GOTHENBURG, Sweden, May 21, 2026 /PRNewswire/ -- The shareholders of Minesto AB (publ), reg. no. 556719-4914, ("Minesto" or the "Company") are hereby given notice to attend the Annual General Meeting on Tuesday 23 June 2026 at 9.00 a.m. at Hotel Riverton, Stora Badhusgatan 26 in Gothenburg. Registration for the general meeting begins at 8.30 a.m.

Exercise of voting rights at the general meeting

Shareholders who wish to participate at the Annual General Meeting must:

be entered in the share register kept by Euroclear Sweden AB as per Friday 12 June 2026, and, if the shares are nominee-registered, request that the nominee register the voting rights no later than Tuesday 16 June 2026, and
have notified their intention to participate at the Annual General Meeting to the Company in accordance with the instructions under the heading 'Registration for participation in person or by proxy', in such time that the notification is received by the Company no later than Tuesday 16 June 2026.

Registration for participation in person or participation by proxy

Shareholders wishing to attend the Annual General Meeting in person or by proxy shall notify the Company no later than Tuesday 16 June 2026 either:

by e-mail to ir@minesto.com, or
by post to Minesto AB, J A Wettergrens Gata 14, 421 30 Västra Frölunda, Sweden (mark the envelope '"Annual General Meeting 2026').

The notification must state the name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).

Anyone who does not wish to attend in person may exercise their right at the Annual General Meeting by proxy with a written, signed, and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of certificate of registration or equivalent document of authorisation for the legal entity must be attached.

To facilitate access to the Annual General Meeting powers of attorney, certificates of registration and other authorisation documents should be received by the Company at the address Minesto AB, J A Wettergrens Gata 14, 421 30 Västra Frölunda, Sweden (mark the envelope 'Annual General Meeting 2026') well in advance of the Annual General Meeting and preferably no later than Tuesday 16 June 2026.

Please note that the notification of participation at the Annual General Meeting shall take place even if a shareholder wishes to exercise its rights at the Annual General Meeting by proxy. Submission of power of attorney will not constitute a valid notification to the Annual General Meeting.

A proxy form will be available on the Company's website, www.minesto.com.

Nominee registered shares

To be entitled to participate at the Annual General Meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders' register maintained by Euroclear Sweden AB. The shareholder should provide notice to the nominee thereof in due time so that entry in the share register has taken place on Tuesday 16 June 2026.

Business

Proposed agenda:

Opening of the general meeting;
Election of chairperson of the general meeting;
Preparation and approval of the voting register;
Election of one or two persons to verify the minutes;
Determination of whether the general meeting has been duly convened;
Approval of the agenda;
Presentation by the CEO;
Presentation of the annual report and the auditor's report for the company and the group;
Resolutions regarding:
1. adoption of the income statement and balance sheet for the company and the group;
2. allocation of the company's results according to the adopted balance sheet;
3. discharge from liability for the directors and the CEO;
  1. Jonas Millqvist (chairperson of the Board of Directors);
  2. Andreas Gunnarsson (director);
  3. Göran Linder (director);
  4. Joel Lybert (director);
  5. Git Sturesjö Adolfsson (director);
  6. Martin Edlund (director, CEO);
Resolution regarding determination of the number of directors and deputy directors;
Resolution regarding determination of the fees payable to the directors and the auditors;
Election of the Board of Directors;
Proposal of the Nomination Committee:
1. Martin Edlund (director - re-election);
2. Andreas Gunnarsson (director - re-election);
3. Göran Linder (director - re-election);
4. Joel Lybert (director - re-election);
5. Jonas Millqvist (director - re-election);
6. Philippe Kavafyan (director - new election);
Election of chairperson of the Board of Directors;
Election of auditor;
Resolution regarding determination of principles for the Nomination Committee;
Resolution regarding guidelines for compensation to senior executives;
Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles;
Resolution regarding adjustment authorization;
Closing of the meeting.

Nomination Committee

The Nomination Committee has, ahead of the general meeting, consisted of Göran Linder (appointed by Corespring New Technology AB) and Jonas Millqvist (appointed director of the Board of Directors). The chairperson of the Nomination Committee has been Göran Linder.

The Nomination Committee's proposal for resolutions

2. Election of chairperson of the general meeting

The Nomination Committee proposes attorney Eric Ehrencrona or, in the event of an impediment, the person appointed by the Nomination Committee to be elected as the chairperson of the general meeting.

10. Resolution regarding determination of the number of directors and deputy directors

The Nomination Committee proposes that the number of directors for the period until the next Annual General Meeting is six and that no deputy directors shall be appointed.

