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LandSverige
ListaFirst North Stockholm
SektorIndustri
IndustriFordon
Arctic Falls verkar inom testning för däck- och fordonsindustrin. Bolaget erbjuder landbaserade testmiljöer både utomhus och inomhus, tillsammans med testtjänster, support och koordinering. Kunderna omfattar främst fordons- och däcktillverkare som behöver tillförlitliga testförhållanden året runt. Arctic Falls grundades 1985 och har sin verksamhet i Norrbotten.

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NOTICE OF ANNUAL GENERAL MEETING OF ARCTIC FALLS AKTIEBOLAG

2026-11-06 18:00:00

The shareholders of Arctic Falls Aktiebolag, corporate registration number 556260-2317, are hereby given notice of the Annual General Meeting to be held on Friday, 11 December 2026, at 12:00 noon at Hotell Storforsen, Bredsel 105, Vidsel. RIGHT TO ATTEND AND NOTIFICATION OF PARTICIPATION

Shareholders wishing to attend the meeting must

(i) be entered as shareholders in the share register maintained by Euroclear Nordics AB on Thursday, 3 December 2026; and

(ii) notify the Company of their intention to participate no later than Monday, 7 December 2026, by email to ir@arcticfalls.se.

The notification must state the shareholder's name/company name and personal identity number/corporate registration number, address, telephone number and, where applicable, details of any proxy and/or legal representative. If the shareholder intends to bring one or two assistants to the meeting, their attendance must be notified as set out above. Where applicable, complete documentation evidencing authority, such as a certificate of registration or equivalent, should also be enclosed with the notification.

NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the meeting, arrange for the shares to be registered in their own name through their nominee, so that they are entered in the share register maintained by Euroclear Nordics AB on Thursday, 3 December 2026. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee's procedures and by the deadline stipulated by the nominee. Voting rights registrations requested by shareholders in sufficient time to have been completed by the nominee no later than Monday, 7 December 2026, will be taken into account when the share register is prepared.

PROXIES
Shareholders represented by a proxy must issue a written, signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration or equivalent documentation evidencing authority for the legal entity must be enclosed.

A proxy form is available on the Company's website, www.arcticfalls.se, and will be provided to shareholders upon request.

PROPOSED AGENDA

  1. Election of a chair of the meeting
  2. Preparation and approval of the voting register
  3. Election of one or two persons to verify the minutes
  4. Approval of the agenda
  5. Determination of whether the meeting has been duly convened
  6. Presentation of the annual report and the auditor's report
  7. Resolutions on
    1. adoption of the income statement and balance sheet,
    2. appropriation of the Company's result in accordance with the adopted balance sheet, and
    3. discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
  8. Resolution on the number of members of the Board of Directors
  9. Resolution on the number of auditors
  10. Resolution on remuneration to the Board of Directors
  11. Resolution on remuneration to the auditor
  12. Election of members of the Board of Directors and Chair of the Board
  13. Election of auditor
  14. Principles for appointment of the Nomination Committee and instructions for the Nomination Committee
  15. Closing of the meeting

PROPOSED RESOLUTIONS

PROPOSAL BY THE BOARD OF DIRECTORS (ITEM 7B)

Resolution on appropriation of the Company's result in accordance with the adopted balance sheet (item 7b)

The Board of Directors proposes that the funds of SEK 158,051,200 available for appropriation by the Annual General Meeting be allocated as follows: a dividend of SEK 1.75 per share, totalling SEK 15,813,063, shall be distributed to the shareholders, and SEK 142,238,137 shall be carried forward.

It is proposed that the Board of Directors be authorised to determine the record date for the dividend, which must not fall later than the day before the next Annual General Meeting.

PROPOSALS BY THE NOMINATION COMMITTEE (ITEM 1 AND ITEMS 8–14)

Election of a chair of the meeting (item 1)
The Nomination Committee proposes that Staffan Persson be elected chair of the Annual General Meeting.

Resolution on the number of members of the Board of Directors (item 8)
The Nomination Committee proposes that the Board of Directors consist of six members, with no deputy members.

Resolution on the number of auditors (item 9)
The Nomination Committee proposes that a registered audit firm be appointed as auditor, with no deputy auditor.

Resolution on remuneration to the Board of Directors (item 10)
The Nomination Committee proposes that remuneration of SEK 260,000 be paid to the Chair of the Board and SEK 155,000 to each of the other members of the Board.

Resolution on remuneration to the auditor (item 11)
The Nomination Committee proposes that the auditor be remunerated in accordance with invoices approved on an ongoing basis.

Election of members of the Board of Directors and Chair of the Board (item 12)
The Nomination Committee proposes the re-election of Board members Staffan Persson, Johan Hårdén, Sara Axelsson, Andreas Jalar, Fredrik Persson and Erik Lundström.

