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Addtech AB — Proxy Solicitation & Information Statement 2026
Jul 16, 2026
7327_rns_2026-07-16_56010fd9-f6b8-4c18-955d-b80162cfc29b.pdf
Proxy Solicitation & Information Statement
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^{}[] This is a translation of the Swedish original. In case of any discrepancies between this translation and the Swedish original, the latter shall prevail.
^{}[] ADDTECH
Notice to attend the Annual General Meeting of Addtech AB (publ)
The shareholders of Addtech AB (publ) (the "Company" or "Addtech"), reg. no. 556302-9726, are hereby given notice to attend the Annual General Meeting to be held at 03:30 p.m. CEST on Wednesday 26 August 2026, at IVA's Konferenscenter, Grev Turegatan 16, Stockholm. Registration for the meeting commences at 2.45 p.m. CEST.
The Board of Directors of the Company has decided to allow the shareholders to also attend the Annual General Meeting by postal voting in accordance with the regulations in Addtech's Articles of Association as further described below.
NOTICE OF PARTICIPATION
Shareholders who wish to attend the Annual General Meeting in person must:
- be entered in the share register kept by Euroclear Sweden AB, as of 18 August 2026; and
- give notice of attendance digitally via https://www.euroclear.com/sweden/generalmeetings/, by e-mail to [email protected], by post to the address: Addtech AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by telephone +46 (0)8-402 91 33 (weekdays between 9.00 a.m. – 4.00 p.m. CEST), no later than by 20 August 2026. Such notice must contain the shareholder's name, personal identification number (organisation number), address, telephone number, the number of shares as well as any attending counsel, maximum two.
Shareholders who wish to attend the Annual General Meeting by postal voting must:
- be entered in the share register kept by Euroclear Sweden AB, as of 18 August 2026; and
- no later than 20 August 2026 give their notice of attendance by submitting their postal vote in accordance with the instructions under heading "Pre-voting by postal voting" below in order for the postal vote to be received by Euroclear Sweden AB no later than that day.
NOMINEE-REGISTERED SHARES
To be entitled to participate in the Meeting a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register on 18 August 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed no later than 20 August 2026 are taken into account when preparing the share register.
OPPORTUNITY FOR SHAREHOLDERS TO EXERCISE THEIR VOTING RIGHTS THROUGH PROXY
Shareholders participating in person or by postal voting represented by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be more than one year old, unless a longer period of validity is stated, although maximum five years.
^{}[] This is a translation of the Swedish original. In case of any discrepancies between this translation and the Swedish original, the latter shall prevail.
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For shareholders participating in person represented by proxy, a power of attorney in original should be submitted by post to Addtech AB (publ), "Annual General Meeting 2026", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, in due time before the Meeting.
For shareholders participating by postal voting represented by proxy, a power of attorney should be attached to the postal voting form by post or by e-mail if postal voting is made by sending the postal voting form or be attached to the digital postal vote if postal voting is made via Euroclear Sweden's portal.
A proxy form is available at the Company's website, https://www.addtech.com/investors-and-media/corporate-governance/general-meeting.
Representatives of a legal entity shall attach a certified copy of the certificate of registration or similar document of authorisation and provide this in the same way as the proxy is provided.
ADVANCE VOTING BY POSTAL VOTING
The shareholders may exercise their rights to vote by postal voting before the Meeting. Participation by way of postal voting does not require a separate notice of attendance for the Meeting.
Postal voting can be made in two ways (either in accordance with alternative 1 or 2 below):
- by completing and submitting a specific postal voting form (for postal voting and serving as notification of attendance). The postal voting form is available on the Company's website, https://www.addtech.com/investors-and-media/corporate-governance/general-meeting.
Postal voting by using the postal voting form can be made by:
- submitting the original of the completed and signed postal voting form to Addtech AB (publ), "Annual General Meeting 2026", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or
-
submitting a scanned copy of the completed and signed postal voting form by email to [email protected] (type in "Addtech AB – postal voting" in the subject matter box).
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by giving notification of attendance and submitting its postal vote digitally through BankID verification via the link that is available on the Company's website, https://www.addtech.com/investors-and-media/corporate-governance/general-meeting, and https://www.euroclear.com/sweden/generalmeetings/.
