Nepa

Notification of participation
Shareholders who wish to participate in the EGM must:

• both be registered in the share register maintained by Euroclear Sweden AB on Monday November 11, 2024;
• notify their intention to participate to the Company no later than Wednesday November 13, 2024, either by e-mail ir@nepa.com (please state “EGM 2024-2” in the subject line) or mail Nepa AB (publ), att: Edvard Hagman, “EGM 2024-2”, Maria Skolgata 83, 118 53 Stockholm.

The notification shall include, the shareholder’s name, personal identification number or company registration number (or equivalent), address, telephone number (daytime), shareholding, details of any advisor (maximum two), and, if applicable, details of representatives or proxies.

Participation by proxy
Shareholders who are represented by proxy must issue a signed and dated power of attorney. If the shareholder is a legal entity, a certificate of registration or corresponding authorisation documents must be attached to the form. The power of attorney is valid for the period stated in the power of attorney, but no longer than five years. The power of attorney in the original form as well as any registration certificate shall be submitted to the Company at the above address well in advance of the EGM. The Company provides proxy forms on request and the form is available at the Company’s website, www.nepa.com.

Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the EGM. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date Monday November 11, 2024. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that has been completed by the nominee no later than Wednesday November 13, 2024, will be considered when preparing the share register.

Proposed Agenda

1. Opening of the meeting and election of chairperson
2. Establishment and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Determination of the number of board members
7. Election of new board member
8. Closing of the meeting

Proposed resolutions

Item 1 – Election of chairperson
The board of directors proposes that lawyer Per Hedman from Cirio Advokatbyrå, or in his absence, a person appointed by the board of directors, should be appointed as chairperson of the EGM.

Item 6 – 7 – Determination of the number of board members and election of new board member
The shareholder Elementa, who controls approximately 18.5 percent of the total number of shares and votes in the Company, has requested that the board of directors convene an EGM to appoint a representative to the Company’s board of directors, nominated by Elementa. Elementa proposes that the board of directors shall consist of six (6) board members until the next annual general meeting and that Ludvig Blomqvist is elected as new board member.

Ludvig is a Swedish business lawyer focused on M&A, finance and financial regulation. He has previously served on the board of several companies including companies authorised by and under the supervision of the Swedish Financial Supervisory Authority (FI). Ludvig has previous experience as a partner and attorney at law at large multinational law firms working with private and public M&A and financial transactions as an advisor to financial institutions, PE sponsors and venture capital investors. Ludvig holds an LL.M. from Stockholm University and a M.Sc. in Industrial Management from KTH.

Elementa’s proposal is supported by the shareholders Hanover Investors and Ulrich Boyer. This means that the Company's three largest shareholders, together controlling approximately 56.2 percent of the total number of shares and votes in the Company, support the proposal.

Disclosure at the EGM
The shareholders have the right to request that the board of directors and the CEO provide information about conditions that may impact the assessment of an item on the agenda for the EGM. The board of directors and the CEO must provide such information at the EGM if it may be done without material harm to the Company.

Processing of personal data
For information on how your personal data is processed in connection to the EGM, see the privacy policy available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
 
Stockholm in October 2024
Nepa AB (publ)
The Board of Directors