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22 Oct, 2025

Notice of Extraordinary General Meeting in Acenta Group AB

The shareholders of Acenta Group AB are hereby summoned to an Extraordinary General Meeting to be held on Monday, 10 November 2025, at 2:00 p.m. CET at the premises of Mangold Fondkommission, Nybrogatan 55, Stockholm.

Right to participate and notice of attendance
Shareholders wishing to participate in the Extraordinary General Meeting must

  • be entered as a shareholder in the share register maintained by Euroclear Sweden AB on Friday, 31 October 2025; and
  • notify the Company of their intention to attend no later than Tuesday, 4 November 2025, in writing to Acenta Group AB, c/o Laye, Banérgatan 42, 115 26 Stockholm (please mark the envelope "Extraordinary General Meeting 2025") or by e-mail to [email protected]. The notification shall state the shareholder's full name, personal identity number or company registration number, shareholding, address, and daytime telephone number, and, where applicable, information on any proxy or adviser (no more than two). Where applicable, notifications should be accompanied by powers of attorney, registration certificates and other authorisation documents.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Extraordinary General Meeting, request that their shares be temporarily re-registered in their own name in the share register maintained by Euroclear Sweden AB. Such registration must be completed so that the shareholder is recorded in the share register as of the record date, 31 October 2025. Shareholders are therefore advised to contact their bank or nominee well in advance to request re-registration. Voting rights registrations requested by shareholders in such time that the registration has been completed by the nominee no later than the second banking day after 31 October 2025 will be taken into account when preparing the share register.

Proxies and proxy forms
Shareholders who are not personally present at the General Meeting may exercise their rights at the meeting through a proxy holder with a written, signed and dated power of attorney. A proxy form is available on the Company's website, www.acenta.group. The proxy form may also be obtained from the Company and will be sent to shareholders who request it and provide their postal address. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be attached. The power of attorney may not be older than one year, unless a longer period of validity (maximum five years) is specified in the authorisation. To facilitate registration at the meeting, powers of attorney, certificates of registration and other authorisation documents should be submitted to the Company well in advance of the General Meeting.

Number of shares and votes
At the time of this notice, the total number of outstanding shares and votes in the Company amounts to 4,067,241. The Company does not hold any of its own shares.

Proposed agenda

  1. Opening of the meeting and election of the 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 verify the minutes.
  5. Determination as to whether the meeting has been duly convened.
  6. Resolution on a directed issue of shares to subscribers covered by Chapter 16 of the Swedish Companies Act.
  7. Closing of the meeting. 

Proposed resolutions 

Resolution on a directed issue of shares to subscribers covered by Chapter 16 of the Swedish Companies Act (item 6)
The shareholder Markus Andersson (the "Proposer"), who holds approximately 2.4 percent of the shares and votes in Acenta Group AB, corporate identity number 556884-9920 (the "Company"), proposes that the General Meeting resolves on a directed issue of not more than 267,104 shares, with deviation from the shareholders' pre-emption rights, on the following terms and conditions.

  1. To increase the Company's share capital by a maximum of SEK 166,940 through a new issue of not more than 267,104 shares, each with a quota value of SEK 0.625 per share. Through the new share issue, the Company will receive a maximum of SEK 4,006,560.

  2. The right to subscribe for shares shall, with deviation from the shareholders' preferential rights, be granted:

Name

Highest number of shares

Amount (SEK)

Magella Holding AB (Magnus Waller, Board member)

233 333

3 499 995

Håkan Tollefsen (CEO and Board member)

26 666

399 990

Seagull Executive Adviser AB (Håkan Johansson, Chairman of the Board)

7 105

106 575


Since members of the Company's board of directors and management are part of the circle of persons entitled to subscribe, the issue is subject to the provisions of Chapter 16. The Companies Act, the so-called Leo Act.

