An extraordinary general meeting was held in Nordrest Holding AB ("Nordrest" or the "Company") on 19 December 2025, at which the shareholders made the following resolutions.
Resolution regarding authorization for the board of directors to resolve on issue of shares, warrants and/or convertibles
The extraordinary general meeting resolved to authorize the board of directors to, up until the next annual general meeting, on one or more occasions, resolve on new issue of shares, warrants, and/or issue of convertibles, with or without deviation from the shareholders' preferential rights, to a number corresponding to a maximum of twenty (20) percent of the total number of shares in the Company at the time when the authorization is first exercised, to be paid in cash, through non-cash consideration and/or through set-off.
The purpose of the board of directors being able to decide on issues without preferential rights for shareholders as described above is primarily to enable the raising of new capital to increase the Company's flexibility or in connection with acquisitions.
The issue of new shares, warrants or convertibles pursuant to the authorization shall be carried out on customary terms under prevailing market conditions. If the board of directors deems it appropriate to enable the delivery of shares in connection with an issue as described above, this may be done at a subscription price corresponding to the quotient value of the shares.
The board of directors, or the person appointed by the board of directors, shall be granted the right to make any adjustments that may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
Resolution on the execution of a related party transaction
The extraordinary general meeting resolved to approve a significant related party transaction between the Company and Thinc Holding 2 AB, reg. no. 556900-1166 ("Thinc") on substantially the terms set out below.
On 2 December 2025, the Company entered into a share purchase agreement with Thinc, SenPh AB, reg. no. 559336-4481, and Ljumb AB, reg. no. 559477-6956 (together, the "Sellers") regarding the Company's acquisition of all 250 shares in TD fastighet AB, reg. no. 559395-5114 ("TD fastighet").
Thinc is controlled and owned by Thomas Dahlstedt, who is also a member of the board of directors and CEO of the Company. As Thomas Dahlstedt is thus an indirect seller of the shares in TD fastighet, Thinc is considered a related party to the Company. The transaction thus constitutes a related party transaction in accordance with the Swedish Securities Council's statement 2019:25.
Thinc, and indirectly Thomas Dahlstedt, owns approximately 75 percent of the shares in TD fastighet. The value that the related party is expected to receive through the transaction amounts to approximately SEK 63 million. The transaction is expected to be completed as soon as possible.
The resolutions in full
For detailed terms regarding the resolutions at the general meeting as set out above, reference is made to the notice and the complete proposals, which are available on the Company's website, holding.nordrest.se.
The information was submitted for publication, through the agency of the contact persons set out below, on December 19, 2025 at 11:25 CET.
For further information, contact:
Thomas Dahlstedt, CEO, Nordrest
Phone: +46 8 627 00 60
E-mail: thomas.dahlstedt@nordrest.se
Mathias Wikell, CFO, Nordrest
Phone: +46 8 627 00 60
E-mail: mathias.wikell@nordrest.se
FNCA Sweden AB is the Company's Certified Adviser on Nasdaq First North Growth Market.
About Nordrest
Nordrest is a specialized food service company focused on natural guest flows and tailored meal solutions through contract-based services. The offerings include customized meal solutions to meet the unique needs and preferences of each client, alongside pre-established brand concepts like Taste by Nordrest, Togo by Nordrest, Pocket by Nordrest, La Girafe, Dinners, and Way Cup. Nordrest operates across various sectors including Armed Forces, Corporate, Education, Campus, Healthcare & Welfare, and Travel. The clientele includes several European defense forces, Swedish governmental bodies, regions, municipalities, and prominent Swedish industrial firms.
