The shareholders of Pamica Group AB (publ), company registration no. 559374–3643 (the “Company” or “Pamica”), are hereby invited to attend the Extraordinary General Meeting to be held on Thursday, 18 December 2025 at 10.00 a.m. at the Company’s premises at Kronobränneriet, 302 42 Halmstad. The Board of Directors has decided that shareholders may exercise their voting rights at the General Meeting by voting in advance (postal voting).
Right to participate and notification of attendance
Shareholders who wish to participate in the General Meeting must be registered in the share register maintained by Euroclear Sweden AB as of 10 December 2025 and who have notified the Company of their intention to attend so that the notification is received by the Company no later than 12 December 2025 are entitled to participate in the General Meeting.
Notice of attendance may be given:
· by e-mail to janolof.svensson@pamica.se, or
· by post to Pamica Group AB, Kronobränneriet, 302 42 Halmstad.
The notification shall include the shareholder’s full name, personal identification number or company registration number, shareholding, address, telephone number (daytime) and, where applicable, the number of assistants (maximum two) and the name and personal identification number of any proxy or representative. A registration form is available on the Company's website, www.pamica.se. The registration form may be ordered by post using the address stated above for notification of attendance.
Participation through postal voting
The Board of Directors has decided that shareholders may exercise their voting rights at the General Meeting by postal voting in accordance with the provisions of the Company's articles of association.
A special form must be used for postal voting. The form is available on the Company's website, www.pamica.se, and will be sent to shareholders who contact the Company via e-mail to janolof.svensson@pamica.se or by post to Pamica Group AB, Kronobränneriet, 302 42 Halmstad. A shareholder who exercises their voting rights by postal voting does not need to register separately for the meeting, as the postal voting form also serves as notification of attendance.
The completed postal voting form must be received by the Company no later than 12 December 2025, by post or e-mail as stated above. The shareholder may not include specific instructions or conditions in the postal vote; should this occur, the vote will be invalid. Further instructions for postal voting can be found on the postal voting form.
Nominee-registered shares
To be entitled to participate in the General Meeting, shareholders who have had their shares registered with a nominee must temporarily re-register the shares in their own name. Shareholders who wish to make such re-registration, so-called voting rights registration, must notify their nominee well in advance of 12 December 2025. The re-registration must be effected with Euroclear Sweden AB no later than 12 December 2025.
Proxies etc.
If shareholders are to be represented by a proxy, the proxy must present a written and dated power of attorney signed by the shareholder at the meeting. If a shareholder votes by post via proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Power of attorney forms are available on the Company's website, www.pamica.se, and will be sent by post to shareholders who contact the Company and provide their address. The power of attorney may not be older than one year, unless a longer validity period (not exceeding five years) is specified. If the power of attorney is issued by a legal entity, the proxy must also present, or attach to the postal voting form, a current registration certificate or equivalent authorization document. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notice of attendance.
About the meeting
Proposed agenda
1. Election of Chairman of the meeting.
2. Preparation 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. Approval of the Transactions
7. Resolution on a new issue of shares
8. Closing of the meeting.
Proposed decision
Item 1: The Board of Directors proposes to elect Jan-Olof Svensson as Chairman of the Meeting, or, if he is prevented, the person designated by the Board of Directors.
Item 6: Pamica has entered into share purchase agreements regarding the acquisition of all shares in (i) ABC Holding AB, reg. no. 559534-1230, (ii) HTSM Eskilstuna Holding AB, reg. no. 559519-4472, and (iii) Pamica 5 Invest 3 AB, reg. no. 559540-9789 (the “Target Companies” and collectively the “Transactions”). The purchase price in the Transactions shall, subject to the fulfilment of the closing conditions, be paid through a non-cash issue as described in item 7 of the Board of Directors' proposal.
The Transactions are, in addition to customary closing conditions, conditional upon the General Meeting of Pamica approving the Transactions. The Board of Directors proposes that the General Meeting resolves to approve the completion of the Transactions.