If the shareholder is a legal entity, a copy of a certificate of registration or a corresponding document for the legal entity shall be enclosed together with the postal voting form and if the shareholder is represented by proxy, a power of attorney shall be enclosed to the postal voting form/digital postal vote in accordance with what is described under the heading "Opportunity for shareholders to exercise their voting rights through proxy" above. The completed postal voting form shall be received by Addtech via Euroclear Sweden AB no later than 20 August 2026. Electronic postal voting has to be made within the same time. The shareholder may not provide the postal voting form with any
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specific instructions or conditions. If made, the vote (in its entirety) will be deemed invalid. Further instructions and conditions are stated in the postal voting form.
PROPOSAL FOR AGENDA
- Opening of the Meeting.
- Election of Chairman to preside over the Meeting.
- Preparation and approval of Electoral Register.
- Approval of the agenda proposed by the Board.
- Election of one or two persons to approve the Minutes.
- Determination of whether the Meeting has been properly convened.
- Presentation of the Annual Report and the Audit Report and the Consolidated Financial Statements and the Consolidated Audit Report.
- Presentation by the CEO.
- Resolutions
a. regarding adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet,
b. regarding allocation of the Company's profit in accordance with the duly adopted Balance Sheet, and
c. regarding discharge from liability for the members of the Board of Directors and the CEO. - Report on the work of the Nomination Committee.
- Determination of the number of Board members.
- Determination of fees for the Board of Directors and the Auditor.
- Election of Board members and Chairman of the Board of Directors.
- Election of Auditor.
- Resolution on remuneration report.
- Resolution regarding issuing call options for repurchased shares and the transfer of repurchased shares to management personnel (the "2026 Share-Related Incentive Scheme").
- Resolution regarding authorisation for the Board of Directors to decide on the purchase and transfer of own shares.
- Resolution regarding authorisation for the Board of Directors to resolve on a new issue of up to 5 percent of the number of B-shares as means of payment during acquisitions.
- Closing of the Meeting.
THE NOMINATION COMMITTEE'S PROPOSED RESOLUTION WITH RESPECT TO ITEMS 2 AND 11-14 ON THE AGENDA
It was resolved by the Annual General Meeting 2020 that the principles of appointing the Nomination Committee that the Annual General Meeting 2020 resolved on, shall be in force until further notice. In accordance with these principles, the Chairman of the Board has contacted the Company's five
This is a translation of the Swedish original. In case of any discrepancies between this translation and the Swedish original, the latter shall prevail.
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largest registered shareholders in terms of votes as of 31 December 2025 and asked them to appoint members together with the Chairman to constitute the Nomination Committee for the Annual General Meeting 2026.
The Nomination Committee consists of Fredrik Börjesson (appointed by Tisenhult Invest AB), Henrik Hedelius (appointed by Tom Hedelius), Joachim Spetz (appointed by Swedbank Robur Fonder), Leif Almhorn (appointed by SEB Investment Management Fonder) and Per Trygg (appointed by Lannebo Fonder). Fredrik Börjesson is the Chairman of the Nomination Committee. The Nomination Committee, whose members represent 41 percent of the votes in the Company, has announced the following proposals:
2. Election of Chairman to preside over the Meeting
The Chairman of the Board, Malin Nordesjö, is proposed as Chairman to preside over the Meeting.
11. Determination of the number of Board members
The Nomination Committee proposes that the Board of Directors shall consist of six Board members.
12. Determination of fees for the Board of Directors and the auditors
The fee for each Board member shall be as follows: SEK 1,900,000 to the Chairman of the Board of Directors, SEK 700,000 to each of the other Board members appointed by the Annual General Meeting who are not employed by the Company and additionally SEK 120,000 to each member of the Remuneration Committee. Total fees amount to SEK 4,940,000.
Subject to Swedish law and requiring an agreement with the Company, a Board member may invoice the Company for Board fees, including any social security charges and VAT, from a legal entity or private business owned by the member. Such a procedure must be cost neutral for the Company.
Audit fees will be paid according to approved invoices.
13. Election of Board members and Chairman of the Board of Directors
Re-election of the Board members Henrik Hedelius, Ulf Mattsson, Malin Nordesjö, Annikki Schaeferdiek, Niklas Stenberg and Fredrik Börjesson.
Malin Nordesjö is proposed for re-election as Chairman of the Board of Directors.
Further information regarding the proposed Board members can be found on www.addtech.com.
14. Election of Auditor
The Nomination Committee proposes that the Annual General Meeting shall elect the auditing firm Deloitte AB. Deloitte AB has notified that the authorised auditor Kent Åkerlund shall remain the Auditor in charge.
