Notice of Bergman & Beving's Annual General Meeting on 27 August 2026

Shareholders in Bergman & Beving AB (publ), Corporate Registration Number 556034-8590 (the “Company” or “Bergman & Beving”), are hereby given notice to attend the Annual General Meeting on 27 August 2026 at 4:00 p.m. CEST at IVA Conference Centre, Grev Turegatan 16, Stockholm, Sweden. Registration for the Meeting will begin at 3:15 p.m. CEST.

The Board of the Company has decided to allow the shareholders to also attend the Annual General Meeting by postal voting in accordance with the regulations in
Bergman & Beving’s Articles of Association as further described below.

NOTICE OF PARTICIPATION

Shareholders who wish to participate in the proceedings of the Annual General Meeting in person must:

a) be recorded in the shareholders’ register maintained by Euroclear Sweden AB
on the record date, which is 19 August 2026, and

b) by 21 August 2026 at the latest, file notice of their intention to participate digitally https://www.euroclear.com/sweden/generalmeetings/, by e-mail to GeneralMeetingService@euroclear.com, by post to: Bergman & Beving Aktiebolag, “Annual General Meeting”, c/o Euroclear Sweden, P. O. Box 191, SE-101 23 Stockholm or by telephone at +46 8 402 90 66 (9:00 a.m. to 4:00 p.m. CEST). In the notice, the shareholder must include information about the shareholder’s name, personal identity number (corporate registration number), address, telephone number (daytime), registered shareholding and the names of any assisting counsel (maximum of two).

Shareholders who wish to participate in the proceedings of the Annual General Meeting by postal voting must:

a) be recorded in the shareholders’ register maintained by Euroclear Sweden AB
on the record date, which is 19 August 2026, and
b) by 21 August 2026 at the latest, file notice of their intention to participate in accordance with the instructions under heading “Early voting through postal voting” below in order for the postal vote to be received by Euroclear Sweden AB no later than that day.

Personal data collected from the shareholders’ register kept by Euroclear Sweden AB, notification and attendance at the Meeting as well as information on deputies, representatives and assistants will be used for registration, preparation of the electoral register for the Meeting and, if applicable, minutes of the Meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For complete information on how personal data is handled, see the Company’s privacy policy: https://www.bergmanbeving.com/en/privacy-policy.

To exercise their voting rights at the Meeting, shareholders whose shares are registered in the name of a trustee must temporarily re-register their shares in their own names. Such re-registration must be completed not later than 21 August 2026. This means that shareholders must inform the trustee/bank well in advance of this date.

In the case of participation by proxy authorised by a power of attorney, an original copy of a written power of attorney signed and dated by the shareholder and other relevant authorisation documents are to be presented prior to the start of the Meeting. When notifying the Company of their participation, representatives of legal entities must also submit a certified copy of the entity’s certificate of incorporation or corresponding authorisation documents showing that they are authorised to represent the legal entity.

The Company will provide shareholders with a power of attorney form with voting instructions, which will be available from the Company’s head office or online at www.bergmanbeving.com not later than 6 August 2026.

Early voting through postal voting

The shareholders may exercise their rights to vote by postal voting before the Meeting. Participation by way of postal voting does not require a separate notice of attendance for the Meeting.

Postal voting can be made in two ways (either in accordance with alternative 1 or 2 below):

1. by completing and submitting a specific postal voting form (for postal voting and serving as notification of attendance). The postal voting form is available on the Company’s website, www.bergmanbeving.com.

Postal voting by using the postal voting form can be made by:
    • submitting the original of the completed and signed postal voting form to Bergman & Beving AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P. O. Box 191, 101 23 Stockholm, or

    • submitting a scanned copy of the completed and signed postal voting form by e-mail to GeneralMeetingService@euroclear.com (type in ”Bergman & Beving AB – postal voting” in the subject matter box)

2. by giving notification of attendance and submitting its postal vote digitally through BankID verification via the link that is available on the Company’s website www.bergmanbeving.com and https://www.euroclear.com/sweden/generalmeetings/.

