Notice of Annual General Meeting of Projektengagemang Sweden AB (publ)

The shareholders of Projektengagemang Sweden AB (publ), reg. no. 556330–2602, (”Projektengagemang” or ”Company”), are hereby given notice of the Annual General Meeting (“AGM”) on Thursday, 8 May 2025 at 16.00 pm in Helio GT30 Grev Ture (facility Turbine), Grev Turegatan 30 in Stockholm. Registration to the AGM will open at 15.30 pm.

 The Board of Directors has decided that shareholders are entitled to also exercise their voting rights by post prior to the meeting, according to the description below.

Participation at the meeting

Shareholders who wish to attend the meeting must:

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 29 April 2025, and
• give notice of attendance, including number of assistants (if any), to the Company in accordance with the instructions under “Notification of attendance in the meeting room” or cast a postal vote in accordance with the instructions under “Notification of participation by postal voting” no later than Friday, 2 May 2025.

To be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register on the record date on Tuesday, 29 April 2025 (so-called voting rights registration). Such registration may be temporary 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 that have been made by the nominee no later than Friday, 2 May 2025 will be taken into account in the shareholder register.

Notification of attendance in the meeting room

Shareholders who wish to attend the annual general meeting in the meeting room must notify the Company of this no later than Friday, 2 May 2025. Notification can be made in writing to Projektengagemang Sweden AB, Att: AGM, Box 22078, SE-104 22 Stockholm, Sweden, or by e-mail to [email protected], or by phone +46 (0)70-148 99 40. When giving notice of attendance, please state name/company name, personal identity number/corporate identity number, address and telephone number.

Shareholders participating by proxy shall issue a written and dated power of attorney for the proxy. The power of attorney should, together with certificate of registration or equivalent authorization document (if applicable), be sent to the Company at the above postal address well in advance of the meeting. A proxy form is available on www.ir.pe.se. If participation takes place through a legal representative of a legal entity, a registration certificate or equivalent authorization document should, correspondingly, be submitted well in advance of the meeting.

Notification of participation by postal voting

A special form must be used for the postal vote. The form is available on www.ir.pe.se. The form for postal voting is valid as notification to the meeting.

Completed and signed form for postal voting can be sent by mail to Projektengagemang Sweden AB,
Att: AGM, Box 22078, SE-104 22 Stockholm, Sweden, or by e-mail to [email protected]. Completed and signed form must be received by the Company no later than Friday, 2 May 2025. Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

If the shareholder votes by proxy, a written and dated power of attorney, signed by the shareholder, must be attached to the postal voting form, as well as other authorization documents. Proxy form is available on www.ir.pe.se.  If participation takes place through a legal representative of a legal entity, a registration certificate or equivalent authorization document should, correspondingly, be submitted well in advance of the meeting.

Shareholders who wish to attend in the meeting room in person or by proxy must notify the company in accordance with the instructions under “Notification of attendance in the meeting room”. A notification by casting a postal vote is therefore not sufficient for those who wish to attend the meeting room.

For information about the Company’s processing of personal data and your rights, please see www.ir.pe.se/en/corporate-governance/agm/.

Proposed agenda

1. Opening of the meeting.
2. Election of a Chairman of the meeting.
3. Election of two persons to verify the minutes.
4. Preparation and approval of voting register.
5. Approval of the agenda.
6. Determination of whether the meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of the annual report and auditor’s report, the consolidated financial statements and the auditor’s report on the consolidated financial statements, and the auditor’s statement on whether the guidelines for remuneration of senior executives have been followed.
9. Resolution on adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.
10. Resolution concerning disposition of the Company’s result in accordance with the adopted balance sheet.
11. Resolution on discharge of the directors and CEO from liability.
12. Resolution on the number of directors to be elected by the meeting and the numbers of auditors and deputy auditors.
13. Determination of fees to the Board and the auditor.
14. Election of the directors and Chairman of the Board.
15. Election of auditor.
16. Presentation and approval of the Board’s remuneration report.

17. Resolution on authorization for the Board of Directors to decide on new issues of shares of Class B.
18. Closing of the meeting.

Proposals

Item 2 – Election of a Chairman of the meeting

The Nomination Committee of Projektengagemang ahead of the 2025 AGM consists of Per Göransson, the Chairman of the Nomination Committee, (Projektengagemang Holding AB, Heroine Holding AB and the shareholder Peter Sandberg), Dag Marius Nereng, (Protector Forsikring ASA), Erik Behm, (LK Finans AB), and Per-Arne Gustavsson, (Chairman of the Board).

