Annual report
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Annual and Sustainability Report 2025
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Netel | Annual and Sustainability Report 2025 We connect the world 2 Operations + Governance + Sustainability Report + Financial statements + Other information + Netel builds critical infrastructure. A vast technological nervous system where every line and facility brings us closer to a more connected society. This expansion is necessary to ensure a future where accessibility and reliability are the cornerstones of security and prosperity. Our proven ability to deliver exactly the expertise needed to meet the changing needs of the world gives us the strength to both develop and maintain critical infrastructure. We exist for a future where technology unites, transforms and improves life for everyone.
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Netel | Annual and Sustainability Report 2025 3Table of contents Contents All data, graphs and tables in the annual report refer to continuing operations, i.e. the Group excluding the UK and the Finnish operations that were divested in 2025. The Board of Directors and the CEO of Netel Holding AB (publ), corporate identity number 559327-6263, hereby submit the annual report for the 2025 finan- cial year for the Parent Company and the Group, which consists of the Directors’ Report (pages 4, 9–12, 14, 16–23 and 27–102) and the financial state- ments together with notes and comments (pages 69–102). The statutory corporate governance report and sustainability report according to the Annual Accounts Act are included in the Directors’ Report (pages 27–33 and 39–67, respectively). The consoli- dated income statement and balance sheet as well as the Parent Company income statement and balance sheet will be adopted at the Annual General Meeting. The Swedish Annual Report is the original docu- ment. In the event of any discrepancy between the original and the English translation, the Swedish original shall take precedence. Operations About Netel 4 CEO comments 5 Our strengths 7 Business model 8 The megatrends 9 Infraservices market 10 Power market 11 Telecom market 12 Benefits we create for our stakeholders 13 Sustainability 14 UN Sustainable Development Goals 15 Financial performance 16 Infraservices Division 18 Power Division 20 Telecom Division 22 The share and owners 24 Governance Corporate Governance Report 27 Board of Directors 32 Management Team 33 Risks and risk management 34 Sustainability Report ESRS 2 General disclosures 40 EU Taxonomy 49 E1 Climate change 52 E2 Pollution 59 E5 Resource use and circular economy 61 S1 Own workforce 63 G1 Business conduct 66 Financial statements Financial statements and notes 69 Proposed appropriation of profits 102 Auditor’s Report 103 Definitions of alternative performance measures 108 Quarterly review 109 Multi-year review 110 Other information Netel’s history 111 Other information 112
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Netel | Annual and Sustainability Report 2025 4 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + About Netel With over 25 years of experience in the development and maintenance of crit- ical infrastructure, we are a leading player in infrastructure services, power and telecom. We are involved in the entire value chain from design and production to maintenance of customer facilities. We are dedicated to securing an accessible and reliable future, where technology unites and transforms society. Netel has been listed on Nasdaq Stockholm since 2021. Revenue by country Revenue, SEK billion 2.9 Annual growth 2010–2025 16.4% Order backlog, SEK billion 4.2 Number of employees 807 SWEDEN NORWAY GERMANY 46% 48% 6% Telecom Division Project manages, builds and maintains fibre and mobile networks in Norway, Sweden and Germany. Read more 45% Share of Group revenue Power Division Project manages, builds and maintains electricity distribution grids in Norway and Sweden. Read more Infraservices Division Project manages and executes civil engineering projects, including district heating, water and sewage systems in Sweden. Read more 34% Share of Group revenue 21% Share of Group revenue Introduction to Netel
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Netel | Annual and Sustainability Report 2025 5 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + 2025 was a challenging year with lower volumes and large impairments in projects that negatively impacted our results. We have launched and implemented strong actions and we enter 2026 with a higher order backlog of SEK 4.2 billion and an organisation that has taken clear steps towards increased stability and profitability. Net sales in 2025 declined 9.3 per cent to MSEK 2,915 as a result of a high proportion of projects in start-up phases and the postponement of forecast volumes in framework agreements. Sales were also impacted by our strategic decision in early 2025 to focus on profitability in project procurements. The volume trend and impairments of completed projects that were overvalued in companies acquired in 2021–2022 led to a decrease in the adjusted EBITA margin to 1.0 per cent. Our underlying business remains stable, and what remains after we exclude the effects from the two underperforming subsidiaries in Sweden and the unusually large volume loss mainly in Sweden, is a highly resilient business with a strong foundation. Even though lower volumes had an impact on earnings for the year, we consider this temporary. Our business model – with a high degree of flexibility and a significant share of subcontracting – means that we can adapt more quickly to changing market conditions. Parts of our operations performed very well in 2025. It is especially gratifying to note that our power operations in Norway continued to improve and grew over 40 per cent during the year with an EBITA margin of over 5 per cent. It confirms that our strategic focus areas are delivering and that we are well positioned to create profitable growth when volumes normalise and the measures we took gener- ate their full effect. In 2025 we took robust measures to strengthen our operational base and increase predictability in our operations. We carried out comprehensive efforts to streamline our organisation and strengthen the parts of operations that have a negative impact on earnings. Early in the year we divested our operations in Finland, and in December we sold our operations in the UK. Both of these operations negatively affected results in recent years and required intense focus from the organisation. Savings strengthen competitiveness In the autumn we scaled up our efforts to restore and strengthen profitability. Our two savings programmes are a key part of this work. The first programme has been fully implemented and will lead to total cost savings of MSEK 25 in 2026. The second programme, which will be rolled out gradually during the year, is expected to generate an additional MSEK 15–25 in savings, with full effect in 2027. These savings programmes are necessary for becoming even more com- petitive in attractive markets. Management changes enhance efficiency As part of the work to boost Netel’s ability to act and to improve profit- ability, we have made changes to the Management Team. We removed a management layer within the divisions and the heads of the business areas now report directly to me. In short, the programmes mean that we will see continued efficiency gains from implementing digital tools as well as improvements to internal processes and follow-up of cus- tomer projects. We also introduced changes at the subsidiaries where the write-downs led to profitability issues. These include a review of the organisations and the addition of new expertise. In 2026, we will also start consolidating subsidiaries to create eco- nomies of scale in administration, premises and resource manage- ment, with the aim of freeing up more time and capacity for winning, managing and developing projects. Powerful action programs implemented to restore profitability after a challenging 2025 CEO comments Jeanette Reuterskiöld President and CEO Key events 2025 • Record high order stock of SEK 4.2 billion • Infraservices signs a record-breaking contract for civil engi- neering works for a new logistics centre in Ludvika, Sweden • Norrköping Municipality new customer for Power in Sweden • Telecom in Sweden expands cooperation with Tele2 covering a larger geographical area and more services • Glitre Nett new customer for Power in Norway, expanding its geographical presence • Infraservices wins new customers – Sigtuna Vatten & Renhållning AB and Järfälla Municipality in Sweden • Telecom in Germany wins new customer – envia Tel – and expands its geographical presence • Infraservices extends and expands contract with Mälarenergi in Sweden • Power renews framework agreement with E.ON in Sweden • Power will upgrade three substations for Elvia in Norway • Power renews framework agreement with Elvia in Norway for emergency services • Operations in Finland and the UK divested “Given these strong, time-specific profitability measures and the market conditions we see today, we expect growth and a margin improvement for the full-year 2026.”
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Netel | Annual and Sustainability Report 2025 6 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Project-driven business Our investors often ask how our business operates and why earnings fluctuate between quarters. It is important to understand that our income statement is based on percentage of completion where revenue and costs, and therefore margins, are divided across the timespan of the projects. In addition to continuous reviews of our projects, we go through all projects in detail and update our fore- casts for the margins for the projects four times a year. It is on these occasions and ahead of concluding a project that our earnings may be adjusted. Forecast adjustments have an immediate impact on the income statement through changed revenue recognition and if a write-down of, for example, 0.5 per cent on EBITA were to arise, it will at that point affect the previously reported results of the entire project, which can have major consequences in individual quarters even if the projects themselves have a profit margin that is in line with our financial goals. Since we have a project-based business, our earnings and cash flow will continue to fluctuate between quarters, and it is important to view our performance over longer time periods in order to gain a fair view. The nature of our business also means that project control, risk control and uniform ways of working related to tendering, follow-ups and forecasts are of key importance to us. These are areas that have been – and continue to be – highly important to me and my Manage- ment Team since I assumed the role of CEO just over two years ago. Owing to this, we have increased control of our subsidiaries’ oper- ations, invested in reporting and governance tools and introduced new procedures for central review and approval of tenders. We are now accelerating this work in 2026 as we consolidate our Swedish subsidiaries within the Group. Strong cash flow in the fourth quarter Netel’s operations follow clear, recurring seasonal patterns related to project life cycles, customer investment plans and weather conditions. These patterns impact volumes, margins and cash flows. Once again, we saw a strong cash flow in the last quarter of the year as projects concluded and final invoicing resulted in increased cash flows during the last months of the year. Cash flow from operating activities amounted to nearly MSEK 100 for continuing operations for the fourth quarter of 2025, which is an excellent performance from our organisation. We remain intensely focused on cash flows. In addition to the divestment of operations in the UK and Finland, we have robust measures in place with the aim of reducing tied-up capital and improving our cash flows in 2026. Significant business success in 2025 Thanks to our dedicated and professional employees, we won a great deal of important business in 2025. Our new strategy of expanding into new customer segments and neighbouring geographical areas also proved successful. Infraservices secured a number of new customers during the year, such as the municipal company Sigtuna Vatten & Renhållning as well as Järfälla Municipality. We strengthened our cooperation with Mälarenergi by extending previous contracts, at the same time signing a new contract for modernising district heating and water systems. Infraservices also won its largest contract ever, worth approximately MSEK 110, which includes civil engineering works for a logistics centre totalling 103,000 m2 in Ludvika in central Sweden. In Power, we won a major new customer, the energy company Glitre Nett, and were able to establish operations in Agder County in southern Norway – a new geographical area for us in Norway. During the year, we announced two new agreements with Glitre Nett, one covering the expansion of a transformer station and the other a multi-year framework agreement for project planning, ground and construction work, as well as high-voltage installations. We also expanded our geographical footprint in central Sweden through a new framework agreement with Norrköping Municipality and announced framework agreements with E.ON in Sweden for project contracting in central Sweden and parts of Norrland. In Telecom, we presented, among other things, a new two-year framework agreement for installation, service and maintenance of Tele2’s broadband network in Sweden. This agreement is more com- prehensive than the previous one, covering a larger geographical area as well as more services. In Germany, we signed an agreement with the leading telecommunications operator in central Germany, envia TEL. With this agreement, Netel gains both a new customer and expands its geographical presence in Germany. We expect these new, attractive agreements, together with the framework agreements we signed in 2025 with Vattenfall in Sweden and Elvia in Norway, among others, to help improve profitability in 2026. Indication 2026 We enter 2026 with a record order backlog of SEK 4.2 billion, of which approximately SEK 2 billion relates to projects in 2026. We also feel con- fident that we can continue to maintain it at a high level given the mar- ket conditions we see today. We are closely monitoring our customers’ investment appetite, and since the latter part of 2025 we have noted a decrease in the investment volume in the telecom market. However, we can adapt to this downturn more easily due to our flexible business model with a high share of subcontracting in our projects. We have a good market position and a strong offering that is based on such factors as our expertise in critical infrastructure and solid and long-term customer relationships. We have a proven successful strategy and clear programmes to improve profitability. Activity in our markets is generally high, and we are participating in many ten- der requests. Given these robust, time-specific profitability measures and the market conditions we see today, we expect growth and a margin improvement for the full-year 2026. CEO comments Summary of our measures to increase profitability • Cost savings of MSEK 25 with full effect in 2026 • Cost savings of MSEK 15–25 with full effect in 2027 • Restructuring of companies with profitability problems • Consolidation of subsidiaries into larger units • Reduction of the number of managerial levels • Improvement of internal processes and follow-up • The UK and Finnish operations divested in 2025 MSEK unless otherwise stated 2025 2024 Change Net sales 2,915 3,214 -9.3% EBITA -5 164 EBITA margin -0.2% 5.1% -5.3 Adjusted EBITA 28 181 -84.4% Adjusted EBITA margin 1.0% 5.6% -4.6 EBIT -13 157 EBITA margin -0.5% 4.9% -5.4 Earnings for the period -90 64 Earnings per share before and after dilution, SEK -1.86 1.31 Cash flow from operating activities -30 116 Net debt 786 662 18.7% Net debt/adjusted EBITDA 7.6 2.8 4.8 Order backlog, SEK billion 4.2 3.8 9.2% Number of employees at year-end 807 773 4.4% The year in figures Continuing operations Jeanette Reuterskiöld President and CEO
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Netel | Annual and Sustainability Report 2025 7 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Proven growth strategy Many of our customers have ambitious investment plans and we have a proven track record of both expanding and extending our agreements with existing customers. In 2025, we continued to win new customers across all divisions and we successfully delivered on our strategy to expand into neighbouring geo- graphic regions in Sweden, Norway and Germany. We see many attractive opportunities to continue to grow through both existing and new customers. Focus on profitability We are currently implementing an action programme that will generate cost savings of MSEK 25 with full effect in 2026 and MSEK 15–25 with full effect in 2027. These measures include reducing the number of mana- gerial levels and improving internal processes. We have also restructured subsidiaries with profitability problems and will consolidate our Swedish sub- sidiaries into larger units in 2026. The digital tools and systems we have introduced in recent years will continue to improve efficiency and profitability. High order backlog The continued high order backlog of SEK 4.2 billion reflects healthy markets and is clear confirmation that we have an attractive offering and a strong market position. The order backlog extends into 2028 with the majority covering 2026–2027 and approximately SEK 2 billion covering 2026. We feel confident that we can continue to main- tain it at a high level given the market conditions we see today. The order backlog of SEK 4.2 billion relates only to continuing operations. Powerful megatrends Our markets are driven by three powerful megatrends: climate change, digitalisation and the need to modernise water and sewage systems. Climate change is resulting in the electrification of society and the expansion of the capacity of electrical grids. Digitalisation requires increased capacity in data networks. Large parts of the water and sewage systems in Europe are obsolete and in urgent need of moder- nisation. These megatrends put us in a good position to continue growing in the long term. Skilled employees Our success depends on the skills and dedication of our employees. We foster motivation through freedom with responsibility, short decision-making paths and close dialogue between our employees. We create a good working environment by offering further development and safe workplaces. Our managers take clear responsibility for both daily operations and every employee’s well-being and development. With motivated, competent employees and good managers, we can continue to develop and grow our business. Focus on sustainability We are continuing to develop our sustainability work and our cooperation with suppliers and customers to support each other in achieving our respective climate targets. With a high level of sustainability awareness, we can create a strong employer brand, motivated employees and healthy customer relationships. With active sustainability work and science-based climate targets, we have created the necessary prerequisites for continuing to be a sought-after supplier of critical infrastructure. Our strengths Our strengths Netel | Annual and Sustainability Report 2025 7
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Netel | Annual and Sustainability Report 2025 8 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Business model Netel creates value through a well-founded business model. We offer design and civil engineering works in areas critical to society, such as electricity, telecommunications, water and sewage. The markets for critical infra- structure are driven by three powerful megatrends: electrification, digitalisation and the need to modernise the infrastruc- ture. Our customers are energy companies and telecom operators, municipalities and large industrial companies. These are companies that meet a steady demand and generate stable cash flows. They prioritise reliable, experienced suppliers with whom they can work on a long-term basis. We have skilled staff with solid specialist expertise in critical infrastructure. This, combined with the employees’ sound knowledge of, for example, local regula- tions and ground conditions, means that Netel stands for safe and secure deliveries. In our 25 years in business, we have built a local presence in our markets through both organic growth and acquisitions. A strong local presence allows us to be close to our customers and to ensure strong knowledge of local conditions, which are important competitive advantages. Our civil engineering work requires access to and knowledge of handling heavy construction machinery, high voltage work and working in sensitive environments. To guarantee the quality of our projects, we need to work with the best subcontractors. Strong awareness of sustainability with respect for the environment, climate and human rights is a prerequisite for creating good long- term customer relationships. Our values permeate our operations. Our success depends on the skills and dedication of the em- ployees. To motivate our staff, we need to provide safe, secure working environments with short decision-making paths and respect for individuals and the environment. Critical infrastructure Stable customers Specialist expertise Local presence Competent subcontractors Sustainability in everything we do Sound values Business model
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Netel | Annual and Sustainability Report 2025 9 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 9The megatrends Growth driven by powerful megatrends We operate in sectors whose functions are critical for society. These functions – telecom, electricity, district heating, water and sewage – are affected by three powerful megatrends: electrification, digitalisation and the need to modernise the infrastructure. Electrification Climate change is today’s biggest issue, which is driving new trends in society that have a major influence on the power networks. It is necessary to update the capacity in power networks in order to manage the transition to electricity-driven transportation and meet the needs of major industries that want to switch to electricity- based production. The introduction of more renewable energy sources, such as solar panels, also requires investments in the power networks. As the number of energy sources climb, demand for greater flexibility in the power networks increases, which in turn requires investments in capacity and new technology. Digitalisation Digitalisation means that telecom has now become critical infrastructure for society and a prerequisite for continued digital development. The demand for capacity, availability and security is continuing to rise as data traffic grows rapidly, fibre and 5G are rolled out and industry and the public sector continue to digitalise. The market is characterised by high levels of investment, long-term projects and higher demands for robustness, security and sustain- ability. The focus has shifted from solely roll-out to an end-to-end view of the network lifecycle – from planning and construction to operation and maintenance. Modernisation of infrastructures There is a vast need to modernise infrastructure in Europe in the areas of power, district heating, water and sewage. Many networks are at the end of their life cycle. Some networks are more than 70 years old and in urgent need of being replaced or modernised. In the power area, the needs for renewal of the networks are very great and the networks must be replaced even if only to maintain current capacity. Sweden’s water and sewage treatment plants and pipeline networks are so neglected that the water supply risks becoming a societal crisis.
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Netel | Annual and Sustainability Report 2025 10 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 10Infraservices market Major investments are needed in water and sewage to avoid a societal crisis The investment needs in the Swedish water and sewage network are estimated to be SEK 560 billion. If these investments are not made, Sweden risks a major societal crisis. In a research report, the industry organisation Svenskt Vatten analysed the investment needs in the infrastructure for water between 2022 and 2040. The need is estimated at SEK 31 billion per year and the report notes that the current rate of investment is around SEK 20 bil- lion per year. This means that Sweden under-invests by around SEK 10 billion every year and that the investment shortfall is growing rapidly. The high investment needs are driven by several factors, including population growth, climate change and new EU directives. There is also a great need to modernise infrastructure for water and sewage. The municipal infrastructure for water and sewage began to be built in the mid-19th century and Svenskt Vatten notes that there are still pipes from that time. As a result of climate change, some municipalities no longer have a reliable supply of raw water. Climate change also means that the sewage systems must be designed in other ways to be able to handle the changed precipitation. In the report, Svenskt Vatten concludes that the water supply is at risk of becoming a major societal crisis. If the infrastructure for water is not renovated and upgraded, Sweden’s residents may suffer leakages, taps running dry and pollution in the water, which leads to health risks and high societal costs. Source: Svenskt Vatten, 2023 Waterworks Wastewater treatment plants Pipeline network Annual investment needs, SEK billion 5 917
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Netel | Annual and Sustainability Report 2025 11 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Across Europe, the electrification of society is underway, driven by both EU and national regulations. To facilitate the transition to a fossil-free society, major investments must be made in the electrical grid. Digitalisation,with more data centres, for example, also requires higher capacity in the electricity networks. In Sweden alone, engineering consultancy company Sweco estimates it will require investing a total of SEK 945 billion in the electrical grid through to 2045. Most of the investments must be made in the next ten years in order to manage capacity increases and replace the old outdated infrastructure. Sweco’s calculated total investment needs includes transmission, regional and local networks. Netel’s operations are focused on regional and local networks that will demand the investment of significant amounts. E.ON Sverige, one of Sweden’s largest electricity grid companies, confirms that the capacity of Sweden’s electricity grid must be doubled by 2040. E.ON is therefore investing SEK 27 billion between 2024 and 2027 in its regional and local networks to enable the green transition and eliminate bottlenecks. Vattenfall Eldistribution, also one of Sweden’s largest electricity net- work companies, is investing SEK 8–10 billion every year in strength- ening and improving the electricity grid to meet the needs of network capacity, electricity and delivery quality. These investments are also necessary to adapt the grid to future needs, including the electrification of the transport sector and industrial processes. The energy company Ellevio is accelerating its investments in mod- ernisation and capacity increases and plans for an annual investment level of SEK 7 billion in 2027. In Norway, the organisation Renewables Norway, estimates that approximately NOK 100 billion will be invested in regional and local networks up until 2031, with NOK 40 billion invested in regional net- works and NOK 40 billion in local networks. Power market Multi-billion investments in power for a fossil-free society The investment needs in the Swedish power network are estimated to be SEK 945 billion by 2045. These investments are a prerequisite for achieving a fossil-free society. Netel | Annual and Sustainability Report 2025 11
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Netel | Annual and Sustainability Report 2025 12 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Telecom market The telecom market – a critical, long-term growth sector Netel | Annual and Sustainability Report 2025 12 Long-term investment plans are a hallmark of the telecom market, with priority given to reliability, resilience, and life-cycle responsibility. The telecom market is one of society’s most fundamental infra- structures. Digitalisation, increasing data traffic and new technical applications are continuing to drive the need for robust, secure and high-performance communication networks. Developments are taking place in a market environment that features lower investment levels, technological complexity and stricter regulatory requirements. The fibre and 5G roll-out is still a focal point for market participants. Fibre is the backbone of the digital infrastructure for both fixed con- nections and mobile networks. At the same time, mobile networks are evolving from primarily concentrating on coverage to enabling high capacity, low latency and new services that are critical to society and businesses. Long-term investment plans are the hallmark of the market, with priority given to reliability, resilience and life-cycle responsibility. Tele- com infrastructure is increasingly considered a critical function for society, which entails high demands on robustness, redundancy and security. Geopolitical factors and cyber security have become import- ant parts of decision-making processes and network architecture. Meanwhile, demands for sustainability are rising. Energy efficiency, climate impact and responsible construction are integral parts of modern-day telecom projects. In combination, this results in a market where technical expertise, the quality of implementation and long- term partnerships are vital for success.
