Notice convening the Extraordinary General Meeting of Netel Holding AB (publ)
Notice convening the Extraordinary General Meeting of Netel Holding AB (publ)
The shareholders of Netel Holding AB (publ), reg. no. 559327–6263, are hereby given notice of the Extraordinary General Meeting to be held on 26 November 2026 at 10.00 am CET at Kungsgatan 35 (Infrea’s premises), Stockholm.
Registration and notification
A shareholder who wishes to participate in the Extraordinary General Meeting must
• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Wednesday 18 November 2026, and
• give notice of intent to participate in the Extraordinary General Meeting no later than on Friday 20 November 2026.
In order to be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Extraordinary 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 Wednesday 18 November 2026. Such 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 Friday 20 November 2026 will be taken into account in the presentation of the share register.
Notice of attendance
Notice of attendance can be made in one of the following ways: in writing to Netel Holding AB, Att: Extraordinary General Meeting, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, phone +46 8 402 91 33 or via Euroclear Sweden AB's website https://www.euroclear.com/sweden/generalmeetings/. 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), intended to be brought to the Extraordinary General Meeting.
Registered participants will by post receive an entrance card to the meeting, which is to be brought and 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 Extraordinary 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 Extraordinary General Meeting
- Election of chairman of the Extraordinary General 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 Extraordinary General Meeting was duly convened
- Determination of the number of board members
- Determination of fees for the board of directors
- Election of the board of directors, chairman of the board of directors and vice chairman of the board of directors
- Resolution on amendment of the articles of association
- Closing of the Extraordinary General Meeting
Proposed resolutions
Election of the board of directors (items 7-9)
At the extraordinary general meeting on 21 August 2026, a merger with Infrea was resolved, which is expected to be completed on 4 November 2026. Against that background, shareholders of the Company jointly representing approximately 20.41 per cent of the shares in Netel prior to the merger, following consultation with shareholders in Infrea jointly representing approximately 43.76 per cent of the shares in Infrea prior to the merger, propose that the board of directors be changed to better reflect the ownership structure of the merged company.
The proposal entails that the board of directors shall consist of six ordinary members without deputies. As ordinary board members, re-election of Alireza Etemad, Jari Burmeister and Amanda Glave is proposed, together with new election of Tomas Bergström, Pontus Lindwall and Erik Lindeblad, who are currently board members of Infrea. As chairman of the board, re-election of Alireza Etemad is proposed, and as vice chairman of the board, Tomas Bergström is proposed.
The shareholders further propose that the annual fees remain unchanged compared to the fee resolution adopted at the annual general meeting of Netel in May 2026. This means that, on an annual basis, a fee of SEK 550,000 shall be paid to the chairman of the board and SEK 325,000 to each of the other board members elected by the general meeting.
The above proposal is supported by the following shareholders of Netel: Etemad Group, Byggmästare Anders J Ahlström Holding AB, Jari Burmeister (through company) and Pontus Lindwall (through company), as well as by the following shareholders of Infrea: Byggmästare Anders J Ahlström Invest AB, Pontus Lindwall (through company) and Erik Lindeblad (privately and through company).
A presentation of the proposed members’ background, current assignments, holdings of shares in Netel following the merger and the assessment of their independence in relation to the Company, the Company’s management and major shareholders will be made available on the Company’s website no later than three weeks before the Extraordinary General Meeting.
Resolution on amendment of the articles of association (item 10)
In light of the merger with Infrea, it is proposed that § 1 of the articles of association is amended so that the Company’s name shall be NETELINFRA Holding AB (publ), as follows:
1 § Company name
The name of the company is NETELINFRA Holding AB (publ). The company is a public limited liability company (publ).
A valid resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
Documents
The complete proposal, including information about the proposed board members, is available at the Company, Netel Holding AB (publ), Fågelviksvägen 9, 7 th floor, Stockholm, Sweden and on the Company’s website https://netelgroup.com/en/corporate-governance/annual-general-meetings.
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 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. Shareholders who wish to submit questions in advance may do so to the Company at the address Netel Holding AB (publ), Extraordinary General Meeting, Fågelviksvägen 9, 7th floor, SE- 145 84 Stockholm, Sweden or by e-mail to info@netelgroup.com.
Shares and votes
There is a total of 91 077 916 shares in Netel Holding AB (publ), corresponding to 91 077 916 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.
________________
Stockholm, October 2026
The Board of Directors of Netel Holding AB (publ)