If the shareholder is represented by proxy, a written power of attorney signed and dated by the shareholder shall be enclosed to the postal voting form. In addition, if the shareholder is a legal entity, a copy of a certificate of registration or a corresponding document for the legal entity shall be enclosed together with the postal voting form. A power of attorney form is available at the Company’s website, www.bergmanbeving.com. The shareholder may not provide the postal voting form with any specific instructions or conditions. If made, the vote (in its entirety) will be deemed invalid. Further instructions and conditions are stated in the postal voting form.

The completed postal voting form needs to arrive at Bergman & Beving c/o Euroclear Sweden not later than 21 August 2026 at 5:00 p.m. CEST. Even electronic postal voting must take place within the same time frame.

A shareholder who has voted by postal voting also has the opportunity to attend the meeting venue, provided that notification has been made in the manner prescribed above for such attendance.

A postal vote can be withdrawn up to and including 21 August 2026 by contacting Euroclear Sweden AB in the same way as the postal vote was submitted. If a shareholder has voted by post and subsequently participates in the Annual General Meeting, in person or by proxy, the postal vote remains valid unless the shareholder withdraws the postal vote at the meeting secretariat before the opening of the Meeting.

PROPOSED AGENDA

1. Opening of the Meeting.

2. Election of the Chairman to preside over the Meeting.

3. Compilation and approval of electoral register.

4. Approval of the agenda proposed by the Board for the Meeting.

5. Election of one or two persons to approve the minutes taken at the Meeting.

6. Determination of whether the Meeting has been duly convened.

7. Address by the President & CEO.

8. Presentation of the Annual Report and the auditor’s report as well as the consolidated financial statements and the consolidated auditor’s report, and an account by the Company’s auditor.

9. Resolutions

a) concerning the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet,

b) concerning the appropriation of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting,

c) concerning the discharge of the directors and the President & CEO from personal liability for their administration.

10. Report on the work of the Election Committee.

11. Determining the number of directors.

12. Adoption of fees to the Board and auditors.

13. Election of directors and Chairman of the Board.

14. Election of auditor.

15. Resolution on approval of remuneration report.

16. Resolution regarding the authorisation of the Board to decide on the acquisition and conveyance of treasury shares.

17. Resolution on the issuance of call options on repurchased shares and the transfer of repurchased shares to executives (the “2026 Share-Based Incentive Programme”).

18. Resolution on amendments of the Articles of Association.

19. Closing of the Meeting.

PROPOSAL BY THE ELECTION COMMITTEE FOR RESOLUTION ON ITEMS 2 AND
11–14 IN ACCORDANCE WITH THE ABOVE

On 4 February 2026, in accordance with a resolution passed at the Annual General Meeting held in August 2025, the four largest shareholders in terms of votes as per 31 December 2025 were contacted and asked to appoint members who, together with the Chairman of the Board, will form the Election Committee. The Election Committee comprises Chairman of the Board Jörgen Wigh, Malin Nordesjö (representing Tisenhult group), Henrik Hedelius (representing Tom Hedelius), Claes Murander (representing Lannebo Kapitalförvaltning) and Magnus Sjöqvist (representing Swedbank Robur Fonder). Malin Nordesjö was appointed the Chairman of the Election Committee.

The Election Committee, whose members represent approximately 45 percent of the total number of votes, has announced that it will propose that the Annual General Meeting on
27 August 2026, in accordance with the items above, resolve on:

Item 2 Election of the Chairman to preside over the Meeting

The Election Committee proposes Chairman of the Board Jörgen Wigh to be elected Chairman of the 2026 Annual General Meeting.

Item 11 Determining the number of directors

The Election Committee proposes that the Board shall consist of six regular directors.

Item 12 Adoption of fees to the Board and auditors

The Election Committee proposes that the total directors’ fees of SEK 3,500,000 (preceding year: SEK 3,300,000) are to be allocated as follows:

Chairman of the Board: SEK 1,200,000 (preceding year: SEK 1,100,000).
Other members of the Board: SEK 460,000 per director (preceding year: SEK 440,000).

