Notice of extraordinary general meeting in Instalco AB (publ)

Instalco AB (publ), 559015-8944, holds an extraordinary general meeting on Thursday 13 January 2022 at 16:00 CET at Gernandt & Danielsson Advokatbyrå, Hamngatan 2, SE-111 47 Stockholm. The entrance to the meeting will open at 15:30 CET.

The board of directors has decided, pursuant to Chapter 7, section 4 a of the Swedish Companies Act and the company’s articles of association, that shareholders shall have the right to exercise their voting rights by postal voting prior to the general meeting. Consequently, shareholders may choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting. In order to prevent the spread of COVID-19, the board of directors would prefer that as many shareholders as possible choose to exercise their voting rights by postal voting.

VOTE AT THE GENERAL MEETING

Those who wish to exercise their voting rights at the general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday 4 January 2022 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in their own name for voting purposes in such time that the registration is completed by Friday 7 January 2022; and
• give notice of attendance to the company in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” or submit a postal vote in accordance with the instructions set out in the section “Voting by post” no later than Friday 7 January 2022.

Notice of attendance for participating in person or through a proxy

Those who wish to participate in the general meeting in person or through a proxy shall give notice of attendance to the company no later than 7 January 2022 either:

• electronically on the company’s website, www.instalco.se;
• by e-mail to info@computershare.se;
• by mail to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Instalco’s EGM); or
• by telephone +46 (0)771-24 64 00 on weekdays between 09:00 and 16:00 CET.

The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).

Those who do not wish to attend the general meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the general meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Instalco’s EGM”) no later than 7 January 2022.

Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the meeting through a proxy. A submitted proxy form does not count as a notice of attendance.

Template proxy forms in Swedish and English are available on the company’s website, www.instalco.se.

Voting by post

Shareholders who wish to exercise their voting rights by postal voting shall use the voting form and follow the instructions available on the company’s website, www.instalco.se. The postal vote must be received by the company no later than Friday 7 January 2022. The postal voting form shall be sent either:

• by e-mail to info@computershare.se;
• electronically in accordance with the instructions set out on www.instalco.se; or
• by mail to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Instalco’s EGM”).

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the general meeting in person or through a proxy must give notice thereof to the general meeting’s secretariat prior to the opening of the general meeting.

PROPOSED AGENDA

1. Election of chairman of the meeting

2. Preparation and approval of the voting register

3. Approval of the agenda

4. Election of one or two persons to attest the minutes

5. Determination of whether the meeting has been duly convened

6. Resolution on share split and amendment of the articles of association

7. Closing of the meeting

PROPOSED RESOLUTIONS

Item 1: Election of chairman of the meeting

The nomination committee proposes that the chairman of the board of directors Per Sjöstrand is elected as chairman of the meeting or, in the event of his absence, the person appointed by the board of directors.

Item 6: Resolution on share split and amendment of the articles of association

In order to achieve an appropriate number of shares in the company, the board of directors proposes that the general meeting, in one joint resolution, resolves to:

• increase the number of shares in the company by dividing each share into five shares (a so called share split, 5:1);
• authorise the board of directors to determine the record date for the share split; and
• amend § 5 of the company’s articles of association stipulating the minimum and maximum number of shares in such a way that the number of shares in the company shall amount to not less than 200,000,000 shares and not more than 800,000,000 shares.

SPECIAL MAJORITY RULES

A resolution in accordance with item 6 on the proposed agenda is only valid where supported by shareholders holding not less than two thirds of the votes cast as well as the shares represented at the general meeting.

NUMBER OF SHARES AND VOTES

As of the date of this notice, the total number of shares and votes in the company amounts to 52,042,826. The company holds 62,109 own shares as of the date of this notice.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The board of directors and the managing director shall, if a shareholder so request and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.

AVAILABLE DOCUMENTS

Documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act will be made available at the company at Lilla Bantorget 11, SE-111 23 Stockholm, and on the company’s website, www.instalco.se, no later than three weeks prior to the general meeting.

A share register reflecting the shareholdings in the company as of 4 January 2022 and voting registrations of shares registered in the name of a nominee made not later than on 7 January 2022 will be available at the company at Lilla Bantorget 11, SE-111 23 Stockholm prior to the general meeting and be available at the general meeting.

PROCESSING OF PERSONAL DATA

For information on how personal data is processed in connection with the general meeting, see the privacy notice on Euroclear Sweden's and Computershare AB’s respective website, https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_20181023.pdf and https://www.computershare.com/se/gm-gdpr#English.

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Stockholm in December 2021
Instalco AB (publ)
The Board of Directors