PROPOSAL BY THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9b AND 15-18
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9b. Resolution regarding allocation of the Company's profits in accordance with the duly adopted Balance Sheet
The Board of Directors proposes that the profit is allocated so that MSEK 972 (864) is distributed to shareholders and that the remaining part of the Company's earnings, MSEK 820 (579), is carried forward.
This means that the Board of Directors proposes to distribute to the shareholders a dividend of SEK 3.60 (3.20) per share and that 28 August 2026 shall be the record date for receiving the dividend.
If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be transferred through Euroclear Sweden AB on 2 September 2026 to those who are registered in the share register on the record date.
15. Resolution of remuneration report
The Board of Directors proposes that the Meeting resolves to approve the Board's report regarding remuneration for 2025/2026 pursuant to Chapter 8, section 53 a of the Swedish Companies Act.
16. Resolution regarding issuing call options for repurchased shares and the transfer of repurchased shares to management personnel (the "2026 Share-Related Incentive Scheme")
The Board of Directors proposes that the Annual General Meeting should pass a resolution to adopt a long-term incentive scheme, the 2026 Share-Related Incentive Scheme (the "Scheme"). The Scheme is proposed to include approximately 150 members of management personnel within the Addtech Group in which the participants are being given the opportunity to acquire, at market price, call options relating to class B shares in Addtech repurchased by the Company, with the participants receiving a certain subsidy on premiums paid for the options after two years.
The proposal of the Board of Directors also means that the Annual General Meeting approves that the Company transfers – with deviation from the shareholders' preferential rights – up to 1,000,000 of the Company's repurchased class B shares to the option holders at the agreed exercise price in connection with any exercise of the call options (subject to any recalculations). The Board of Directors' proposal ultimately means that the Annual General Meeting approves that the Series B shares that the Company acquired in accordance with previous authorisation are allowed to be transferred in order to secure delivery of shares under the proposed Scheme. The Company currently holds a total of 2,714,958 shares of series B in the Company.
This proposal has been prepared by the Company's Remuneration Committee in consultation with the Company's Board of Directors. The decision to propose the Scheme to the Annual General Meeting has been taken by the Board of Directors. The Company's directors, who are not employees of the company, are not included in the Scheme.
The Scheme involves the following main terms and conditions:
a) The number of call options to be issued shall not exceed 1,000,000, corresponding to approximately 0.4 percent of the total number of shares and approximately 0.3 percent of the total number of votes in the Company (class B shares held by the Company are included). Each call option entitles the holder to acquire one (1) repurchased class B share in the
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Company during the period from 10 September 2029 to 7 June 2030. Shares may not, however, be purchased during any such period when trading in the Company's shares is forbidden in accordance with regulation (EU) no 596/2014 of the European Parliament and of the Council of April 16, 2014 on Market Abuse (or any other equivalent legislation which applies at any given time).
b) The purchase price for shares ("Purchase price") upon exercise of the options shall correspond to 120 percent of the volume-weighted average of the price paid for the Company's B shares on Nasdaq Stockholm during the period from 27 August 2026 to 9 September 2026.
c) The right to acquire the call options shall be granted to the Group management and further approximately 20 members of management in the Addtech Group as well as a number of the subsidiaries' managing directors. Persons who have a direct opportunity to influence the Group's results. Addtech's CEO shall be offered a maximum of 40,000 call options, others in Group management shall be offered a maximum of 25,000 call options per individual and other executives shall be offered a maximum of 12,500 call options.
d) If a person who is entitled to an allocation refrains in full or in part from acquiring call options offered to them, such un-acquired call options shall be divided on a pro rata basis between those persons who are entitled to an allocation and who have, in writing, expressed their interest in acquiring additional call options. Persons who are entitled to an allocation may not come to acquire more than an additional 30 percent of the original number of call options offered in this manner.
e) The Board of Directors shall establish the final distribution of call options according to the principles outlined in items c) and d) above, as well as the number of call options the employees within each category shall be offered to acquire.
f) Notice of acquiring call options must be given no later than 16 September 2026. The Board of Directors of the Company shall be entitled to extend the period for notification of acquisition.
g) The premium for the call options shall correspond to the market value of the call options according to an external independent valuation, applying the Black-Scholes model. The measuring period for calculating the option premium will be based on the volume-weighted average of the price paid for the shares of class B in the Company on Nasdaq Stockholm during the period from 3 September 2026 until 9 September 2026.