The following additional fees will be paid for committee work:

Compensation Committee: SEK 95,000 (preceding year: SEK 90,000) to each committee member (two members).
Audit Committee: SEK 95,000 (preceding year: SEK 90,000) to the Chairman.

Provided that the necessary tax prerequisites for invoicing exist and that doing so would not entail a cost for Bergman & Beving, directors shall be offered the opportunity to invoice their directors’ fees through a Swedish wholly owned company or private business. If a director invoices his/her directors’ fee through a wholly owned company or private business, the fee is to be increased by an amount corresponding to the social security contributions and value added tax stipulated by law.

Auditors’ fees are, as in previous years, to be paid in return for approved invoices.

Item 13 Election of directors and Chairman of the Board

The Election Committee proposes re-election of directors Fredrik Börjesson, Henrik Hedelius, Malin Nordesjö, Niklas Stenberg and Jörgen Wigh as well as the election of a new director, Natalia Borelius.

The Election Committee proposes re-election of Jörgen Wigh as Chairman of the Board.

Natalia Borelius was born in 1974 and holds a Master of Science in Business and Economics from the Stockholm School of Economics. Natalia is an owner of the family company Blenheim AB and serves as a director of the group’s niche industrial companies. She has extensive experience in managing and developing her own businesses, including within the field of data-driven media analytics.

A presentation of the current members of the Board is available from the Company’s website www.bergmanbeving.com.

Item 14 Election of auditor

The Election Committee proposes re-election of the registered accounting firm Deloitte AB as the Company’s auditor until the end of the next Annual General Meeting.

PROPOSAL BY THE BOARD FOR RESOLUTION ON ITEMS 9b AND 15–18 IN ACCORDANCE WITH THE ABOVE

Item 9b Resolution concerning the appropriation of the Company’s profit or loss as shown in the balance sheet adopted by the Meeting

The Board proposes that the Company’s profits be disposed of so that MSEK 112 (107) is distributed to the shareholders and the remaining MSEK 745 (837) of the Company’s profits be brought forward. This means that the Board proposes to shareholders the distribution of SEK 4.20 (4.00) per share. The proposed dividend corresponds to 49 percent of the Group’s earnings per share for the 2025/2026 financial year. The record date for receiving dividends is 31 August 2026. If the Annual General Meeting adopts the proposal, dividends are expected to be disbursed through Euroclear Sweden AB on 3 September 2026 to the shareholders recorded in the shareholders’ register as of the record date.

Item 15 Resolution on approval of remuneration report

The Board proposes that the Annual General Meeting resolves to approve the Board’s report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Item 16 Resolution regarding the authorisation of the Board to decide on the acquisition and conveyance of treasury shares

The Board proposes that the Annual General Meeting resolve to authorise the Board, prior to the next Annual General Meeting, to acquire a maximum number of Class B shares so that the Company’s holding of treasury shares at no time exceeds 10 percent of the total number of shares in the Company. Acquisitions are to be carried out on Nasdaq Stockholm in accordance with the stock exchange rules and may not be acquired at a price higher than the higher of the price for the most recent independent trade and the highest current independent bid on the trading venue where the purchase is made. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made. Acquisitions are to be paid for in cash and may be carried out on one or more occasions.

The Board also proposes that the Annual General Meeting authorise the Board, prior to the next Annual General Meeting, to divest Class B shares held in treasury by the Company in a manner other than on Nasdaq Stockholm. This authorisation may be utilised on one or more occasions and encompasses all shares held in treasury by the Company at the time of the
Board’s decision. The authorisation also entitles the Board to decide to deviate from the shareholders’ preferential rights and stipulates that payment may be made by other means than money.

The purpose of this authorisation is to be able to adapt the Group’s capital structure and to pay for future acquisitions of businesses and operations using treasury shares. Holdings of treasury shares may also be used to secure the Company’s obligations under the proposed share-based incentive programme and previous incentive programmes.

