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Notice of Annual General Meeting for Prevas AB

Notice of Annual General Meeting for Prevas AB

The shareholders of Prevas AB, corporate registration number 556252-1384, are hereby given notice of the Annual General Meeting to be held on Tuesday May 19, 2026, at 6 p.m. in the company’s premises at Glödgargränd 14, Västerås, Sweden.

Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.

 

RIGHT TO PARTICIPATE

 

Shareholders wishing to attend the Annual General Meeting must:

  • partly be registered as shareholders in the share register held by Euroclear Sweden AB on Friday May 8, 2026,
  • partly notify the company of their participation by Tuesday May 12, 2026 at the latest to the address: Prevas AB, Box 4, 721 03 Västerås. Notice can also be sent by e-mail to [email protected] or via the form on the website (www.prevas.se/anmalan_arsstamma).

 

The notice must include the shareholder’s full name, personal identity or company registration number, address, telephone number, shareholding and, where applicable, the name of his/her proxy, representative and assistants (maximum two). Where applicable, e.g. for a legal person, the notice should also be accompanied by full authorisation documents such as a certificate of registration or equivalent.

 

NOMINEE-REGISTERED SHARES

 

In order to be entitled to participate in the Annual General Meeting, a shareholder who has had his/her shares nominee-registered must, in addition to registering for the Annual General Meeting, have the shares registered in his/her own name so that the shareholder is included in the share register as at the record date of Friday May 8, 2026. Such registration may be temporary (so called voting rights registration) and is requested from the nominee according to the nominee's procedures in such time in advance as determined by the nominee. Voting rights registration that has been carried out by the relevant nominee at the latest by Tuesday May 12, 2026 will be observed when producing the shareholder list.

 

PROXIES

 

Shareholders represented by proxy must issue a written power of attorney to the proxy, signed and dated by the shareholder. The power of attorney shall also be presented at the Annual General Meeting. The period of validity of the power of attorney may not exceed five years if specifically stated. If the power of attorney is issued by a legal person, a copy of the certificate of registration of the legal person or, in the absence of such a document, an equivalent authorisation document must be attached. In order to facilitate registration at the Annual General Meeting, the notice should be accompanied, where appropriate, by powers of attorney, certificates of registration and other authorising documents. If the shareholder intends to bring one or two assistants to the Annual General Meeting, the company must be notified of such participation as described above. Registration forms and proxy forms are available on the company's website www.prevas.se and will be sent free of charge to shareholders who request them and provide their postal address.

 

INFORMATION ON THE NUMBER OF SHARES AND VOTES

 

The total number of shares in the company at the date of issue of this notice is 12,885,230, of which 422,800 are class A shares and 12,462,430 are class B shares. Class A shares carry ten votes per share and class B shares carry one vote per share. The total number of votes in the company thus amounts to 16,690,430. At the time of issuance of this notice, the company has no own shares.

 

PROPOSED AGENDA

 

  1. Opening of the Annual General Meeting.
  2. Election of Chair of the Annual General Meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the Agenda.
  5. Election of one or two persons to check the minutes.
  6. Determination of compliance with the rules of convocation.
  7. Speech by the Chief Executive Officer.
  8. Presentation of the Annual and Sustainability Report and the Audit Report as well as the Consolidated Accounts, the Consolidated Audit Report and the Assurance Report over the Sustainability Report.
  9. Resolution

a)         on the adoption of the profit and loss account and balance sheet and the consolidated profit and loss account and consolidated balance sheet,

b)         on the appropriation of the company's profits in accordance with the adopted balance sheet, and

c)         on the discharge from liability of the members of the Board and the Chief Executive Officer.

  1. Resolution on the number of Directors and Deputy Directors and the number of Auditors and Deputy Auditors.
  2. Resolution on Director and Auditor remunerations.
  3. Election of the Board of Directors, the Chair of the Board and the Auditor.
  4. Resolution on the approval of the Remuneration Report.
  5. Resolution authorising the Board of Directors to decide on a new issue of class B shares.
  6. Resolution authorising the Board of Directors to decide on acquisition and transfer of own class B shares.
  7. Closing of the Annual General Meeting.

 

THE BOARD OF DIRECTORS’ PROPOSED RESOLUTIONS

 

Item 9 b) – Resolution on the appropriation of the company's profits in accordance with the adopted balance sheet

 

The profit for the year of SEK 25,969,294 and other unrestricted capital of SEK 169,655,240, totaling SEK 195,624,534, are at the disposal of the Annual General Meeting. The Board of Directors proposes that a dividend of SEK 4 per share, totaling SEK 51,540,920, will be paid and that the remaining available earnings of approximately SEK 144,083,614, be carried forward.

 

The record date for the payment is proposed to be Thursday May 21, 2026, and if the Annual General Meeting decides in accordance with the proposal, the dividend is expected to be paid through Euroclear Sweden AB on Tuesday May 26, 2026.

 

Item 13 – Resolution on the approval of the Remuneration Report

 

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ Remuneration Report in accordance with Chapter 8, Section 53 (a) of the Swedish Companies Act.

 

Item 14 – Resolution authorising the Board of Directors to decide on a new issue of class B shares

 

The Board of Directors proposes that the Annual General Meeting resolves upon that the Board of Directors shall be authorised to, on one or several occasions for the period until the next Annual General Meeting, decide on new issues of class B shares of a maximum of 1,288,523 class B shares in the company, entailing a share capital increase of a maximum of SEK 3,221,307.50, corresponding to approximately ten per cent of all shares in the company, at the time for the Annual General Meeting.