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Netel | Annual and Sustainability Report 2025 13 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Benefits we create for our stakeholders Benefits we create for our stakeholders As a leading player in planning, development and maintenance of infrastructures critical to society, Netel creates significant direct and indirect values. The direct values are created through our 807 employees in three countries and subcontractors who primarily carry out the civil engi- neering and assembly work in the projects. In that we often use local resources in our projects, we generate positive economic and envi- ronmental gains for society. Our business is characterised by a high level of responsibility for the environment and occupational health and safety, and we endeavour to reduce transports, lower the amount of waste, boost material recycling and use green resources. With our over 25 years in the industry, we have amassed solid expe- rience in infrastructure projects and our activities have a significant positive impact on society. The projects in power are driven by the electrification of society and increased digitalisation. The expansion of telecom promotes inclusion and cultivates opportunities for sustain- able social development. Well-functioning, effective infrastructures for district heating, water and sewage cultivate opportunities for healthy living environments and growing communities. All information pertains to continuing operations. Stakeholder Type of value Value created Added value created Customers Net sales MSEK 2,915 (3,214) We provide high-quality services quickly and efficiently at the same time that we strive to establish close customer collaborations and long-term customer relationships. Employees Salaries, remuneration and pension 597 (562) We offer a stimulating and safe work environment with short decision-making procedures, high safety awareness and many opportunities for growth and development. Subcontractors and suppliers Purchasing of materials, products and services MSEK 1,821 (2,059) We are an attractive partner that seeks out long-term supplier relationships and offers many opportunities for subcontractors and suppliers to deliver high quality and in turn create safe, stimulating work environments. Society Social security contributions and tax paid MSEK 144 (149) We use local subcontractors and suppliers which generates jobs in many geographical locations and in places outside the big-city regions. We have a high level of safety awareness and offer safe work sites. We have a sustainability focus, prioritise renewable resources and strive constantly to minimise the envi- ronmental impact of projects. Our customer projects typically have a positive environmental impact through more efficient energy use, greater inclusion in society and healthy living environments.
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Netel | Annual and Sustainability Report 2025 14 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 Sustainability work strengthens our competitiveness Through our sustainability work, we are building a strong brand and helping to achieve the Paris Agreement. 14Sustainability At Netel, sustainability is an integrated part of the business strat- egy and permeates our daily work. Everything that we do is to be done in a responsible and sustainable way, adhering to high ethical standards. We also place extensive demands on our subcontractors and suppliers. For us, high ethical standards, good work conditions and environmental responsibility are priority issues that have always distinguished the business. We have issued our first sustainability statement according to the European Sustainability Reporting Standards (ESRS) for 2025, which increases the transparency, comparability and governance of our sustainability work. In 2025, we continued to develop our sustainabil- ity efforts by further refining data collection, establishing Group-wide processes and setting targets for our material sustainability matters. As an integrated part of our sustainability work, we systematically monitor our climate targets that have been validated by the Science Based Targets initiative (SBTi). Netel is a UN Global Compact signatory and supports to the prin- ciples regarding human rights, labour, environment and corruption. The UN Global Compact’s principles and a number of international guidelines form the basis of our Code of Conduct that extends to both employees and recurring major subcontractors and suppliers. These guidelines include, among other things, the International Bill of Human Rights, the ILO (International Labour Organisation) Decla- ration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises.
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Netel | Annual and Sustainability Report 2025 15 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Our contribution to the UN Sustainable Development Goals We contribute in several ways to the sustainable development goals (SDGs). Here we present the UN Sustainable Development Goals to which Netel contributes most and for which we are actively working. More information about our sustainability targets can be found in the Sustainability Report. Goal 7 Affordable and clean energy 7.1 Ensure universal access to affordable, reliable and modern energy services 7.2 By 2030, increase substantially the share of renewable energy in the global energy mix Goal 7 aims to give everyone access to sustainable, reliable and renewable energy and clean fuels. We develop both large and small energy projects that contribute to increasing the share of renewable energy and more energy efficiency. By securing the dis- tribution capacity in the power networks, we contribute to sustainable social development. Netel’s target: Climate targets validated by the SBTi Goal 8 Decent work and economic growth 8.8 Protect labour rights and promote safe and secure working environments of all workers Goal 8 aims to promote sustainable, inclusive and substantial economic growth, full and productive employment with decent work for all. We promote a safe and secure work environment for everyone, including its own employees as well as those of subcontractors and suppliers. Netel’s target: No workplace accidents Goal 9 Industry, innovation and infrastructure 9.1 Develop sustainable, resilient and inclusive infrastructures 9.4 Upgrade all industries and infrastructures to make them more sustainable 9.c Access to information and communica- tion technology for all Goal 9 aims to build resilient infrastructure, promote inclusive and sustainable industri- alisation and foster innovation. We plan and develops infrastructures for telecom, power networks, district heating and water and sew- age. We make it possible for everyone to have access through modern and efficient services through its projects. Netel’s growth depends on investments in infrastructure. Netel’s target: Annual organic growth of 3–5 per cent. Goal 11 Sustainable cities and communities 11.3 Inclusive and sustainable urbanisation Goal 11 aims to make cities and human settle- ments inclusive, safe, resilient and sustainable. We build smart, sustainable communities with access to clean energy and reliable infrastructures for telecom, energy supply, water and sewage. Netel’s growth depends on investments in infrastructure. Netel’s target: Annual organic growth of 3–5 per cent. Goal 13 Climate action 13.3 Improve education, awareness-raising and human and institutional capacity on climate change mitigation, adaptation, im- pact reduction and early warning Goal 13 aims to take urgent action to combat climate change and its impacts. We work to lower emissions in its operations by making transports more efficient and increasing the use of renewable energy. Netel’s target: Climate targets validated by the SBTi Goal 16 Peace, justice and strong institutions 16.5 Combat corruption and bribery Goal 16 aims to promote peaceful and inclu- sive societies for sustainable development, provide access to justice for all and build effective, accountable and inclusive institu- tions at all levels. We foster transparency both internally and among subcontractors and suppliers in order to provide fair conditions and compliance free from tax evasion, social dumping and corruption. We have zero tolerance for bribery, corruption, fraud and money laundering throughout the value chain. Netel’s target : No suspected or confirmed violations concerning bribery, corruption, fraud or money laundering UN Sustainable Development Goals
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Netel | Annual and Sustainability Report 2025 16 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Net sales Net sales declined 9.3 per cent to MSEK 2,915 (3,214) as a result of the high proportion of projects in start-up phases in all divisions, fewer major con- tracts in the production phase and lower volumes. Volumes in the Infraservices and Telecom divisions were impacted by the Group’s decision in early 2025 to focus on profitability in project procure- ments. Net sales increased during the year for Pow- er in Norway and Telecom in Germany. Exchange rate effects had a negative impact of 2 per cent. Earnings EBITDA decreased 68.2 per cent to MSEK 71 (222), with an EBITDA margin of 2.4 per cent (6.9). EBITA decreased to MSEK -5 (164) and the EBITA margin amounted to -0.2 per cent (5.1). Profitability was main- ly impacted by lower volumes and impairments of projects in subsidiaries in Infraservices and Power in Sweden, all of which were acquired in 2021–2022. Adjusted EBITDA decreased by 56.9 per cent to MSEK 103 (240), with an adjusted EBITDA margin of 3.5 per cent (7.5). Adjusted EBITA decreased 84.4 per cent to MSEK 28 (181), and the adjusted EBITA margin was 1.0 per cent (5.6). Adjustments were made for items affecting comparability of MSEK 33 (18) concerning restructuring costs, including costs for the divestments of the operations in Finland and the UK as well as costs attributable to the pro- cess for new financing agreements. Adjustments were not made for the earnings effect from the im- pairments of projects in both subsidiaries totalling MSEK -63, since these were not classified as items affecting comparability. For a reconciliation of the Groups’ earnings excluding these two subsidiaries, see note 36 Discontinued operations. Earnings from the operations in the UK and Finland are reported as earnings from discontinued operations. Depreciation and amortisation amounted to MSEK -84 (-65). Net financial items amounted to MSEK -78 (-77). Interest expenses amounted to MSEK -60 (-65), of which MSEK -3 (-3) was attributable to lease liabilities. Earnings before tax decreased to MSEK -91 (81). Earnings after tax declined to MSEK -90 (64). Tax amounted to MSEK -2 (-10), leading to an effective tax rate of -1.1 per cent (21.0). Tax for the period is affected negatively by limitations on interest deductions in 2025. Net income discontinuing operations, including capital gains from divestment, amounted to MSEK -27 (-111). Loss after tax including discontinued oper- ations amounted to MSEK -117 (-47). Cash flow Cash flow from operating activities amounted to MSEK -30 (116) for continuing operations. Including discontinued operations, cash flow from operating activities amounted to MSEK -46 (59). Cash flow from operating activities is affected by operations with lower profitability and negatively affected by larger projects in the start-up phase, where Netel initially incurs costs in its projects, produces and thus ties up capital before invoicing milestones are reached. Cash flow from investing activities for the year was MSEK -17 (-160). Including discontinued opera- tions, cash flow from investing activities amounted to MSEK -20 (-162). Cash flow from financing activities amounted to MSEK 9 (-82). Including discontinued operations, cash flow from financing activities amounted to MSEK 16 (-89). Cash flow for the year amounted to MSEK -39 (-129). Including discontinued operations, cash flow for the year amounted to MSEK -51 (-192). Financial position Cash and cash equivalents amounted to MSEK 205 at year-end. Unutilised available credit facilities amounted to MSEK 137, which together with cash and cash equivalents means a total of MSEK 342 in available funds. Growing order backlog during a financially challenging year 2025 was a challenging year, with lower volumes and large write-downs in projects that had a negative impact on earnings. Measures were launched and implemented in autumn 2025 to reduce costs by MSEK 25 in 2026 and MSEK 15–25 in 2027. These measures are presented in the CEO’s comments on pages 5–7 and in the sections on the divisions on pages 18–23. Financial performance 0 1000 2000 3000 4000 Net sales, MSEK Infraservices Power Telecom 2021 2022 2023 2024 2025 0 1 2 3 4 5 Order backlog, SEK billion 2021 2022 2023 2024 2025 0 50 100 150 200 250 0% 2% 4% 6% 8% Adjusted EBITA, MSEK Adjusted EBITA margin, % Adjusted EBITA and adjusted EBITA margin 2021 2022 2023 2024 2025 -100 0 100 200 300 Including discontinuing operations Operating cash flow, MSEK 2021 2022 2023 2024 2025
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Netel | Annual and Sustainability Report 2025 17 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Net debt, which is defined as current and non-current interest-bearing liabilities from credit institutions less cash and cash equivalents and current investments, amounted to MSEK 918 at the end of the year. The leverage ratio calculated in accordance with the Group’s financial target was a multiple of 7.6 at the end of the year, which is above the capital structure target in the medium term. At the end of 2025, all covenants for the external financing were met. Current and non-current interest-bearing liabilities primarily comprise bank financing and lease liabil- ities. These commitments amounted to MSEK 1,123 at the end of the year. Total assets amounted to MSEK 2,737 and equity amounted to MSEK 971. Dividends Netel’s policy is a pay out ratio of 40 per cent of net profit. The proposed dividend is to take Netel’s financial position, cash flow, mergers and acqui- sitions and organic growth opportunities into consideration. The Board proposed to the 2026 Annual General Meeting that no dividend be paid to shareholders for the 2025 financial year. Discontinued operations On 30 June 2025, Netel announced the sale of its Finnish operations to a group of private investors. The Finnish operations have been recognised at a negative value in the balance sheet, and the purchase price amounted to EUR 1. The sale has no significant impact on Netel’s financial results and position. On 11 December 2025, Netel sold its operations in the UK to its local management. The operations, acquired in 2022, had demonstrated negative growth and losses in recent years. The purchase price amounted to GBP 1 and the sale resulted in a reported loss of MSEK 17 for the fourth quarter of 2025, but positive cash flow of approximately MSEK 2 after the repayment of loans. For more information on the accounting policies and reporting of the income statement, balance sheet and cash flow for discontinuing operations, see the Note Significant accounting policies and the Note Reports of discontinued operations. Com- ments in this report refer to continuing operations unless otherwise stated. Our seasonal patterns Netel’s operations follow clear, recurring seasonal patterns related to project life cycles, customer invest- ment plans and weather. These patterns impact volumes, margins and cash flows between quarters. Financial performance 0 100 200 300 400 500 600 700 800 900 0 1 2 3 4 5 6 7 8 Net debt, MSEK Net debt/EBITDA, multiple Net debt, MSEK 2021 2022 2023 2024 2025 Quarter 1 Traditionally the weakest quarter in our industry. Projects often take longer due to winter weather, many others are in the start-up phase, which means more planning and designing but less invoicing. This normally leads to lower sales and results compared with the rest of the year. Cash flow is often weak or negative at the beginning of the year, since costs are incurred before any major invoicing can take place. Quarter 3 Stable peak season with high production intensity. Usually one of our most stable quarters. The summer months allow for efficient production, especially in ground- work. Results improve as volumes increase and projects mature. However, quarter 3 is impacted by vacations, which can impact negatively. Like in quarter 2, cash flow in this quarter varies with production phase and project mix. Quarter 2 Increasing volumes and transition to produc- tion but dependent on weather conditions for start of production. More projects enter the production phase, meaning higher volumes. Sales gradually increase and results improve as projects enter the field. Quarter 2 is normally a quarter with more stable growth compared to quarter 1. Cash flow follows production phases, and we make use of working capital as production increases, and is still dependent on the project mix. Quarter 4 The strongest quarter of the year, notably the most profitable quarter with the strongest cash flow. Many projects reach their closing phase, generating large invoices. This pattern repeats annually. Quarter 4 is often the quarter that carries the full-year results, especially during large project deliveries.
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Netel | Annual and Sustainability Report 2025 18 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Our offering in Infraservices includes project managing and installation of district heating, water and sewage. We also carry out various groundwork contracts. The Infraservices Division currently operates in Sweden and has a strong position in central Sweden. Its customers are municipal and private owners of energy, water, sewage and environ- mental infrastructure, as well as real estate and construction companies. Assignments in Infraservices’ market are often smaller but more numerous than projects in our other divisions, Power and Telecom. A significant share of the assignments are carried out through framework agreements. The underlying market is healthy with high activity, particularly in the municipal and governmental sectors, but competition is very fierce, which impacts Netel’s growth as a consequence of our strategic decision to focus on profitability in project procurements. Local competition has intensified in recent years since actors that previously focused on the housing market sought municipal contracts. We performed well in the competition, with a good track record of winning new projects thanks to local knowledge, long-standing customer relation- ships and a good reputation. Key events 2025 One of the major projects we won during the year was a new framework agreement with the municipal company Sigtuna Vatten & Renhållning AB. The agreement includes, among other things, the expansion and modernisation of the water and sewage network in Sigtuna Municipality. We also announced a new framework agreement with Järfälla Municipality covering land remediation and restoration of areas, including former boat storage sites. In the summer, we presented an agreement with Mälarenergi involving the renewal of heating and water systems for a value of approximately MSEK 50. We have already established collabora- tions with Mälarenergi in the power sector. At the end of the year, Infraservices signed its largest ever contract. This contract, worth approximately MSEK 110, involves Infraservices delivering civil engineer- ing works for a logistics centre totalling 103,000 m2 in Ludvika. Earnings 2025 Sales were impacted by the high proportion of projects in start-up phases, the postponement of forecast volumes in framework agreements and by our decision to focus on profitability in project procurements. Profitability was impacted by lower volumes and write-downs of older projects in a Swedish subsidiary after a review towards the end of the projects found them to be overvalued. Operations in the Swedish subsidiary had an impact of MSEK -31 on EBITA for the full-year 2025. The division is carrying out measures to improve project control, increase risk control and facilitate more uniform ways of working for tenders, follow- ups and forecasts. New division management is in place to ensure continued work on control and governance as well as consolidation of subsidiaries in Sweden. Infraservices Division Infraservices We ensure access to clean water and enable societies to grow sustainably by building and modernising the infrastructure for district heating, water and sewage. MSEK, unless otherwise stated 2025 2024 Change Revenue 605 844 -28.4% EBITA margin -2.7% 6.4% -9.1 Share of framework agreements 23.3% 25.4% -2.1 Number of employees 124 165 -24.8% The number of employees is measured as average full-time equivalents over the year.
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Netel | Annual and Sustainability Report 2025 19 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Infraservices – examples of contracts won in 2025 Sigtuna – a new municipal customer Sigtuna is a picturesque town on the shores of Lake Mälaren and a market town dating back thou- sands of years. The town now has almost 53,000 inhabitants and about 2,200 new residential prop- erties will be constructed over the next few years. In 2025, our subsidiary JR Markteknik signed a new framework agreement with the municipal compa- ny Sigtuna Vatten & Renhållning AB that includes among other things the expansion and moderni- sation of the water and sewage network. The new framework agreement runs for three years, with the possibility of extension for up to five years. “This is a new customer and a new geographical area for us. We are looking forward to supporting Sigtuna as the municipality’s continues to expand and develop critical infrastructure,” says Robert Carlsson, CEO of JR Markteknik. New areas of responsibilities for Mälarenergi Mälarenergi is owned by the City of Västerås and supplies electricity, district heating, water, district cooling, and communication solutions, primarily in the Mälardalen region. The company also sells electricity to private and corporate customers throughout Sweden. We have already established collaborations with Mälarenergi in the power sector and in 2025 our subsidiary Morberg was entrusted with the assignment of renewing heating and water systems. The projects will run for two years with a total contract value of approximately MSEK 50 and involves excavation and installation of culverts for heating and domestic water systems for nearly 400 property owners. “The factors for the success of these new projects are planning and communica- tion – two of our key strengths,” says Niklas Ehrlin, CEO of Morberg. We improve public transport in Örebro Örebro, located about 200 km west of Stockholm and with a population of about 160,000, is investing in public transport. To improve public travel, Örebro has chosen to develop a BRT (Bus Rapid Transit) system with the name City line. The City line has electric buses with high frequency, dedicated lanes, centrally located stops and priority at traffic signals. For the passengers, this means that the buses run faster, more often and with greater punctuality. In this way, congestion and queues are reduced while air quality improves without the municipality having to build new roads. Our subsidiary Brogrund Mark is involved in the construction of stops, lighting and safe passages, among other things. This extensive work is also coordinated with water and sewage to secure the water supply for Örebro residents. “This is an important project for Örebro where we are helping to build a more sustainable infrastructure system,” says Andreas Atienzo, CEO of Brogrund Mark. Järfälla – a new municipal customer Järfälla is a growing municipality at Lake Mälaren with large natural areas and beaches. With the extension of the underground rail to Barkarby, the municipality will become an important hub for the whole of north-western Stockholm. An important aspect for the municipality is improving access to coastal areas and improving the quality of water by removing pollution. We have solid experience of carrying out work in sensitive environments and our subsidiary JR Markteknik was therefore able to sign a new frame- work agreement with Järfälla Municipality in 2025. The company will perform land remediation and restoration, including at former boat storage sites. The agreement runs for two years with the possi- bility of a two-year extension. New logistics centre in Ludvika – our largest contract ever In autumn 2025, Brogrund Mark won the contract for civil engineering works for a new logistics centre of a total of 103,000 m3 in Ludvika. With a value of approximately MSEK 110, this is Infra-services’ largest contract to date. The project started around year-end and is expected to be completed by the beginning of 2027. The project involves ground and civil engineering works on the site, including among other things ground preparation, installation of stormwater and sewage systems, rock blasting, hard surfaces and construction completions. “We are proud to have been entrusted to carry out this project,” says Andreas Atienzo, CEO of Brogrund Mark. “We look forward to a rewarding partnership with our customer Lindesbergs Bygg AB, which is the contracting party of the developer Torngrund Group AB.”