In accordance with the above, a resolution on the Board’s proposal requires the support of shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the Meeting.

Item 17 Resolution on the issuance of call options on repurchased shares and the conveyance of repurchased shares to executives (“2026 Share-Based Incentive Programme”).

The Board proposes that the Annual General Meeting resolve to adopt a long-term incentive programme, the 2026 Share-Based Incentive Programme (the “Programme”). The Programme, which is proposed to include a total of approximately 40 executives in the Bergman & Beving Group, means participants are offered an opportunity to acquire call options at market price for Bergman & Beving’s repurchased Class B shares in the Company and that participants will, after a two-year period, receive a certain subsidy on the paid premium for the options.

The Board’s proposal also entails the Annual General Meeting approving that the Company, in deviation from the shareholders’ preferential rights, transfers up to 200,000 of the Company’s repurchased Class B shares to option holders at the established redemption price in connection with any exercise of call options (subject to any recalculations). Finally, the Board’s proposal means the Annual General Meeting approves that Class B shares acquired by the Company in line with earlier authorisation can also be conveyed to guarantee the supply of shares in accordance with the proposed Programme.

The Company currently holds a total of 725,043 Class B shares in the Company.

The proposal was prepared by the Company’s Compensation Committee in consultation with the Company’s Board.

The decision to propose the Programme to the Annual General Meeting was taken by the Board. The Company’s directors are not covered by the Programme.

The Programme has the following key conditions:

a) The number of call options issued should not exceed 200,000, corresponding to approximately 0.7 percent of the total number of shares and approximately 0.5 percent of the total number of votes in the Company (including Class B shares owned by the Company). Each call option entitles its holder to acquire one (1) repurchased Class B share in the Company during the period starting 14 September 2029 until 10 June 2030. However, the acquisition of shares may not take place during such a period when trading in shares in the Company is prohibited pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (“Market Abuse Regulation”) or other at any given time equivalent legislation.

b) The acquisition price of shares when exercising call options is to correspond to 120 percent of the volume-weighted average price for the Company’s Class B shares on the Nasdaq Stockholm exchange during the period from 28 August 2026 through 10 September 2026. This redemption price may be recalculated during the maturity of the call option programme under certain conditions.

c) The right to acquire call options shall apply to Group management and another approximately 35 executives of the Bergman & Beving Group with the direct possibility to influence the Group’s earnings.

d) If an individual entitled to receive an allotment refrains, in whole or in part, from acquiring the offered call options then such unacquired call options will be distributed pro rata between the individuals entitled to receive call options who have presented a written application stating that they are interested in acquiring additional call options.

e) The Board is to decide on the final distribution in accordance with the principles presented in Items c) and d) above.

f) A notification to acquire call options must be made not later than 11 September 2026. The Board is entitled to prolong the time for notification to acquire call options.

g) The premium for call options shall correspond to the market value of the call options using an external independent assessment in accordance with the Black & Scholes model. The measurement period for the assessment of the option premium is to be based on the volume-weighted average price for the Company’s Class B shares on the Nasdaq Stockholm exchange during the period from 28 August 2026 through 10 September 2026.

h) Based on a price for the Company’s share of SEK 291.50 and on other market conditions existing on 30 June 2026 and the Board’s proposal for a dividend for the 2025/2026 financial year, the value per option, according to an external independent assessment, has been calculated to SEK 39.55.

i) Issuing call options to employees outside of Sweden is dependent on tax effects, that there are no legal obstacles and that the Board deems that such an issue can take place with reasonable administrative and economic resources. The Board shall have the right to make minor adjustments to the Programme brought about by applicable foreign laws and rules.

j) Call options are freely transferable taking into account pre-emption agreements with the Company. Pre-emption of call options shall be at market value. The Company is entitled to repurchase issued call options.

