Netel Holding AB Releases Merger Prospectus for Statutory Merger with Infrea AB

Netel’s Infrastructure Services Expertise and Market Standing

Netel Holding AB, listed on Nasdaq Stockholm since 2021, specialises in the design, production, and maintenance of critical infrastructure across three main sectors: Infraservices, Power, and Telecom. With more than 25 years of operational history, Netel is a prominent player in the Nordic infrastructure market. In 2025, the company achieved net sales of SEK 2,915 million and maintains a workforce of approximately 800 employees engaged in comprehensive infrastructure solutions. Netel’s commitment to technologically advanced, reliable infrastructure aligns with broader European trends emphasizing digitalisation and resilience.

Merger Structure and Regulatory Compliance in Sweden

The boards of Netel and Infrea jointly approved a merger plan on 15 June 2026, to be executed as a statutory merger under the Swedish Companies Act, with Netel as the acquiring entity. The prospectus provides detailed information on the merger mechanics, enabling shareholders to evaluate the proposal thoroughly. The Swedish Financial Supervisory Authority has formally approved and registered both Swedish and English versions of the prospectus, which are publicly available on Netel’s website at www.netelgroup.com/en/. This regulatory approval confirms compliance with Swedish and EU securities laws and ensures transparency for investors.

Financial and Legal Advisors Supporting the Transaction

Netel has engaged Polar Advisory AB for financial advisory services related to the merger and any associated new share issues. Polar Advisory’s role includes valuation, deal structuring, and negotiation support to safeguard shareholder interests. For legal counsel, Netel appointed Linklaters, a leading international law firm experienced in Nordic corporate transactions, to ensure full compliance with legal requirements, draft documentation, and guide regulatory and shareholder approval processes. The involvement of these expert advisers underscores the transaction’s complexity and cross-border significance.

Shareholder Approval and General Meeting Procedures

The merger requires approval from shareholders of both Netel and Infrea at their respective general meetings. The approved merger prospectus will serve as the primary information source, supplemented by formal meeting notices. Shareholders are encouraged to review all documentation carefully and participate actively in the voting process. Specific dates and procedural details for these meetings have not yet been announced but will comply with Swedish corporate law and company articles. The merger’s completion remains conditional on successful shareholder votes and satisfaction of all regulatory requirements.

Strategic Outlook and Operational Integration Post-Merger

The combined entity will operate as a single group under Netel’s listing, with Infrea shareholders receiving Netel shares as merger consideration, subject to regulatory and investor status conditions. While detailed integration plans have not been disclosed, the merger is expected to create synergies and strengthen competitive positioning across overlapping markets in Infraservices, Power, and Telecom. The share-based consideration aligns the interests of both shareholder groups in the future success of the merged company. Specific exchange ratios and valuation details are included in the full merger prospectus.

Provisions for Non-Resident and Restricted Jurisdiction Shareholders

Infrea shareholders residing in the United States or other restricted jurisdictions will not receive Netel shares directly due to US securities law restrictions. Instead, a designated financial institution will aggregate these shares, sell them on Nasdaq Stockholm, and distribute net cash proceeds to affected shareholders. This cash alternative ensures equitable treatment for investors unable to receive share consideration. However, this mechanism does not apply if shareholdings from a single restricted jurisdiction exceed 3% of issued shares. Shareholders should consult the prospectus for detailed procedures and implications.

International Distribution Restrictions and Legal Limitations

The merger documentation is subject to distribution restrictions in multiple jurisdictions including Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United Kingdom, and the United States. These restrictions reflect regulatory requirements preventing public offerings without appropriate registration or approvals. The prospectus is not intended as an offer document under US Securities Act, EU Prospectus Regulation, or other jurisdictional frameworks. No shares have been or will be registered under US securities laws, and the US Securities and Exchange Commission has not approved any shares. Shares of the combined company will not be publicly offered or traded in Switzerland. Investors in restricted regions should not expect to receive offering materials or participate in related share issuances.

Forward-Looking Statements and Completion Risks

The announcement includes disclaimers regarding forward-looking statements, which inherently involve risks and uncertainties. While management believes these projections are reasonable based on current information, actual outcomes may differ materially. There is no guarantee the merger will be completed as planned or within any specific timeframe, as shareholder approvals, regulatory consents, and other conditions may not be fulfilled. Investors should monitor ongoing updates and recognize that past performance of Netel or Infrea does not predict future results of the merged entity.

Investor Guidance and Upcoming Actions

Investors and shareholders should regularly check Netel’s regulatory news and website for updates on shareholder meeting notices, voting dates, and regulatory developments. Although the prospectus registration is complete, key milestones remain before the merger can close. Interested parties should review the full prospectus at www.netelgroup.com/en/ for comprehensive details on merger terms, financial forecasts, risks, and shareholder implications. Investor inquiries can be directed to Jeanette Reuterskiöld (President and CEO), Fredrik Helenius (CFO), and Åse Lindskog (Investor Relations). The timeline for completion remains unspecified, and shareholders should await formal meeting notices before making decisions.