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Netel | Annual and Sustainability Report 2025 20 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Our offering in Power includes the design, plan- ning, construction and maintenance of electricity distribution networks up to 400 kV. We also design, install and maintain power and electricity supplies for railways and underground rail. We have Power operations in Sweden and Norway. In Sweden, we have a strong presence mainly in central Sweden, including the Stockholm area. Customers include E.ON, Svenska Kraftnät, Vattenfall Eldistribution and many municipal elec- tricity companies and construction companies. In Norway, we have a strong position in the south-eastern parts of the country. In 2024, we made important strategic decisions by broadening our customer base to industrial companies and expanding our offering to geographically nearby counties. The results could be seen quickly with the addition of a new industrial customer, Green Mountain, and the expansion of Elvia’s geograph- ical area of responsibility. In 2025, we continued to deliver on our strategy, winning a new customer, Glitre Nett, and establishing operations in Agder Country. We also expanded our geographical pres- ence in central Sweden during the year. Key events 2025 We announced two agreements with our new customer Glitre Nett. One was for the expansion of a substation and the other for project planning, ground and construction work, as well as high- voltage installations in Agder County. With this agreement, we have laid the foundation for a new organisation and presence in Agder County. We also expanded our geographical presence in central Sweden with a new three-year framework agreement with Norrköping Municipality for the installation and maintenance of road lighting. In addition, we presented a new five-year framework agreement with E.ON in Sweden with a total value of MSEK 330 for project contracting in the areas of Örebro, Norrköping, Eastern Småland, and parts of Northern Norrland. Earnings 2025 Net sales declined as a result of a high proportion of projects in start-up phases in Sweden. Growth in Norway was strong and was positively impacted by the strategic decision in 2024 to expand opera- tions both geographically and with new customer segments. Profitability was impacted by write-downs from completed projects or projects in end stages that started in 2022 in a Swedish subsidiary and a high proportion of project starts, lower volumes and the project mix in Sweden. In previous years, Power in Sweden has had a larger share of power station projects with high profitability in the project mix. Profitability is expected to improve in 2026 in part through contributions from recently signed, major framework agreements as well as a new manage- ment team and improved project control in the company with project write-downs. The division’s structure is also being enhanced by reducing the number of managerial levels and consolidating our subsidiaries in Sweden. Power Division Power We build and maintain the electricity supply and create the conditions for an electrified, emission-free society. MSEK, unless otherwise stated 2025 2024 Change Revenue 989 1,005 -1.6% - Sweden 492 653 -24.7% - Norway 497 352 41.0% MSEK, unless otherwise stated 2025 2024 Change EBITA -4 76 EBITA margin -0.4% 7.6% -8.0 Share of framework agreements 28.8% 24.5% 4.3 Number of employees 256 213 20.2% All information pertains to continuing operations. The number of employ- ees is measured as average full-time equivalents over the year.
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Netel | Annual and Sustainability Report 2025 21 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + New assignments and new organisation in southern Norway The energy company Glitre Nett maintains the electricity grid in Agder, Buskerud and Hadeland in southern Norway with approximately 320,000 customers. To meet the electri- fication of society and ensure a stable and efficient power supply, Glitre Nett is investing in capacity and modernisation of the electricity grid. In 2025, our subsidiary Nett-Tjenester signed its first agreement with Glitre Nett, covering the expansion of a transformer station in Spikkestad, southwest of Oslo. The agreement was followed by a new multi-year framework agreement with Glitre Nett for planning, ground and construction work, as well as high-voltage installations. “This shows that our geographical expansion is successful,” says Lars-Erik Sundell, CEO of Nett-Tjenester. “In 2025, we built a new organisation in Mandal in Agder County that now employs about twenty people, laying the foundation for further investments in the region.” Supplier of E.ON – a leading European energy company E.ON is one of Europe’s largest energy companies, supplying electricity, heating and smart energy solutions to just over one million customers in Sweden. E.ON is working to electrify society and meet the energy needs of the future. In 2025, our subsidiary Oppunda Kraftkonsult signed a new five-year framework agreement with E.ON with guaranteed volumes totalling MSEK 330. The framework agreement covers project contracting for local networks in central Sweden. Power – examples of contracts won in 2025 New assignments for Elvia, Norway’s leading energy company Elvia is responsible for supplying electricity to almost two million people in the counties of Oslo, Innlandet, Akershus and Østfold. The power grid area is the largest in Norway, covering an area big- ger than Denmark. Elvia therefore plays a central role in the electrification of Norway. In 2025, our subsidiary Nett-Tjenester signed an agreement worth approximately MNOK 70 with Elvia to up- grade the substations in Gjestad, Dal and Garder. Nett-Tjenester is responsible for design, materials and installation. The projects will start in 2025 and are to be completed in the first quarter of 2027. The upgrades are part of Elvia’s work to increase the voltage level between Minne and Frogner from the current 66 kV to 132 kV. After the upgrades, the flexibility and redundancy of the electricity grid in Øvre Romerike will be improved and the capacity towards the Gardermoen area will increase. “These important projects confirm our position as a leading player in Norwegian energy supply,” says Lars-Erik Sundell, CEO of Nett-Tjenester. “We are proud to be part of and contribute to the increased electrification of Norwegian society.” New agreement with Vattenfall Eldistribution Vattenfall is one of Europe’s largest producers and retailers of electricity and heat. The company is working towards a future where fossil freedom is possible for everyone and together with its partners, Vattenfall is taking on the responsibility to find new and sustainable ways to electrify transpor- tation and industries. In 2025, our subsidiary Op- punda Kraftkonsult signed a framework agreement for contracts covering power network connections with Vattenfall Eldistribution. The agreement concerns north-eastern Götaland and runs for two years with the possibility of an extension. The order value is estimated at approximately MSEK 40. The assignment includes installing network connec- tions on islands and burying overhead lines. “We are very proud about Vattenfall’s trust in us,” says Stefan Wik, CEO of Oppunda Kraftkonsult. “We are proud to be involved in ensuring a well-func- tioning power system so that the electrification of society can continue and greenhouse gas emis- sions can be reduced.”
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Netel | Annual and Sustainability Report 2025 22 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Our offering in Telecom includes turnkey solutions and covers the entire value chain for fibre and mobile networks, from planning and permitting to deployment, installation, commissioning and in- tegration. We have telecom operations in Sweden, Norway and Germany. The fibre customers are mainly network owners, operators and property companies. Customers in- clude several of the largest telecom operators and broadband providers in Northern Europe. Mobile network customers are telecom operators, mast owners and system providers. In mobile networks, the business mainly comprises expansion projects and maintenance. In Sweden, the deal is focused on upgrading mobile networks to 5G for customers such as Telia and Telenor. In 2024, we began the cooperation with the Swedish Defence Materiel Administration (FMV) on the installation and contracting of data and telecommunications in the Swedish Armed Forces’ headquarters in Stockholm and garrisons around Sweden. In Norway, the upgrade to 5G is also ongoing, while the roll-out of fibre networks continues. Other customers include Global Connect, Ice, Viken Fiber, Telenor and Telia. In Germany, there is ambitious investment in fibre networks nationally. We have a competitive advantage through our long experience from fibre roll-out in the Nordic region. The German opera- tions started in 2018 and we operate in northern and central Germany. Customers include UGG – Unsere Grüne Glasfaser, E.dis and envia TEL. Key events 2025 During the year, we presented, among other things, a new two-year framework agreement for installation, service and maintenance of Tele2’s broadband network in Sweden. This agreement is more comprehensive than the previous one, covering a larger geographical area as well as more services. In Germany, we signed an agreement with a new customer, envia TEL, worth MEUR 19. envia TEL is a leading telecommunications operator in central Germany and part of the E.ON Group. With this new agreement, Netel gained both a new customer and expands its geographical presence in Germany. Earnings 2025 Sales decreased primarily due to a weaker perfor- mance in Norway and Sweden. Performance was impacted in part by more projects than expected in start-up phases and in part by our decision to focus on profitability in project procurements, which has affected the growth rate. Profitability was impacted by write-downs of projects and the high proportion of projects that remained in start-up phases as well as lower vol- umes in won projects. For the Norwegian operations, a decision was made to carry out measures that will reduce expenses by approximately MSEK 15 in 2026. These measures include reviewing all administrative costs, not re-staffing vacancies and the establish- ment of a new, more efficient organisational struc- ture to adapt to new ways of working. The new digital tools that gradually started to be introduced in 2024–2025 to the Norwegian service organisa- tion in 2024 are expected to continue to enhance efficiency and boost profitability. Netel | Annual and Sustainability Report 2025 Telecom Division 22 Telecom We ensure secure telecommunications and are contributing to the digitalisation in Sweden, Norway and Germany. MSEK, unless otherwise stated 2025 2024 Change Revenue 1,321 1,364 -3.2% - Sweden 240 280 -14.1% - Norway 894 912 -2.0% - Germany 187 174 7.7% MSEK, unless otherwise stated 2025 2024 Change EBITA 21 26 -20.5% EBITA margin 1.6% 1.9% -0.3 Share of framework agreements 79.0% 80.3% -1.3 Number of employees 417 385 8.3% All information pertains to continuing operations. The number of employ- ees is measured as average full-time equivalents over the year.
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Netel | Annual and Sustainability Report 2025 23 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 Telecom – examples of contracts won in 2025 23 Contract with envia TEL, a new customer in Germany envia TEL is a leading telecommunications operator in central Germany and is part of the E.ON Group. envia TEL has about 7,000 km of fibre optic cables in central Germany and is a key player in digitalisation. In 2025, envia Tel became a new customer after we signed a contract worth MEUR 19. The two- year contract gives us full responsibility, including planning, installation, documentation and project management for the construction of the fibre net- work in Erzgebirgskreis, south of Leipzig. “Thanks to our solid experience in fibre networks and successfully executed projects in Germany, we are now able to engage with a new major player,” says Anders Mikkola, Head of Telecom Germany. We are rolling out fibre for UGG in Germany UGG – Unsere Grüne Glasfaser – is a German telecom operator focused on the deployment of fibre optics in rural Germany. The aim is to reach more than two million properties and UGG has already signed agreements covering over one million households. UGG is a joint venture between Telefónica Group and Allianz. We initiated a partnership with UGG in 2023 and in 2025 we expanded the collaboration with a further two contracts for fibre expansion in the fast-growing German market. One contract involves the roll-out of fibre to 5,000 households in Raguhn-Jeßnitz, north of Leipzig, worth MEUR 10. The second contract involves the roll-out of fibre to over 7,000 households in Muldenstausee, close to Leipzig, worth MEUR 15. The geographical proximity between the projects gives us opportunities for synergies. “We are very proud of UGG’s extended trust,” says Anders Mikkola, Head of Telecom Germany. “Ger- many is a fast-growing fibre market and UGG is an important player with the goal of improving peo- ple’s quality of life with nationwide fibre networks.” FMV projects now set to start At the end of 2023, we could announce that we had signed three-year framework agreements with the Swedish Defense Materiel Administration (FMW) worth a total of MSEK 480 for installation and contracting of data and telecommunications. The agreements include the Swedish Armed Forces’ headquarters in Stockholm as well as garrisons around Sweden. The agreements run for three years with an option to extend for a total of four years. We are making preparations in 2024 and 2025 and we are ready when FMW is ready to increase volumes. FMV is a new and important customer for us in telecom that shows that we are leading special- ists in critical infrastructure in security classified environments. Major assignment for Tele2 Tele2 is one of Sweden’s leading telecom opera- tors, delivering broadband and communications services to millions of households and businesses. In 2025, Tele2 renewed and expanded trust in us with a new, larger, two-year framework agreement. The agreement covers the installation, service, and maintenance of the broadband network. We are responsible for installation from Skåne to Uppland. In terms of service and maintenance, the assign- ment covers the counties of Stockholm, Uppland, Västmanland, Södermanland and Östergötland. Telenor renews partnership with Netel Telenor is Norway’s largest provider of digital services in mobile, broadband and TV services. Telenor is working to lead the digitalisation of Norway and develop the best digital security services. We initiated a partnership with Telenor back in 2021, and in 2025 we entered into a new three-year partnership with the option of a two-year extension. Our new framework agreement covers the operation, maintenance and expansion of fibre networks in Norway and is more com- prehensive than the previous framework agreement in terms of geography and areas of operation. The agreement is valued at MNOK 300–400 per year and includes the counties of Østfold, Akershus and Buskerud. The part of the agreement that refers to operation covers both the core and access networks. “Since we started our collaboration with Telenor in Norway in operation and maintenance, we have built a local organi- sation with high competence where we can now take advan- tage of the larger volumes,” says Aksel Aas, Head of Telecom Norway. “Telenor's renewed and increased trust in us shows that we are a reliable and knowledgeable supplier.”
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Netel | Annual and Sustainability Report 2025 24 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 The share and owners 24 The share and owners Netel was listed on Nasdaq Stockholm Mid Cap on 15 October 2021. Share capital At the close of 2025, the share capital in Netel amounted to SEK 746,337 (746,337) divided among 48,511,873 (48,511,873) shares. Each share has one vote. All of the shares carry equal rights to dividends and share of the company’s assets and earnings. Market history Netel’s share was listed on Nasdaq Stockholm Mid Cap on 15 October 2021. The introduction price was SEK 48. Share price trend On the final day of trading in 2025, Netel’s closing price was SEK 4.97, meaning a market capital- isation of MSEK 241.1. The highest price paid was noted on 15 January and was SEK 15.34. The lowest price paid was noted on 24 November and was SEK 3.70. In 2025, the share price decreased 62.6 per cent. According to the OMXS PI Index, Nasdaq Stockholm increased 9.5 per cent during 2025. During the year, a total of 34,464,418 (30,392,875) shares were traded on Nasdaq Stockholm with a daily average of 138,411 (121,087). In total, shares worth TSEK 1,066.1 (1,923.9) were traded per day on average. During the year, there were 32,861 (55,593) trades with a daily average of 132 (221). Dividend policy Payout ratio of 40 per cent of the Group’s net profit. The proposed dividend is to take Netel’s financial position, cash flow, mergers and acquisitions and organic growth opportunities into consideration. Ownership structure Netel had 3,400 shareholders (3,726) at the end of the year. Foreign holdings corresponded to 16.0 (7.9) per cent of the shares and the votes. The hold- ings of the ten largest shareholders corresponded to 46.59 (68.26) per cent of the shares and the votes. At the end of the year, 67.2 (28.3) per cent of the shares were held by private individuals, 4.9 (11.0) per cent by fund companies and 4.0 (1.6) per cent by pension and insurance companies. Data on ownership and trade on Nasdaq Stock- holm comes from Monitor, Modular Finance and refers to 31 December 2025. Analysts who follow Netel Karl-Johan Bonnevier, DNB Markets Gustav Berneblad, Nordea Markets Sweden Norway Finland Other owners Share of capital and votes by country Private individuals Fund management companies Pensions and insurance companies State, municipality and region Foundations Other Unknown owner type Distribution by ownership type, capital and votes By owner type Number of owners 31 Dec 2025 31 Dec 2024 Swedish institutional owners 14 16 Swedish private individuals 3,048 3,353 Other 333 352 Foreign institutional owners 5 5 Unknown owner type - - Total number of known owners 3,400 3,726
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Netel | Annual and Sustainability Report 2025 25 Operations - About Netel CEO comments Our strengths Business model The megatrends Benefits we create Sustainability UN Sustainable Development Goals Financial performance Infraservices Division Power Division Telecom Division The share Governance + Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 The share 25 Netel’s ten largest owners 31 December 2025 Number of shares and votes Share of capital and votes, % Theodor Jeansson Jr. 4,650,000 9.59 Etemad Group 4,347,728 8.96 Stefan Lindblad 3,544,221 7.31 Nordnet Pensionsförsäkring 2,464,973 5.08 Futur Pension 1,545,378 3.19 S-Bolagen AB 1,400,000 2.89 Loe Equity AS 1,250,000 2.58 Avanza Pension 1,231,065 2.54 Santhe Dahl 1,100,000 2.27 Swedbank Robur Fonder 1,070,000 2.21 Ten largest owners 22,603,365 46.62 Other 25,908,508 53.38 Total 48,511,873 100.00 Ownership structure by holdings 31 December 2025 Number of shares and votes Share of shares and votes, % Number of known owners Share of known owners, % 1 - 500 264,603 0.55 1,759 51.74 501 - 1,000 392,332 0.81 479 14.09 1,001 - 5,000 1,691,760 3.49 687 20.21 5,001 - 10,000 1,494,849 3.08 193 5.68 10,001 - 20,000 1,660,539 3.42 110 3.24 20,001 - 50,000 2,986,413 6.16 92 2.71 50,001 - 100,000 2,836,055 5.85 39 1.15 100,001 - 500,000 5,141,474 10.60 24 0.71 500,001 - 1,000,000 4,940,507 10.18 7 0.21 1,000,001 - 5,000,000 22,603,365 46.59 10 0.29 Unknown holding size 4,499,976 9.28 -- - Total 48,511,873 100.00 3,726 100.00 Trend in share capital Date Transaction Change in number of shares and votes Total number of shares and votes Increase in share capital, SEK Total share capital, SEK October 20211 Issue in kind and new share issue 10,036,874, 4,166,667 218,516 46,703,671 718,518 January 2022 Offset issue 637,852 47,341,523 9,813 728,331 March 2022 Offset issue 65,775 47,407,298 1,012 729,343 March 2022 Offset issue 89,763 47,497,061 1,381 730,724 May 2022 Offset issue 141,552 47,638,613 2,178 732,902 July 2022 Offset issue 293,365 47,931,978 4,513 737,415 August 2022 Offset issue 90,364 48,022,342 1,390 738,805 December 2022 Offset issue 186,237 48,208,579 2,865 741,670 February 2023 Offset issue 303,294 48,511,873 4,666 746,337 1 The increase took place in conjunction with the listing on Nasdaq Stockholm when a transformation of the previous ownership structure was carried out and new shares were issued. Offset issues were carried out in connection with acquisitions, based on the authorisation from the Extraordinary General Meeting on 27 August 2021 and the 2022 Annual General Meeting.
