in accordance with Article 57 of the Articles of Association of the Company (the “Articles”).
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING 2026 (the “Meeting”) of
Raketech Group Holding p.l.c., company registration number C77421 (the “Company” or “RGH”), will be held on 20 May 2026, at 10 a.m. (CET) at the registered office of the Company at St George’s Business Centre, Level 7, St George's Road, St Julian's, STJ 3202, Malta.
Attendance and voting
Proxies
Right to Ask Questions
Shareholder Proposals
• In accordance with article 72 of the Articles, a shareholder holding not less than 5% of the voting issued share capital of the Company may: (a) request the Company to include items on the agenda of the Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the Meeting; and/or (b) table draft resolutions for items included in the agenda of the Meeting. A notice to this effect was uploaded onto the Company’s website on 3 March 2026.
Agenda
General
Ordinary business (ordinary resolutions)
Special business (ordinary resolutions)
Special business (extraordinary resolutions)
1 Resolution to authorise the Company to acquire its own shares
Information on resolution proposals
Agenda item 2; Election of Chairman of the Meeting
In terms of article 77 of the Articles, the Chair of the Board of Directors (Kathryn Moore Baker) shall preside as Chair of the Meeting. Should the Chair not be present at the Meeting, article 77 of the Articles will regulate the appointment of the Chair of the Meeting.
Agenda item 8; Approval of Consolidated Financial Statements, Directors’ Report and Auditors’ Report for the year ending 31 December 2025
The Board of Directors proposes that the Meeting resolves to approve the Consolidated Financial Statements (Annual Report) of the Company for the year ended 31 December 2025 and the Directors’ Report and the Auditors’ Report. The Consolidated Financial Statements (Annual Report) of the Company for the year ended 31 December 2025 and the Directors’ Report and the Auditors’ Report will be uploaded to the Company’s website by no later than on 29 April 2026 for review by shareholders.
Agenda item 9; Resolution on dividends
The Board of Directors proposes, in accordance with the Consolidated Financial Statements (Annual Report) of the Company for the year ended 31 December 2025 and in accordance with the directors’ recommendation as set forth in the Directors’ Report, that the Meeting resolves not to declare any dividends.
Agenda item 10; Retirement of Board of Directors and Chairman of the Board of Directors and election of new Board of Directors and Chairman of the Board of Directors
The current Board of Directors is comprised of Kathryn Moore Baker, Clare Boynton, Erik Skarp, Marina Andersson, Patrick Jonker, and Magnus Alebo, all of whom will be retiring at the Meeting in terms of article 107 of the Articles.
Kathryn Moore Baker, Marina Andersson and Patrick Jonker have declared to the Nomination Committee that they will not stand for re-election as members of the Board.
The Nomination Committee proposes to elect a Board of Directors of the Company made of 5 members. In particular, the Nomination Committee proposes to re-elect Clare Boynton, Erik Skarp, and Magnus Alebo as members of the Board of the Directors of the Company for the period until the end of the next annual general meeting. In addition, the Nomination Committee further proposes to elect Peter Ekmark and Måns Svalborn as new members of the Board of the Directors of the Company for the period until the end of the next annual general meeting.
The Nomination Committee further proposes to elect Peter Ekmark as chairman of the Board of the Directors of the Company for the period until the end of the next annual general meeting.
The appointment of each Board member shall be approved by a separate ordinary resolution.
Information on the existing Board members is available at https://raketech.com/corporate-governance/
Agenda item 11; Determination of fees for the members of the Board of Directors
In accordance with past practice, the Nomination Committee proposes that the remuneration to the Directors of the Company shall be paid in accordance with the following:
The Nomination Committee further proposes, in accordance with past practice, that the Chair of the Audit Committee, and Remuneration Committee, respectively, shall each be paid EUR 5,000, while any other member of the Audit Committee, and Remuneration Committee (excluding the Chair) shall each be paid EUR 1,500.
No Director having an operational role in the Company or its subsidiaries for which he/she receives a salary, or a consultancy fee shall receive any compensation for the work conducted in the Board of Directors and any Committees.
Agenda item 12; Election of auditor
PricewaterhouseCoopers Malta is proposed to be re-elected as the Company’s auditor for the period until the end of the next annual general meeting. The proposed auditor is in accordance with the Nomination Committee’s recommendation.
Agenda item 13; Determination of fees for the auditor
The Nomination Committee proposes that the auditor’s fees shall be payable in accordance with any approved invoices.