11. Resolution regarding determination of the fees payable to the directors and the auditors

The Nomination Committee proposes that the fee per director elected shall be distributed as follows (the same levels as last year): annual fee of four price base amounts to the chairperson of the Board of Directors and annual fee of two price base amounts to directors not employed by the Company. The price-base amount per 2026 shall be applied upon resolution under this item.

If the general meeting resolves according to the Nomination Committee's proposal as regards the composition of the Board of Directors, the total fee will amount to twelve price base amounts (ten price base amounts last year).

It is proposed that no fee shall be paid to the Board of Directors' remuneration committee and audit committee respectively since these are made up of members of the board of directors.

It is proposed that fees be paid to the auditor according to invoice approved by the Company.

12. Election of the Board of Directors

The Nomination Committee proposes re-election of the directors Martin Edlund, Andreas Gunnarsson, Göran Linder, Joel Lybert, and Jonas Millqvist and new election of the director Philippe Kavafyan.

Philippe Kavafyan (born 1967) holds an engineering degree from École Polytechnique, France, and a master's degree from École Nationale Supérieure des Mines, France. He has more than 30 years of international experience in the energy sector, including over 20 years in wind power. Philippe has held senior positions at, among others, General Electric, Areva, and Aker Offshore Wind, and served as Chief Executive Officer of MHI Vestas Offshore Wind. He is Managing Director of Kami Wind Consult and holds a strategic advisor position at Boston Energy Ltd. Philippe has previously served as a board member of RenewableUK and as Chair of WindEurope.

The proposed composition of the Company's Board of Directors fulfils the rules of the Corporate Governance Code regarding independence. All directors other than Martin Edlund are independent in relation to the Company and its management. Jonas Millqvist, Martin Edlund, Philippe Kavafyan and Joel Lybert are independent in relation to the Company's major shareholders.

13. Election of chairperson of the Board of Directors

The Nomination Committee proposes the re-election of Jonas Millqvist as chairperson of the Board of Directors.

14. Election of auditor

The auditing firm Grant Thornton Sweden AB ("Grant Thornton") is proposed to be re-elected as auditor for the period until the end of the next Annual General Meeting. Grant Thornton has announced that if Grant Thornton is appointed as auditor, Victor Cukierman will continue as principal auditor.

15. Resolution regarding determination of principles for the Nomination Committee

It is proposed that the Company shall continue to have a Nomination Committee consisting of three persons in accordance with last year's principles according to the following.

Each of the Company's two largest shareholders in terms of voting power as of 30 September 2026 shall each have the right to appoint a member of the Nomination Committee. In addition, the Nomination Committee shall consist of a director appointed by the Board of Directors who shall also convene the first meeting. The Nomination Committee appoints the chairperson from among its members.

The Nomination Committee shall submit proposals to the 2027 Annual General Meeting for: a) election of chairperson of the Annual General Meeting, b) resolution regarding number of board members, c) resolution regarding compensation to the chairperson of the Board of Directors and each of the other directors, d) election of board members, e) election of chairperson of the Board of Directors, f) resolution regarding remuneration to auditor, g) election of auditor, h) resolution regarding principles for appointing the Nomination Committee and i) resolution regarding principles for the Nomination Committee.

If any of the two members of the Nomination Committee appointed by the two largest shareholders by voting power resigns from the assignment prematurely, the shareholder who appointed the resigning member shall have the right to appoint a new member. In case any of the two largest shareholders by voting power sells all, but not only a portion of, its shares in the Company prior to the Nomination Committee having completed its work, instead of such shareholder the third largest shareholder shall have the right to appoint a new member etc.

Fees shall not be paid to members of the Nomination Committee. Upon request of the Nomination Committee, the Company shall, however, provide personnel resources to facilitate the work of the Nomination Committee, such as, for example, a secretary. If necessary, the Company shall also pay for other reasonable costs necessary for the work of the Nomination Committee.

Proposed resolutions by the Board of Directors

9.(b) Resolution on allocation of the company's results according to the adopted balance sheet

The Board of Directors proposes that the Annual General Meeting resolves that the Company's results be allocated according to the Board of Directors' proposal in the annual report. The Board of Directors accordingly proposes that no dividend be paid for the financial year 2025.

16. Resolution regarding guidelines for compensation to senior executives

The Board of Directors proposes the following guidelines for compensation to senior executives, which correspond to the guidelines that were adopted by the Annual General Meeting 2025.

Compensation to senior management

Senior executives in the Company refer to the CEO and other members of the management group. The remuneration committee, which consists of the Board of Directors excluding the CEO, prepares the issue of adoption of guidelines for compensation and other terms of employment for senior executives, and proposes them to the board of directors.

