Netel publishes merger prospectus regarding the merger with Infrea

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, THE UNITED KINGDOM, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES. SEE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Netel Holding AB (publ) ("Netel" or the "Company") and Infrea AB ("Infrea") announced on 15 June 2026 that the boards of directors of Netel and Infrea had adopted a joint merger plan for merging the companies through a statutory merger in accordance with the Swedish Companies Act (the "Merger"). The Merger will be implemented by Netel absorbing Infrea, and the group resulting from the Merger to as the "Combined Company".

Netel has today published a merger prospectus regarding the Merger. The merger prospectus (in Swedish, with an English translation) has been approved and registered by the Swedish Financial Supervisory Authority. The merger prospectus and other documents are available at www.netelgroup.com/en/.

Advisers

Netel has engaged Polar Advisory AB as financial adviser in connection with the new issues and the Merger. Linklaters is acting as legal adviser to Netel in connection with the new issues and the Merger.

Important information

For the purposes of this disclaimer, “this press release” means this document, its contents or any part of it, any oral presentation, any question-and-answer session and any written or oral materials discussed or distributed therein.

This press release may not be made public, published or distributed, either directly or indirectly, in or into the United States of America, Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, Switzerland and South Africa, or any other jurisdiction where such action, in whole or in part, would be subject to legal restrictions or would require additional information documents, registration, or other measures beyond those required by Swedish law. The information in this press release may not be forwarded or reproduced in a manner that is inconsistent with such restrictions or would entail such requirements. Any violation of these instructions may constitute a breach of applicable securities laws.

This press release does not constitute a merger document within the meaning of article 1(4)(g) and article 1(5)(f) or a merger prospectus within the meaning of article 14a of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the "Prospectus Regulation"), a prospectus under the Prospectus Regulation or a prospectus under any other prospectus regulation (including, without limitation, the Swiss Financial Services Act) or an offer document within the meaning of the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM issued by the Swedish Securities Council. Nor does this press release constitute a notice to a general meeting.

This press release shall not constitute an offer to sell or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to make any investment decision, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any decision with respect to the proposed statutory merger of Netel and Infrea in accordance with the Swedish Companies Act should be made solely on the basis of information to be contained in the actual notices to the general meetings of Netel and Infrea, as applicable, and the merger prospectus related to the Merger as well as on an independent analysis of the information contained therein. You should consult the merger prospectus, which will be available prior to the general meeting at which the matters set out herein will be subject to vote, for more complete information about the Merger, and perform an independent analysis of the information contained therein when making any investment decision.

No shares in Netel, Infrea or the Combined Company have been or will be registered under the U.S. Securities Act of 1933 (the "Securities Act") or the relevant securities laws and regulations of any state or other jurisdiction of the United States. Neither the U.S. Securities and Exchange Commission nor any equivalent state-level authority has approved shares in Netel, Infrea or the Combined Company or determined whether this document is accurate or complete. Any statement to the contrary is a crime in the United States. Shares in the Combined Company may not be offered, sold or delivered in the United States except in compliance with an exemption from the registration requirements of the Securities Act or through a transaction that is not subject to the registration requirements under the Securities Act.

Shares in the Combined Company are not and may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act and no application has been or will be made to admit the shares in the Combined Company to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.

This Merger is made for the securities of a foreign company. The Merger is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since Netel is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

Infrea shareholders located in the United States will not be eligible to receive shares as merger consideration. For shareholders located in the United States, and for shareholders located in certain other foreign jurisdictions to whom Netel cannot deliver shares in Netel as merger consideration under the terms of the Merger, for example because the shareholder cannot demonstrate the required qualified investor status under local securities regulations, a financial institute, which Netel and Infrea will instruct, shall aggregate all such shares in Netel, sell them on Nasdaq Stockholm and distribute the proceeds of the sale (less applicable expenses) to those entitled to them. This does not apply in relation to any jurisdiction where a total of more than 3 per cent of the shares in Infrea are located.

This press release contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of each respective company or the Combined Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Although managements of each respective company believe that their expectations reflected in the forward-looking statements are reasonable based on information currently available to them, no assurance is given that such forward-looking statements will prove to have been correct. You should not place undue reliance on forward-looking statements. They speak only as at the date of this press release and neither Netel nor Infrea undertakes any obligation to update these forward-looking statements. Past performance of Netel and Infrea does not guarantee or predict future performance of the Combined Company. Moreover, Netel, Infrea and their respective affiliates and their respective officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release. Additionally, there can be no certainty that the Merger will be completed in the manner and timeframe described in this press release, or at all.

About us

With over 25 years of experience, Netel is a leader in the development and maintenance of critical infrastructure within Infraservices, Power and Telecom. We are involved in the entire value chain from design, production and maintenance of our customers' facilities. We are dedicated to securing an accessible and reliable future, where technology unites and transforms society. Netel reported net sales of SEK 2,915 million in 2025 and the number of employees in the group is about 800. Netel is listed on Nasdaq Stockholm since 2021. Read more at netelgroup.com.

Contacts

Jeanette Reuterskiöld, President and CEO, +46 (0) 702 28 03 89, jeanette.reuterskiold@netel.se
Fredrik Helenius, CFO, +46 (0) 730 85 52 86, fredrik.helenius@netel.se
Åse Lindskog, IR, +46 (0) 730 24 48 72, ase.lindskog@netelgroup.com