Agenda item 14; Resolution on the principles for appointing a Nomination Committee of the Company for the Annual General Meeting of 2026
The Nomination Committee proposes that the Meeting approves the principles for appointing the Nomination Committee for the next annual general meeting in accordance with the following.
a. The Chairman of the Board of Directors will contact the four largest shareholders in terms of votes based on Euroclear Sweden AB’s list of registered shareholders on the last business day of August each year, or which by other means can be identified as one of the four largest shareholders.
b. The four largest shareholders will each be given the opportunity to elect one representative to form the Nomination Committee alongside the Chairman of the Board of Directors, provided that he or she is independent in relation to the Company’s management (if not, the board member ranking first in order of seniority (i.e., in terms of duration in office) who is also independent in relation to the Company’s management, will be appointed).
c. If any of these shareholders chooses to waive its right to elect a representative, or does not reply within the relevant term, such right is transferred to the shareholder who, after these shareholders, has the largest share ownership.
d. If a shareholder who appointed a member of the Nomination Committee is no longer among the four largest shareholders, the Nomination Committee may request that the member step down. In such case, the next largest shareholder will be invited to appoint a replacement. The resignation of the existing member will only take effect once the new shareholder has appointed a replacement. If no replacement is appointed, the Nomination Committee shall remain unchanged. However, no changes will be made to the Nomination Committee’s composition if this occurs within four months of the next annual general meeting.
e. If a member of the Nomination Committee steps down voluntarily from the committee before its work is completed, the shareholder who elected that member must appoint a successor, provided that the shareholder is still one of the four largest owners in terms of votes that are represented in the Nomination Committee. If not, point (d) shall apply.
f. The Nomination Committee is entitled, if deemed appropriate, to co-opt members appointed by shareholders who became one of the four shareholders with the largest holdings in the Company after the Nomination Committee was formed, and who are not already represented on the Nomination Committee. Such co-opted members do not participate in the decisions of the Nomination Committee.
a. Neither the Chief Executive Officer, nor other members of the management team, are to be members of the Nomination Committee.
b. At least one member of the Nomination Committee is to be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of the Company.
c. Members of the Board of Directors shall not constitute a majority of the Nomination Committee. If more than one member of the Board of Directors is on the Nomination Committee, no more than one of these members of the Board of Directors may be dependent of a major shareholder of the Company.
Agenda item 15; Resolution on guidelines for remuneration of senior management
The Board of Directors proposes that the Meeting approves the guidelines for remuneration for the period until the next annual general meeting offered to:
(the members under letter (a), (b) and (c) above, collectively, the “Senior Management”).
This Remuneration Policy replaces the former policy adopted by the Company in its 2025 annual general meeting.
Individual agreements between any Group Company and any members of the Senior Management entered into before the adoption of this Remuneration Policy will continue on already agreed terms.
Any amendment of existing agreements as well as any execution of new agreements with the members of the Senior Management will comply with this Remuneration Policy.
OBJECTIVES OF THIS REMUNERATION POLICY
The main objective of this Remuneration Policy is to ensure that the Company can attract, motivate and retain qualified members with the skills, competence, expertise and experience required for the Company to achieve its operating goals, to promote its business strategy and to safeguard its interests (including in the long term) and its sustainability. This Remuneration Policy aims also to align the interests of the Senior Management with those of the Company’s shareholders.
In this respect, there must be transparency and alignment to the delivery of strategic objectives, both at the group and individual level. There must also be scope for the reward of exceptional efforts and achievements that deliver value to the group and the shareholders.
The remuneration offered by the Company shall be competitive and in line with market practice. It shall be designed to support the Company’s strategy and interests, through different mechanisms. In particular, besides the fixed salary and other benefits in kind, it may include the following variable components for those members of the Senior Management not remunerated in their capacity as Directors of the Company:
The combination of the above components seeks to create a well-balanced remuneration reflecting individual competences, responsibilities and performance, both short-term and long-term, to the benefit of the Company and its shareholders. In particular, the Company aims to balance equity and cash components, so that unnecessary risk-taking is not encouraged.
The remuneration is reviewed annually, considering all elements of the remuneration together to ensure that the remuneration package as a whole remains competitive.
TYPES OF REMUNERATION
The total remuneration of the Senior Management may consist of the following components:
Fixed base salary
The Senior Management’s fixed salary shall be competitive, in line with market practice and based on the individual member’s competence, responsibilities and performance. While the same principles apply to all employees irrespective of their geographic location, but the actual remuneration depends on local market conditions and may therefore vary by country. Senior Management do not receive remuneration for board assignments in any Group Companies.
Purpose:
Operation: The fixed salary is paid monthly in cash via payroll and reviewed on an annual basis for each calendar year. The Remuneration Committee reviews the CEO’s fixed base salary, and provides the CEO with a budget to review the fixed base salaries of the senior management team.
Benefits in kind
The offered benefits (including, for instance, private health, life insurance and more rarely, housing and school allowances) shall be competitive and cost-effective, in line with mandatory rules or established local practice depending on which law the individual is located. No performance metric applies.
