power of attorney and registration certificate should be sent to the Company at the aforementioned address well in advance of the Meeting. The power of attorney document may not be more than five years old.

Shareholders whose shares are registered with a bank’s custody services department or another nominee must temporarily re-register their shares in their own name with Euroclear Sweden AB to be able participate in the Meeting. Such re-registration must be completed by 15 April 2016, and the nominee must thus be informed well in advance of this date.

B. Items of business at the Meeting

Proposed agenda
1)  Opening of the Meeting

2)  Election of Chairman of the Meeting

3)  Preparation and approval of the voting list

4)  Approval of the agenda

5)  Election of two persons to verify the minutes

6)  Determination of whether the Meeting has been duly convened

7)  CEO’s presentation

8)  Presentation of the submitted Annual Report and the Auditor’s Report, and the Consolidated Financial Statements and the Group Auditor’s Report

9)  Resolutions regarding:

a)  adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet

b)  appropriation of the Company’s profits according to the adopted Balance Sheet

c)  discharge from liability of the Board of Directors and the CEO

10) Determination of the number of Board members

11)  Determination of remuneration of the Board of Directors

12)  Determination of remuneration of the auditor

13)  Election of Board members and auditor

14)  Board of Directors’ motion concerning the composition of the Nomination Committee

15)  Board of Directors’ motion concerning approval of guidelines for remuneration of senior executives

16)  Motion concerning issue of warrants and approval of transfer of warrants to key employees etc.

17)  Motion concerning issue of warrants and approval of transfer of warrants to Board members etc.

18)  Board’s motion for resolution regarding authorisation for the Board to make minor adjustments to resolutions made at the Meeting in conjunction with registration with the Swedish Companies Registration Office and Euroclear Sweden AB

19)  Closing of the meeting

Motions for resolution, etc.

The Nomination Committee’s proposals relating to Items 2, 10–14 on the agenda

In addition to the Chairman of the Board, the Nomination Committee comprises representatives appointed by the three largest shareholders, who are each entitled to appoint one Board member to the Nomination Committee. The current Nomination Committee comprises of Dimitrij Titov, Eva Lindqvist and the Chairman of the Board, Tommy Trollborg.

Item 2 – Election of Chairman of the Meeting

The Nomination Committee proposes that attorney-at-law Dimitrij Titov be appointed Chairman of the Meeting.

Item 10 – Determination of the number of Board members

The Nomination Committee proposes that the Board of Directors comprise of six (6) regular members and no deputy members.

Item 11 – Determination of remuneration of Board of Directors

The Nomination Committee proposes that the Board of Directors be paid fees totalling SEK 2,200,000, of which SEK 700,000 to the Chairman of the Board and SEK 300,000 to each of the other Board members. Remuneration for committees should constitute SEK 340,000 be paid as follows:

Audit Committee: SEK 100,000 to the Chairman and SEK 65,000 to other members.

Remuneration Committee: SEK 50,000 to the Chairman and SEK 30,000 to other members.

In addition to the fixed remuneration proposed above the Nomination Committee proposes a special remuneration according to the following:

A total of maximum SEK 500,000 as a special fee should be paid to Board members for assignments concerning a potential listing of the Company’s shares on a regulated stock exchange. This special fee shall be split pro rata between Board members proportional to time spent, with an hourly remuneration of SEK 2,000. The maximum special fee per member for assignments concerning a potential listing of the Company’s shares on a regulated stock exchange is, irrespective of time spent, restricted to a maximum of SEK 500,000 per Board member.

Board members may invoice fees from their own company, provided that it is cost neutral to the Company and that tax regulations so allow. If Board members invoice fees, the fee should be increased with an amount corresponding to social security costs and VAT according to Swedish law.

Item 12 – Determination of remuneration of the auditors

Remuneration of auditors is to be paid in accordance with approved invoices.

Item 13 – Election of Board members and Chairman of the Board

The Nomination Committee proposes the re-election of Kent Sander, Tommy Trollborg, Andrea Gisle Joosen and Henrik Bergquist, and the election of new Board members Eva Lindqvist and Danko Maras. It is proposed that Kent Sander be elected as new Chairman of the Board. Board member Mikael Pawlo has declined re-election and current Chairman Tommy Trollborg has declined re-election as Chairman.

A detailed description of the proposed members is available at the Company’s website, www.mrgco.se.

The Nomination Committee proposes that the audit company Öhrlings PricewaterhouseCoopers AB be elected auditor for the period until the Annual General Meeting 2017. Provided that its proposals are adopted by the Annual General Meeting, the auditing firm has announced that Bo Åsell will be responsible auditor. Information about Öhrlings PricewaterhouseCoopers AB and Bo Åsell can be found on the Company website, www.mrgco.se.