The Nomination Committee proposes the re-election of Staffan Persson as Chair of the Board.

Election of auditor (item 13)
The Nomination Committee proposes the re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB. Öhrlings PricewaterhouseCoopers AB has stated that, if re-elected, authorised public accountant Magnus Thorling will be the auditor in charge.

Principles for appointment of the Nomination Committee and instructions for the Nomination Committee (item 14)
The Nomination Committee proposes that the Company have a Nomination Committee comprising one representative of each of the three largest shareholders by voting rights, based on the shareholder statistics provided by Euroclear Nordics AB as of the last banking day of March in the year of the Annual General Meeting and other reliable ownership information made available to the Company at that time. When determining the largest shareholders by voting rights, a group of shareholders shall be deemed to constitute one shareholder if they (i) are grouped as owners in Euroclear Nordics AB's register or (ii) have publicly announced and informed the Company that they have entered into a written agreement to adopt a long-term approach to the management of the Company through the coordinated exercise of voting rights. The Chair of the Board shall be responsible for contacting the largest shareholders and thereby convening the Nomination Committee. If any shareholder waives its right to appoint a member of the Nomination Committee, that right shall pass to the next largest shareholder by voting rights.

Unless the members agree otherwise, the chair of the Nomination Committee shall be the member representing the shareholder with the largest number of votes. However, the Chair of the Board or any other Board member shall not chair the Nomination Committee. Members of the Board may serve on the Nomination Committee but must not constitute a majority of its members. A majority of the Nomination Committee members shall be independent of the Company and its executive management. The Chief Executive Officer or any other member of executive management shall not serve on the Nomination Committee. At least one member of the Nomination Committee shall be independent of the Company's largest shareholder by voting rights, or of any group of shareholders acting together in relation to the management of the Company. If more than one Board member serves on the Nomination Committee, no more than one of them may be dependent on the Company's major shareholders.

The names of the members of the Nomination Committee shall be published on the Company's website no later than six months before the Annual General Meeting. If a member has been appointed by a particular shareholder, the shareholder's name shall be stated. The website shall also provide information on how shareholders may submit proposals to the Nomination Committee. The Nomination Committee's term of office shall continue until a new Nomination Committee has been appointed.

A shareholder that has appointed a member of the Nomination Committee shall be entitled to replace that member with another person, and if a member resigns prematurely from the Nomination Committee, the appointing shareholder shall be entitled to appoint a replacement. If, during the Nomination Committee's term of office, one or more shareholders who appointed members of the Nomination Committee are no longer among the three largest shareholders by voting rights, the members appointed by those shareholders shall make their seats available, and the shareholder or shareholders newly included among the three largest by voting rights shall be entitled to appoint members. Unless there are special reasons, no changes shall be made to the composition of the Nomination Committee where changes in voting rights are only marginal or where the change occurs less than three months before the Annual General Meeting. Any changes in the composition of the Nomination Committee shall be announced as soon as they occur.

The Nomination Committee shall prepare proposals on the following matters for resolution by the Annual General Meeting:

  • chair of the meeting,
  • number of Board members,
  • election of Board members and Chair of the Board,
  • fees and other remuneration for Board duties payable to each Board member and, where applicable, remuneration for committee work,
  • election of auditor,
  • remuneration to the auditor,
  • where deemed necessary, amendments to the principles for appointment of the Nomination Committee and the instructions for the Nomination Committee, and any other matters assigned to the Nomination Committee under applicable rules or these instructions.

In carrying out its duties, the Nomination Committee shall also:

  • review the Board's evaluation of its work,
  • consider the composition of the Board with regard to, among other things, skills, experience, diversity, gender balance and independence,
  • prepare proposals concerning the auditor in accordance with applicable rules,
  • publish and present its proposals ahead of the Annual General Meeting

No remuneration shall be paid to members of the Nomination Committee. The Nomination Committee shall, however, be entitled to charge the Company for reasonable expenses incurred in carrying out its duties.

These principles for the appointment of the Nomination Committee and instructions for the Nomination Committee shall apply until further notice, unless amended by a resolution of a general meeting of shareholders.

DOCUMENTS

The financial statements and the auditor's report are available at the Company's offices and on its website, www.arcticfalls.se, and will be sent promptly and free of charge to shareholders who request them and provide their postal address. The documents will also be available at the meeting.

INFORMATION AT THE MEETING

At the request of a shareholder, the Board of Directors and the Chief Executive Officer shall provide information at the meeting on any circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial position of the Company or its subsidiaries, the consolidated financial statements and the Company's relationship with other group companies, provided that the Board considers that such information can be disclosed without material harm to the Company.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

____________

Älvsbyn, November 2026
Arctic Falls Aktiebolag (publ)
The Board of Directors