k) The number of shares that the call options entitle holders to acquire, and the redemption price, may be recalculated due to stock dividends, the consolidation or split of shares, new share issues or a reduction in share capital or similar measures. The time for the conveyance of shares may be brought forward due to a merger or similar measures.

l) To encourage participation in the Programme, a subsidy in the form of a cash gross salary will be made to the holder of the option corresponding to the paid premium for each call option. The subsidy will be paid in August 2028 provided the option holder’s employment within the Group is not under notice of termination or that the call options acquired from the Company have not been divested before this date.

m) The Company has a right to repurchase the call options from the holder if the option holder does not wish to use all acquired call options and reports this to the Company during the redemption period. Acquisitions of options shall be at a price not exceeding the market value at any given time. Repurchases of call options cannot, however, take place during such periods when trading in shares in the Company is prohibited by Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (“Market Abuse Regulation”) or any other applicable legislation in force.

n) Within the framework of the conditions and guidelines stated above, the Board is responsible for preparing and managing the details of the Programme.

o) The complete terms and conditions for the options are presented in an appendix on the Company’s website at www.bergmanbeving.com

The costs of the Programme mainly comprise the subsidy to be paid in August 2028 as above, and the social security fees that will accrue on this subsidy as well as administrative costs for recruiting external consultants and providers of administrative services in connection with the design of the call option programme. The total cost of the subsidy, including social security fees, is estimated at approximately MSEK 8 after corporate tax (based on the market conditions on 30 June 2026). The option premium totalling approximately MSEK 8, which the Company will receive upon the conveyance of the call options, corresponds to the subsidy, which is why the Programme does not entail any material net cost to the Company’s equity.

The grounds for deviating from the shareholders’ preferential rights and the Board’s motives for implementing the Programme are that executives of the Bergman & Beving Group through their own investment can participate and strive for a positive value performance for the Company’s shares and thereby more closely align the interests of these executives with those of the Company’s shareholders. The purpose of the Programme is also to contribute to a long-term increase in share ownership by executives in Bergman & Beving. In addition, the Programme is expected to create the conditions to retain and recruit qualified personnel to the Bergman & Beving Group, provide competitive remuneration and unite the interests of shareholders and executives. The executives included in the Programme are a group that, in an otherwise decentralised organisation, have the opportunity to create a positive impact on earnings through cooperation and efficiency enhancements. Against this background, the Board deems that the implementation of the Programme will have a positive impact on the continued development of the Bergman & Beving Group and that the Programme benefits both shareholders and the Company.

The Company already has three share-based incentive programmes: the “2023 Share-Based Incentive Programme”, the “2024 Share-Based Incentive Programme” and the “2025 Share-Based Incentive Programme”.

As part of the 2023 programme, approximately 20 executives acquired a total of 250,000 call options, which entitle the holders to acquire an equal number of Class B shares in the Company. The redemption price for these call options is set at SEK 181.10 per share and the redemption period is from 9 September 2026 until 4 June 2027. When these 250,000 call options are fully exercised, the number of outstanding Class B shares will increase by 250,000 shares. These 250,000 shares correspond in full to previously repurchased Class B shares in the Company.

As part of the 2024 programme, approximately 20 executives acquired a total of 250,000 call options, which entitle the holders to acquire an equal number of Class B shares in the Company. The redemption price for these call options is set at SEK 378.30 per share and the redemption period is from 10 September 2027 until 2 June 2028. When these 250,000 call options are fully exercised, the number of outstanding Class B shares will increase by 250,000 shares. These 250,000 shares correspond in full to previously repurchased Class B shares in the Company.

As part of the 2025 programme, approximately 25 executives acquired a total of 200,000 call options, which entitle the holders to acquire an equal number of Class B shares in the Company. The redemption price for these call options is set at SEK 395.30 per share and the redemption period is from 11 September 2028 until 8 June 2029. When these 200,000 call options are fully exercised, the number of outstanding Class B shares will increase by 200,000 shares. These 200,000 shares correspond in full to previously repurchased Class B shares in the Company.