This resolution is conditional upon the General Meeting resolving in accordance with the Board of Directors' proposal in item 7.
Item 7: As set out in item 6, the Company has entered into an agreement for the acquisition of all shares in the Target Companies. The purchase price shall be paid by the shareholders of the Target Companies subscribing for and being allotted new shares in the Company. Accordingly, the Board of Directors proposes that the General Meeting resolves on a directed new issue of a maximum of 3 774 515 shares with the right to subscribe for newly issued shares in the Company and in accordance with the following conditions:
1. The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, only be granted to the subscribers listed in the table below. The reasons for the deviation from the shareholders' preferential rights are an agreement between the shareholders and to fulfill the terms and conditions of the Transactions.
| Subscribers | Contribution in kind | Number of shares in Pamica Group AB |
| Pamica 5 AB | 25 000 aktier i ABC Holding AB, reg. no. 559534-1230 | 2 573 613 |
| 25 000 aktier i HTSM Eskilstuna Holding AB, reg. no. 559519-4472 | ||
| 25 000 aktier i Pamica 5 Invest 3 AB, reg. no. 559540-9789 | ||
| KGR i Forsa AB | 12 450 aktier i ABC Holding AB, reg. no. 559534-1230 | 184 854 |
| MTR Blue AB | 12 450 aktier i ABC Holding AB, reg. no. 559534-1230 | 184 854 |
| N.E. SÄK OCH BYGG AB | 2 743 aktier i HTSM Eskilstuna Holding AB, reg. no. 559519-4472 | 224 088 |
| Q-Nowa Mälardalen AB | 2 743 aktier i HTSM Eskilstuna Holding AB, reg. no. 559519-4472 | 224 088 |
| S. Karlsson Entreprenad AB | 2 743 aktier i HTSM Eskilstuna Holding AB, reg. no. 559519-4472 | 224 088 |
| KT Electronics AB | 7 470 aktier i Pamica 5 Invest 3 AB, reg. no. 559540-9789 | 47 679 |
| Lenz Electronics AB | 17 430 aktier i Pamica 5 Invest 3 AB, reg. no. 559540-9789 | 111 251 |
| Totalt | 3 774 515 |
2. For the subscribed shares, upon full subscription, SEK 158 745 000 shall be paid. Payment shall be made by way of contribution in kind as set out above.
3. The share premium shall be transferred to the non-restricted share premium reserve.
4. Subscription for the new shares shall be made within three weeks from the date of the resolution to issue shares. Payment for the subscribed shares shall be made within four weeks after subscription.
5. The Board of Directors is entitled to extend the subscription period and the time for payment.
6. The new shares shall entitle the holder to dividends from the date on which the shares have been entered into the share register.
7. The new shares are subject to the following restrictions: record day provision.
8. The Board of Directors, or a person appointed by the Board, is authorised to make minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office.
Other information
Number of shares and votes
At the time of issuing this notice, the total number of shares in the Company amounts to 104 547 315.
Majority requirements
For a resolution on item 7 to be valid, it must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the General Meeting, in accordance with Chapter 16 of the Swedish Companies Act (2005:551).
Meeting documents
The annual report and the auditor's report for the financial year 2024 and the Board of Directors' complete proposals together with related documents will be available on the Company's website, www.pamica.se, no later than three weeks before the meeting.
All of the documents above will be sent free of charge to the shareholders who request them from the Company and state their address and will be available on the website.
Right of question
Shareholders are reminded of their right under Chapter 7, Section 32 of the Swedish Companies Act (2005:551) to request information from the Board of Directors and the CEO at the General Meeting regarding circumstances that may affect the assessment of an agenda item or the Company's and the Group's financial situation.
Processing of personal data
For information on how your personal data is processed, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
___________________________
Halmstad in November 2025
The Board of Directors of Pamica Group AB (publ)
N.B. The English text is an unofficial translation.