The Nomination Committee proposes Chairman of the Board Per-Arne Gustavsson as Chairman of the meeting, or in his absence, any person appointed by the Nomination Committee.

Item 3 – Election of two persons to verify the minutes

Two persons representing shareholders will be proposed to verify the minutes together with the Chairman at the AGM.

Item 4 – Preparation and approval of voting register

The voting register proposed to be approved is the voting register prepared by Ramberg Advokater, based on the general meeting shareholder register, received notices of attendances and shareholders presented at the AGM, and received postal votes.

Item 10 – Disposition of the result

The Board of directors proposes that no dividend shall be paid for the fiscal year 2024.

Item 12 – Resolution on the number of directors and auditors and deputy auditors

The Nomination Committee proposes that:

• the Board of Directors shall have six directors (seven), and
• the Company shall have a chartered accounting firm as its auditor and no deputy auditor (unchanged).

Item 13 – Determination of fees to the Board of Directors and the auditor

The Nomination Committee proposes that the following fees be paid to the Board of Directors and auditor:

• SEK 400,000 to the Chairman of the Board (384,000) and SEK 200,000 to each of the other directors elected by a general meeting (192,000),
• in addition to directors’ fees, SEK 92,000 to the Chairman of the Audit Committee (88,000) and SEK 46,000 to each of the other members of the Audit Committee (44,500) and SEK 46,000 to the Chairman of the Remuneration Committee (44,500) and SEK 23,000 to each of the other members in the Remuneration Committee (22,250), and
• that the auditor’s fees shall be paid in accordance with approved invoice.

Item 14 – Election of directors and Chairman of the Board

The Nomination Committee proposes:

• re-election of Lars Erik Blom, Per-Arne Gustavsson, Per Göransson, Carina Malmgren Heander, Jon Risfelt and Peter Sandberg as directors, and
• re-election of Per-Arne Gustavsson as the Chairman of the Board.

Christina Ragsten has declined re-election.

Information on the persons proposed by the Nomination Committee as directors is available on the Company’s website, www.ir.pe.se.

Item 15 – Election of auditor

The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, re-election of Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the 2026 AGM. Öhrlings PricewaterhouseCoopers has notified the Company that Camilla Samuelsson will be appointed as chief auditor if the AGM resolves in favour of the proposal.

Item 16 – Approval of the Board’s remuneration report

The Board of Directors proposes that the meeting approves the report prepared by the Board of Directors of remunerations.

Item 17 – Authorization of the Board of Directors to decide on new issues of Class B shares

The Board of Directors proposes that the AGM resolve in favour of authorizing the Board of Directors to, with or without deviation from the shareholders’ preferential right to, on one or more occasions during the time until the next AGM, decide on new issues of Class B shares in the Company. The authorization includes shares of Class B corresponding to a maximum of ten (10) percent of the total number of issued Class B shares in the Company. The newly issued shares shall be eligible for subscription in cash, in kind, with right of set-off or under conditions referred to in chapter 2 section 5 of the Swedish Companies Act.

The reason for deviation from the pre-emption right is that the Company shall be able to issue shares as liquidity in connection with agreements on company acquisitions, or to acquire capital for such acquisitions. The issue price shall be determined in accordance with prevailing market conditions.

The Board of Directors, the CEO or anyone appointed by them shall have the right to make minor adjustments to the above-mentioned decisions which may prove necessary in connection with registration with the Swedish Companies Registration Office.

Resolution under this item is valid only if supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.

Documents

The Board of Directors’ and Nomination Committee’s proposals and other documents that are to be kept on hand pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code are kept available at the Company, at Hantverkargatan 25 A, Stockholm, and on www.ir.pe.se, no later than three weeks before the AGM. The documents will be sent to shareholders who so request and provide their e-mail or postal address. Such request may be done by e-mail to [email protected].

Shares and votes

The total number of shares in the Company on the day this notice was issued was 24,555,677, of which 5,223,624 shares of Class A with 10 votes each, and 19,332,053 shares of Class B with one vote each, corresponding to a total of 71,568,293 votes. As of this day, the Company holds 499,174 own B-shares, in total corresponding to 499,174 votes, which cannot be represented at the AGM.

Shareholders’ right to request information

The Board of Directors and CEO shall, if any shareholder so requests and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide information regarding circumstances that affect the assessment of an item on the agenda, conditions that may affect the assessment of the Company’s or a subsidiary’s financial situation, and the Company’s relationship to other group companies.

______________________

Stockholm, April 2025

Projektengagemang Sweden AB (publ)

The Board of Directors

This is a translation of the Swedish original wording. In case of discrepancies, the Swedish version shall prevail.