Pension
Competitive and cost-effective pension benefits may be offered in line with mandatory rules or established local practice depending on the employee’s location of employment.
The pension benefit for member of the senior management team may amount to up to 15% of the fixed base salary. No performance metric applies.
Cash variable compensation (STI)
The Senior Management is offered a cash variable compensation, based on predetermined and measurable performance criteria.
Operation:
| Achievement Rate | Percentage Payout |
| >115% target | 200% |
| 110-114% | 175% |
| 105-109% | 150% |
| 100- 104% target | 100% |
| 95%-99% of target | 50% |
| <95% of target | 0% |
Incentive programs
From time to time the Board of Directors may propose for the general meeting to resolve on a long-term share incentive program. Details of the underlaying principles are defined in the ESIP Policy.
For more information, please see the Notices of the AGMs 2019, 2020, 2021, 2022, 2023, 2024 and 2025.
Retention Bonus
Senior Management members may receive Retention Bonuses on condition that the member remains in employment for a pre-agreed period from the date of award.
Retention bonuses may be used only in exceptional circumstances such as, for example and without limitation, in the case of a restructuring, after a change in control or to ensure the completion of major projects. Retention bonuses must be justified based on the following factors:
In any case the retention bonus may not exceed 20% of the annual salary of the respective employee for a 12-month retention period.
FURTHER RELEVANT ASPECTS
Notice of termination and severance payment
The maximum notice of termination period in any managers contract is 9 months during which payment of salary will continue. Upon termination by the company, and in addition to their fixed monthly salary during the notice period, the Senior Management is entitled to a maximum of 6 months’ base salary as severance pay. If termination is made by the Senior Management member, the period of notice may not exceed 9 months and there is no right to severance pay.
Clawback
In a situation in which a bonus, or another incentive remuneration has been provided to a member of the Executive Management on the basis of data, information, or accounts which subsequently prove to have been incorrect, the Company may reclaim such remuneration component, in full or in part, on the basis of the correct data.
Deviations from this Remuneration Policy
The Board of Directors is entitled to depart from these guidelines in special circumstances, if any part of the Remuneration Policy no longer drives business performance, the achievement of the Company’s strategy or employee motivation and retention. In the event of any major departure, the shareholders will be informed of the reason at the following annual general meeting.
Policy Review
The Remuneration Policy shall be reviewed at least on an annual basis.
Agenda item 16; Resolution on the adoption of a long-term incentive program for senior management staff members and other key stakeholders and employees within Raketech Group Holding P.L.C. or its subsidiaries
The Board of Directors proposes that the Meeting resolves to implement a long-term incentive program for senior management staff members and other key stakeholders and employees within the Company or its subsidiaries (the “2026 ESIP Program”).
The 2026 ESIP Program is comprised of share options which the participants are entitled to exercise to subscribe for shares in the Company.
It is proposed that the 2026 ESIP Program will comprise a number of share options (each option entitling for one share) to be converted into an aggregate number of shares not exceeding 2% per cent of the share capital and votes of the Company.
Allocation of share options
The 2026 ESIP Program is proposed to comprise a maximum of 31 participants who are proposed to be allotted the share options. The beneficiaries will include 3 categories: the CEO (“Category 1”), the other senior management staff members (“Category 2”), and other key stakeholders and employees that the Company intends to reward and retain (“Category 3”), as applicable. The Directors, in their discretion, shall decide which senior management staff members and other key stakeholder are to be included in the 2026 ESIP Program, based on their qualification and their individual performance.
| Category | Maximum number of persons | Number of options to the beneficiaries in relation to their remuneration |
| Category 1 | 1 | Up to 50% of his base salary |
| Category 2 | 8 | Up to 30% of their base salary |
| Category 3 | 22 | Up to 20% of their base salary |
| Total | 31 | - |
Board members shall not be eligible to participate in the 2026 ESIP Program.
Terms and conditions
The 2026 ESIP Program will be implemented, and allocations will take place to participants as soon as practicable following the decision at the Annual General Meeting 2026. The participants will be allotted a certain number of share options free of charge. The participants will be informed about their participation to the 2026 ESIP Program, and if they wish to accept the options, they are required to send an acceptance letter. Following such letter, they will receive an option certificate indicating the number of shares that the relevant participant is entitled to subscribe.
The share options may not be transferred or pledged.
Vesting of the options
The share options will vest for three years from the date on which the options were granted to each participant, whereby 1/3 will vest after the first year, an additional 1/3 after the second year and the remaining 1/3 will vest after the third year. The vested options can be exercised during a period of six months following the third anniversary from the date on which the same options were granted. If the whole (or substantially the whole) of the business of the Company is transferred to a third party, the Directors shall be entitled, in their discretion, to resolve that all or a portion of the unvested options vest at the time of the transfer and the options can be exercised during the six months after the transfer.
