Notice of Annual General Meeting in Acenta Group AB
The shareholders of Acenta Group AB, reg. no. 556884-9920, are hereby invited to attend the Annual General Meeting on Thursday, June 11, 2026, at 2:00 p.m. at Mangold Fondkommission's premises, Nybrogatan 55, Stockholm.
Right to participate and registration
Shareholders wishing to participate in the general meeting must:
- be registered as shareholders in the share register maintained by Euroclear Sweden AB on Wednesday, June 3, 2026; and
- notify the company of their intention to participate no later than Friday, June 5, 2026, in writing to Acenta Group AB, c/o Laye, Banérgatan 42, 115 26 Stockholm (mark the envelope "Annual General Meeting 2026") or by e-mail to [email protected]. The notification shall state full name, personal identity number or company registration number, shareholding, address, daytime telephone number and, where applicable, information regarding representatives or assistants (maximum two). Where applicable, the notification should be accompanied by powers of attorney, registration certificates and other authorization documents.
Nominee-registered shares
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the general meeting, contact their bank or nominee to temporarily register the shares in their own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date June 3, 2026. Voting rights registrations requested by shareholders in such time that the registration has been completed by the nominee no later than the second banking day after June 3, 2026, will be taken into account in the preparation of the share register.
Proxies and proxy forms
Persons who are not personally present at the meeting may exercise their rights at the meeting by proxy with a written, signed and dated power of attorney. A proxy form is available on the company's website, www.acenta.group. The proxy form may also be obtained from the company and will be sent to shareholders who request it and provide their address. If the proxy is issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity shall be attached. The power of attorney may not be older than one year unless a longer validity period is stated in the power of attorney, however no longer than five years. To facilitate entry to the meeting, powers of attorney, registration certificates and other authorization documents should be received by the company well in advance of the meeting.
Number of shares and votes
The number of outstanding shares and votes in the company at the time of this notice amounts to 8,019,338. The company holds no own shares.
Proposed agenda
- Opening of the meeting and election of chairperson of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation by the CEO.
- Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report for the group.
- Resolutions regarding:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
b) disposition of the company's results in accordance with the adopted balance sheet; and
c) discharge from liability for the members of the Board of Directors and the CEO. - Determination of fees to the Board of Directors and the auditor.
- Election of Board members and auditor.
- Resolution regarding adoption of guidelines for the nomination committee.
- Resolution regarding amendment of the articles of association.
- Resolution regarding authorization for the Board of Directors to resolve on issuances.
- Closing of the meeting.
Proposed resolutions
Opening of the meeting and election of chairperson of the meeting (item 1)
The nomination committee has proposed that Håkan Johansson, or the person appointed by the Board of Directors in the event of his absence, be elected chairperson of the meeting.
Disposition of earnings (item 8b)
The Board of Directors proposes that the Annual General Meeting dispose of the company's results in accordance with the Board's proposal in the annual report. Furthermore, the Board proposes that no dividend be paid for the financial year 2024-10-01 - 2025-12-31.
Determination of fees to the Board of Directors and the auditor (item 9)
The nomination committee has proposed that Board remuneration shall amount to a total of SEK 400,000, allocated as SEK 200,000 to the Chair of the Board and SEK 100,000 each to the other Board members. Work beyond ordinary Board duties may be invoiced on market terms. Furthermore, shareholders have proposed that remuneration to the auditor shall be paid in accordance with approved invoices and customary billing standards.
Election of Board members and auditor (item 10)
The nomination committee has proposed that the Board of Directors shall consist of three ordinary Board members. Furthermore, shareholders have proposed that one auditor without deputy auditor shall be appointed.
Re-election is proposed of Board members Håkan Johansson, Håkan Tollefsen and Magnus Waller. Håkan Johansson is proposed to be re-elected Chair of the Board.
The nomination committee further proposes re-election of Öhrlings PricewaterhouseCoopers AB as the company's auditor for the period until the end of the next Annual General Meeting. The audit firm has informed that Johan Engstam intends to remain auditor in charge.
Resolution regarding adoption of guidelines for the nomination committee (item 11)
The nomination committee has proposed that the nomination committee's work ahead of the Annual General Meeting 2027 shall be conducted in accordance with the following principles:
The Chair of the Board shall, based on the ownership structure of the company as of September 30, 2026, convene a nomination committee consisting of one representative from each of the three largest shareholders in the company together with the Chair of the Board.