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 26 Governance Netel | Annual and Sustainability Report 2025 Corporate Governance Report 26
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 27 The Corporate Governance Report has been prepared as a part of the An- nual Accounts Act and the company’s application of the Code. The auditors have reviewed the Corporate Governance Report. Articles of Association The Articles of Association were adopted by the Annual General Meeting on 4 May 2023 and are available in full on the website netelgroup.com. The company’s registered office is Stockholm, Sweden, and the financial year is the calendar year. The Articles of Association do not contain provisions regarding dismissal of Board members or amendments to the Articles of Association. Share capital Netel has one share series, in which each share entitles to one vote. Netel’s share was listed for the first time on Nasdaq Stockholm Mid-Cap segment on 15 October 2021. At the close of 2025, share capital amounted to SEK 746,337 divided among a total of 48,511,873 shares and votes. Shareholders At year-end, there were 3,400 shareholders and the five largest owners were (share of capital and votes in parenthesis): Theodor Jeansson Jr (9.59%), Etemad Group AB (8.96%), Stefan Lindblad (7.31%), Nordnet Pen- sionsförsäkring (5.08%) and Futur Pension (3.19%). Annual General Meeting The Annual General Meeting is the company’s highest decision-making body and it is at the Annual General Meeting and potential Extraordinary General Meetings that all shareholders can exercise their voting right and decide on issues that affect the company and its operations. Notice convening an Annual General Meeting is to be sent no earlier than six and no later than four weeks before the Meeting. Notice convening an Extraordinary General Meeting that is not to address issues of amend- ments to the Articles of Association, is to be sent no later than three weeks before the Meeting. Notice convening general meetings are to be published in Post- och Inrikes Tidningar and on the Company’s website. It shall be advertised in Svenska Dagbladet that notice convening a general meeting has been made. The Annual General Meeting is to be held in Stockholm, Sweden. At the Annual General Meeting, resolutions are made regarding adoption of the income statement and balance sheet, appropriation of profit or loss for the year, decision regarding dividends, and discharge from liability for the Board members and the CEO. Furthermore, resolutions are made regarding the fees for Board members and auditors. Thereafter, the Board of Directors and auditors for the period up until the next Annual General Meeting are elected. Other statutory matters, such as resolutions regard- ing guidelines for remuneration to senior executives and the Board of Directors’ remuneration report. All shareholders registered in the shareholders’ register on the record date and who have registered their participation by the date specified in accordance with the Articles of Association’s provisions have the right to participate in the Meeting and vote for their shareholding. Shareholders may be represented by proxy if the shareholder has notified the company of the number of proxies as stipulated in the notice convening the Meeting. 2025 Annual General Meeting The Annual General Meeting (AGM) was held on Thursday, 8 May 2025, in Stockholm, Sweden. The AGM adopted the Parent Company’s and the Group’s income statement and balance sheet and resolved that no dividend be paid for the 2024 financial year. The AGM discharged the Board of Directors and the CEO from liability for 2024. The AGM re-elected Board members Alireza Etemad, Carl Jakobsson, Göran Lundgren, Therese Lundstedt and Nina Macpherson. Alireza Etemad was re-elected as the Chairman of the Board. The AGM also re-elected Deloitte AB as auditor. The AGM also resolved regarding the following: • to determine fees for the Board of Directors, the auditor and the mem- bers and Chairmen of the Audit and Remuneration Committees, • to approve the Board’s remuneration report for 2024 and the Board’s proposed guidelines for remuneration of senior executives, • to decide on the long-term incentive programme LTIP 2025, • to authorise the Board of Directors to, on one or more occasions until the time of the next AGM, with or without deviation from the sharehold- ers’ preferential rights, in certain circumstances decide on a new share issue against cash payment, with provision for non-cash or set-off, or otherwise with conditions. Such issues may not result in the registered share capital of the company increasing by more than 10 per cent in total when the Board of Directors first exercises the authorisation. The complete resolutions are available on Netel’s website. 2026 Annual General Meeting Netel’s 2026 Annual General Meeting will be held on Thursday, 7 May, at 11:00 am CEST in Stockholm, Sweden. Nomination Committee The Extraordinary General Meeting held on 27 August 2021 adopted the following instructions and rules for the Nomination Committee which will re- main in force until otherwise resolved by the general meeting of shareholders. 1. The company is to have a Nomination Committee consisting of mem- bers appointed by each of the four shareholders or ownership groups in accordance with item 3 below, who wish to appoint a Nomination Committee member, as well as the Chairman of the Board. The Chair- man of the Board is responsible for convening the Nomination Com- mittee. If a Nomination Committee with four shareholder-appointed members cannot be convened after contact with the ten largest share- holders in terms of the number of votes, the Nomination Committee may consist of three shareholder-appointed members. 2. The names of the four shareholder-appointed Nomination Committee members and the names of the shareholders they represent, are to be announced no later than six months before the Annual General Meeting. The term of office for the Nomination Committee ends when a new Nom- ination Committee has been announced. The Nomination Committee Chairman is to be, unless the members otherwise agree, the member appointed by the largest shareholder in terms of the number of votes. 3. The Nomination Committee is to be constituted based on shareholder statistics from Euroclear Sweden AB on the last banking day in August of the year prior to the Annual General Meeting and other reliable ownership information provided to the company at that time. In deter- mining which are the shareholders in terms of the number of votes, a group of shareholders is considered to constitute one owner if they (i) are owner grouped in the Euroclear Sweden system or (ii) announced and notified in writing to the company that they have a written agree- ment to through coordinated exercise of the voting rights assume a long-term joint stance in the issue of the company’s management. 4. If earlier than two months prior to the Annual General Meeting one or more of the shareholders who have been appointed Nomination Com- mittee members are no longer among the four largest shareholders in terms of the number of votes in the Company, members appointed by those shareholders shall resign and the shareholder(s) who currently is/ Corporate Governance Report Corporate Governance Report Netel Holding AB (publ) is listed on Nasdaq Stockholm’s Main Market since 15 October 2021. The governance of Netel is based on the Swedish Companies Act, Nasdaq Stockholm’s Rule book for Issuers, the Swedish Corporate Governance Code (the Code), statements from the Swedish Securities Council and other relevant Swedish and foreign laws and regulations.
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 28 are among the four largest in terms of the number of votes in the Com- pany shall have the right to appoint Nomination Committee members after contacting the Nomination Committee Chairman. Shareholders who have appointed a Nomination Committee member have the right to dismiss such member and appoint a new Nomination Committee member. Changes to the composition of the Nomination Committee are to be announced on the website as soon as such changes are made. 5. The Nomination Committee is to prepare proposals concerning the be- low issue to be presented to the Annual General Meeting for resolution: • proposal for AGM chairman, • proposal for Board of Directors, • proposal for Chairman of the Board, • proposal for fees to Board members and the division between the Chairman and other Board members and remuneration for committee work, • proposals for auditors (where applicable), • proposals for fees to the company’s auditors and • proposals for any changes to the Nomination Committee instructions. 6. No remuneration will be paid to Nomination Committee members. That the Nomination Committee in conjunction with its assignment shall otherwise carry out the duties that the Code of Corporate Gover- nance stipulates are those of the Nomination Committee and that the company on request from the Nomination Committee will provide per- sonnel resources such as secretary function to accommodate the Com- mittee’s work. When needed, the company will also cover reasonable costs for external consultants deemed necessary by the Nomination Committee to enable the Committee to carry out its assignment. The Nomination Committee ahead of the 2026 Annual General Meeting was announced on 7 November 2025. The Nomination Committee comprises the following members: • Stefan Lindblad, Ambergate Invest Sverige AB, Chairman of the Nomi- nation Committee • Celia Grip, Swedbank Robur Funds • Peter Magnusson, Cicero Fonder • Alireza Etemad, Etemad Group, Chairman of the Board Shareholders have been able to submit proposals and comments to the Nomination Committee until 31 January 2026. The Nomination Committee applied rule 4.1 of the Code on diversity policy in preparing proposals of Board members. The aim of the policy is that the Board is to have a com- position appropriate to the company’s operations, phase of maturity and other relevant circumstances, distinguished by diversity and breadth of qualifications, experience and background, and strive for an equal gender distribution. The Nomination Committee’s proposal for Board members, fees to the Board and election of auditors as well as other relevant pro- posals, were presented in conjunction with the notice of the 2026 Annual General Meeting. Board of Directors and its work BOARD OF DIRECTORS The Board of Directors is responsible for Netel’s management and organ- isation, which means that the Board is responsible for setting targets and strategies, securing processes and systems for evaluation of set targets, continuously assessing performance and financial positions, evaluating management, as well as identifying how sustainability issues affect the company’s risks and business opportunities. Moreover, the Board appoints the CEO. The Board of Directors follows written rules of procedure, which are revised annually and adopted at the statutory Board meeting every year. The rules of procedure govern, among other matters, the work of the Board, functions and the division of work between the Board members and the CEO. At the statutory Board meeting, the Board also adopts instructions for the CEO, including instructions for financial reporting. The Board of Direc- tors convenes according to an annual predetermined schedule. In addition to these meetings, additional Board meetings can be convened to handle issues that cannot be postponed until the next scheduled Board meeting. In addition to the Board meetings, the Chairman and the CEO continuous- ly discuss the management of the Company. The Board has adopted 16 policies that are Group-wide and regulate how the company and its subsidiaries and employees are to conduct themselves and act with the ambition to operate a sustainable business in the long term. The policies are revised and adopted annually in conjunc- tion with the statutory meeting or – if required – during the year. Policy compliance is followed up through internal controls and by the company’s external auditors. CHAIRMAN OF THE BOARD According to the Board’s rules of procedure, the Chairman of the Board has a particular responsibility for maintaining regular contact with the CEO to oversee and discuss the company’s performance. The Chairman is to ensure that the CEO keeps Board members informed about Netel’s finan- cial position, financial planning and performance. Moreover, the Chairman of the Board is responsible for ensuring an evaluation of the Board’s work every year. COMPOSITION OF THE BOARD OF DIRECTORS According to the Articles of Association, the Board of Directors is to com- prise not fewer than three and not more than ten members. The Board members are elected annually at the Annual General Meeting to serve for the period up to the next Annual General Meeting. The Board are presented in more detail in the chapter Board of Directors. The CFO attends all Board meetings except when the work of the CEO is evaluated. WORK OF THE BOARD IN 2025 In 2025, the Board has held 30 minuted meetings. During the meetings, the Board has addressed fixed agenda items such as the business and market situation, financial reporting, budget and project status. In addi- tion, general strategic issues regarding financing, business intelligence, growth opportunities and sustainability have been analysed. The Board has met twice with the company’s auditor of which once without the presence of the management team during the year. BOARD COMMITTEES The members of the committees and the chairmen were appointed at the statutory Board meeting for a period of one year at a time. Committee work is carried out according to the instructions for each committee. The committees’ work primarily concerns preparation and counselling within each respective area. However, the Board can occasionally delegate deci- sion-making authority to the committees in certain issues. Remuneration Committee The Remuneration Committee is tasked with preparing recommendations involving remuneration principles, remuneration and other employment terms for the CEO and other senior executives. The principles address, among other issues, the relationship between fixed and potentially variable remuneration as well as the connection be- tween performance and remuneration, the main terms for potential bonuses and incentive schemes, as well as the main terms for other bene- fits, pensions, termination of employment and severance pay. For the CEO, the Board in its entirety is to determine remuneration and other employ- ment terms. Share-related incentive schemes for the Executive Team are decided by the general meeting of shareholders. The Committee is to assist the Board in monitoring the systems through which the company complies with laws, stock exchange regulations and the Code in terms of provisions on publishing information that is related to remuneration to the CEO and other senior executives. The Committee is also to monitor and evaluate any ongoing and during the year con- cluded programs for variable remuneration to the CEO and other senior executives, application of the guidelines for remuneration to the CEO and other senior executives as decided by the Annual General Meeting as well as remuneration structures and remuneration levels. After the 2025 Annual General Meeting, the Remuneration Committee comprised Alireza Etemad (chairman) and Nina Macpherson. In 2025, the Committee held three minuted meetings and had informal contact when needed. The Remuneration Committee’s attendance is presented in the table The Board’s attendance, independence and remuneration, 2025. Audit Committee The Audit Committee is to, without it affecting the responsibilities and tasks of the Board of Directors, monitor the financial reporting, the effi- ciency of the internal controls and risk management, remain informed of the audit of the annual report and consolidated accounts, review and monitor the impartiality and independence of the auditors and, in partic- ular, whether the auditors provide the company with services other than auditing services, and assist in the preparation of proposals for the Annual General Meeting resolution on the election of auditors. Corporate Governance Report
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 29 After the 2025 Annual General Meeting the Audit Committee comprised Göran Lundgren (chairman) and Therese Lundstedt. Carl Jakobsson was a member of the Audit Committee until 23 September 2025, when he left the Board. The Board feels that the members are experts in the Audit Com- mittee’s areas and meet the independence requirements in accordance with the Code and the Swedish Companies Act. In addition to the Audit Committee members, the CFO and, when necessary, auditors, the CEO or other members of the company are asked to participate in Committee meetings. In 2025, the Committee held eight minuted meetings. The Audit Committee’s attendance is presented in the above table The Board’s attendance, independence and remuneration, 2025. The compa- ny’s auditors participated in four of the meetings. Tender Committee The Tender Committee is a body within the company’s Board of Directors with the task of preparing for the Board matters relating to submitting, accepting and following up tenders and transactions of major importance. The Tender Committee is mandated by the Board, after separate and indi- vidual consideration, to extend the CEO’s authority to submit tenders that have to total value of more than MSEK 30 or contracts with a term of more than five years and to monitor and evaluate the tender process. The Com- mittee regularly reports to the Board and can also address other matters addressed by the Board. The CEO presents reports to the Committee. After the 2025 Annual General Meeting the Tender Committee com- prised Alireza Etemad (chairman) and Göran Lundgren. In 2025, the Com- mittee held 41 minuted meetings. The Tender Committee’s attendance is presented in the above table The Board’s attendance, independence and remuneration, 2025. EVALUATION OF THE WORK OF THE BOARD The company’s evaluation of the Board of Directors was carried out in December 2025 and presented to the Board in the same month. The evaluation constituted a survey that covers various aspects of the Board’s work and its efforts to create value. The evaluation revealed the Board members’ perspective on how the work of the Board is conducted and whether action should be taken to develop and improve the Board’s work. The outcome of the evaluation also forms an important document for the Nomination Committee’s work ahead of the upcoming Annual General Meeting. Subsequently, the outcome was presented to both the Board and the Nomination Committee. Remuneration to Board members Fees and other remuneration to the Board members, including the Chairman, are resolved by the general meetings. At the 2025 Annual General Meeting, it was resolved that fees of SEK 525,000 shall be paid to the Chairman and SEK 315,000 to the other members of the Board. Furthermore, the AGM resolved that a fee in the amount of SEK 130,000 be paid to the Chairman of the Audit Committee and that the other Audit Committee members be paid in the amount of SEK 75,000 and that a fee in the amount of SEK 80,000 be paid to the Chairman of the Remuneration Committee and that the other Remuneration Committee member receive the amount of SEK 45,000. A fee in the amount of SEK 100,000 be paid to the Chairman of the Tender Committee and a fee in the amount of SEK 50,000 be paid to the other Tender Committee member. CEO The CEO is subordinate to the Board of Directors and responsible for everyday management and operations. The division of work between the Board of Directors and the CEO is set out in the rules of procedure for the Board and in the CEO’s instructions. The CEO is also responsible for the preparation of reports and compiling information for the Board meetings and for presenting such materials at the Board meetings. According to the financial reporting instructions, the CEO is responsible for the financial reporting and is to ensure that the Board of Directors receive adequate information for the Board to evaluate the financial position. The CEO is to continuously keep the Board informed of developments in the operations, sales, results and financial position, liquidity and credit status, important business events and all other events, circumstances or circum- stances that can be assumed to be of significance to the shareholders. The Board of Directors annually evaluates the work and performance of the CEO. Management Team The Executive Team is an advisory body for the CEO and drives Group- wide strategy and development issues as well as day-to-day activities. The Executive Team convenes once a month and checks in regularly to address current issues, strategies and discussions. In November 2025 a new, smaller Management Team was formed consisting of Jeanette Reuterskiöld, CEO and President and Head of Telecom Sweden, Fredrik Helenius, CFO and Johan Olofsson, Head of Group Operational Support. Aksel Aas, Head of Telecom Norway, Robert Carlsson, Head of Infraservices, Klas Eldebrandt, Head of Power Sweden, Lars-Erik Sundell, Head of Power Norway and Anders Mikkola, Head of Telecom Germany, are also part of the Extended Management Team. The Management Team and the Extended Manage- ment Team are presented in the Management Team section. Fredrik Land, head of Infraservices, left Netel in the autumn of 2025. Guidelines for remuneration of senior executives The 2024 Annual General Meeting resolved on the following guidelines for remuneration and other employment terms for the CEO and other mem- bers of Netel Holding AB’s (publ) The Executive Team: The guidelines are proposed to apply until further notice and are essen- tially in line with the principles applied so far. SCOPE OF THE GUIDELINES These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the General Meeting. These guidelines do not apply to any remuneration de- cided or approved by the General Meeting. Employment conditions of a member of the Executive Team that is employed or resident outside Sweden or that is not a Swedish citizen, may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines. PROMOTION OF NETEL’S BUSINESS STRATEGY, LONG-TERM INTERESTS AND SUSTAINABILITY To become a leading Northern European Infranet service provider, Netel has identified two strategic priorities: core business development and geo- graphical and business diversification. These goals can be achieved either through organic growth initiatives or via M&A. Successful implementation of the company’s business strategy and the safeguarding of the company’s long-term interests, including its sustain- ability agenda, requires that the company can recruit and retain qualified employees. This requires that the company can offer competitive salaries and other terms and conditions of employment on market conditions, taking into account both global remuneration practice and practice in the home country of each member of the Executive Team. These guidelines enable Netel to offer the Executive Team a total remuneration that is on market conditions and competitive. Corporate Governance Report The Board’s attendance, independence and remuneration, 2025 Member Board meeting Audit Committee Remuneration Committee Tender Committee Independent in relation to the company Independent in relation to major shareholders Compensation paid in 2025 Alireza Etemad, Chairman 30/30 - 3/3 37/41 Yes No 686,249 Carl Jakobsson1 17/20 4/5 - - Yes No 284,167 Göran Lundgren 30/30 8/8 - 40/41 Yes Yes 475,000 Therese Lundstedt 30/30 - - Yes Yes 358,750 Nina Macpherson 29/30 - 3/3 - Yes Yes 330,417 Total 30 8 3 41 2,134,582 Total including social security contributions 2,704,521 1 Left the Board at his own request as a result of Cinnamon International S.à.r.l. divesting its holding in May 2025. 2Appointed as a member of the Audit Committee in June 2025.