The resolution at the Annual General Meeting as proposed by the Board above is only valid if it is supported by shareholders representing at least nine-tenths (9/10) of the votes cast and the shares represented at the Meeting.

Item 18 Resolution on amendments of Articles of Association

According to the current Articles of Association, the Company's objects include dealing in and manufacturing mainly mechanical, chemical, electrotechnical and electronic devices and products, as well as owning and managing companies, real estate and securities. In light of the Company's business and business model, the Board proposes that the objects be modernised and better reflect the Company's current operations. The proposed amendment means that the objects more clearly describe the Company's focus on, directly or indirectly, acquiring holding, managing and developing companies that mainly offer industrial products and solutions to business customers. The amendment is of a clarifying nature and does not entail any change in the Company's business or strategy

Furthermore, to provide the Company with greater flexibility in determining the composition of the Board, the Board proposes that the minimum number of directors be reduced from five to four. The change does not affect the maximum number of directors and does not entail any change to the other requirements applicable to the composition of the Board.

The Board, the CEO or a person appointed by the Board shall be authorised to make the minor adjustments to this resolution that may be required in connection with registration with the Swedish Companies Registration Office.

A resolution in accordance with the Board's proposal above requires the support of shareholders representing at least two-thirds (2/3) of the votes cast as well as the shares represented at the Meeting.

SHARES AND VOTES

The Company has issued a total of 27,436,416 shares, of which 1,060,656 are Class A shares and 26,375,760 are Class B shares, of which 725,043 are held in treasury by the Company. After deducting the shares held by the Company, the total number of votes amounts to 36,257,277. The above information pertains to the conditions at the time this notice was issued.

SHAREHOLDER’S RIGHT TO REQUEST INFORMATION

According to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, upon request from a shareholder and provided the Board determines that it is possible to do so without causing material damage to the Company, the Board and the CEO are required to provide information about any circumstances that could impact the manner in which an item on the agenda is addressed as well as any circumstances that could impact the assessment of the Company’s financial situation. This disclosure obligation also encompasses the Company’s relationships with other Group companies, the consolidated financial statements and any interactions with subsidiaries as described above.

DOCUMENTS

Accounting documents and the auditor’s report and complete proposals of the Board for resolution for dividend according to Chapter 18, Section 4 of the Swedish Companies Act, the Board’s complete proposal of acquisition and conveyance of treasury shares and the statement of repurchase of own shares according to Chapter 19, Section 22 of the Swedish Companies Act, the Board’s report on remuneration 2025/2026 pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, the auditors opinion on remuneration Chapter 8, Section 54 of the Swedish Companies Act, the Board’s proposal for call option programme 2026 and the complete new proposal of Articles of Association will be made available by the
Company on the Company’s website, www.bergmanbeving.com, from 6 August 2026 and will be sent to shareholders who so request and who provide their postal address. The Election Committee’s proposals and reasoned statements are available on the Company’s website, www.bergmanbeving.com from the date of issue of the notice. Other complete documents can be found in respective item in the notice.

Stockholm, July 2026

BOARD OF DIRECTORS

For further information please contact:
Peter Schön, CFO, Tel: +46 70 339 89 99

This information is information that Bergman & Beving AB (publ) is obliged to make public pursuant to Nasdaq Stockholm’s Rule book for Issuers. The information was submitted for publication, through the agency of the contact persons set out above, at 8.00 a.m. CEST on 17 July 2026.

Bergman & Beving, founded in 1906, is a Swedish listed group that acquires and develops leading companies with an eternal ownership horizon. The Group’s autonomous companies work in expansive niches where they provide value-adding solutions for industrial and construction clients. Each company operates with great freedom on the basis of a decentralized management model that has been creating growth, profitability and sustainable development for more than 100 years. Bergman & Beving is listed on Nasdaq Stockholm, has approximately 1,300 employees and a turnover of approximately SEK 5 billion. The Group consists of about 40 companies represented in more than 25 countries. Read more about our operations at bergmanbeving.com.