The Board of Directors proposes the following guidelines for the determination of salaries and other compensation to senior management. For the purpose of ensuring that the Company is able to recruit and retain qualified senior executives, the fundamental principle is that the senior executives must be offered employment terms and compensation on market terms.

Salaries and other benefits: Compensation to the senior executives shall be comprised of a fixed salary and pension. The fixed salaries are normally reviewed on a calendar year basis. In addition to fixed salary, a variable salary may be implemented under the pre-requisite that the variable part never exceeds 25 percent of the yearly salary. In addition, senior management shall be entitled to customary non-monetary benefits such as, company cars and occupational healthcare. Other benefits may also be offered on an individual basis.

Pension: Senior executives shall be offered pension terms that include a defined plan for provisions with premiums based on the entire basic salary. The pension provisions are individual and shall be in relation to the basic salary.

Notice of termination period and severance pay: The notice period shall be a maximum of six months, if the Company gives the notice and a maximum of six months if the notice is given on the initiative of the senior executive. In the event of termination by the Company, severance pay may, in addition be paid in an amount corresponding to a maximum of six-monthly salaries.

Incentive program: Resolution regarding share and share price-related incentive programs directed to senior executives shall be made by the Annual General Meeting.

Remuneration Committee: The remuneration committee, i.e., the board excluding the CEO, shall prepare issues regarding compensation principles, compensation, and other terms of employment for senior executives. The more detailed principles for salary setting, pensions and other benefits shall be found in the salary policy established by the Remuneration Committee regarding senior executives.

Deviations in individual cases: The Board of Directors shall be entitled to deviate from these guidelines where there is special cause for such an individual case.

Compensation to Board of Directors

Compensation to the Board of Directors is determined by the Annual General Meeting based on proposals from the Nomination Committee. However, the Board of Directors is entitled, in specific cases, to commission an individual director to perform consultancy services on behalf of the Company within their respective areas of competence. Directors elected by the Annual General Meeting shall, in these specific cases, be eligible to receive fees for services, which do not constitute board work. With respect to the services, a fee on market terms will be payable, which must be approved by the Board of Directors. This shall also be applicable if the work is carried out through a company wholly or partially owned by a director.

17. Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve, on one or several occasions, on issue of shares and/or warrants and/or convertibles during the time until the next Annual General Meeting for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders.

The number of shares that may be issued and the number of shares that may be subscribed for with the support of option rights to subscribe for new shares and the number of shares to which convertibles shall entitle subscription shall amount to a maximum of 29,000,000 new shares, corresponding to a dilution of approximately ten percent.

The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to enable issues to be made for the financing of the Company's operations, commercialisation and development of the Company's products and markets and/or acquisitions of businesses, companies or parts of companies, and/or to enable a broadening of the shareholder base in the Company.

If the Board of Directors consider it appropriate to enable delivery of shares in connection with an issue as described above, the issue can be made at a subscription price corresponding to the share's quota value.

The approval by the Annual General Meeting of this proposal in accordance with the above is valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the votes represented at the meeting.

18. Resolution regarding adjustment authorization

The Board of Directors, the CEO or any other person appointed by the Board of Directors shall be authorised to make such minor adjustments to the resolutions adopted by the General Meeting as may prove necessary for their registration.

Number of shares and votes

As of the date of the notice, the total number of shares and votes in the Company amounts to 260,111,612.

Other

The notice, accounting documents, auditor's report and other documents to be considered at the meeting as well as form of power of attorney will be available at the Company's offices at J A Wettergrens Gata 14 in Västra Frölunda, Sweden, and on the Company's website, www.minesto.com, no later than three weeks prior to the meeting. The documents will also be sent free of charge to shareholders who so request and who provide their e-mail or postal address. The share register will be available at the Company's office at the above address.

Shareholders are reminded of their right to request information from the Board of Directors and the CEO at the Annual General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Processing of personal data

Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and attendance at the meeting and information about proxies, representatives and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For full information on how personal data is processed, please refer to the privacy policy available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.

Gothenburg in May 2026
Minesto AB
The Board of Directors

Contact
Cecilia Sernhage, Chief Communications Officer
+46 735 23 71 58
ir@minesto.com

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/minesto-ab/r/notice-to-attend-the-annual-general-meeting-in-minesto-ab,c4351246

The following files are available for download:


 
 https://mb.cision.com/Main/14621/4351246/4105168.pdf Notice to attend the Annual General Meeting
                                                          2026_Minesto

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