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 30 TYPES OF REMUNERATION The total yearly remuneration to the members of the Executive Team shall be based on market conditions and be competitive as well as reflect each member’s responsibility and performance. The total yearly remuneration shall consist of (i) fixed base salary, (ii) variable cash remuneration, (iii) pen- sion benefits and (iv) other benefits (which are specified below excluding social security costs). Additionally, the General Meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The variable cash remuneration shall be linked to predetermined and mea- surable targets, which are further described below, and may amount to not more than 100 per cent of the yearly base salary for the CEO and 50 per cent of the yearly base salary for the other members of the Executive Team. The members of the Executive Team can be covered by defined contri- bution or defined benefit pension plans, for which pension premiums are based on each member’s yearly base salary and is paid by Netel during the period of employment. The pension premiums shall amount to no more than 30 per cent of the yearly base salary. Other benefits, such as company car, extra health insurance or occupa- tional healthcare, shall be payable to the extent it is considered to be in line with market conditions on the market relevant for each member of the Executive Team. Premiums and other costs relating to such benefits may totally amount to no more than 20 per cent of the yearly base salary. CRITERIA FOR AWARDING VARIABLE CASH REMUNERATION The variable cash remuneration shall be linked to predetermined and measurable financial targets and can also be linked to strategical and/or functional targets individually adjusted on the basis of responsibility and function. These targets shall be designed so as to contribute to Netel’s business strategy and long-term interests, including its sustainability, by for example being linked to the business strategy or to promote the senior executive’s long-term development within Netel. The Remuneration Committee shall for the Board of Directors prepare, monitor and evaluate matters regarding variable cash remuneration to the Executive Team. Ahead of each yearly measurement period for awarding variable cash remuneration the Board of Directors shall, based on the work of the Remuneration Committee, establish which criteria are deemed to be relevant for the upcoming measurement period. To which extent the criteria for awarding variable cash remuneration has been satisfied, shall be determined when the measurement period has ended. Evaluations regarding fulfilment of financial targets shall be based on a determined financial basis for the relevant period. Variable cash remuneration is settled after the measurement period has ended. Paid variable cash remuneration can be claimed back when such right follows from the relevant individual agreement. Additional variable cash compensation may be payable in exceptional circumstances, provided that such extraordinary arrangements are time-limited and made only at the individual level, either to recruit or retain senior managers or as compensation for extraordinary duties in addition to the manager’s ordinary duties. Such compensation may not exceed an amount equal to 100 per cent of the fixed annual cash salary, with the exception of extraordinary remuneration for the CEO whose extraordinary remuneration may not exceed an amount corresponding to 250 per cent of the fixed base salary. Extraordinary remuneration shall not be paid more than once per year and individual. A decision on such remuneration for the CEO shall be made by the Board on a proposal from the Remuneration Committee. A decision on such remuneration for other senior managers shall be made by the Remuneration Committee on a proposal from the CEO. DURATION OF EMPLOYMENT AND TERMINATION OF EMPLOYMENT The members of the Executive Team shall be employed until further notice. If notice of termination is made by Netel, the notice period may not exceed twelve months for the CEO and nine months for the other members of the Executive Team. If a member of the Executive Team is given notice, Netel is liable to pay, including severance pay and remuneration under the notice period, the equivalent of maximum 18 months’ base salary and other employment ben- efits. If notice of termination is made by a member of the Executive Team, the notice period may not exceed six months, with no right to severance pay. Full salary and other employment benefits are paid during the notice period, with deduction for salary and other remuneration received from oth- er employment or activities that the employee has during the notice period. A member of the Executive Team may, for such time when the member is not entitled to severance pay, be compensated for non-compete under- takings. Such compensation shall amount to not more than 60 per cent of the monthly base salary at the time of the termination and shall only be paid as long as the non-compete undertaking is applicable, at longest a period of 12 months. REMUNERATION AND EMPLOYMENT CONDITIONS FOR EMPLOYEES In the preparation of the Board of Directors’ proposal for these remuneration guidelines, remuneration and employment conditions for employees of Netel have been taken into account by including information on the employees’ total remuneration, the components of the remuneration and increase and growth rate over time in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. THE DECISION-MAKING PROCESS TO DETERMINE, REVIEW AND IMPLEMENT THE GUIDELINES The Remuneration Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for remuneration to the Executive Team. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration to the Executive Team, the application of the guidelines for remuneration to the Executive Team as well as the applicable remuneration structures and remuneration levels in Netel. The members of the Remuneration Committee are independent of the company and its management. The CEO and other members of the Executive Team do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. DEVIATION FROM THE GUIDELINES The Board of Directors may temporarily resolve to deviate from the guide- lines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve Netel’s long-term interests, including its sustainability, or to ensure Netel’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines. Auditor Pursuant to the Articles of Association, the Annual General Meeting is to appoint at least one and not more than two auditors with or without deputy auditors. Deloitte AB has been the Group’s auditor since 2010 and was elected to be the company’s auditor at the 2025 Annual General Meeting for the period until the end of the 2026 Annual General Meeting. Jenny Holmgren is the auditor in charge. Jenny Holmgren is an authorised public accountant and a member of FAR (professional institute for authorised public accountants). Deloitte AB’s office address is Rehnsgatan 11, SE-113 79 Stockholm, Sweden. The auditors participate as needed at the Audit Committee’s meetings to inform about ongoing audit work and report on at least one occasion to the entire Board of Directors. In 2025, the auditor participated in four meetings with the Audit Committee and two with the Board of which one without the presence of the management team. The auditor takes part in the Annual General Meeting and accounts for review of Netel’s adminis- tration and annual report. Moreover, the auditors review the interim report for the January–September period, remuneration of senior executives including the remuneration report, and the Annual Report, including the Corporate Governance Report and the Sustainability Reports. Internal control over financial reporting Internal control comprises the control of the company’s and the Group’s organisation, procedures and support measures. The objective is to ensure that reliable and accurate financial reporting takes place, that the com- pany’s and the Group’s financial reporting is prepared in accordance with applicable laws and accounting standards, that the company’s assets are protected and that other requirements are fulfilled. The internal control system is also intended to monitor compliance with the company’s and the Group’s policies, principles and instructions. Internal control also includes risk analysis. The Group identifies, assesses and manages risks based on the Group’s vision and goals. An assessment of strategic, com- pliance, operational and financial risks shall be performed annually by the CEO and presented to the Audit Committee and the Board of Directors. The Board of Directors is ultimately responsible for the internal control in the Company. Processes managing the business and delivering value shall be defined within the business management system. The CEO is responsi- ble for the process structure within the Group. RISK ASSESSMENT A self-assessment of minimum requirements of defined controls miti- gating identified risks for each business process is to be performed and reported to the Audit Committee and the Board of Directors annually. The Corporate Governance Report
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 31 CEO is responsible for the self-assessment process, which is facilitated by the internal controls function and the CFO. In addition, the internal control function performs reviews of the risk and internal controls system accord- ing to plan agreed with the Board of Directors. According to the Code, it is the responsibility of the Board to ensure that there are effective systems for follow-up and control of the company’s operations. Processes and measures of control have been developed in close collaboration with the company’s advisors in conjunction with the Nasdaq Stockholm listing that are based on Netel’s needs and current industry practice in the business area in which the company operates. The company works systematically to ensure that internal controls are adequate by, among other things, carrying out risk identifications and self-assessments. The CFO is responsible for the annual risk identification. The identified risks are divided into different categories and assessed on the basis of consequences and prob- ability, where the self-assessments aim to ensure effective risk control. The prepared risk identification is presented on a yearly basis to the Audit Committee and the Board of Directors of Netel. CONTROL ENVIRONMENT AND CONTROL ACTIVITIES In practice, internal control is defined as a process involving the Board of Directors, the Audit Committee, the CEO, the CFO, other senior execu- tives and other employees, and which is intended to provide a reasonable assurance that a company’s goals are met, with respect to: appropriate and efficient operations, reliable reporting and compliance with applicable laws and regulations. The Company is working systematically to identify and develop processes for internal control. Each control and process owner must prepare an action plan for identi- fied ineffective controls. The process owner must report the evaluation of the controls to the internal control coordinator and the CFO together with action plans for any controls that have been evaluated as ineffective. Internal control over financial reporting is intended to provide reasonable assurances regarding the reliability of the external financial reporting in the form of quarterly and annual reports and financial statements even though the external financial reporting is prepared in accordance with applica- ble legislation, accounting standards and other requirements for listed companies. The responsibility for the internal control, ultimately, rests with the Board of Directors which continuously, through the Audit Committee, evaluates Netel’s risk management and internal control. INFORMATION AND COMMUNICATION Internal steering documents such as rules, guidelines, handbooks and instructions are updated constantly in the accounting handbook and com- municated through internal meetings and other targeted dissemination. General strategic issues are communicated to the organisation through the intranet and employee meetings. Netel’s communication policy aims to ensure that all disclosure of information externally and internally is correct, relevant and reliable. The policy aims to ensure that requirements for disseminating information are compiled correctly and completely. For shareholders and other stakehold- ers wishing to monitor Netel’s performance, current financial information is published regularly on the website netelgroup.com. FOLLOW-UP The Board of Directors regularly follow-up the efficiency of the internal controls and discuss significant matters regarding accounting and report- ing. The company bases its work on documented standard procedures and work instructions. These procedures and instructions are reviewed internally. Deviations are reported to management and major deviations to the Board. The company’s auditors review the internal controls and report deviations, comments and activity proposals to the Audit Committee. The CEO reports regularly to the Board on follow-up of operational targets in the business plan. The CEO submits proposals for interim reports and year- end reports that are approved by the Board before they are made public. The Audit Committee continuously takes part of work involving internal controls and processes for financial reporting. The Audit Committee also takes part of the external auditors’ report regarding review and recommen- dations of internal controls that are reported to management and the Board. Policies, guidelines and procedures are updated and reviewed as needed but at least annually. The Board is responsible for maintaining general steering documents, and the CEO or person appointed by the CEO is responsible for other documents. INTERNAL AUDIT In 2025, the Board of Directors evaluated the Group’s need for an internal audit that resulted in the Board making the decision that Netel, in addition to the existing internal control processes and functions, did not need to introduce its own internal audit function in 2025. The Board has decided that the monitoring and reviews carried out internally, together with the external audit, are sufficient to maintain an effective internal control over the financial reporting. Investor relations The company’s CEO and CFO are responsible for contact with the share- holders. The company informs the shareholders through the annual report, the year-end report, interim reports, press releases and the website netel- group.com. During the year, they also participated in investor meetings and other investor activities. 31 POLICIES RESOLVED BY THE BOARD OF DIRECTORS Code of Conduct Code of Conduct for suppliers HR Policy Health and Safety Policy Environmental Policy Finance Policy Information Security Policy Insider Policy Related Parties Policy Communication Policy IT Policy Purchasing Policy Transfer Pricing Policy Internal Controls Policy Risk Management Policy Policy for Steering Documents Corporate Governance Report
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 32 Board of Directors Board of Directors Carl Jakobsson was re-elected as a board member at the Annual General Meeting on 8 May 2025. He chose to resign from the Board at his own request on 23 September 2025 following Cinnamon International S.à.r.l.’s divestment of all its shares. Carl Jakobsson represented IK Partners which are majority shareholders of Cinnamon International S.à.r.l. ALIREZA ETEMAD Chairman of the Board Elected to the Board: 2016. Chairman of the Board since 2024. Born: 1976 Education: Studied for a Master of Science in Industrial Engineering at Linköping Institute of Technology. Master of Science in Telecommunications technology/Management from Institut National des Télécommunications in Paris. Other assignments: Chairperson of Etemad Group AB, Carla AB, Juridium AB, Tempest Security AB, EGN AB and EGL Holding AB. Board member of Marconi LLC, AHUM AB, Wictor Family Office AB, Worldish AB, Salus Bostad AB and Alfa Sands AB. Previous assignments: Board member Actic Group AB (publ), ELLAB A/S, Visolit AS, RHN Invest AB, IK Invest- ment Partners Norden AB, Aspia Group AB, Aspia AB, Aspia Group Holding AB, Advania AB, Ainavda HoldCo AB, Ren10 Group Holding AB, Ren10 Holding AB and Skeppsbrons Skatt AB. Chair of Oriac CC AB, Oriac MPP AB, Cecure Bidco AB, Cecure Holding AB, Cecure Manco (A) AB, Cecure Manco (B) AB, Cecure Manco (C) AB, Cecure MidCo AB, Cecure TopCo AB, Ren10 Top Holding AB, Renta ManCo A1 AB, Renta ManCo A2 AB, Renta ManCo A3 AB, Renta ManCo C1 AB, Renta ManCo C2 AB, Renta ManCo C3 AB, Truesec Group AB och Truesec Holding AB. Shareholding in Netel: 3,427,728 shares via Etemad Group AB. GÖRAN LUNDGREN Board member Elected to the Board: 2016 Born: 1948 Education: Master of Science in Engineering from the Royal Institute of Technology, Stockholm. Management programs from IFL, ABB, Vattenfall, and others. Other assignments: Board member of GL add wise AB. Previous assignments: Chairperson of Efficax Energy AB, Meltron AB, Meltron Oy, Solarus Sunpower Holding AB and Solarus Sunpower Sweden AB. Board member of Solarus Sunpower Holding BV and Solarus Smart Energy Solutions BV. Shareholding in Netel: 26,170 shares. THERESE LUNDSTEDT Board member Born: 1981 Education: Master of Marketing and Management, Uppsala University. Other assignments: Board member of Lohilo Foods AB. Chairperson of RecruitTech Group AB, CEO Gimic AB and active in her own company Tessville AB, active in interim management, consulting and speaking engagements. Previous assignments: CEO of Colix Systems AB, CEO Urbangreen AB, CEO Aktieinvest AB, CEO Unga Aktiesparare and Board member of Spotlight Group AB, Climeon AB, Urbangreen AB, Swedish House of Finance and Investment AB Spiltan. Shareholding in Netel: 10,000 shares. NINA MACPHERSON Board member Elected to the Board: 2021 Born: 1958 Education: Master of Laws from Stockholm University. Other assignments: Member of the Supervisory Board and the Audit Committee of Traton SE. Board and Audit Committee member of Scania AB and Scania CV AB. Board member of the Swedish Corporate Governance Board. Deputy Board member of M&K Industrials AB. Previous assignments: Chief Legal Officer and secre- tary of the Board and its committees of Telefonaktie- bolaget LM Ericsson. Board member of the Swedish Association for Listed Companies, Scandinavian Enviro Systems AB and the Stockholm Chamber of Commerce’s Arbitration Institute. Chairperson of Ericsson AB. Shareholding in Netel: 30,007 shares.
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 33 Extended Management Team Management Team ANDERS MIKKOLA Head of Telecom Ger- many Born: 1979 Joined Netel: 2002 Education: Social science and economics studies from Westerlundska Gymnasium. Other current assignments: – Previous assignments: Owner of Amtravans. Shareholding in Netel: 23,600 warrants. LARS-ERIK SUNDELL Head of Power Norway Born: 1966 Joined Netel: 2021 Education: Bachelor of Science in Engineering, Master’s Degree in Electricity Economy and Strategic Management Other current assignments: Chair of the Board of Powersupply AS. Board member Infografikk AS. Previous assignments: CEO Park & Anlegg AS, BUM in Infratek Norge AS and CEO Infografikk AS. Holdings in Netel: 1,269 shares, 107,000 synthetic options and 23,600 warrants. FREDRIK HELENIUS CFO Born: 1990 Joined Netel: 2020 Education: Master of Science from Stockholm School of Economics. Other current assignments: – Previous assignments: Group Accounting Ma- nager for Netel Group 2020-2023. Consultant in accounting and tax matters. Holdings in Netel: 74,549 shares via ACAIA Invest AB and 107,000 + 23,600 warrants (a total of 130,600 distributed over two programs). JOHAN OLOFSSON Head of Group Operatio- nal Support Born: 1977 Joined Netel: 2010 Education: Post-secon- dary education in IT Other current assignments: – Previous assignments: Service Delivery Manager and Project Manager at Netel. Twelve years of expe- rience as an IT consultant before joining Netel. Holdings in Netel: 83,799 shares and 107,000 + 23,600 warrants (a total of 130,600 distributed over two programs). KLAS ELDEBRANDT Head of Power Sweden Born: 1971 Joined Netel: 2023 Education: Technical upper secondary school Other current assignments: – Previous assignments: CEO Bengt Dahlgren Projektledning AB. Various roles within Hifab for 15 years, including Market Area Director East. Holdings in Netel: 1,390 shares and 107,000 + 23,600 warrants (a total of 130,600 distributed over two programs). JEANETTE REUTERSKIÖLD President and CEO, Head of Telecom Sweden Born: 1974 Joined Netel: 2023 Education: Bachelor of Science in Engineering, Mälardalen University Västerås. Other current assignments: Chair of the Board of Qflow Group AB. Board member of In3prenör AB and Svevia AB. Previous assignments: Business Area President WSP Sweden, CEO Arcona and various positions at Hifab including CEO. Holdings in Netel: 245 927 shares and 215,000 + 23,600 warrants (a total of 238,600 distributed over two programs). AKSEL AAS Head of Telecom Norway Born: 1978 Joined Netel: 2020 Education: Master of Business Administration, Norwegian School of Economics. Master of Management and Bachelor in Marketing, BI Norwegian Business School. Other current assignments: – Previous assignments: Chief Operating Officer Netel AS, senior positions in Gjensidige Forsikring ASA. Holdings in Netel: 3,168 shares and 23,600 warrants. ROBERT CARLSSON Head of Infraservices Sweden Born: 1982 Joined Netel: 2025 Education: Studied at the Royal Institute of Technolo- gy, Stockholm. Ratos Busi- ness Executive Leadership program, Stockholm School of Economics. Other current assignments: - Previous assignments: Management positions Scandinavian Roadconstruction AB, NVBS, Serneke Anläggning AB, NCC, Hochtief Solutions AG and Peab Grundläggning. Holdings in Netel: 23,600 warrants. Aksel Aas and Robert Carlsson took up their positions in January 2026. Edward Olastuen, former Head of Telecom Norway, will remain at Netel in 2026 to support management in business development projects.
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 34 Risks and Risk Management Risks and Risk Management Netel’s operations and operating profit are affected by various factors. There is an ongoing process at every level in the organisation to identify risks and determine how to manage each risk. Netel is primarily exposed to industry and market-related risks, operational risks, financial risks and risks related to taxation and tax laws. The material risks that Netel is exposed to and how they are managed are described below, including sustainability risks. Risk Description Management Increased competition Competition may increase in regional and national projects if small local companies expand their business or if large competitors expand their business into Netel’s business areas. Competitive pressures may result in loss of market shares, lower profit margins and increased competition for qualified personnel. Netel’s competitive advantages include the company’s extensive experience in managing critical infra- structure projects, its broad customer base and long-standing customer relationships. With 25 years of experience in leading complex infrastructure projects, Netel has extensive knowledge and insight into critical success factors such as permit processes, an appreciation for how the environment may be affected during execution and knowledge about working in hazardous environments. A key strength is Netel’s de - centralised organisation, whereby the Group offers its customers insights into and knowledge about local conditions and regulations, while its subsidiaries act with the strength of a Group. Severe macroeconomic disruptions Demand for Netel’s services is not normally affected by minor macroeconomic variations. Severe declines in the economic activity are likely to adversely affect Netel’s business. A prolonged period of low growth may have a significant impact on customers’ willingness to invest. There is an underlying healthy growth within Netel’s market segment driven by strong megatrends such as climate change, digitalisation and the need to modernise the infrastructure. Expansion of the infrastructure also increases the customers’ service and maintenance needs. Netel therefore sees excellent potential to continue to grow with both existing and new customers. Netel’s growth strategy also entails that the com- pany is to grow to nearby geographical markets, thereby reducing dependence on individual sectors and creating scope for more efficient use of resources. No inflation compensation There is a risk that the Group cannot compensate for price increases, which could have a significant nega- tive effect on the financial result. The Group has as a guideline not to sign multi-year contracts that lack clauses on price compensation. Inability to adapt strat - egy and resources to technological advances or changed customer behaviour If Netel is unable to anticipate, assess or adapt to technological changes at a competitive price or provide competitive services on a timely basis or satisfactory terms, this could lead to Netel being unable to compete effectively. Should Netel not succeed in renewing its services as compared to its competitors, or keep up with new technological advances, or adapt to changes in terms of customer behaviour, this could lead to customers choosing competitors instead of Netel, which could have a material impact on Netel’s revenue, and, as a consequence, its results and financial position. Netel’s ability to anticipate, assess and adapt to rapid technological changes, including the ability to quickly and cost-effectively offer services in demand from customers have been key factors in achieving successful financial results and long-standing customer relationships. Through its extensive experience, a decen- tralised and agile organisation paired with employees who possess expert knowledge, Netel continues to promote a culture in which the vision is to be our customers’ preferred choice. Inability to adapt strategy and resources due to saturated markets and reduced willingness to invest among customers Netel may experience market saturation and reduced willingness to invest among customers when the infrastructure within a region or country is sufficiently expanded or modernised. This can affect sales, earn- ings and cash flow if Netel is unable to secure new business and shift resources when a market becomes saturated. Netel closely monitors and assesses the impact of overall short- and long-term developments in the critical infrastructure markets and endeavours to have close customer contacts to understand customers’ strat - egies and plans. These assessments underpin the annual strategic considerations that influence market focus and resource allocation. Risks related to the industry and markets
