Qben Infra

Right to attend
In order to attend the Extraordinary General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 4 November 2025. Further, shareholders who wish to participate in the Extraordinary General Meeting must give notice of participation to the company no later than 6 November 2025. Notice of participation can be made:

• by mail: Qben Infra AB, Västberga Allé 25, SE-126 30 Hägersten, Sweden, or
• by e-mail: info@qben.se.

The notification shall state name/company name, personal identity number or corporate identity number, address, telephone number and, if applicable, the number of assistants (no more than two).

Nominee-registered shares
In order to be entitled to attend the Extraordinary General Meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation in the Extraordinary General Meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 4 November 2025. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than 6 November 2025 are taken into account in the presentation of the share register.

Proxy and proxy form
Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. The power of attorney may not be issued more than one year before the date of the Extraordinary General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. If the shareholder is a legal entity, a copy of the certificate of registration, or if such a document does not exist, equivalent authorization documents must also be attached. The power of attorney as well as the certificate of registration and other authorization documents (as applicable) should be sent to the Company well in advance of the Extraordinary General Meeting, by post to Qben Infra AB, Västberga Allé 25, SE-126 30 Hägersten, Sweden, or by e-mail to info@qben.se.

Proxy forms are available from the Company and on the Company’s website, www.qben.se, and is upon request sent to shareholders who provide their address.

Proposed agenda

1. Opening of the Extraordinary General Meeting.
2. Election of Chairman of the Extraordinary General Meeting.
3. Election of one or two persons to verify the minutes.
4. Preparation and approval of the voting list.
5. Determination as to whether the Extraordinary General Meeting has been duly convened.
6. Approval of the agenda.
7. Resolution on approval of divestment of shares in Kvalitetsbygg R AB and Kvalitetsgruppen R Fastigheter.
8. Closing of the Extraordinary General Meeting.

Proposed resolutions

Item 7 – Resolution on approval of divestment of shares in Kvalitetsbygg R AB and Kvalitetsgruppen R Fastigheter
Qben Infra has on 22 October 2025, through its wholly-owned subsidiary Qben Construction AB (“Qben Construction”), entered into an agreement regarding the divestment of all shares in Kvalitetsbygg R AB and Kvalitetsgruppen R Fastigheter AB, and their respective subsidiaries (collectively referred to as “Kvalitetsbygg”) to Kvalitetsprojekt 2.0 Holding AB (the “Buyer”) for a consideration of SEK 160 million (the “Divestment”).

The SEK 160 million consideration for Kvalitetsbygg shall, in accordance with the divestment agreement, be paid by way of a SEK 140 million vendor note falling due on 30 December 2027 (the “Vendor Note”), and in part by set-off of an existing liability towards RSG Stockholm AB and/or a cash payment to a total amount of SEK 20 million. The Vendor Note will be secured by a guarantee from Songa Capital AS, a company controlled by Arne Blystad, covering the payment by the Buyer under the Vendor Note, as well as pledges over the shares in Kvalitetsbygg R AB and Kvalitetsgruppen R Fastigheter AB.

At closing, all of Kvalitetsbygg’s external debt will be assumed or refinanced by the Buyer, while any net intra group debt will be waived. Furthermore, Qben Construction shall contribute SEK 9.6 million to Kvalitetsbygg. Any net intragroup debt accrued between the date of signing and the closing of the Divestment shall be deducted from the aforementioned obligation to contribute SEK 9.6 million.

The Buyer is owned by RSG Stockholm AB (controlled by Per Anderson, co-founder of Kvalitetsbygg as well as Board member of Qben Infra, Qben Construction and Kvalitetsbygg), HKL Invest AB (controlled by Martin Bernsten, Board member and CEO of Kvalitetsbygg R AB), and Daniel Hammarström, an employee in Kvalitetsbygg. RSG Stockholm AB and HKL Invest AB are both minority shareholders in the Buyer.

The Divestment is therefore conditional upon the Divestment being approved with requisite majority at an Extraordinary General Meeting in Qben Infra, in accordance with the provisions of Chapter 16 of the Swedish Companies Act. For a valid resolution, it is thus required that the resolution is supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Extraordinary General Meeting.

The Divestment is further conditional upon (i) that the Vendor Note, through a written procedure, is approved with requisite majority of the holders of Qben Infra’s SEK 500 million senior unsecured floating rate bonds, issued in December 2024 (the “Written Procedure”), (ii) that the Divestment is approved by Sparebanken 1 Sør-Norge as pledgee of the shares and holder of company mortgages in Kvalitetsbygg, and (iii) that necessary regulatory approvals are obtained in relation to RSG Stockholm AB’s and HKL Invest AB’s transfers of shares in Qben Infra to certain renowned Norwegian industrial investors (the “Share Transfers”). Subject to fulfilment of the abovementioned conditions, the closing and completion of the Divestment is expected to occur before the end of 2025. If the closing date has not occurred by 31 March 2026, the Divestment shall lapse without prior termination, and all performances made shall be reversed.

The Boards of Directors of Qben Infra and Qben Construction have concluded that it is in the best interests of the companies and the shareholders of Qben Infra to carry out the Divestment as proposed. In connection therewith, the Board of Directors has obtained a valuation opinion of the civil engineering, construction and renovation services carried out in Kvalitetsbygg R AB and Kvalitetsgruppen R Fastigheter AB, from Mangold Fondkommission AB, acting as an independent third-party advisor. The properties held by the subsidiaries are valued according to the latest existing external third-party valuations. The Board of Directors considers the terms for the Divestment to be at fair market value and that completion of the Divestment is in the interest of Qben Infra and its shareholders. Per Anderson has not participated in the handling or decision-making in Qben Infra’s or Qben Construction’s Board of Directors regarding the Divestment.

The Board of Directors of Qben Infra proposes that the Extraordinary General Meeting resolves to approve the Divestment.

For further information regarding the Divestment, the Written Procedure and the Share Transfers, please refer to the company’s press releases on 22 October 2025.

Other information

Number of shares and votes in the company
At the time of issuance of this notice, the total number of shares and votes in the Company amounts to 79,827,620. The Company holds no treasury shares.

Shareholders’ right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the Extraordinary General Meeting about circumstances that may affect the evaluation of an item on the agenda.

Available documents
The Board of Directors’ complete proposals are set out in this notice, which is available from the Company and on its website, www.qben.se.

The notice is also sent to the shareholders who so request and provide their postal address.

Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Stockholm in October 2025
Qben Infra AB
The Board of Directors

For further information, please contact:

Øivind Horpestad, board member, Qben Infra, tel: +47 910 00 626

Peter Folin, chairman, Qben Infra, tel: +46 704926409

FNCA Sweden AB is the company's certified adviser.