Annual General meetings
Notice convening the Annual General Meeting of Netel Holding AB (publ)
The shareholders of Netel Holding AB (publ), reg. no. 559327–6263, are hereby given notice of the Annual General Meeting to be held on Thursday, 7 May 2026 at 11:00 a.m. CEST, Tändstickspalatset, Västra Trädgårdsgatan 15, Stockholm, Sweden.
Registration and notification
A shareholder who wishes to participate in the Annual General Meeting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday 28 April 2026, and
- give notice of intent to participate in the Annual General Meeting no later than on Thursday 30 April 2026.
In order to be entitled to participate in the general meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in
the Annual General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Tuesday 28 April 2026. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights
registrations that have been made by the nominee no later than Thursday 30 April 2026 will be taken into account in the presentation of the share register.
Notice of attendance
Notice of attendance shall be made in one of the following ways: in writing to Netel Holding AB, Att: Annual General Meeting, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, phone +46 8 402 91 33 or via Netel’s website https://netelgroup.com/en/corporate-governance/annual-general-meetings. The notice shall state name, address, telephone number, personal or corporate identity number, number of shares held and, if applicable, the number of advisors (not more than two).
Registered participants will by post receive an entrance card to the meeting, which is to be presented at the entrance to the meeting.
Shareholders represented by proxy shall issue a dated and signed 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 shall be appended, which indicates the authorized signatories of the legal entity. The original power of attorney and, where applicable, the certificate should be submitted to the Company at the address indicated above well in advance of the general meeting. Proxy forms are provided at the website, netelgroup.com/en/corporate-governance/annual-general-meetings and will be sent to shareholders that so request.
Proposal for agenda
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination of whether the Meeting was duly convened
- Presentation of the Annual Report and the Auditor’s Report as well as the Consolidated Financial Statements and the Auditor’s Report for the Group
- Resolutions regarding
- adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet
- allocation of the Company’s profit according to the adopted balance sheet
- discharge from liability for board members and the Managing Director for 2025.
- Determination of the number of Directors and Auditors
- Determination of fees for the Board of Directors and the Auditor
- Election of the Board of Directors and Chairman of the Board of Directors
- re-election of Alireza Etemad,
- re-election of Göran Lundgren,
- re-election of Therese Lundstedt,
- election of Amanda Glave,
- election of Jari Burmeister, and
- re-election of Alireza Etemad as Chairman of the Board
- Election of auditor
- Resolution on approval of Remuneration Report
- Resolution on the authorization of the Board of Directors to issue new shares
Election of Chairman of the Meeting (item 2)
The Nomination Committee proposes that Alireza Etemad is elected as Chairman of the Meeting.
Resolution regarding allocation of the Company’s profit (item 8b)
The Board proposes that no dividend be paid to shareholders for 2025 to further strengthen Netel’s financial position.
Number of Directors and Auditors (item 9)
The Nomination Committee proposes five Directors without Deputy Directors and one Auditor.
Fees to the Board of Directors and the Auditor (item 10)
The Nomination Committee proposes that fees of SEK 550,000 to the Chairman of the Board and SEK 325,000 to each of the other Directors shall be paid until the next Annual General Meeting. The fee to the Chairman of the Audit Committee shall be SEK 140,000 and SEK 80,000 to each of the other members of the Committee. The fee to the Chairman of the Remuneration Committee shall be SEK 80,000, unchanged, and SEK 45,000, also unchanged, to each of the other members of the Committee. The fee to the Chairman of the Tender Committee shall be SEK 100,000, unchanged, and SEK 75,000 to each of the other members of the Committee.
The Nomination Committee also proposes that the Auditor’s fee be paid as incurred on approved account.
Election of the Board of Directors and Chairman of the Board of Directors (item 11)
The Nomination Committee proposes the re-election of Directors Göran Lundgren, Therese Lundstedt and Alireza Etemad as well as election of Amanda Glave and Jari Burmeister. Alireza Etemad is proposed to be elected as Chairman of the Board of Directors. Current Director Nina Macpherson has declined re-election.
A presentation of the persons proposed by the Nomination Committee to be elected as board members is available in the company’s annual report and on the company’s website: www.netelgroup.com/en/.
Election of Auditor (item 12)
It is proposed to re-elect the audit firm Deloitte AB, with Jenny Holmgren as principally responsible auditor, as the company’s auditor for the period until the next Annual General Meeting. The proposal of the Nomination Committee is in accordance with the recommendation of the Audit Committee.
The Board of Directors’ proposal for resolution on authorization to issue new shares (item 14) The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions, no later than the time of the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, issue new shares against payment in cash, with provisions of payment in kind or set-off of claims or other conditions. Such issues may not result in the company’s registered share capital being increased by more than a total of 10 percent at the time the Board of Directors first utilizes the authorization.
The purpose of the authorization and the reasons for the deviation from the shareholder’s preferential right is to enable the raising of capital for expansion, company acquisitions and for the company’s operations. The issue price shall be determined taking into account prevailing market conditions, taking into account any discount on market terms. The Board of Directors, or a person appointed by the Board, is authorized to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
Particular majority requirements
For a valid resolution under item 14, the resolution must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Annual General Meeting.
Documents
The complete proposal of the Board of Directors, audit documents, the Audit Report, and the Board of Directors’ Remuneration Report and other documents are available at the company, Netel Holding AB (publ), Fågelviksvägen 9, 7 tr, Stockholm, Sweden and on the company’s website https://netelgroup.com/en/corporate-governance/annual-general-meetings no later than three weeks before the Annual General Meeting. Furthermore, the Nomination Committee’s statement is available at the Company at the above-mentioned address, and at https://netelgroup.com/en/corporate-governance/annual-general-meetings, no later than four weeks before the Annual General Meeting. Copies of the documents are sent to shareholders who request it and state their postal address.
Proxy forms are available on the company’s website https://netelgroup.com/en/corporate-governance/annual-general-meetings and are sent free of charge to the shareholders who request it from the company.
Shareholders’ right to receive information
The Board of Directors and the President and CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the Group. A request for such information shall be made in writing to the company at the address of Netel Holding AB, AGM 2026, Fågelviksvägen 9, 7 tr, SE-145 84 Stockholm, Sweden or by e-mail at info@netelgroup.com. The questions and responses will be made available on the Group’s website https://netelgroup.com/en/corporate-governance/annual-general-meetings. The questions and answers will also be available at the company’s head office in Stockholm, Sweden. The information is also sent to the shareholders who requested it and stated their address.
Shares and votes
There are a total of 48,511,873 shares in Netel Holding AB (publ), corresponding to 48,511,873 votes. All shares carry one vote. The company holds no treasury shares.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have any questions regarding our processing of your personal data, you can contact us by emailing ir@netelgroup.com. Netel Holding AB (publ) has registration number 559327-6263 and registered office in Stockholm, Sweden.
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Stockholm, April 2026
The Board of Directors of Netel Holding AB (publ)