 

New issues of shares may be made with or without derogation from the shareholders' pre-emption rights, against payment in cash or with provision for payment in kind or set-off or otherwise subject to conditions. The purpose of the authorisation is to raise capital in connection with company acquisitions or, alternatively, to enable shares to be used as consideration in such acquisitions. In the event of derogation from the shareholders' pre-emption rights, the issue shall be carried out on market terms.

 

It is further proposed that the Annual General Meeting authorise the Board of Directors, the Chief Executive Officer or a person appointed by the Board of Directors, to make such minor adjustments as may appear necessary in connection with the registration of the resolution by the Swedish Companies Registration Office.

 

Item 15 – Resolution authorising the Board of Directors to decide on acquisition and transfer of own class B shares

 

The Board of Directors proposes that the Annual General Meeting resolves upon that the Board of Directors shall be authorised to, on one or several occasions for the period until the next Annual General Meeting, acquire and transfer own class B shares in the company according to the following.

 

  1. Acquisition of own shares may take place partly through an offer addressed to all shareholders, partly through trading on Nasdaq Stockholm. Transfer of own shares may take place on or outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights.
  2. Acquisition of own shares may take place so that the company’s holding of own shares in total amounts to not more than one tenth of all the shares in the company. Transfer of own shares may be made of a maximum of the total number of own shares held by the company at any given time.
  3. Acquisition of own shares must take place in cash and at a price not higher than the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm. Acquisition may not be made at a price lower than the lowest price at which an independent acquisition can be made.
  4. Transfer of own shares on Nasdaq Stockholm shall be made at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sale price. Payment for the shares shall be made in cash.
  5. Transfer of own shares outside Nasdaq Stockholm may be made at (a) a price in cash or value of property received corresponding to the stock market price at the time of the transfer of the shares transferred with any deviation that the Board of Directors deems appropriate or, in connection with acquisitions of companies or operations, (b) a market value assessed by the Board of Directors. Payment for the shares shall be made by cash payment, contribution in kind or by set-off.

 

The purpose of the authorisation to acquire and transfer own class B shares, and the reason for deviation from the shareholders’ preferential rights, is partly to be able to adapt the company’s capital structure and partly to enable the company, through payment of own shares, finance future acquisitions of companies or operations.

 

The Board of Directors has issued a statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act.

 

THE NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS

 

Item 2 – Election of Chair of the Annual General Meeting

 

Christer Parkegren, or if he is prevented from attending, the person the Nomination Committee proposes in his place, is proposed to be elected as Chair of the Annual General Meeting.

 

Item 10 – Resolution on the number of Directors and Deputy Directors and the number of Auditors and Deputy Auditors

 

The Board of Directors is proposed to consist of seven members elected by the Annual General Meeting without Deputy Directors. It is further proposed that the company shall have one Auditor without Deputy.

 

Item 11 – Resolution on Director and Auditor remunerations

 

It is proposed that a remuneration of SEK 500,000 (500,000) is to be paid to the Chair of the Board and SEK 250,000 (250,000) to each of the other ordinary members of the Board of Directors appointed by the Annual General Meeting, who are not employees of the company, for the period until the end of the next Annual General Meeting.

 

It is proposed that remuneration is to be paid to the Auditors in accordance with the amount approved by the company.

 

Item 12 – Election of the Board of Directors, the Chair of the Board of Directors and the Auditor

 

The Nomination Committee proposes re-election of the Board members, Christer Parkegren, Pia Sandvik, Ebba Fåhraeus, Robert Demark, Johan Strid, Christer Wallberg and Magnus Lundin. As Chair of the Board the Nomination Committee proposes re-election of Christer Parkegren.

 

Information on the proposed Board members is available on the company's website www.prevas.se.

 

The Nomination Committee proposes, in accordance with the Board of Directors' recommendation, the re-election of the audit firm Ernst & Young AB until the end of the next Annual General Meeting, with Jens Bertling as new Auditor in charge. 

 

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

 

According to Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer shall, if requested by a shareholder and if the Board of Directors considers that this can be done without significant damage to the company, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the Agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company's relationship with another group company and the consolidated financial statements. Requests for such information should be submitted in writing to the company at Prevas AB, Box 4, 721 03 Västerås, Sweden or by e-mail to [email protected].  

 

SPECIAL MAJORITY REQUIREMENT

 

For resolutions according to items 14 and 15 to be valid, each proposal must be supported by shareholders holding at least two thirds of the votes cast as well as of the shares represented at the meeting.

 

DOCUMENTS

 

The Board of Directors’ and Nomination Committee’s complete proposals, including the Board of Directors’ and Auditors Reports as well as the accounting documents and the Auditor’s Report for the financial year 2025, will be available at the company and on the company’s website www.prevas.se no later than three weeks before the Annual General Meeting. Copies of the documents will be sent to shareholders who request them and provide their postal address.

 

PROCESSING OF PERSONAL DATA

 

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

 

 

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Västerås in April 2026

Prevas AB (publ)

The Board of Directors

 

Prevas AB, Box 4, 721 03 Västerås, address for visitors: Glödgargränd 14, phone 021-360 19 00 www.prevas.se, corporate registration number 556252-1384.

Notice of Annual General Meeting published on April 16, 2026, at 09:30 (CET).

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