The vesting is subject to the participant’s continuous employment or assignment by the Company. The Directors shall be entitled, in their discretion, to resolve that a participant (or his/her heirs) may still be vested with the options, even though the employment or assignment in the Company (or any of its subsidiaries) has ceased.
Issuance of shares
The Company will satisfy its obligations under the 2026 ESIP Program through the issuance of new shares following the exercise of share options by participants in the 2026 ESIP Program. All of the rights attached to the Company’s shares are set out in the Company’s Memorandum and Articles of Association.
Exercise price
Each share option entitles the holder to acquire one share in the Company at an exercise price corresponding to 130 per cent of the volume-weighted average price of the Company’s share as quoted on Nasdaq First North Growth Market during a period of 10 trading days calculated as from and including 29 April 2026.
Recalculation due to split, consolidation, new share issue, etc.
The exercise price and the number of shares that each share option entitles to subscription for, may be recalculated in the event of a split, consolidation, new share issue, dividend, etc. in accordance with Swedish market practice.
The rationale for the proposal
The Company shall offer remuneration in accordance with market practice which enables the recruitment and retention of qualified personnel. Remunerations within the Company shall be based on principles of performance, competitiveness and fairness. Share based incentive programs may be offered as part of the total compensation package. The Directors are of the opinion that the 2026 ESIP Program is in the best interest of both the Company and its shareholders. The rationale for the 2026 ESIP Program is to achieve a greater alignment of interests between the participants and the shareholders, to create conditions for retaining and recruiting competent persons to the Company and to increase the motivation among the participants in order to maintain and sustain the growth of the Company.
Costs
The costs for the 2026 ESIP Program are estimated to amount to approximately EUR 46,000 (it should be noted that no social security costs are expected under current Maltese tax rules) calculated in accordance with IFRS 2. The costs have been estimated based on a share price of SEK 2 at the time of the start of the program and that full allocation and maximum outcome will apply. The costs are expected to have a limited effect on the Company’s key ratios.
Dilution and information about current outstanding incentive programs
Upon maximum exercise of the options under the 2026 ESIP Program, new shares will be issued, meaning a dilution of approximately 2 per cent of the number of shares and votes in the Company. Currently, the Company has three active incentive programs to certain key employees outstanding which was adopted in 2023, 2024 and 2025. Considering the shares which may be issued pursuant to the outstanding incentive programs in the Company, the maximum dilution, including all three programs, if ESIP 2026 is decided at the Meeting and fully allotted, can amount to 5.7 per cent.
For more information regarding the Company’s current outstanding incentive programs, please see the Company’s Annual Report for 2025, which will be made available on the Company’s website, www.raketech.com.
Preparations of the proposal
The Directors of the Company and the Remuneration Committee have prepared the 2026 ESIP Program. The 2026 ESIP Program has been reviewed by the Directors and by the Remuneration Committee at meeting in March 2026.
Majority Requirement
A resolution to approve the 2026 ESIP Program is valid only where supported by shareholders holding more than 50 per cent of the voting rights attached to shares represented and entitled to vote at the Meeting.
Agenda Item 17; Extraordinary resolution to authorise the Company to acquire its own shares
The purpose behind the proposed authorisation is to renew the authorisation granted to the Company during the annual general meeting held in 2025 to acquire its own shares for the purpose of enabling it, in a time-efficient manner, to: (i) use any shares acquired pursuant to the said authorisation to settle deferred payments due by it in connection with past transactions carried out by the Company and/or its subsidiaries, and (ii) promote more efficient capital usage in the Company, including by cancelling, transferring, disposing and/or otherwise using such shares following their acquisition by the Company, should the Board of Directors wish to do so at a later date.
The Board of Directors therefore proposes that the Meeting adopts the following Extraordinary Resolutions:
Other
The Company has 45,224,227 shares issued as of the date of this Notice (one vote per share).
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Except as otherwise provided in this Notice, all supporting documentation mentioned in this Notice and a copy of the Company’s proposed amendments to its Memorandum and Articles of Association are available at the Company’s website (www.raketech.com) as at the date of this Notice. The Consolidated Financial Statements (Annual Report) of the Company for the year ended 31 December 2025 together with the Directors’ Report, the Auditor’s report and the terms and conditions for the share options will be available on the Company’s website (www.raketech.com) no later than on 29 April 2026. Such documents will also be (a) sent to shareholders who so request and who inform the Company of their mailing address and (b) made available at the Meeting.
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor- engelska.pdf.
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Malta, 7th April 2026
RAKETECH GROUP HOLDING P.L.C.
The Board of Directors