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NOTICE OF ANNUAL GENERAL MEETING IN QBEN INFRA AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Finans |
| Industri | Investeringar |
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The shareholders of Qben Infra AB, reg. no. 556619-3222 (the "Company") are hereby invited to the annual general meeting on June 8, 2026, at 10.00 a.m. at the Company office, Artillerigatan 42, 3rd floor, 114 45 Stockholm. Registration begins at 09.45.
RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION Shareholders who wish to attend the meeting must:
be entered in the share register maintained by Euroclear Sweden AB on the record date May 29, 2026, and
notify the Company of their participation no later than June 1, 2026. Notification shall be made by e-mail to info@qben.se or by post to Qben Infra AB, "AGM 2026", Västberga Allé 25, 126 30 Hägersten. The notification of attendance shall include name/company name, personal identification number/corporate registration number, address, telephone number and, where applicable, information about any advisors (maximum two). Where applicable, for example in the case of legal entities, the notification shall also be accompanied by complete authorization documents such as a certificate of registration or equivalent.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to attend the meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than June 2, 2026, will be taken into account in the preparation of the share register.
PROXY ETC.
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The original power of attorney and any registration certificate should be sent by mail to the Company at the above address well in advance of the meeting. The proxy form will be available on the Company's website, www.qben.se.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairman of the general meeting
- Drawing up and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditors' report as well as the consolidated balance sheet and consolidated income statement
- Resolution on a) adoption of the income statement and balance sheet and the consolidated balance sheet and consolidated income statement, b) allocation of the Company's profit or loss in accordance with the adopted balance sheet, c) discharge from liability for the members of the Board of Directors and the Managing Director
- Resolution on the number of Board members and auditors
- Determination on renumeration for the Board of Directors and auditors
- Election of the Board of Directors and auditors
- Resolution to authorize the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
- Resolution authorizing the Board of Directors to make minor adjustments to the resolutions adopted at the meeting
- Closure of the meeting
THE NOMINATION COMMITTEE'S PROPOSAL FOR RESOLUTIONS
The Nomination Committee for the annual general meeting 2026 has consisted of Arne Blystad (appointed by Songa Investments), Thomas Fjell (Chairman of the Board), Øivind Horpestad, Kristian Lundkvist (appointed by Alundo Invest AS, Middelborg Invest AS and Tigerstaden AS) and NN (appointed by TB Industrier).
Item 2 - Election of the chairman of the general meeting
The Nomination Committee proposes that attorney Thomas Fjell, Chairman of the Board, be appointed chairman of the annual general meeting.
Item 8b - Resolution regarding allocation of the Company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend be paid for the financial year 2025 and that the funds at the disposal of the annual general meeting be carried forward.
Item 9 - Resolution on the number of Board members and auditors
The Nomination Committee proposes that the Company's Board of Directors shall consist of five (5) directors without deputies. Furthermore, the Nomination Committee proposes that the meeting appoints one (1) audit firm with one (1) auditor in charge.
Item 10 – Resolution on fees for the Board of Directors and auditor
The Nomination Committee proposes that the members of the Board be remunerated on an annual basis so that the chairman of the Board receives SEK 500,000 and the other members of the Board receive SEK 250,000 each for the period until the end of the next annual general meeting.
The Nomination Committee proposes that no fees be paid for work in the Audit Committee and the Remuneration Committee.
The Nomination Committee further proposes that fees to the auditor shall be paid according to approved invoices.
Item 11 - Election of Board of Directors and auditor
The Nomination Committee proposes that the annual general meeting, for the period until the end of the next annual general meeting, resolves to re-elect Thomas Fjell, Øivind Horpestad, Jacob Krefting and Kristian Lundkvist and to re-elect Thomas Fjell as chairman of the Board. Furthermore, it is proposed that Markus Tryggvason Lanesskog is elected as a new Board member for the period until the end of the next annual general meeting.
Markus, born in 1994, is an investment Analyst at Arne Blystad AS, where he has been employed since 2022, focusing on capital markets, valuation and strategic investments. Prior to joining the Blystad Group, he worked as a sell-side analyst at DNB Markets and Nordea Markets, covering listed companies across sectors. Markus holds an MSc in Finance and Accounting från Copenhagen Business School.
The Nomination Committee proposes re-election of Grant Thornton Sweden AB as the Company's auditor. Grant Thornton has announced that Lars Kjellgren will be the auditor in charge.
Item 12 - Resolution to authorize the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The Board of Directors proposes that the annual general meeting resolves to authorize the Company’s Board of Directors to, on one or more occasions and with or without deviation from the shareholders’ preferential rights, resolve on an increase of the Company’s share capital through a new issue of shares, convertibles and/or warrants that entails the issue of or conversion into a number of shares corresponding to a maximum dilution of twenty (20) percent of the Company’s registered share capital at the time the authorization is first used. Payment may be made in cash, in kind, by set-off or otherwise with conditions. The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is that issues may be made to meet the Company’s capital needs and secure the Company’s continued operations and development, as well as to carry out acquisitions. In the event of a deviation from the shareholders’ preferential rights, the issue shall be made on market terms, however, with the possibility to provide a market-based issue discount. The authorization shall be valid until the next annual general meeting of the Company. The Board of Directors or the person appointed by the Board of Directors is authorized to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office.
A resolution under this paragraph shall be valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.
Item 13 - Authorization for the Board of Directors to make minor adjustments to the resolutions adopted at the meeting
The Board of Directors proposes that the meeting authorizes the Board of Directors, the
Managing Director or the person otherwise appointed by the Board of Directors or the Managing Director to make such minor adjustments and clarifications to the resolutions adopted at the meeting to the extent required for registration of the resolutions.
OTHER
Shareholders' right to receive information
Shareholders present at the annual general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The Board of Directors and the Managing Director shall provide such information if the Board of Directors considers that it can be done without significant harm to the Company. Shareholders have the right to ask the Company questions at the annual general meeting about the matters and proposals to be addressed at the annual general meeting.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, please see the privacy policy on Euroclear AB's website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
Documents in accordance with the Swedish Companies Act will be available at the Company's head office and on the Company's website (www.qben.se) no later than three weeks before the meeting. Proxy forms will be available at the aforementioned locations no later than three weeks before the meeting. Copies of the aforementioned documents will also be sent to shareholders who so request and state their address.
Number of shares and votes
At the date of this notice, the total number of shares and votes in the Company amounts to 79,827,620.
____________________
Stockholm in May 2026
Qben Infra AB
The Board of Directors