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 35Risks and Risk Management Risk Description Management Inability to identify, attract and retain highly skilled personnel and senior executives Netel also relies on its ability to hire and retain highly skilled project managers and technical personnel with the level of expertise necessary to conduct its operations. Netel is dependent upon the skills, expe - rience and efforts of its senior executives. If Netel fails to continue to attract and retain highly qualified employees and senior executives, the company risks being unable to sustain or further develop its business, which could have a material adverse effect on Netel’s operating profit. Netel’s decentralised organisation and robust market position are essential factors in why qualified employ - ees are attracted to and remain at Netel. Netel also works to maintain and strengthen its positive culture and strengthen its employer brand. Netel offers competitive compensation and benefits as well as the opportunity for employees to develop and grow within the Group. The employees are given the opportunity for individual career and competence development plans. Lack of succession planning The Group lacks in succession planning, which involves a risk that key people cannot be replaced within an acceptable time. This can negatively affect the business and delay negotiations and project execution, which can have a negative effect on the financial result as well as employee engagement and the employer brand. The divisions prepare succession plans to identify key people and skills needs in the short and long term. These plans are used to create a Group-wide picture of existing skills and short- and long-term needs. Shortage of project managers Netel’s operations and ability to carry out assignments effectively may be affected by a shortage of project managers. Each business unit has as a standing item at management team meetings the availability of short- and long-term project managers. See also Lack of succession planning and Inability to identify, attract and retain highly skilled personnel and senior executives. Inability to attract and re - tain younger employees There is a risk that Netel will not be able to meet younger employees’ expectations regarding, for example, work/life balance, which may make it difficult for Netel to retain younger employees. This complicates succession planning and means that Netel may lose knowledge and lack strong culture bearers in the long term. Netel works to meet the needs of employees at all ages and stages of life. Through employee interviews and employee surveys, a culture characterised by openness and short decision-making paths and succes- sion planning, Netel is laying the foundation for a strong employer brand. Netel works actively to build the employer brand in both internal and external channels. Expansion through acquisitions As part of its business strategy, Netel can make add-on acquisitions. Future acquisitions pose risks, including: integration diverts resources from other operations and disrupts ongoing business; loss of key employees in the acquired companies; inability to retain relationships with the acquired companies’ customers; inability to realise synergies and/or strategic advantages of the acquisitions due for example to culture clashes between Netel and the acquired company; and unforeseen liabilities or other claims from the acquired companies. Acquisitions could lead to losses, write-offs or liabilities that adversely affect Ne - tel’s financial position or operating profit. In addition, Netel could issue shares as consideration for acquired businesses, which can dilute its current shareholders’ percentage of ownership. Netel’s acquisition process includes relevant due diligence processes covering legal, financial, tax and com- mercial issues. In addition, the company acquired should have strong, competent management, identified revenue synergies and a business culture that matches Netel’s way of working and culture. Netel is now developing the acquisition process further by developing a process for integrating acquired companies. Changes in business forms or project struc - tures Netel’s business is based on projects and framework agreements. The risks associated with different proj- ects and framework agreements vary depending on the type of business form and project structure. Risks associated with different projects vary depending on the size of the projects. Large projects are typically characterised by intensive competition and experienced customers with large procurement resources, resulting in downward pressure on prices. The projects often extend over long periods, are complex and associated with complicated estimates as regards work and use of materials. Small projects are character - ised by local competition and stronger local presence. These projects typically entail low risk but also lower earning potential. Depending on the development of the business and the market, the project mix may vary, meaning that the risks associated with Netel’s projects may change over time. Changes in business forms or project structures could affect the risk profile for Netel’s projects and thereby the earning poten- tial. This can have an adverse effect on the company’s financial position and operating profit. Netel evaluates projects and framework agreements according to a structured tender process that includes analysis of potential risks regarding changed conditions for works and materials, and adapts assessment and action according to identified risks. The tender process is followed by a structured approval and au- thorisation procedure which means that tenders, depending on size, must be approved by management, CEO, or, where applicable, the Board of Directors. Furthermore, Netel strives to maintain a high proportion of framework agreements and service and maintenance as part of the total business mix in order to reduce project dependency. Non-exclusive framework agreements and contracts without guaranteed volumes Several of Netel’s framework agreements with customers are non-exclusive and a majority do not provide any guaranteed volumes. This could lead to an unexpected loss of revenue and a reduction in expected backlog, which could have a material adverse effect on Netel’s business, financial position and operating profit. Netel’s processes, goals and activities aim to achieve the vision that Netel should be customers’ first choice and ensure that Netel is an attractive employer and is competitive in public procurement with the main evaluation criteria being price. Dependence on a limited number of customers Netel generates a significant portion of its sales from a limited number of customers and any significant loss of business from these customers or other key customers could have a material adverse effect on the company’s business, financial position and operating profit Netel strives to raise the number of customers by landing new customers and expanding into nearby geographical areas. At the same time, Netel focuses on maintaining a balance in terms of customer compo - sition and has a high share of larger blue-chip customers with framework agreements. Workplace accidents An accident involving Netel’s employees, subcontractors or other third parties could harm Netel’s reputa- tion, affect its ability to compete for business, and if not adequately insured or indemnified, could have a material adverse effect on Netel’s business, financial position and results of operation. Netel’s sustainability agenda permeates the entire business and is an integrated part of the strategy. Everything that Netel does is to be done in a responsible and sustainable way, adhering to high ethical standards. The company places the same high demands on its subcontractors and suppliers. Good work conditions are one of several prioritised sustainability issues where Netel has set a target that no one is be injured while carrying out assignments for Netel. Consequently, Netel works proactively to prevent and avoid risks at the workplace. Customer agreements that lack limitations of liability or have high monetary caps Certain subsidiaries have signed, and may in the future sign customer agreements that lack satisfactory limitations of liability and/or have high monetary caps on Netel’s liability. If a subsidiary is found liable for damages, it could have a material adverse effect on the Netel’s results of operation, and consequently its financial position. Netel’s policy is to not sign agreements without satisfactory limitations of liability. Existing agreements with- out satisfactory limitations of liability refer to projects and these projects are carefully overseen to minimise the risk of any deviation that may lead to liability for damages. Operational risks
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 36Risks and Risk Management Risk Description Management Weather conditions Netel’s operations and ability to carry out assignments may be affected by weather factors. An early or late winter with low temperatures has a negative impact on excavation projects, while autumn storms can entail more assignments to secure power lines. Netel balances the risk by operating in several segments, countries and regions, and by taking into account and managing any risks linked with delivery times in contracts. Implementation of digital tools and new IT systems The implementation of digital tools and new business systems can lead to project delays, increased IT costs, and inefficient use of resources. Netel is preparing the implementation carefully and the changes are taking place gradually within parts of the organisation so that any problems that arise can be addressed without affecting the entire organisa- tion. Cyber attacks or faults in IT systems Cyber attacks or faults in critical systems can lead to disruptions in key business process that can have adverse effects on Netel’s operating profit. Interruptions or errors can also occur during the transition to new IT systems. Disruptions or faults in the IT system may also impact Netel’s personal data processing and lead to fines or demands for damages as well as injunctions from supervisory authorities to rectify the error which may adversely affect Netel’s reputation and financial position. Netel has a management model for IT that includes steering, standardised IT processes and an organisa- tion for IT security. IT security work involves continuously risk analysis, preventive measures and the use of security technologies. Standardised processes exist for the implementation of new system, updates to existing systems and day-to-day operations. Most of Netel’s IT system are built on well-established systems. Within the Group, training courses and tests in IT security are regularly carried out. Lack of motivation among employees As a result of organisational changes, increased efficiency requirements and lack of internal communica- tion, employee motivation may decrease. Motivated employees are a success factor for Netel and therefore a priority issue. The basis for motivated employees is good leadership, clear communication, realistic goals and opportunities for further develop - ment, which Netel works with every day in all parts of the organisation. Parts of the organisation can be negatively affected when, for example, organisational changes are implemented when extra high demands are placed on leadership and communication skills.. Risk Description Management Risks related to failed calculations and assess- ments or failed project management The risk of negative consequences as a result of shortcomings in calculations and assessments or project management is particularly high in projects where the compensation structure is a fixed price. In the case that Netel bears the risk of unforeseen or altered conditions, there is also a risk of contractual penalties. Shortcomings in calculations, project management and related factors may have an adverse effect on Netel’s operating profit, and by extension, Netel’s financial position. Netel always endeavours to effectively develop quality project management in critical infrastructure and to have highly qualified employees with specialist knowledge. Netel regularly assesses current calculations and estimates to ensure accurate financial reporting. In addition, Netel strives to continuously improve and streamline project management, which means developing skills and evaluating effective tools such as relevant system support. Refinancing risk Refinancing risk refers to the risk that financing cannot be obtained or renewed on the expiry of its term or can only be obtained or renewed at significantly increased costs. Netel primarily finances its business through equity, loans and its own cash flow. There is a risk that additional capital cannot be obtained or can only be obtained at unfavourable terms and conditions. Netel may in the future become in breach of financial cove- nants and other obligations in the credit and loan agreements that constitute grounds for termination due to general economic environment or disruptions in the capital and/or credit markets. This may affect its ability to finance future business and affect Netel’s ability to carry out business opportunities and activities. In 2025, Netel renegotiated and extended its two main credit facilities. The financing and the two main credit facilities run until 30 June 2027 and mainly include liquidity as a financial commitment (covenant). As of 31 December 2025, Netel had fulfilled its commitments in the said facility agreements and did not report any short-term facilities in relation to main financing, therefore, Netel assesses the short-term refinancing risk as low. In 2026, Netel is focusing on refinancing existing financing. Inability to effectively manage exposure to interest rate and exchange rate risks Any increase in interest rates can increase the Netel’s financing expenses related to its variable rate in- debtedness and increase the costs of refinancing its existing indebtedness and issuing new debt. As Netel continues expanding its business into existing and new markets, it expects that a large and increasing percentage of its net sales and selling expenses will be denominated in currencies other than SEK. As a result, the Netel’s currency exchange risk will increase, whereby changes in exchange rates between SEK and other currencies in which the Group does business could result in foreign exchange losses. Netel works closely with its banking contacts to discuss and manage exposure to both interest rate and foreign exchange risks. Netel renegotiated and extended existing financing through 2025 and has not iden- tified any significant interest rate risks in the short term. Furthermore, Netel continuously assesses foreign exchange risk and evaluates hedging alternatives from time to time. Percentage of comple - tion method Netel’s revenue from projects are reported in accordance with the percentage of completion method. This means that Netel reports revenue and profits during the project in proportion to the actual costs’ part of forecasted project costs. There is a risk that estimated revenue and profits contain errors and are reported with too high amounts, which may result in adjustments to previously reported project incomes and may have an adverse effect on Netel’s financial position. Netel applies percentage of completion method when revenue and costs can be calculated in a reliable way. The method means that the results are evened out and better reflect reality. Netel regularly assesses current calculations and estimates to ensure updated forecasts of revenue and costs, as well as accurate financial reporting. Financial risks
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 37Risks and Risk Management Risk Description Management Non-compliance with applicable regulations Failure or inability to comply with applicable regulations could subject Netel to penalties and result in a loss of its contracts, which could reduce sales, profit and cash flow. One of Netel’s competitive advantages is the company’s extensive experience in managing critical infrastruc- ture projects, which includes knowledge about regulations and guidelines. Netel works to ensure that it has highly qualified employees to maintain its knowledge regarding current regulations and guidelines. The decen- tralised organisation contributes to Netel’s employees having good insight into local regulations and guidelines. Litigation, administrative and arbitration proceed- ings Netel could be involved in legal or arbitration proceedings relating in particular to civil liability, competition, intellectual property and industrial property, taxation, employment and environmental matters. If the out - come of legal, administrative or arbitration proceedings were to be unfavourable, it could have a material adverse effect on the Netel’s business, financial position and operating profit. In the case that Netel is the object of more extensive legal disputes, the precautionary principle is applied and provisions deemed suitable will be made. Netel has well-established collaborations with tax experts within each jurisdiction. Legal and regulatory risks Risk Description Management Taxation and tax laws Netel is exposed to risks relating to taxation. Netel is subject to complex tax laws in each of the jurisdictions in which the Group operates. Changes in tax laws or interpretation of tax laws could have material adverse consequences on the Group’s tax situation, its effective corporate income tax rate and the amount of taxes to be paid. Netel has well-established collaborations with tax experts within each jurisdiction and applies the precau- tionary principle is matters of assessment. Employee reinvestments To the end of 2023, Netel carried out a number of new share issues, e.g. to enable ownership for key employees and reinvestments of the sellers of acquired companies with continued employment within the Group after the acquisition. If the Swedish Tax Authority would be of the opinion that the shares were acquired below market value, there is a risk that the difference is deemed to be a benefit for the purchaser, entailing an obligation for Netel to pay social security contributions on the same amount, and that a tax penalty is applied to the additional social security contributions. Further, there is a risk that the instruments are disqualified as securities, which would result in social security contributions being levied on any gain following an exit. This may adversely impact Netel’s financial position and operating profit. Tax risks Risk Description Management Goodwill Intangible assets in the form of goodwill constitute a significant part of Netel’s assets. Goodwill is subject to impairment testing. Reporting impairment includes uncertainty as the company must make forward looking assumptions calculating the recoverable amount based inter alia on assumptions about future cash flows. A negative trend in the business may force the company to report impairment equal to all or part of the carrying amount, which may have a material adverse effect on the Netel’s financial position and operating profit. Goodwill and brands with indefinite useful lives are tested annually for impairment and the value in use is determined based on management’s business plan and five-year forecasts for future net cash flows. The most important estimates and assumptions relate to future cash flows attributable to growth, margins and other factors affecting cash flow. The forecasts are determined by the management of each division and are based on historical experience, expected future development and take into account internal resources and exter- nally available market information, such as investment plans and market conditions. The sensitivity analysis, based on the current business plan, shows that the value in use may be less than the carrying amount in the event of a combined negative change in several significant assumptions, a so-called perfect storm. Manage- ment believes that, in light of the business plan that forms the basis for the calculation and under reasonable assumptions, there is no need for impairment as of the balance sheet date. Furthermore, Netel has a clear and structured acquisition process. See above under the risk “Expansion through acquisition”. Through a careful acquisition analysis, clear acquisition criteria, structured follow-up, decentralised organisation, active work on succession issues and, for some of the acquisitions, long-term conditional additional purchase prices, Netel creates the conditions for continued good development in acquired companies. Risk of profitability problems in all or parts of the business Netel may experience profitability problems in all or parts of its operations. This could lead to problems in signing new or renewed customer contracts, losing suppliers or subcontractors, obtaining finance, recruit - ing new employees or retaining existing employees. Netel’s overall goal is to grow with profitability. As part of its strategy to grow profitably, Netel works closely with customers and suppliers, continuously analysing market developments, raw material markets and supply chains in the short and long term, monitoring and forecasting project portfolio and execution. Netel works constantly to have a competitive, attractive offering that supports the goal of profitable growth. See also risk management under risks related to industry and markets and operational and other financial risks.
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Operations + Governance - Corporate Governance Report Board of Directors Management Team Risks and risk management Sustainability Report + Financial statements + Other information + Netel | Annual and Sustainability Report 2025 38Risks and Risk Management Sustainability risks and risk management Risk Description Management Non-compliance with applicable regulations Failure or inability to comply with applicable regulations could subject Netel to penalties and result in a loss of its contracts, which could reduce sales, profit and cash flow. One of Netel’s competitive advantages is the company’s extensive experience in managing critical infra- structure projects, which includes knowledge about regulations and guidelines. Netel works to ensure that it has highly qualified employees to maintain its knowledge regarding current regulations and guidelines. The decentralised organisation contributes to Netel’s employees having good insight into local regulations and guidelines. Litigation, administrative and arbitration proceed- ings Netel could be involved in legal or arbitration proceedings relating in particular to civil liability, competition, intellectual property and industrial property, taxation, employment and environmental matters. If the out - come of legal, administrative or arbitration proceedings were to be unfavourable, it could have a material adverse effect on the Netel’s business, financial position and operating profit. In the case that Netel is the object of more extensive legal disputes, the precautionary principle is applied and provisions deemed suitable will be made. Netel has well-established collaborations with tax experts within each jurisdiction. Subcontractors and suppliers fail to follow laws and regulations re - lated to labour laws and/ or fail to pay taxes and employer’s contributions for employees. There is a risk that subcontractors and suppliers use temporary workforce and circumvent laws and regula- tions pertaining to labour law. Code of Conduct for subcontractors and suppliers. Repeat audits of subcontractors and suppliers. Potential termination of relationship in the event of severe violations. Subcontractors and suppliers participate in forming cartels. There is a risk that subcontractors form cartels in order to win tenders with Netel. Netel works to maintain close, long-standing relationships with its subcontractors and suppliers. Code of Conduct for subcontractors and suppliers. Violations of data protec - tion laws and the Group’s privacy policy Netel’s employees could violate data protection laws and the Group’s privacy policy. Netel’s employees are to be trained in data protection matters and to sign the Code of Conduct.
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Netel | Annual and Sustainability Report 2025 39 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report Netel | Annual and Sustainability Report 2025 Sustainability Report 39
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Netel | Annual and Sustainability Report 2025 40 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report BP-1 GENERAL BASIS FOR PREPARATION OF THE SUSTAINABILITY STATEMENT The 2025 Sustainability Report was prepared in accordance with the European Corporate Sustainability Reporting Directive (CSRD) and the underlying European Sustainability Reporting Standards (ESRS). The Sustainability Report provides an overview of how Netel’s gov- ernance works as well as an account of outcomes in the environment, employees and governance. It also includes detailed information about how we work with sustainability and business conduct. This introduc- tory section of general disclosures highlights the material impacts, risks and opportunities that could be identified as well as our sustain- ability reporting principles. Together they form the basis of our sustain- ability reporting. The goal of the report is to give stakeholders a true and fair overview of the relevant factors, activities, methods and results of the 2025 financial year. The Sustainability Report was prepared at the consolidated level, with the same scope as the financial reporting. In preparing the Sustainability Report, Netel has utilised the option of omitting certain confidential or commercially sensitive information in accordance with applicable regulations. Any such omissions have been made restrictively and without affecting the overall fair presen- tation of the Sustainability Report. The double materiality assessment (DMA) described in ESRS 2 IRO 1 includes impacts, risks and opportunities (IRO) in our own operations and in the value chain, both upstream and downstream (see ESRS 2 SBM-1). This sustainability reporting applies the short-, medium- and long-term time horizons as defined in ESRS 1. BP-2 DISCLOSURES IN RELATION TO SPECIFIC CIRCUM- STANCES This is the first year that Netel has prepared a Sustainability Report in accordance with ESRS. This has entailed new processes for collecting, quality-assuring and consolidating data from the entire Group. In some cases, this resulted in limitations to scope and comparability compared with prior years. Netel applied the “Quick Fix” amendments and excluded reporting for E4 Biodiversity and ecosystems as well as S2 Workers in the value chain, even though they were deemed material in the materiality assessment. The operations in Finland and the UK, which were divested in June 2025 and December, respectively, are excluded in their entirety from the sustainabilityreporting unless stated otherwise. Estimates regarding value chain data Some sustainability metrics include estimates of data from the value chain where primary data was unavailable. This mainly concerns Scope 3 GHG emissions, in particular the categories of purchased goods and services and capital goods, but also Scope 1 greenhouse gas emissions from machinery in the company’s own operations. The calculations are based on supplier data wherever available, and other- wise on spend-based methods and industry average emission factors. Estimates of the distribution between different types of raw materials, such as steel, plastics and cement, were also made. Such distributions were based on local management’s best assessments using financial data and purchasing structure. The use of indirect estimates and standardised data entails a higher level of uncertainty compared with primary data, particularly in categories with limited supply chain transparency. Netel intends to gradually increase the share of primary data from strategic suppliers and further develop internal systems and supplier requirements so as to improve data quality over time. Appendix for ESRS E4 and ESRS S2 In accordance with ESRS 1 Appendix C, Netel has made use of the transitional provisions and therefore does not provide full disclosures under ESRS E4 (Biodiversity and ecosystems) and ESRS S2 (Workers in the value chain). However, both matters have been deemed to be material in the double materiality assessment. E4 Biodiversity and ecosystems Materiality primarily relates to groundwork and infrastructure proj- ects that could impact local ecosystems. Risks are managed on the basis of environmental policy, project-based environmental risk as- sessments, permitting processes and compliance with environmental legislation. The matter is integrated into the overall environmental work and is monitored under the framework of the environmental management system. S2 Workers in the value chain Materiality relates to the working conditions and occupational health and safety of suppliers and subcontractors. Risks are managed on the basis of codes of conduct, contractual requirements and supplier monitoring. Identified shortcomings are managed by dialogue and action plans. Monitoring takes place via supplier assessments and incident reporting. General disclosures
