Eligibility and registration
Shareholders who wish to participate in the general meeting shall:
and be registered in the share register maintained by Euroclear Sweden AB on Wednesday, January 5, 2026 (for nominee-registered shares, see also “Nominee-registered shares” below),
and register with the Company no later than Thursday, January 8, 2026, by mail at Norditek Group AB, Stora Åvägen 21, 436 34 Askim, or by email at info@Norditek.se. The registration should include the shareholder’s name, personal or corporate identification number, address, and telephone number, as well as the number of shares held and any representatives.
Information provided at registration will be processed and used only for the purpose of the meeting. See below for further information on the processing of personal data.
Fiduciary registered shares
To be entitled to participate in the meeting, a shareholder who has had their shares registered in the name of a nominee must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is included in the share register as of Wednesday, January 5, 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 at least as far in advance as the nominee determines. Voting rights registrations made by the nominee no later than January 8, 2026, will be taken into account in the preparation of the shareholder register.
Ombudsman
Shareholders to be represented by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be older than one year, unless a longer period of validity is specified in the power of attorney, in which case it may not exceed 5 years. If the power of attorney is issued by a legal entity, a certified copy of the valid registration certificate for the legal entity (or equivalent document for a foreign legal entity) must be attached to the power of attorney. The documents must not be older than one year.
To facilitate registration, the original power of attorney, certificate of registration and other authorization documents should be received by the Company at the above address well in advance of the meeting.
DRAFT AGENDA
1. Election of the chairman of the meeting
2. election of one or more persons to verify the minutes.
3. drawing up and approval of the voting list
4. approval of the proposed agenda
5. examination of whether the meeting has been duly convened
6. presentation of the annual report and the auditor's report
7. resolution on:
a. adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b. allocation of the company's profit or loss according to the adopted balance sheet
c. discharge from liability for the members of the Board of Directors and the Managing Director.
8. Determination of the number of Board members and auditors
9. Election of a new Chairman of the Board
10. Election of a new Board member
11. Election of the Board of Directors, alternate Board members, and the auditor
12. Determination of fees for the Board of Directors and the auditor
13. Resolution to authorize the Board of Directors to decide on new issues of shares with or without deviation from shareholders’ preferential rights
14. Resolution to establish a warrant program for senior executives and key employees.
15. The meeting is adjourned
PROPOSED DECISION
Item 1 - Election of the Chairman of the meeting
The Board of Directors proposes that Göran Nordlund, Chairman of the Board, be elected Chairman of the Meeting.
Item 7 b - Resolution on allocation of the company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the funds at the disposal of the Annual General Meeting be carried forward and that no dividend be paid to the shareholders.
Item 8 - Determining the number of directors and auditors
The Board of Directors proposes that the Board of Directors shall consist of five (5) members with no deputies.
The Board of Directors further proposes that an authorized accounting firm shall be appointed as auditor, without deputy auditors.
Item 9 – Election of a new Chair of the Board
The Nomination Committee consisted of representatives from the three largest shareholders: Avok Invest (owned by Daniel Carlberg), Fore C Holding (owned by Göran Nordlund), and EMK Holding AB (owned by the Larsson family), who together represent approximately 67% of the votes in the Company. The Nomination Committee proposes that current Board member Martin Larsson be elected as the new Chairman of the Board for the period until the end of the next Annual General Meeting. For information about Martin Larsson, please refer to the information available on the Company’s website, www.norditek.se. It is noted that Göran Nordlund, the current Chairman of the Board, has declined re-election.
Item 10 – Election of a new board member
The Nomination Committee proposes that Karl Nordlund be elected as a new member of the Board of Directors for the term ending at the close of the next Annual General Meeting. For information about Karl Nordlund, please refer to the information available on the Company’s website, www.norditek.se. It is noted that Karl Nordlund is a representative and CEO of Fore C Holding AB, the Company’s second-largest shareholder.
Item 11 – Election of the Board of Directors, alternate members of the Board, and the auditor
The Board of Directors proposes that the Annual General Meeting resolve to re-elect Board members Daniel Carlberg, David Schelin, and Nina Modig, and to re-elect the registered auditing firm Bright Norr AB. Bright Norr AB has announced that, if the Annual General Meeting approves the proposal, authorized public accountant Oskar Hettinger will serve as the principal auditor. All for the period until the end of the next Annual General Meeting.