If any of the three largest shareholders declines its right to appoint a member to the nomination committee, the right shall pass to the shareholder who, after these three shareholders, holds the largest shareholding in the company.
If any shareholder that has appointed a member to the nomination committee disposes of a non-negligible part of its shareholding during the nomination committee's term of office or otherwise ceases to be a major shareholder entitled to appoint a member to the nomination committee, the member appointed by such shareholder shall resign from the nomination committee. Such member shall, if the nomination committee deems appropriate, be replaced by a member appointed by the shareholder who has instead become one of the three largest shareholders in the company.
If a member no longer represents the shareholder that appointed him or her, or otherwise leaves the nomination committee before its work is completed, the shareholder shall be given the opportunity to appoint a new member to the nomination committee.
The nomination committee shall perform the duties assigned to the nomination committee under the Swedish Corporate Governance Code.
No remuneration is proposed to be paid to the members of the nomination committee. However, reimbursement for incurred expenses shall be paid.
Resolution regarding amendment of the articles of association (item 12)
The Board of Directors proposes that the general meeting resolves to amend the articles of association as follows.
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Current wording |
Proposed wording |
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§ 4 Share capital and number of shares The share capital shall amount to not less than SEK 2,200,000 and not more than SEK 8,800,000. The number of shares shall be not less than 3,800,000 and not more than 15,200,000.
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§ 4 Share capital and number of shares The share capital shall amount to not less than SEK 5,000,000 and not more than SEK 20,000,000. The number of shares shall be not less than 8,000,000 and not more than 32,000,000.
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The CEO, or the person appointed by the Board of Directors, shall be authorized to make such minor adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office.
Resolution regarding authorization for the Board of Directors to resolve on issuances (item 13)
The Board of Directors proposes that the general meeting authorizes the Board, on one or several occasions during the period until the next Annual General Meeting, to resolve on new issues of shares and/or warrants and/or convertible instruments against cash payment and/or with provisions regarding contribution in kind or set-off or otherwise with conditions, and to thereby be able to deviate from the shareholders' preferential rights.
The issuances shall be made at a market-based subscription price determined by the Board in consultation with any financial advisors to the company, taking into account any market-based issue discount where applicable.
The number of shares that may be issued, the number of shares that may be subscribed for by virtue of warrants for subscription of new shares, and the number of shares to which convertibles may entitle conversion shall in total amount to such number that, at the time of the issue resolution, falls within the limits of the articles of association regarding number of shares and share capital.
The purpose of the authorization and the reason for any deviation from the shareholders' preferential rights is that issuances shall be possible for financing the company's operations, reducing indebtedness, commercialization and development of the company's products and markets and/or acquisitions of operations, companies or parts of companies, and/or to enable a broadening of the ownership base of the company.
Majority requirements
For a valid resolution under items 12 and 13 above, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
Documents and information at the meeting
Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act. All documents pursuant to the Swedish Companies Act (2005:551) will be available at the company's offices in Stockholm and on the company's website www.acenta.group no later than three weeks prior to the meeting and will be sent to shareholders who request them and provide their postal address.
Processing of personal data
For information regarding the processing of your personal data, please refer to the privacy policy available on Euroclear's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Acenta Group AB has its registered office in Stockholm Municipality.
Stockholm, May 2026
Acenta Group AB (publ)
The Board of Directors
For further information, please contact:
Håkan Tollefsen, CEO
E-mail: [email protected]
Phone: +47 99050011
About Acenta Group AB - www.acenta.group
Acenta Group is building the global sport-tech platform for padel, connecting businesses, players, clubs and fans through world-class courts, premium products, tournaments and digital community engagement. We are more than a padel company, we are a growing international ecosystem designed to make the sport more accessible, more connected and more engaging everywhere.
Acenta Group is listed on Nasdaq First North Growth Market under the ticker PADEL. Certified Adviser for Acenta Group is Mangold Fondkommission AB.
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Om Acenta Group
Acenta är en internationell helhetsleverantör inom den globala padelindustrin, med ett brett utbud av tjänster och produkter som bland annat innefattar tjänster avseende byggnation, service och utrustning.
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