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Netel | Annual and Sustainability Report 2025 41 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report GOV-1 THE ROLE OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES GOV-2 INFORMATION PROVIDED TO AND SUSTAINABILITY MATTERS ADDRESSED BY THE UNDERTAKING’S ADMIN- ISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES The Board, which is comprised of four members, has overall respon- sibility for the strategic direction of Netel’s sustainability work and decides on the company’s policies and guidelines in this area. There are no employee representatives on the Board. The gender distribu- tion is 50 per cent female and 50 per cent male. All four members are independent of the company and its management, corresponding to 100 per cent of the Board. Collectively, the Board possesses experi- ence relevant to Netel’s business, including expertise in telecom and infrastructure development, project operations, financial manage- ment and experience from the geographical markets served by the Group. Sustainabilityis a standing item in the Audit Committee’s meetings. The Audit Committee held eight meetings during the financial year, thus ensuring the Board’s ongoing oversight of sustain- ability activities. The CEO and Management Team are responsible for the operation- al governance of Netel and report regularly to the Board. They ensure compliance with established sustainability targets and the imple- mentation of sustainability strategies in the daily operations. The Finance Department has a central role in integrating the sustainability targets into Netel’s financial monitoring and overall risk management. There are established systems and processes for identifying, monitoring and managing climate-related risks, opportu- nities and impacts, which are managed as an integrated part of the company’s risk management. The Chief Financial Officer (CFO), who together with his team is responsible for coordinating sustainability activities, ensures that sus- tainability is part of daily operations by working closely with division heads. The CFO is also responsible for ensuring that sustainability is regularly addressed in Management Team meetings and that sus- tainability aspects are considered in the operational decisions. Netel believes that the combined expertise of the Board, Manage- ment Team and the Finance Department is adequate for pursuing and following up Netel’s sustainability work. External consultants are engaged, when necessary, to complement internal expertise in specific sustainability areas. GOV-3 INTEGRATION OF SUSTAINABILITY-RELATED PERFORMANCE IN INCENTIVE SCHEMES The CEO and CFO are covered by incentive programmes that include sustainability-related targets. They can account for up to no more than 15 per cent of variable remuneration. The specific sustainability targets included in the incentive programme refer to reducing GHG emissions in line with the company’s climate strategy. It is the Board, through the Remuneration Committee, that adopts the incentive programme every year. The Board does not have an incentive programme that includes sustainability targets. GOV–4 STATEMENT ON DUE DILIGENCE The table below shows how Netel’s work on due diligence is reflected in the disclosures of this Sustainability Report. Core elements of due diligence Paragraphs in the Sustainability Report a) Embedding due diligence in gover- nance, strategy and business model GOV-2 GOV-3 SBM-3 b) Engaging with affected stakeholders in all key steps of the due diligence GOV-2 SBM-2 SBM-3 S1-2 c) Identifying and assessing adverse impacts GOV-2 SBM-2 IRO-1 d) Taking actions to address those adverse impacts SBM-3 E1-1 E2-2 E5-2 S1-4 e) Tracking the effectiveness of these efforts and communicating E1-4 E5-3 S1-5 GOV–5 RISK MANAGEMENT AND INTERNAL CONTROLS OVER SUSTAINABILITY REPORTING The internal control structure for sustainability reporting is designed to ensure that all sustainability data collected is accurate and reliable. Through clearly defined roles and responsibilities, together with sys- tematic monitoring and review, we can ensure that our reporting meets the requirements of applicable regulations and stakeholders. We are continuously working to improve our data collection and monitoring processes, including quality assurance and independent review of sustainability data. In order to further strengthen control, we have implemented a reporting structure that complies with international standards and ensures that our sustainability risks are managed in line with Netel’s strategic goals and values. Regular training and awareness-raising ensure that all relevant employees are well versed in our sustainability requirements and control processes. Governance
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Netel | Annual and Sustainability Report 2025 42 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report SBM-1 STRATEGY, BUSINESS MODEL AND VALUE CHAIN Netel’s value chain extends from the purchase of raw materials and processing of components to carrying out complex infrastructure projects and delivering critical functionality to end customers. As an electricity, telecom and infraservice contractor, Netel works with a broad network of suppliers, distributors, subcontractors and custom- ers. This value chain is the foundation for the company’s business model and creates the conditions for carrying out projects efficiently, sustainability and at a high-level of quality. Raw materials Raw materials are the foundation of many of the components used in Netel’s projects and consist of biological, mineral and fossil-based and recycled resources that are obtained from local and global sources. Netel prioritises renewable materials and promotes responsible man- agement of non-renewable resources wherever the company can. The balance between volume, cost and technical quality is central to meeting requirements on both efficiency and sustainability. The quality and availability of raw materials are crucial for Netel to be able to deliver solutions that sustainably meet customer and societal needs. Processing and assembly Processing and assembly are a key part of many industrial value chains. Raw materials such as metals, plastics, wood or other mate- rials are processed and transformed into components with specific properties and functions. These components are then used at several stages, often in an upstream value chain, to ultimately be assembled into finished products or systems. Netel’s purchases of raw materials and semi-finished products are made from major distributors or specialised product suppliers who can ensure consistent quality, delivery reliability and compliance with relevant environmental and labour requirements. This allows Netel to focus on its core competencies such as design, project management and final assembly, while other actors in the value chain handle the processing of the raw materials. Materials and services The most important product groups that Netel purchase are mate- rials for land development, such as gravel, sand, crushed stone, soil, cement, asphalt and pipes for drainage, water and sewage. Power projects involve products such as power lines, cables, transformers and other equipment. Within fibre networks, purchases comprise fibre cables, switch cabinets and connection boxes. Subcontractor procurement is a significant part of operations and is crucial for carrying out projects efficiently and with high quality. Netel works with a broad network of specialised subcontractors that con- tribute expertise in groundwork, installation and technical solutions. This approach allows for flexibility, efficient use of resources and strong local support of the projects carried out. Netel has work envi- ronment, safety, environmental and ethical requirements for its entire supply chain. Raw materials E1 Climate change mitigation E2 Pollution of soil E2 Pollution of water E4 Biodiversity E4 Ecosystems E5 Resource use Processing and assembly E1 Climate change mitigation E5 Resource use E5 Waste S2 Working conditions S2 Equal treatment S2 Other work-related rights G1 Corruption and bribery Materials and services E5 Resource use E5 Waste S2 Working conditions S2 Equal treatment S2 Other work-related rights G1 Corruption and bribery G1 IT and cyber security Customers G1 Corporate culture G1 Corruption and bribery G1 IT and cyber security E1 Climate change adaptation Projects E1 Climate change mitigation E1 Climate change adaptation E2 Pollution of soil E2 Pollution of water E5 Waste S1 Working conditions S1 Equal treatment G1 Corporate culture End users E1 Climate change adaptation G1 IT and cyber security This model illustrates where Netel’s material topics within ERSR arise due to the company’s direct and indirect business relationships in the entire value chain: upstream, own operations and downstream, including the company’s stakehold- ers. General information
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Netel | Annual and Sustainability Report 2025 43 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report Customers Netel has a broad customer base and each division has its unique customer base. Infraservices’ customers are mainly municipalities and private companies operating in the regions where Netel is located. A local presence makes it possible to build strong customer relationships and deliver tailored solutions that meet specific needs. In Power, Netel mainly works with energy companies, both private and publicly owned. These long-term partnerships enable us to contribute to the development of main grids and regional and local networks. In Telecom, customers are mainly mobile and telecom operators. Netel works closely with them to ensure high-quality solutions for both mobile and fixed networks. The customer base includes every- thing from major telecom companies to local operators that need support in their network expansion projects and mobile networks. Projects Projects in every division vary in size, depending on customer needs. They can be governed by both framework and project agreements and include everything from design, purchase and installation to maintenance. Some of the framework agreements include guaranteed volumes, while others are a precondition for competing for tenders. The project agreements usually contain start and end dates and mile- stones that are to be met during the contract period. Other contrac- tual terms can include indexation or price adjustment for changes and additions, and penalties for delays. Netel’s construction contracts apply different forms of remuner- ation depending on the scope and nature of the project. The most common forms are fixed prices and a time and materials basis, which each offer unique advantages and are used in different contexts. End users As Netel builds critical infrastructure, the end users are all individuals and businesses in society, making our work both responsible and critical to society. In Infraservices, projects focus on the modernisation of water and sewage systems that are critical to the functioning of society. The project ensures that people have access to clean water and that the wastewater is handled in a sustainable manner. The end users are directly affected by these installations, which are often the basis for a functioning and healthy infrastructure in both urban and rural areas. In Power and Telecom, end users are both individuals and compa- nies that use electricity and telecommunications networks. These networks are fundamental to society as a whole and affect everything from the everyday lives of individuals to the activities of companies and organisations. By delivering robust and reliable solutions for supplying electricity and telecommunications, Netel contributes to maintaining the infrastructure that is necessary for an efficient and resilient society. Netel gains deep insights into the customers’ sustainability de- mands in both the short and long term. These insights are valuable for Netel’s internal priorities and during the Group’s dialogues with subcontractors and suppliers. Netel is a member of the Swedish Construction Federation and a supporting member of Fair Play Bygg in Norway. SBM-2 INTERESTS AND VIEWS OF STAKEHOLDERS Stakeholder dialogues Netel’s operations are of concern to a vast number of stakeholders. As part of our sustainability efforts, Netel has dialogues with key stakeholders, and their opinions form the basis for our priorities and focus areas in regard to sustainability. Netel communicates regularly with stakeholder groups in various ways. For example, when planning day-to-day operations, and in discussions about sustainability during business meetings with customers and subcontractors. During customers’ supplier audits, Stakeholder Dialogues Main topics for dialogue Priority sustainability topics Employees Employee surveys, employee appraisals, workplace meetings, labour union collab - oration, manager and employee training. Work environment, safety, skills devel- opment. Attitudes, norms. Motivated employees. Safe workplaces. Equal and fair working conditions. Customers Customer satisfaction surveys, business meetings, customers’ supplier audits. Occupational health and safety. Work - ing conditions. Climate impact. Envi- ronmental risks and risks management. Safe workplaces. Equal and fair working conditions. Reduce climate impact. Focus on the environment. Compliance with Code of Conduct for subcontractors and suppliers. Owners and investors Financial reporting, annual general meeting, investor meetings, press releas- es and news on the website. Climate impact. Environmental risks and risks management. Governance and follow-up. Reduce climate impact. Focus on the environment. Subcontractors and suppliers Business meetings, assessments, follow-ups and controls. Monitoring of compliance with the Code of Conduct. Work environment, safety. Working conditions. Climate impact. Environ- mental risks and risks management. Compliance with the Code of Conduct. Focus on the environment. Compliance with Code of Conduct for subcontractors and suppliers. Other stakeholders – the industry, authorities, po- tential employees Industry organisations, tradeshows, dialogues with municipalities and local authorities, vocational schools and universities. Work environment, safety. Working conditions. Environmental risks and risks management. Safe workplaces. Equal and fair working conditions. Focus on the environ- ment.
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Netel | Annual and Sustainability Report 2025 44 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report SBM-3 MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL Netel’s strategy and business model is impacted by the material sustainability-related impacts, risks and opportunities identified in the Group’s double materiality assessment (DMA). These aspects are considered an integrated part of strategic planning, business devel- opment and risk management for ensuring long-term sustainable value creation. The following table shows the material impacts, risks and opportu- nities identified in the DMA process. For a more detailed description of each area, refer to the sections for each standard. ESRS standard Topic within the standard Impact on the environment and society Financial materiality Double materiality E1 Climate change Climate change adaptation Positive Opportunity Climate change mitigation Negative Risk E2 Pollution Pollution of water Negative Not material Pollution of soil Positive Not material E4 Biodiversity and ecosystems Ecosystems Negative Not material Biodiversity Negative Not material E5 Circular economy Resource use Negative Risk Waste Positive and negative Not material S1 Own workforce Working conditions Positive and negative Opportunity and risk Equal treatment Negative Opportunity and risk S2 Workers in the value chain Working conditions Positive and negative Opportunity and risk Equal treatment Negative Not material Other work-related rights Negative Not material G1 Business conduct Corporate culture Positive and negative Opportunity and risk Corruption and bribery Negative Risk IT and cyber security Negative Risk
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Netel | Annual and Sustainability Report 2025 45 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report IRO-1 DESCRIPTION OF THE PROCESSES TO IDENTIFY AND ASSESS MATERIAL IMPACTS, RISKS AND OPPORTUNITIES To ensure comprehensive and relevant sustainability reporting, Netel has conducted a double materiality assessment. The purpose of the double materiality assessment is to identify and prioritise the sustain- ability aspects that impact both the environment and society and Netel’s financial performance. Methodology and process The double materiality assessment was carried out in several steps to ensure that all relevant sustainability matters are taken into account. The analysis covers two perspectives: Impact materiality This aspect is about Netel’s impact on the outside world – environ- ment, people and society – as a result of our activities or business relationships. Here, the impact is assessed based on severity, includ- ing scale (how large the impact is), scope (how many people are affected) and irremediable character (how difficult it is to remedy the damage). Positive and negative impacts are considered and the focus is on identifying and addressing the most material matters. Financial materiality The financial aspect focuses on the impact of an issue on Netel’s financial performance, value or future financial position. It includes both risks and opportunities linked to factors such as legislation, market trends, climate change or social change. Materiality is assessed based on the financial impact and the likelihood of its occurrence. Criteria and thresholds Netel has set thresholds for both financial materiality and impact materiality in order to maintain consistency in assessments of sus- tainability matters. The assessment is based on scoring according to predefined scales and weighting relevant factors. For financial materiality, the threshold was determined by a com- bined assessment of the estimated size of the financial effect in rela- tion to EBITDA and the likelihood of the effect being realised within the relevant time horizon. Sustainability matters with a total score indicating significant economic impact were assessed as exceeding the threshold. For impact materiality, the threshold was based on the severity of the impact, assessed by weighing its scale, scope and irremediable character, and – for potential impacts – the likelihood of the impact occurring. Topics with a high overall severity were deemed to be material. The thresholds were applied following a standardised approach to all the sustainability topics assessed, and they form the basis for the final classification of material sustainability matters. Data collection and stakeholder dialogue As part of the assessment, we conducted an extensive stakeholder dialogue to gather insights from our key stakeholders, including cus- tomers, employees, investors and suppliers. Through workshops, data collection and interviews, we identified the sustainability matters deemed most relevant to these groups. The results of these dialogues were compared and fed into the final assessment of material sustain- ability matters. In addition, we used both internal and external information to anal- yse risks, opportunities and impacts related to sustainability matters. This information provided us with a deeper understanding of which areas are critical to our business model and the long-term sustain- ability of the business. Results and analysis The results of the double materiality assessment led to prioritising the sustainability matters that have the greatest impact on both Ne- tel’s financial performance and our responsibility with regard to the environment and society. These matters were integrated into Netel’s sustainability strategy and reporting. The assessment also identified potential risks, opportunities and impacts related to sustainability that Netel should consider in its strategic planning going forward. These insights help us focus our re- sources and efforts on the areas that both create value for Netel and contribute to a positive impact on society and the environment. Continuous follow-up The double materiality assessment is a dynamic process that will be updated regularly to reflect changes in the market, new risks and stakeholder expectations. We will continue to develop our assess- ment to ensure that we remain updated on relevant sustainability matters and continues to meet our business objectives in a sustain- able manner.
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Netel | Annual and Sustainability Report 2025 46 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report IRO-2 DISCLOSURE REQUIREMENTS IN ESRS COVERED BY THE UNDERTAKING’S SUSTAINABILITY STATEMENT List of material disclosure requirements Page number BP-1 General basis for preparation of the sustainability statement 40 BP-2 Disclosures in relation to specific circumstances 40 GOV-1 The role of the administrative, management and supervisory bodies 41 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies 41 GOV-3 Integration of sustainability-related performance in incentive schemes 41 GOV–4 Statement on due diligence 41 GOV–5 Risk management and internal controls over sustainability reporting 41 SBM-1 Strategy, business model and value chain 42 SBM-2 Interests and views of stakeholders 43 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 44 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 45 E1-1 Transition plan for climate change mitigation 53 E1-2 – Policies related to climate change mitigation and adaptation 53 E1-3 Actions and resources in relation to climate change policies 53 E1-4 Targets related to climate change mitigation and adaptation 53 E1-5 Energy consumption and mix 54 E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions 54 E1-7 GHG removals and GHG mitigation projects financed through carbon credits 58 E1-8 Internal carbon pricing 58 E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities 58 E2-1 Policies related to pollution 59 E2-2 Actions and resources related to pollution 59 E2-3 – Targets related to pollution 60 E2-4 Pollution of air, water and soil 60 E2-5 Substances of concern and substances of very high concern 60 Page number E5-1 Policies related to resource use and circular economy 61 E5-2: Actions and resources related to resource use and circular economy 61 E5-3 Targets related to resource use and circular economy 61 E5-4 Resource inflows 62 E5-5 Resource outflows 62 S1-1 Policies related to own workforce 63 S1-2 Processes for engaging with own workforce and workers’ representatives about impacts 63 S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns 64 S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 64 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 64 S1-6: Characteristics of the undertaking’s employees 65 S1-7: Characteristics of non-employees in the undertaking’s own workforce 65 S1-8: Collective bargaining coverage and social dialogue 65 S1-9: Diversity metrics 65 S1-10 Adequate wages 65 S1-16 Remuneration metrics (pay gap and total remuneration)) 65 S1-17 Incidents, complaints and severe human rights impacts 65 G1-1 Business conduct policies and corporate culture 66 G1-2 Management of relationships with suppliers 66 G1-3 Prevention and detection of corruption and bribery 67 G1-4 Incidents of corruption or bribery 67 IT and cyber security 67
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Netel | Annual and Sustainability Report 2025 47 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report LIST OF DATAPOINTS FROM OTHER EU LEGISLATION Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Page ESRS 2 GOV-1 Board’s gender diversity paragraph 21 (d) Indicator number 13 Table #1 of Annex I Commission Delegated Regulation (EU) 2020/1816, Annex II 41 ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) Delegated Regulation (EU) 2020/1816, Annex II 41 ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10 Table #3 of Annex I 41 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) iIndicator number 4 Table #1 of Annex I Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk Delegated Regulation (EU) 2020/1816, Annex II 42 ESRS 2 SBM-1 | Involvement in activities related to chemical production paragraph 40 (d) ii Indicator number 9 Table #2 of Annex I Delegated Regulation (EU) 2020/1816, Annex II N/A ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Indicator number 14 Table #1 of Annex I Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II N/A ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II N/A ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2(1) 53 ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No 575/2013; Commission Im- plementing Regulation (EU) 2022/2453 Template 1: Banking book – climate change transition risk: Credit quality of expo- sures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g), and Article 12.2 53 ESRS E1-4 GHG emission reduction targets paragraph 34 Indicator number 4 Table #2 of Annex IArticle 449a Regulation (EU) No 575/2013; Commission Im- plementing Regulation (EU) 2022/2453 Template 3: Banking book – climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 6 53 ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5 Table #1 and Indicator n. 5 Table #2 of Annex I 54 ESRS E1-5 Energy consumption and mix paragraph 37 Indicator number 5 Table #1 of Annex I 54 ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 Indicator number 6 Table #1 of Annex I N/A ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 Indicators number 1 and 2 Table #1 of Annex I Article 449a Regulation (EU) No 575/2013; Commission Im- plementing Regulation (EU) 2022/2453 Template 1: Banking book – climate change transition risk: Credit quality of expo- sures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) 54 ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Indicator number 3 Table #1 of Annex I Article 449a Regulation (EU) No 575/2013; Commission Im- plementing Regulation (EU) 2022/2453 Template 3: Banking book – climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8.1 54 ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU) 2021/1119, Article 2(1) 58 ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks para- graph 66 Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II N/A ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) Article 449a Regulation (EU) No 575/2013; Commission Im- plementing Regulation (EU) 2022/2453 paragraphs 46 and 47: Template 5: Banking book – Climate change physical risk: Exposures subject to physical risk N/A ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c). N/A
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Netel | Annual and Sustainability Report 2025 48 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Page ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraph 34; Template 2: Banking book – Climate change transition risk: Loans collateralised by immovable property – Energy efficiency of the collateral N/A ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities para- graph 69 Delegated Regulation (EU) 2020/1818, Annex II N/A ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (Euro- pean Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 Indicator number 8 Table #1 of Annex I Indicator number 2 Table #2 of Annex I Indicator number 1 Table #2 of Annex I Indicator number 3 Table #2 of Annex I N/A ESRS 2- SBM 3 - E4 paragraph 16 (a) i Indicator number 7 Table #1 of Annex I N/A ESRS 2 – SBM 3 – E4 paragraph 16 (b) Indicator number 10 Table #2 of Annex I N/A ESRS 2 – SBM 3 – E4 paragraph 16 (c) Indicator number 14 Table #2 of Annex I N/A ESRS E5-5 Non-recycled waste paragraph 37 (d) Indicator number 13 Table #2 of Annex I N/A ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Indicator number 9 Table #1 of Annex I N/A ESRS 2 – SBM3 – S1 Risk of incidents of forced labour paragraph 14 (f) Indicator number 13 Table #3 of Annex I 63 ESRS 2 – SBM3 – S1 Risk of incidents of child labour paragraph 14 (g) Indicator number 12 Table #3 of Annex I 63 ESRS S1-1 Human rights policy commitments paragraph 20 Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex I 63 ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 Delegated Regulation (EU) 2020/1816, Annex II 63 ESRS S1-1 Processes and measures for preventing trafficking in human beings para- graph 22 Indicator number 11 Table #3 of Annex I 63 ESRS S1-1 Workplace accident prevention policy or management system paragraph 23Indicator number 1 Table #3 of Annex I 63 ESRS S1-3 Grievance/complaints handling mechanisms paragraph 32 (c) Indicator number 5 Table #3 of Annex I 64 ESRS S1-14 Number of fatalities and number and rate of work-related accidents para- graph 88 (b) and (c) Indicator number 2 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II 65 ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e)Indicator number 3 Table #3 of Annex I 65 ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Indicator number 12 Table #1 of Annex I Delegated Regulation (EU) 2020/1816, Annex II 65 ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) Indicator number 8 Table #3 of Annex I 65 ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 7 Table #3 of Annex I 65 ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 104 (a) Indicator number 10 Table #1 and Indi- cator n. 14 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1) 65 ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) Indicator number 15 Table #3 of Annex I 66 ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) Indicator number 6 Table #3 of Annex I 66 ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a) Indicator number 17 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II 67 ESRS G1-4 Standards of anti-corruption and anti-bribery paragraph 24 (b) Indicator number 16 Table #3 of Annex I 67
