Xer Tech Holding AB: NOTICE OF ANNUAL GENERAL MEETING OF XER TECH HOLDING AB (PUBL)
Stockholm, [April 26, 2026] – The shareholders of Xer Tech Holding AB (publ), corporate registration no. 556769-3063, (“the Company”) are hereby summoned to the Annual General Meeting (AGM) on Wednesday, 27 May 2026 at 10:00 at Advokatfirman Delphi, Mäster Samuelsgatan 17, Stockholm. Registration for the meeting begins at 09:45.
NOTICE OF ATTENDANCE
Shareholders who wish to participate in the meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on the record date, which is Tuesday, 19 May 2026, and
- no later than Thursday, 21 May 2026, have notified the Company of their participation and any assistants; either in writing to Xer Tech Holding AB (publ), “Annual General Meeting”, Smedjegatan 9, 392 39 Kalmar, Sweden, or by email to investors@xer-tech.com.
The notification should state full name, personal or corporate identification number, address, daytime telephone number and, where applicable, information about representatives, proxies and assistants. A maximum of two assistants are permitted. To facilitate entry to the meeting, the notification should, where applicable, be accompanied by powers of attorney, certificates of registration and other authorisation documents.
Personal data obtained from the share register kept by Euroclear Sweden AB, notification of and participation in the meeting, as well as information about representatives, proxies and assistants, will be used for registration, preparation of the voting register for the meeting and, where applicable, the meeting minutes. Personal data is handled 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 handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
NOMINEE-REGISTERED SHARES
Any shareholder whose shares are nominee-registered must, in order to be entitled to participate in the meeting, through the nominee’s intermediation have the shares registered in their own name, so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Tuesday, 19 May 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee performs such voting rights registration. Voting rights registration requested by a shareholder in such time that the registration has been completed by the relevant nominee no later than Thursday, 21 May 2026, will be taken into account in the preparation of the share register.
PROXIES
If participation is by proxy by virtue of a power of attorney, the shareholder must issue a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration must be attached or, if no such document exists, an equivalent authorisation document. A copy of the power of attorney and any certificate of registration should be sent to the Company at the address above in good time before the meeting. The original power of attorney must also be presented at the meeting. The Company makes a proxy form available to shareholders, which can be obtained at the Company’s head office or on the Company’s website www.xer-tech.com.
PROPOSED AGENDA
- Opening of the meeting and election of chairperson of the meeting.
- Preparation and approval of the voting register.
- Presentation and approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the submitted annual report and auditor’s report.
- Resolutions on:
a. adoption of the income statement and balance sheet,
b. allocation of the Company’s profit or loss according to the adopted balance sheet, and
c. discharge from liability for board members and the CEO. - Determination of fees for the board of directors and the auditor.
- Election of the board of directors and audit firm or auditors.
- Resolution on authorisation for the board of directors to decide on new issues of shares and issues of warrants and/or convertibles.
- Closing of the meeting.
THE BOARD’S PROPOSED RESOLUTIONS
Item 1. Election of chairperson of the meeting
The board proposes that attorney Jenny Lindén of Advokatfirman Delphi be elected chairperson of the meeting.
Item 7 b) Resolution on allocation of profit or loss according to the adopted balance sheet
The board proposes that no dividend be paid for the 2025 financial year and that the Company’s profit be carried forward.
Item 10. Resolution on authorisation for the board to decide on new issues of shares and issues of warrants and/or convertibles
The board proposes that the AGM resolve to authorise the board, during the period until the end of the next AGM, on one or more occasions and with or without deviation from the shareholders’ preferential rights, to decide on new issues of shares, warrants and/or convertibles against cash payment and/or with contribution in kind, or by way of set-off, or otherwise. The number of shares, or warrants or convertibles giving rights to subscribe for a number of shares, that may be issued may not exceed 30 per cent of the Company’s registered number of shares at the time of the board’s first resolution under the authorisation. Deviation from the shareholders’ preferential rights shall be possible to, where necessary, strengthen the Company’s financial position, broaden the ownership base and/or increase institutional ownership in the Company. New issues of shares and issues of warrants and/or convertibles shall, in the event of deviation from the shareholders’ preferential rights, take place on market terms, with customary market discount where applicable.
The board, the CEO or the person appointed by the board shall be entitled to make such minor adjustments to the resolution as may be required in connection with its registration.
For this resolution to be valid, the proposal must be approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the AGM.
LARGER SHAREHOLDER’S PROPOSED RESOLUTIONS
Rex International Holding Ltd., representing approximately 50.40 per cent of the total number of shares and votes in the Company (“the Larger Shareholder”), has submitted the following proposals regarding items 8–9 of the proposed agenda above.
Item 8. Determination of fees for the board and the auditor
The Larger Shareholder proposes that board members shall receive total remuneration of SEK 700,000, of which SEK 250,000 shall be paid to the chairperson of the board and SEK 150,000 to each of the other members.
The Larger Shareholder proposes that the auditor’s fee shall be paid according to approved invoice.
Item 9. Election of the board of directors and audit firm or auditors
The board currently consists of four (4) ordinary members without deputies. The Larger Shareholder proposes that the board shall consist of four (4) ordinary members without deputies for the period until the end of the next AGM.
For the period until the end of the next AGM, re-election of the current board members John d’Abo, Martin Lidgren, Thomas Lundin and Svein Kjellesvik is proposed. The Larger Shareholder proposes the re-election of John d’Abo as chairperson of the board.
For a presentation of the members proposed for re-election, please refer to the Company’s website, www.xer-tech.com.
The Larger Shareholder proposes the re-election of the registered audit firm BDO Sweden AB as auditor for the period until the end of the next AGM. BDO Sweden AB has informed that, in the event that BDO Sweden AB is re-elected as auditor, Filip Lundberg will remain as the principal auditor.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
In accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the board and the CEO shall, if any shareholder so requests and the board considers that it can be done without significant harm to the Company, provide information about circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation.
DOCUMENTS
Accounting documents and the auditor’s report are available at the Company’s office, and the complete proposals for resolutions from the board and the Larger Shareholder will be made available at the Company’s office no later than two (2) weeks before the meeting and sent free of charge to shareholders who so request and provide their postal address.
Cision Link: https://news.cision.com/se/xer-tech-holding-ab–publ-/r/kallelse-till-arsstamma-i-xer-tech-holding-ab–publ-,c4339601
Notice Document: https://mb.cision.com/Public/21413/4339601/a838d5afd574c92c.pdf
Resolution on allocation of profit or loss: https://mb.cision.com/Public/21413/4339601/8b4752cdb4a233ae.pdf
External document: https://mb.cision.com/Public/21413/4339601/b3db42dd4d2d6733.pdf
Authorisation for the board of directors: https://mb.cision.com/Public/21413/4339601/b3db42dd4d2d6733.pdf
Power of Attorney: https://mb.cision.com/Public/21413/4339601/aa88f2c11abbf63a.pdf
The documents will also be available on the Company’s website, www.xer-tech.com. All documents above will also be presented at the meeting.
Kävlinge, April 2026
Xer Tech Holding AB (publ)
The Board of Directors
For more information:
Erik Herlyn, CEO Xer Tech Holding AB
investors@xer-tech.com
About Xer Technologies
Xer Technologies AG, a wholly owned subsidiary of Xer Tech Holding AB, manufactures long-endurance hybrid-electric multicopters (UAVs) designed for industrial and government applications. The company’s platforms support mission-critical operations including power line inspections, mapping, surveillance, gas leak detection, rescue operations, and governmental-related applications such as intelligence, surveillance and reconnaissance (ISR) and mine detection.