The purpose of the rights issue and the reasons for the deviation from the shareholders' preferential rights are as follows. Håkan Tollefsen and Magella Holding AB have claims on the Company and the Proposer believes that it is to the advantage of the Company's financial position and in the shareholders' interest to repay the subscribers in the form of shares as it strengthens the Company's working capital and reduces the Company's debt.

Magella Holding AB has furthermore, through Magnus Waller, expressed a wish to subscribe for additional shares to an amount of SEK 3,000,000. In addition, it is proposed that Seagull Executive Adviser AB may subscribe for shares. The proposerbelieves that Magella Holding AB and Seagull Executive Adviser AB, with deviation from the shareholders' preferential rights, shall be given the opportunity to subscribe for shares in the Company in order to enable increased ownership and thereby a stronger commitment to the Company for Magnus Waller and Håkan Johansson respectively. Magnus Waller's and Håkan Johansson's ownership interest is expected to contribute to an increased focus on the Company's long-term value creation, which is to the benefit of both the Company and its shareholders.

  1. Subscription of shares shall be made by subscription to a subscription list within seven (7) days from the issue resolution. Payment for subscribed shares shall be made within seven (7) days from the issue decision. The Board of Directors shall have the right to extend the subscription and payment period.

  2. The issue price per share amounts to SEK 15.00.
    The subscription price corresponds to the same subscription price used by the Company in connection with the completion of a directed share issue resolved by the Board of Directors on 22 October 2025. Against this background, the assessment is made that the subscription price is in line with market conditions and reflects the demand for the Company's shares.

  3. If subscription is made at a premium, the premium shall be added to the unrestricted share premium reserve.

  4. Shares that have been added through subscription entitle to dividends from the first record date for dividends that occur after the subscription has been executed to such an extent that the share is recorded as an interim share in the Company's share register.
  5. The CEO, or a person appointed by the Board of Directors, shall be entitled to make such minor adjustments as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Majority requirement
For a valid resolution under item 6 on the agenda above, the resolution must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the General Meeting.

Documents and information at the General Meeting
Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act. All documents required under the Swedish Companies Act (2005:551) will be available at the Company's office in Stockholm and on the Company's website, www.acenta.group, no later than two weeks prior to the General Meeting, and will be sent to shareholders who so request and provide their postal address.

Processing of personal data
For information on how your personal data is processed, please refer to the privacy notice available on Euroclear's website: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. Acenta Group AB has corporate identity number 556884-9920 and is domiciled in the municipality of Stockholm.

Stockholm, October 2025
Acenta Group AB (publ)
The Board of Directors

For further information, please contact:
Håkan Tollefsen, CEO
E-mail: [email protected]
Phone: +47 99050011

This document is a translation of the original Swedish press release. In case of any discrepancies, the Swedish version shall prevail.

About Acenta Group AB - www.acenta.group
Acenta Group is an international sport-tech platform for padel - offering a comprehensive ecosystem that combines courts, products, tournaments, e-commerce, community, and digital services. By taking a holistic approach, the company contributes to the growth of the sport and makes padel more accessible, engaging, and professional for all stakeholders.

The operations include the purchase, sale, installation, and customization of padel courts, combined with ongoing service agreements that generate recurring revenue. Through its own brand Peliga (www.peliga.com) and the e-commerce platform Sport of Padel (www.sportofpadel.com), Acenta distributes products to consumers, businesses, clubs, and resellers - with a focus on functionality, design, and reliability.

Acenta Group is also developing a comprehensive digital solution for padel - a platform that integrates tournaments, bookings, ranking systems, e-commerce, offers, and community features in a single app. The platform is built with an open API to enable integrations with external systems and to support scalable and data-driven services for players, clubs, and commercial partners.

Acenta Group also organizes the international competition series Acenta Padel Tour (www.acentapadeltour.com), which, together with Team Acenta, serves as a dynamic platform for visibility, engagement, and product launches in the most relevant padel environments.

Acenta Group is listed on Nasdaq First North Growth Market under the ticker PADEL. Certified Adviser for Acenta Group is G&W Fondkommission.

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