Item 12 – Determination of fees for the Board of Directors and the auditor
The Board of Directors proposes that the Annual General Meeting resolve to pay Board fees of SEK 90,000 (approximately one and a half price base amounts in 2026) to the external Board members, Nina Modig and David Schelin, for the period until the end of the next Annual General Meeting. Other Board members who are also major shareholders in the Company shall not receive any Board remuneration. Furthermore, the Board proposes that remuneration to the auditor be paid in accordance with the approved invoice.
Item 13 – Resolution to authorize the Board of Directors to decide on a new issue of shares, with or without deviation from shareholders’ preemptive rights
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, for the period until the end of the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders' preferential rights, to decide on a new issue of shares. The purpose of the authorization is to increase financial flexibility and the Board's scope of action.
The authorization may be used to issue a maximum of ten (10) percent of the total number of outstanding shares in the Company at the time of the issue decision.
The issue price shall be determined on market terms.
The reason for the deviation from shareholders' preferential rights is that newly issued shares or the amount raised in a new share issue can be used as payment for the acquisition of businesses, companies or shares in companies.
The issue may be made in cash and/or against payment in kind and/or through set-off.
The board of directors, or the person appointed by the board of directors, shall otherwise be entitled to make such amendments to the above resolution as may be necessary in connection with its registration and to take such other measures as are necessary to implement the resolution.
Item 14 – Resolution to establish a stock option plan for senior executives and key employees.
The Board of Directors proposes that the Annual General Meeting resolve to introduce an incentive program. The warrant program entails the company issuing a maximum of 175,000 warrants free of charge to the wholly owned subsidiary Norditek AB, entitling the holder to subscribe for a maximum of 175,000 shares in the company, with Norditek AB having the right and obligation to manage the warrants in accordance with the warrant program.
Subscription for shares under the stock option plan shall take place during the period from February 1, 2029, through February 28, 2029. Upon subscription for shares, the share capital will increase by a maximum of SEK 17,500.
Based on the number of shares in Norditek as of the date of the notice of the Annual General Meeting, the maximum dilution resulting from the warrant program may amount to approximately 1.3 percent.
The subscription price for shares subscribed for pursuant to the warrants, as described above, shall be 150% of the average volume-weighted share price between January 1, 2026, and January 31, 2026.
Norditek will publish the subscription price before the first day of the exercise period.
Norditek AB will offer senior executives and certain key personnel the opportunity to acquire warrants at market price no later than February 28, 2026; this price will be determined by valuing the warrants in accordance with the Black–Scholes valuation model. In total, no more than 20 percent of the total number of warrants may be allocated to any single participant.
The subscription price must be paid in cash no later than March 31, 2026.
As reasons for deviating from the shareholders' preferential rights, the Board of Directors invokes the following:
Option programs contribute to higher motivation and commitment among employees and strengthen the ties between the employees and the company. The option program will contribute to the possibilities to recruit and retain knowledgeable and experienced employees and is expected to increase the employees' interest in the business and the development of the company's results. Overall, it is the Board's assessment that the Option Program will benefit both the employees and the company's shareholders through an increased share value.
The board of directors further proposes that the meeting authorizes the board of directors, or the person appointed by the board of directors, to make minor changes to the above resolution that may be required for registration with the Swedish Companies Registration Office.
OTHER INFORMATION
Majority requirements
For a valid resolution authorizing the Board of Directors to decide on a new issue of shares (item 13) above, approval by at least two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting is required.
For a valid resolution authorizing the Board of Directors to decide on the introduction of a warrant program (item 14) above, approval by at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting is required.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company is 13,731,187. The Company does not hold any of its own shares.
Meeting documents
The annual report, auditor's report and other documents are available on the Company's website, www.norditek.se, at the Company's address Stora Åvägen 21, 436 34 Askim and will be sent free of charge to shareholders who request it and provide their postal or e-mail address.
Information at the meeting
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting on 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 on the Company's relationship with other companies within the group.
Personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor- english.pdf.
Certified advisor
Partner Fondkommission AB (phone 031-761 22 30 / www.partnerfk.com) is the company's Certified Adviser on Nasdaq First North Growth Market.
For further information:
Daniel Carlberg
Phone: +46702190491
Mail: daniel.carlberg@norditek.se
_____________________________
Askim in December 2025
Norditek Group AB
Board of Directors