h) Issuing call options to employees outside Sweden is dependent on tax effects, that there is no legal impediment, and that the Board of Directors determines that such allocation can be carried out with reasonable administrative and financial resources. The Board of Directors shall be entitled to make such minor amendments to the Scheme as required by applicable foreign legislation and regulations.
i) The call options are freely transferable.
j) The number of shares which the call options bring entitlement to acquire and the exercise price may be recalculated as a result of e.g. bonus issues, share consolidations or splits, new
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issues, a reduction in the share capital or similar actions. The time at which shares are transferred may be brought forward as a result of any merger or similar actions.
k) In order to encourage participation in the Scheme, a subsidy can be paid corresponding to the premium paid for each call option. This subsidy shall in that case be paid during September 2028.
l) The company has the right to repurchase the call options by the holder if the holder does not wish to use all acquired call options and has notified the Company about this. Acquisition of options shall occur at a price which at the time was equivalent to no more than the market value. Repurchase of call options cannot be made during such period when trading with shares in the Company is prohibited by Article 19 of the European Parliament and Council Regulation (EU) No 596/2014 of 16 April 2014 on market abuse (market abuse regulation), or the prevailing corresponding legislation.
m) The Board of Directors shall, within the framework of the above conditions and policies be responsible for the preparation and management of the Scheme.
The costs of the Scheme consist of the subsidy paid during September 2028 as detailed above and the social security charges payable on this subsidy. The total cost of the subsidy, including social security charges, has been estimated to approximately MSEK 51 after corporate tax (calculated based on the prevailing market conditions on 1 July 2026). Against this subsidy, the option premium corresponds to a total of approximately MSEK 49 which the Company will receive on transferring the call options (calculated based on the prevailing market conditions on 1 July 2026), as a result of which the Scheme will not involve any material net charge to the Company's equity.
The reason for deviation from the shareholders' preferential rights and the Board of Directors' reasons for carrying out this Scheme is that senior management within the Addtech Group should be able to benefit from and strive for, through their own investment, an increase in the price of the Company's shares, thus more closely aligning the interests of senior managers and the Company's shareholders. The purpose of the Scheme is also to contribute towards management personnel increasing their long-term shareholdings in the Company. The Scheme is also expected to create conditions for retaining and recruiting competent personnel for the Addtech Group, to provide competitive remuneration and to align the interests of the shareholders and management. The members of management included in the Scheme are the group that, in an otherwise heavily decentralized organization, can create positive effects through cooperation between the Group's subsidiaries. On the basis of this, the Board of Directors believes that the introduction of the Scheme will have a positive effect on the continued development of the Addtech Group, and that the Scheme will benefit both the shareholders and the Company.
The Company has three long-term incentive schemes since earlier, the 2023, 2024 and 2025 Share Related Incentive Schemes.
In the Share-based Incentive Scheme of 2023, there are a total of 674,500 outstanding call options, which entitles the acquisition of an equivalent number of shares of class B in the Company. The exercise price for these call options was set at SEK 221.00 per share and the exercise period covers the time from 7 September 2026 to 9 June 2027.
In the Share-based Incentive Scheme of 2024, there are a total of 639,925 outstanding call options, which entitles the acquisition of an equivalent number of shares of class B in the Company. The
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exercise price for these call options was set at SEK 388.80 per share and the exercise period covers the time from 6 September 2027 to 9 June 2028.
In the Share-based Incentive Scheme of 2025, there are a total of 761 575 outstanding call options, which entitles the acquisition of an equivalent number of shares of class B in the Company. The exercise price for these call options was set at SEK 392.70 per share and the exercise period covers the time from 5 September 2028 to 8 June 2029.
All underlying ca 2,100,000 shares of class B in the Company of outstanding options correspond in their entirety to the already repurchased class B shares in the Company.
The resolution proposed by the Board of Directors in accordance with item 16 must be approved by shareholders representing not less than nine tenths of the votes cast and shares represented at the Annual General Meeting.