Item 14 – Resolution concerning the Nomination Committee

The Nomination Committee proposes that its members comprise incoming Chairman Kent Sander, Dimitrij Titov and Mikael Pawlo until the 2017 Annual General Meeting. The Nomination Committee’s period in office extends until such time as a new Nomination Committee is appointed. The Nomination Committee is to appoint a member, who is not the Chairman of the Board, from among its ranks as Chairman of the Nomination Committee. Should a member of the Nomination Committee step down from the Committee before the 2017 Annual General Meeting, the members of the Nomination Committee are entitled to jointly appoint another representative of the major shareholders to replace the outgoing member.

The Nomination Committee is to draft proposals on the following issues for resolution by the 2017 Annual General Meeting:

• nomination of Chairman of the Meeting
• composition of the Board of Directors
• nomination of Chairman of the Board
• nomination of auditors
• remuneration of Board members
• remuneration of auditors
• Nomination Committee for 2018 AGM

The Board of Directors’ motion for resolutions concerning Items 9b, 15–16 on the agenda

Item 9 b – Appropriation of the Company’s profits

The Board of Directors proposes that no dividend be paid for the 2015 fiscal year.

Item 15 – The Board of Directors’ motions for resolution concerning approval of guidelines for remuneration of senior executives

A Remuneration Committee elected from within the Board’s ranks is assigned the task of preparing guidelines for salaries and other employment conditions for the CEO and other senior executives and presenting proposals to the Board for a decision on such matters. The Board is to determine the salary and other remuneration paid to the CEO. The CEO is to determine the salary and other remuneration paid to other senior executives in accordance with the Board’s guidelines. The term “other senior executives” refers to individuals who, in addition to the CEO, constitute Group Management. Basic remuneration levels are to be market based. Remuneration comprises a fixed basic salary, variable remuneration calculated according to predetermined targets, other benefits, pension and financial instruments in the form of warrants. The division between fixed salary and variable remuneration is to be proportionate to the executive’s responsibilities and authorities. The variable remuneration for the CEO and other senior executives may not exceed 50% of their fixed salary. Pensions are to be based on defined-contribution solutions. The period of notice from the Company is not to exceed six months. During the notice period of not more than six months, full salary and employment benefits are to be paid. Decisions regarding share and share-price-based incentive programmes are made by the General Meeting. In individual cases and if specific reasons exist, the Board of Directors may deviate from the above guidelines.

Item 16 –Board motion for resolution on the issue of warrants and resolution on approval of transfer of warrants to key employees, etc.

A. The Board of Directors proposes that the Company issue a maximum of 1,020,000 warrants. The right of entitlement to subscribe for warrants, by disapplying shareholders’ pre-emptive rights, is to accrue to Mr Green & Co Optionsbärare AB, 556961-2228 (“the Subsidiary”), a wholly owned subsidiary of the Company. Subscription is to take place not later than two months after the day of the Annual General Meeting. The warrants will be issued free of charge. The Subsidiary will transfer the warrants in accordance with what is stipulated in section B below.

Each warrant entitles the holder to subscribe for one new share in the Company. Shares can be subscribed for in accordance with the terms and conditions of the warrants during the period from and including 22 April 2019 up to and including 22 May 2019. The subscription price is to comprise an amount corresponding to 130 percent of the volume-weighted average price paid for the shares in the Company listed on AktieTorget during the ten-day trading period directly before the launch of the program. The increase in the Company’s share capital on full exercise of the warrants amounts to a maximum of SEK 1,020,000, corresponding to a dilution of approximately 2.77 percent of the total number of shares in the Company and approximately 2.77 percent of the total number of votes in the Company. Including outstanding options in the previous option program and options that may be issued pursuant to paragraph 17 below, the maximum aggregate dilution is 7.20 percent.

The Board of Directors has made the assessment that it will be advantageous for the Company and its shareholders to involve certain senior executives of the Company and its Swedish and Maltese subsidiaries in the Group’s performance by offering them the opportunity to acquire warrants on the basis of an options program in the manner stated herein. A personal, long-term ownership arrangement among the eligible participants can be expected to stimulate a greater interest in the operations and its earnings trend, and to enhance motivation and a feeling of affinity with the Company.

B. The Board proposes that the Meeting approve the Subsidiary's transfer of warrants on the following terms.

The right to acquire warrants from the Subsidiary shall, in accordance with instructions from the Board of Directors of the Company to be granted existing and future senior executives and key employees of the Company and its Swedish and Maltese subsidiaries in the following categories:

In the event that there are warrants outstanding in one or more of the categories, these warrants may be offered to other employees in each other category, while observing the maximum number of warrants per person and the maximum number of persons within each category. The terms and conditions for these acquisitions are to be the same or equivalent as those stated here. This means, for example, that acquisitions are to take place at the current market value at the time. The right to acquire warrants is conditional upon that the senior executive at the time of acquisition, has entered into an agreement containing, inter alia, a pre-emption provision of the Company.

Allotment requires both that warrants can be legally acquired and that, in the Board’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources. Applications for acquisition of warrants must be submitted not later than 21 June 2016 and in blocks corresponding either to the highest number of warrants offered or reduced by blocks of 10,000 warrants. Warrants are to be allotted in whole blocks of 10,000 warrants.