17. Resolution regarding authorisation for the Board of Directors to decide on the purchase and transfer of own shares
The Board of Directors proposes that the Annual General Meeting passes a resolution authorising the Board of Directors to decide – during the period until the next Annual General Meeting – to acquire a maximum number of class B shares so that the Company's holding of own shares at any given time does not exceed 10 percent of the total number of shares outstanding in the Company. Acquisitions shall be made on Nasdaq Stockholm in accordance with the exchange's rules and may not be carried out at a price higher than the higher of the price of the most recent independent trade and the highest current independent bid on the trading venue where the acquisition is executed. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be carried out. Acquisitions shall be paid for in cash and may be made on one or more occasions.
The Board of Directors further proposes that the Annual General Meeting authorises the Board of Directors – during the period until the next Annual General Meeting – to sell its own shares in ways other than on Nasdaq Stockholm. The authorisation may be exercised on one or more occasions and covers all shares held by the Company at the time of the decision of the Board of Directors. The authorisation includes the right to decide to deviate from shareholders' preferential rights and that payment may be effected in forms other than money.
The purpose of the authorisation is to adapt the Group's capital structure and to enable companies or business operations to be acquired in the future through payment with own shares. The holding of own shares also safeguards the Company's obligations under the share-based incentive Scheme resolved at the Annual General Meeting in 2023, 2024 and 2025 and the Share-Related Incentive Scheme proposed under item 16 above.
The resolution proposed by the Board of Directors in accordance with item 17, must be approved by shareholders representing not less than two thirds of the votes cast and shares represented at the Annual General Meeting.
18. Resolution regarding authorisation for the Board of Directors to resolve on a new issue of up to 5 percent of the number of B-shares as means of payment during acquisitions
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With the purpose of enabling more company acquisitions, the board of directors proposes that the Annual General Meeting resolve to authorise the board of directors – during the period until the next following Annual General Meeting – to decide on the issue of new shares, on one or more occasions, in deviation from shareholders' preferential rights, against payment in cash, by set-off or with non-cash consideration. However, such issues may not cause the Company's registered share capital or the number of shares in the Company to increase by more than a total of 5 percent, based on the Company's registered share capital or the number of shares prior to exercise of the authorisation. Set-off shall only be possible against claims in connection with payment for shares in companies acquired by the Company. Issues shall take place on market-related terms and conditions.
The board, the managing director or the person that the board appoints, shall have the right to make any adjustments to the decision required for registration.
The resolution proposed by the board of directors in accordance with item 18 must be approved by shareholders representing not less than two thirds of the votes cast and shares represented at the Annual General Meeting.
SHARES AND VOTES
The Company has issued a total of 272,793,984 shares, of these are 12,864,384 class A shares and 259,929,600 are class B shares, of which the Company holds 2,714,958 shares. The total number of votes, after deduction of the shares the Company holds, is 385,858,482. This information relates to the situation at the time of issuing this notice.
SHAREHOLDERS RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7, section 32 and 57 of the Swedish Companies Act (Sw. aktiebolagslagen), the Board of Directors and the managing director are under a duty to, if any shareholder so requests and the Board of Directors deems that it can be made without material damage to the company, provide information at the Annual General Meeting, regarding circumstances which may affect the assessment of a matter on the agenda or the company's economic situation. The duty of disclosure also includes the Company's relationship to other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are set out in the preceding sentence.
PROCESSING OF PERSONAL DATA
Personal data obtained from the share register kept by Euroclear Sweden AB, notification of attendance at the Meeting and information on representatives, proxies and deputies will be used for registration, preparation of the voting list for the Meeting and, where appropriate, the minutes of the Meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For information on how your personal data is handled, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
DOCUMENTATION
Accounting documents, the auditor's report, proxy form and the auditor's statement in accordance with Chapter 8, section 54 of the Swedish Companies Act, the Board of Directors' complete proposals
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in accordance with items 9b (including the Board of Directors' statement in accordance with Chapter 18, section 4 of the Swedish Companies Act), 15 (including the proposed remuneration report), 16, 17 (including the Board of Directors' statement in accordance with Chapter 19, section 22 of the Swedish Companies Act) and 18 on the agenda will be available at the Company no later than 5 August 2026 and will be sent to shareholders who so request and provide their postal address. These documents will also be available on the Company's website on the same date. The Nomination Committee's proposals and reasoned opinions and details of all proposed members of the Board of Directors will be available on the Company's website from the date of issuances of this notice.
Stockholm, July 2026
The Board of Directors
Addtech AB (publ)
Addtech AB, Box 5112, SE-102 43 Stockholm, Sweden
Phone +46 (0)8-470 49 00, www.addtech.com, [email protected]
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