Warrants are to be transferred on market-based terms and conditions at a price determined on an estimated market value for the warrants by applying the Black & Scholes valuation model calculated by an independent valuation agency. The Board of the Company shall be able to cancel warrants that are not transferred to employees or warrants that are not re-purchased from employees. Such cancellation is to be registered with the Swedish Companies Registration Office.

C. The Board proposes that the Meeting task the Board of the Company to execute the resolution

under item A above and ensure that the Board of the Subsidiary carries out the transfers of warrants in

accordance with item B above.

Major shareholder proposal for resolution regarding item 17 on the agenda

Item 17 – Resolution regarding the issue of warrants and the decision on approval of transfer of warrants to Board members, etc.

A. Major shareholders representing approximately 35 percent of the shares and votes in the Company (the "Proposers") propose that the Company issue a maximum of 360 000 warrants. The right of entitlement to subscribe for warrants, by disapplying shareholders’ pre-emptive rights, is to accrue to Mr Green & Co Optionsbärare AB, 556961-2228 (“the Subsidiary”), a wholly owned subsidiary of the Company. Subscription is to take place no later than 21 June 2016. The warrants will be issued free of charge. The Subsidiary will transfer the warrants in accordance with what is stipulated in section B below.

Each warrant entitles the holder to subscribe for one new share in the Company. Shares can be subscribed for in accordance with the terms and conditions of the warrants during the period from and including 22 April 2019 up to and including 22 May 2019. The subscription price is to comprise an amount corresponding to 130 percent of the volume-weighted average price paid for the shares in the Company listed on AktieTorget during the period from and including 7 April 2019 up to and including 20 April 2019. The increase in the Company’s share capital on full exercise of the warrants amounts to a maximum of SEK 360,000, corresponding to a dilution of approximately 0.99 percent of the total number of shares in the Company and approximately 0.99 percent of the total number of votes in the Company. Including outstanding options in the previous option program and options that may be issued pursuant to paragraph 17 above, the maximum aggregate dilution is 7.20 percent.

The purpose of the incentive program and the reason for disapplying shareholders' preferential rights is to attract, motivate and retain directors with the required skills and experience. Furthermore, the Proposers assess that it is beneficial to the company and its shareholders that the Board members have a financial interest in the Company, comparable to the shareholders.

B. The Board proposes that the Meeting approve the Subsidiary's transfer of warrants on the following terms.

The right to acquire warrants from the Subsidiary shall, in accordance with instructions from the Board of Directors of the Company to be granted elected Board members, and Board members that may be elected during the period until the Annual General Meeting 2017 (“The Board Members). The Chairman of the Board shall be entitled to 200,000 warramts and the other current and any future Board Members shall be entitled to 40,000 warrants each. The right to acquire warrants is conditional upon that The Board Member at the time of acquisition, has entered into an agreement containing, inter alia, a right of first refusal provision of the Company.

Allotment requires both that warrants can be legally acquired and that, in the Board’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources. Applications for acquisition of warrants must be submitted not later than 21 June 2016 amount to the number of warrants offered to each Board Member. Warrants are to be allotted in accordance with the application.

Warrants are to be transferred on market-based terms and conditions at a price determined on an estimated market value for the warrants by applying the Black & Scholes valuation model calculated by an independent valuation agency. The Board of the Company shall be able to cancel warrants that are not transferred to employees or warrants that are not re-purchased from employees. Such cancellation is to be registered with the Swedish Companies Registration Office.

The Board proposes that the Meeting task the Board of the Company to execute the resolution

under item A above and ensure that the Board of the Subsidiary carries out the transfers of warrants in

accordance with item B above.

The Board's proposal to resolution on item 18 on the agenda

Item 18 – Minor adjustments

It is proposed that the AGM authorise the Board or the party appointed by the Board to make minor adjustments to the resolutions passed at the Annual General Meeting should they be required in conjunction with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

C. Disclosures, documentation and number of shares and votes

For valid resolutions pursuant to Item 16and 17 above, the resolution must have the support of not less than nine tenths (9/10) of both the votes cast and the number of shares represented at the Meeting.

If requested by a shareholder and if the Board believes that such action can take place without any material harm to the Company, the Board and CEO are to provide disclosures about circumstances that may influence the assessment of an item of business on the agenda, circumstances that may affect the Company’s financial position, the Company’s relationship with another Group company and the consolidated financial statements.

The financial statements, auditor’s report and the Board of Directors’ complete proposals as specified above, along with statements in accordance with the Swedish Companies Act, will be available at the Company and its website, www.mrgco.se, not later than three weeks prior to the Meeting. These documents will also be sent to shareholders requesting such documentation and who have provided their postal address.

The total number of shares and votes in the Company on the publication date of this notice was 35,849,413. The company holds no treasury shares.

____________________

Stockholm, March 2016

Mr Green & Co AB (publ)

Board of Directors