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Netel | Annual and Sustainability Report 2025 49 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report The EU Taxonomy Regulation (2020/852) is a central part of the Euro- pean Union’s work to promote sustainable investments and create a common framework for classifying environmentally sustainable economic activities. The regulation aims to help investors and com- panies identify and direct investments to activities that contribute to the EU’s climate and environmental objectives, while ensuring that these activities do not cause significant harm to other environmental objectives. The reporting refers to Netel’s operations in Transmission and distribution of electricity (CCM 4.9) and is expanded with the Infraservice operations that conduct infrastructure projects in water and sewage. Water and sewage activities are Taxonomy-eligible but have not yet been assessed to be deemed environmentally sustain- able and thus aligned with the EU Taxonomy. Within the Taxonomy Regulation, both climate-related risks and human rights play a central role in ensuring that economic activities not only contribute to sustainability, but are also carried out in an ethical and responsible manner. Climate-related risks, such as extreme weather and chang- ing climate conditions, need to be taken into account in the design and implementation of activities to ensure that they do not cause long-term damage to the environment or society. Human rights is another critical aspect of the Taxonomy, which requires companies to comply with international standards on labour rights, gender equality and anti-corruption. These minimum safeguards are a prerequisite for classification as a sustainable activity. These minimum safeguards are a prerequisite for classification as a sustainable activity. Accord- ingly, the Taxonomy ensures that the green transition takes place with a strong social responsibility, where respect for human rights goes hand in hand with environmental sustainability. Meeting the criteria SIGNIFICANT CONTRIBUTIONS TO CLIMATE CHANGE MITIGATION Netel’s projects in the Power Division are performed in Sweden and Norway and involve work on the national, regional and/or local grids which are part of the interconnected European transmission and distribution system and/or subsystems. None of Netel’s projects and services involve work on direct lines to CO2 intensive production plants. The activities within transmission and distribution of elec- tricity (CCM 4.9) continue to meet the Taxonomy requirements on a significant contribution to the climate objective of “Climate Change Mitigation.” By maintaining and expanding the electricity distribution infrastructure in Sweden and Norway, Netel enables a sustainable en- ergy transition in Europe. Netel also takes into account potential risks linked to climate and human rights that can affect projects in the short and long term. Netel had previously extended its assessment of the operations to include the Infraservices division and identified potential economic activities that are eligible under the EU Taxonomy Regulation. These activities have been assessed as Taxonomy-eligi- ble and fall under the climate change mitigation (CCM) and climate change adaptation (CCA) objectives. Netel has not yet completed a full evaluation of its operations with respect to the criteria to be classified as Taxonomy-aligned. This means that even if the identified activities are eligible under the Taxonomy, it remains to be assessed if they meet the technical screening criteria to make a significant contribution to the climate objectives and that they do not cause any significant harm to other environmental objectives (DNSH). Netel will monitor the further development of the EU Taxonomy and ensure that more parts of its operations are not only Taxonomy-eligible, but also meet the requirements to be classified as Taxonomy-aligned in accordance with EU regulations. The focus will be on evaluating the operations against the technical screening criteria and ensuring that Netel meets both environmental and social requirements under the Taxonomy Regulation for existing and potential additional economic activities. DNSH TO CLIMATE RISK ADAPTATION Netel has performed a screening of the relevant climate-related hazards as well as a physical climate risk and vulnerability assessment for the power projects and services. The assessment concludes that the activities have limited exposure to physical climate risk in the ge- ographies of operation. This is due to the fact that the climate-related hazards are relatively low in these areas and that Netel as a contrac- tor (and not grid owner) performs activities through projects which are conducted over a climatically short period of time. Since the climate-related risks are assessed not to be material, no adaptation solutions are required to meet the EU Taxonomy criteria. Netel does however recognise that increased awareness in design, planning and execution of the projects is important as the Netel’s operations are ex- posed to climate-related hazards and because Netel’s customers are subject to the more long-term impacts of climate change. DNSH TO TRANSITION TO A CIRCULAR ECONOMY The responsibility for managing waste and ensuring maximum re-use and recycling rest in some contracts with Netel and in other contracts with the client. Where Netel has the responsibility, Netel follows inter- nal waste management procedures. Where the waste management responsibility lies with the client, Netel seeks to ensure that the waste its operations produce is delivered to recognised waste management partners for further sorting and treatment. DNSH TO POLLUTION PREVENTION AND CONTROL This provision is only applicable for activities related to above-ground high voltage lines. Where Netel is involved in such types of projects, management systems are in place that comply with the IFC perfor- mance standards for the environment, health and safety, as well as applicable norms and regulations for limiting electromagnetic radi- ation. Limitation of electromagnetic radiation is performed together with the clients by eliminating or minimising the risk. DNSH TO BIODIVERSITY AND ECOSYSTEMS Netel’s clients are required to complete an Environmental Impact Assessment (EIA) prior to obtaining a concession. Therefore, the responsibility to complete an EIA and ensure implementation of mitigation measures lies with our clients. In some projects, Netel may perform activities in or near biodiversity sensitive areas. In such cases, Netel is required to get a permit from appropriate national authorities before commencement. MINIMUM SAFEGUARDS All activities performed by Netel are carried out in compliance with the minimum safeguard requirements to ensure that the activities are conducted ethically and responsibly. This includes compliance with internationally recognised standards for human rights, labour law, environmental protection and generally accepted business prac- tices, including measures against corruption and tax evasion. Netel has implemented policies and practices in its operations to manage human rights concerns. A risk assessment was carried out to identify the most significant risks in this area. Netel continuously works to improve existing action plans, including a mapping of the value chain and environmental impact. EU Taxonomy
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Netel | Annual and Sustainability Report 2025 50 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report Netel has anti-corruption processes in place including policies set out in the Code of Conduct, financial internal controls, whistleblow- ing procedures and a digital training programme. The training programme will also cover competition laws and regulations. Netel complies with national tax laws and regulations of the countries in which it operates, and profits are taxed in the same countries. Netel does not use group structures or individual entities for tax purposes. Netel has not been convicted for any violation in relation to labour law or human rights, tax, corruption or bribery or competition laws in the reporting period. By following the minimum safeguards, Netel strengthens its sustainability profile and shows that we not only focus on contributing to environmental objectives, but also take responsi- bility for conducting business with a high level of integrity and ethical standards. This is a prerequisite for being able to classify economic activities as environmentally sustainable and thereby aligned with the EU Taxonomy Regulation. Financial disclosures TURNOVER The key figure “turnover” is defined in the provisions of the EU Taxon- omy Regulation as net turnover, which must include all activities over which the Group is deemed to have control and decisive influence. Accordingly, the operation in Finland and the UK were excluded for 2025. All figures below regarding the Taxonomy are presented for the entire Group as per the closing day. Net turnover under IFRS, as pre- sented in the financial statements, is further explained in Notes 1–3. In 2025, Netel’s total turnover was MSEK 2,915 (3,214) of which 31 per cent (29) derived from Taxonomy-aligned or eligible activities related to the economic activity of transmission and distribution of electricity (CCM 4.9). CAPEX All figures regarding CapEx are presented for the entire Group. The Taxonomy KPI on CapEx covers additions to tangible and intangible assets during the financial year. Given Netel’s asset-light project man- agement business model with a flexible cost structure, there were few Taxonomy relevant investments made during 2025. Whilst the KPI on CapEx also covers additions to tangible and intangible assets resulting from business combinations, identified intangible assets resulting directly from a purchase price analysis, e.g., goodwill, are excluded. In 2025, total investments in tangible and intangible assets amounted to MSEK 108 (86), excluding goodwill but including invest- ments of right-of-use assets. MSEK 15 (13) of the total investments relate to right-of-use assets for buildings and premises CCM 7.7/CCA 7.7, and whilst these investments are not related to the Taxonomy-eli- gible economic activity for transmission and distribution of electricity, Netel has decided to include such investments as Taxonomy-eligible investments related to the economic activity for acquisition and own- ership of buildings. In 2025, Netel’s total CapEx was MSEK 108 (86), of which 14 per cent (15) derived from Taxonomy-eligible activities. 0 per cent (0) of the CapEx met the Taxonomy screening criteria and, therefore, no investments are classified as aligned. The EU Taxono- my Regulation also requires CapEx plans to be disclosed as part of Taxonomy reporting. Netel strives for future development aligned with the EU Taxonomy yet acknowledges the relatively low need for investments in the operating activities given Netel’s business model. As a result, no significant investments to expand Taxonomy-aligned economic activities or to allow Taxonomy-eligible economic activities to become Taxonomy-aligned have been identified. OPEX All figures below regarding OpEx are presented for the entire Group. The OpEx KPI as defined by the EU Taxonomy has a somewhat dif- ferent definition in comparison to operating expenses in Netel’s con- solidated statement of profit or loss, as it focuses on direct non-capi- talised costs related to tangible and intangible assets. In 2025, Netel’s total operating expenses were MSEK 2,855 (3,023) yet only costs related to maintenance and development of assets have the potential of being defined as Taxonomy-aligned. Again, referring to Netel’s as- set-light project management business model with few assets under management, Netel has not recognised any Taxonomy-eligible OpEx in 2025. As a result, Netel acknowledges the absence of materiality of Taxonomy-aligned OpEx. Referring to the total operating expenses in 2025, 0 per cent (0) is derived from Taxonomy-eligible activities, and 0 per cent (0) met the Taxonomy criteria.
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Netel | Annual and Sustainability Report 2025 51 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report Financial year: 2025 Substantial contribution from Taxonomy-aligned economic activities Key per- formance indicators Total (MSEK) Proportion Taxonomy- eligible (%) Taxonomy- aligned (MSEK) Share of Taxonomy- aligned (%) Climate change mitigation (%) Climate change adaptation (%) Water (%) Circular economy (%) Pollution (%) Biodiversity (%) Share Enabling (%) Share Transitional (%) Not evaluated (%) Taxonomy- aligned 2024 (MSEK) Taxonomy- aligned 2024 (MSEK) Turnover 2,915 31% 891 31% 100% 0% 0% 0% 0% 0% 31% - 69% 953 29% CapEx 108 14% 0 0% - - - - - - - - 86% 0 0% OpEx 0 0% 0 0% - - - - - - - - - - - KPI (Turnover / CapEx / OpEx) Turnover Financial year: 2025 Substantial contribution from Taxonomy-aligned economic activities Economic activities Code Proportion of turnover, Taxonomy-eligible (%) Taxonomy- aligned turn- over (MSEK) Share, Taxon- omy-aligned turnover (%) Climate change mitigation (%) Climate change adaptation (%) Water (%) Circular economy (%) Pollution (%) Biodiversity (%) Category enabling activity (E) Category transitional activity (T) Proportion Taxonomy- aligned and Taxonomy-eligible Transmission and distribution of electricity CCM 4.9 31% 891 31% 100% 0% 0% 0% 0% 0% E - 100% Total Taxonomy-aligned turnover 31% 891 31% 100% 0% 0% 0% 0% 0% E - 100% KPI (Turnover / CapEx / OpEx) CapEx Financial year: 2025 Substantial contribution from Taxonomy-aligned economic activities Economic activities Code Proportionof CapEx, Taxonomy-eligible (%) Taxonomy- aligned CapEx (MSEK) Share of Tax- onomy-aligned CapEx (%) Climate change mitigation (%) Climate change adaptation (%) Water (%) Circular economy (%) Pollution (%) Biodiversity (%) Category enabling activity (E) Category transitional activity (T) Proportion Taxonomy- aligned and Taxonomy-eligible Acquisition and ownership of buildings CCM7.7/ CCA 7.7 14% 0 0% - - - - - - - T - Total Taxonomy-aligned CapEx 14% 0 0% - - - - - - - - -
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Netel | Annual and Sustainability Report 2025 52 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report E1 Climate change Netel’s largest negative impact on the climate is through the GHG emissions throughout the entire value chain. This is a result of the company’s business model, which includes own operations (Scope 1 and 2) as well as upstream activities (Scope 3). Scope 1 emissions arise primarily from fuel consumption in Netel’s vehicle fleet and work machines. Scope 2 emissions arise from purchased electricity and heating offices and facilities. The largest portion of emissions, however, arise in Scope 3 from purchased goods and services, including building materials and contracted services. Additional emissions are generated through transportation, capital goods and waste management. Since Scope 3 is the dominant category, cooperating with suppliers and subcontractors is essential for reducing climate impact throughout the entire value chain. SBM-3: Material impacts, risks and opportunities and their interaction with strategy and business model Subtopic Description of Impact, risk and opportunity Location in the value chain Time horizon Reclassification Climate adaptations Netel’s operations have a direct and material impact on society’s ability to achieve net-zero emissions. By enabling new connections and expanding the electricity grid, the company promotes electrification in the transportation sector and other public sectors. This is a key part of the energy transition in Sweden and the EU, and accelerates the decarbonisation of society. Own operations Short, medium and long term Positive impact and Financial opportunity Climate change Netel’s largest direct climate impact comes from the transportation of employees and materials to project sites. The company can reduce emissions by choosing more environmentally-friendly vehicles and transportation solu- tions, but the long journeys to work sites mean that electric cars are not yet a realistic alternative for the entire vehicle fleet. Own operations Short, medium and long term Negative impact Climate change In January 2023, Netel joined the Science Based Targets initiative (SBTi) and committed to setting emissions targets in line with the Paris Agreement. As a result, we started reporting energy consumption and climate impact in Scope 1–3. Netel has requirements for subcontractors and suppliers to follow relevant environmental standards, to have environmental management systems in place and to have energy plans to reduce their climate impacts. Electrification of the Group’s vehicle fleet would have an estimated positive impact on reducing emissions, though in the short term it would be limited. Upstream and own operations Short, medium and long term Positive impact Climate change Netel and its subcontractors use many machines in daily operations, par- ticularly in the Infraservices business area. This intense use of machinery results in significant energy consumption and GHG emissions. There is also a risk that older machines and vehicles do not meet the latest environmental requirements, which can increase emissions. In addition to GHG emissions, transportation and heavy vehicles also cause air pollution through particles, nitrogen oxides, sulphur dioxide and other pollutants that negatively affect both the environment and health. Upstream and own operations Short, medium and long term Negative impact and Financial risk Climate change Netel’s environmental footprint also includes energy consumption and emis- sions from heating and electricity consumption in buildings, the production of vehicles and machinery, waste management and the purchase of goods, services and capital goods. Upstream and own operations Short, medium and long term Negative impact
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Netel | Annual and Sustainability Report 2025 53 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + E1-1 Transition plan for climate change mitigation Transition plan Netel has committed to the Paris Agreement’s goal of limiting global warming to no more than 1.5°C. The Science Based Targets initia- tive (SBTi) validated the Group’s climate targets in December 2024, confirming that Netel’s emission reduction targets are compatible with the science-based 1.5°C pathway. By following this pathway, Netel integrates work with climate targets into the Group’s business strategies and contributes to the energy transition. The approval marks an important step in Netel’s sustainability work is the basis for the transition plan, which has short-term targets for 2030 as well as long-term strategies for 2050. The transition plan and the science-based targets have been ap- proved by the Board and were developed for the purpose of contrib- uting to society’s net-zero transition. By the year 2030, the target is to reduce Scope 1 and 2 emissions by 42 per cent from 2023 in absolute figures, and to reduce Scope 3 emissions by 51.6 per cent per MSEK added value in relevant categories. The target for 2050 is to reduce Scope 1, 2 and 3 emissions by 90 per cent and to offset the remaining emissions through climate compen- sation and new technology such as carbon capture. By combining technological investments, supplier partnerships and behavioural changes in the organisation, the Group can enhance its competitive- ness and actively participate in the energy transition in Sweden and the EU. Progress is followed up annually through internal reporting to the Board and Management Team. The Group will achieve this through the following action plan: Short-term measures (by 2030): • Electrification of the vehicle fleet (target: 75 per cent to be electric by 2030). • Gradual electrification of work machines when technically possible. • Transition to 100 per cent renewable electricity at offices. • More efficient use of materials and reduced construction waste. • Encourage suppliers to measure emissions and set climate targets. • Training and engagement from employees in sustainability matters. Long-term measures (2030–2050): • Nearly complete electrification of all vehicles and machines. • Transition to fossil-free building materials (replace concrete, steel and copper). • Optimised supply chain to ensure low emissions at every stage. • Neutralising residual emissions through climate offsetting and carbon capture and storage (CCS). The Group’s operations in activity 4.9 Transmission and distribution of electricity supports the electrification of society and are classified as enabling activities according to the EU Taxonomy’s environmental objectives. Netel does not conduct any operations in the sectors covered by the exclusion criteria in Article 12 in the Commission Delegated Regulation 2020/1818 and is therefore not excluded from the EU’s Paris-aligned benchmarks. The Group has also prepared a resilience analysis which is presented in E1-9. Investments Netel’s transition plan is based on gradually integrating climate-relat- ed investments into ordinary business planning and financing. Focus is on electrification of the vehicle and machine fleet, energy effi- ciency at offices and purchasing climate-adapted construction and installation materials when appropriate and in partnerships with our customers. Precise investment amounts for the transition have not been calculated yet. The investments are planned and followed up under the framework of the Group’s ordinary budget and investment process. The assessment is that the investments support reduced emissions as well as long-term cost efficiency through lower energy consumption and operating costs, strengthening the company’s financial resilience as climate requirements in the industry become more stringent. Assessment of locked-in GHG emissions Netel’s operations are capital-intensive and depend on vehicles, work machines and materials with long technical lifetimes. This means that some assets and processes generate so-called “locked-in emis- sions” – future GHG emissions that arise during the remaining useful life of equipment. A large portion of these pertain to the Group’s fossil-fuelled vehicles and machines, primarily in the Telecom and Infraservices divisions. These assets have an estimated service life of 3–5 years, meaning that their emissions will remain throughout the transition period until 2030. The use of building materials with high levels of carbon emissions, such as concrete and steel, also leads to locked-in emissions arising from facil- ities and installations that Netel builds on behalf of customers. To reduce risks linked to these locked-in emissions, Netel has adopted a gradual phasing-out plan that is integrated into the Group’s transition plan. It includes gradually electrifying vehicles and machines, purchasing requirements for new machinery to meet the latest environmental requirements and, over time, to increase the use of alternative and recycled building materials when appropriate and in partnerships with customers. The Group continuously follows technological advances in electrification and renewable fuels and ex- pects locked-in emissions to decrease as older equipment is replaced. These emissions are not expected to prevent Netel from reaching the Group’s climate targets for 2030 and 2050. E1-2 Policies related to climate change mitigation and adaptation Netel’s work with climate and the environment is governed by the Group’s environmental policy, which was adopted by the Board and applies to all of the subsidiaries in the Group. The policy sets out overall goals and commitments to reduce climate impact in line with the Paris Agreement and the science-based targets (SBTi) that have been set. The work is based on the principles of preventive efforts in relation to the environment, resource efficiency and continuous improvement. The environmental policy is supplemented by the risk policy, the purchasing policy and the Code of Conduct for suppliers, which governs how climate-related risks, impacts and opportunities are identified and managed in the value chain. The environmental policy is available to all employees via the Group’s internal governance documents and intranet. For suppliers and customers, relevant requirements are made available through the Code of Conduct and contractual terms, which aid the implemen- tation of the Group’s climate commitments in the value chain. These policies are implemented by Netel’s Management Team. The Group CEO assumes the operational responsibility for ensuring that environment and climate matters are integrated into the business operations, while the Board has the overall responsibility for oversight and establishing the policy framework. E1-3 Actions and resources in relation to climate change policies Netel’s current and planned actions to reduce GHG emissions, as well as the resources allocated to carrying out the transition, are described in section E1-1 – Transition plan for climate change mitigation. This section convers the Group’s short- and long-term actions, invest- ments, financial planning and prioritised focus areas in line with the Group’s science-based climate targets (SBTi). The information in E1-1 thereby covers the disclosure requirements as per ESRS E1-3 §§ 26–29. E1-4 Targets related to climate change mitigation and adaptation Netel’s GHG emission reduction target is presented in section E1-1 – Transition plan for climate change mitigation, which sets out the Group’s science-based targets (SBTi). They are in line with the Paris Agreement’s 1.5°C pathway with base year of 2023, with sub-targets for 2030 and a long-term net-zero target for 2050. The targets encom- pass Scope 1 and Scope 2 as well as relevant Scope 3 categories. The Scope 2 target is based on market-based emissions in accordance with the GHG Protocol and the SBTi methodology requirements, since this better reflects the impact of the Group’s active choice of electricity contracts and origin-labelled energy. The base year 2023 was chosen since it represents the first full year in which the Group had consolidated and quality assured emissions data in accordance with the GHG Protocol and the current organi- sational structure. The year is considered to be representative of the Sustainability Report
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Netel | Annual and Sustainability Report 2025 54 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + scale of the operations and energy consumption and has not been affected by extraordinary events that significantly distort emission levels. Accordingly, the base year is considered to provide a fair basis for monitoring the achievement of targets over time. The E1-1 section also describes how the targets are followed up, del- egated and integrated into the Group’s strategy and reporting. This information thereby covers the disclosure requirements as per ESRS E1-4, Sections 30–33. E1-5 Energy consumption and mix Information about Netel’s energy consumption and ongoing energy efficiency actions are presented in section E1-1 – Transition plan for climate change mitigation and the Group’s environmental policy. These sections describe the Group’s work to electrify the vehicle and machine fleet, reduce energy consumption at offices and facil- ities and to transition to 100 per cent renewable electricity. Energy consumption and consumption data is followed up annually within the sustainability reporting framework, which covers the disclosure requirements as per ESRS E1-5, Sections 34–36. Netel did not have access to complete and consolidated data on total energy consumption in MWh broken down by energy source for all units for the 2025 financial year. Existing monitoring was primar- ily based on fuel volumes and electricity consumption in each unit, which have not yet been fully harmonised into Group-wide reporting in MWh per energy type. Energy consumption and mix Mvh 2025 2024 Fuel consumption from coal and coal products Fuel consumption from crude oil and petroleum products 12,055 12,723 Fuel consumption from natural gas - - Fuel consumption from other non-renewable sources - - Consumption of purchased or acquired electricity energy, heat, steam, and cooling from non-renewable sources 91 49 Total non-renewable energy 12,146 12,772 Share of non-renewable sources in total energy consumption (%) 84% 90% Consumption from nuclear sources 159 97 Share of nuclear sources in total energy consumption (%) 1% 1% Fuel consumption for renewable sources (including biomass, biogas, waste from non-fossil fuels, hydrogen from renewable sources, etc.) 695 102 Consumption of purchased or acquired electricity energy, heat, steam, and cooling from renewable sources 1,468 1,161 Consumption of self-generated non-fuel renewable energy - - Total consumption of renewable energy 2,163 1,263 Share of renewable sources in total energy consumption (%) 15% 9% Total energy consumption (MWh) 14,468 14,132 E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions The climate change statement aims to provide a comprehensive and transparent picture of Netel’s climate impact. By adapting its opera- tions, Netel can contribute to limiting global warming to 1.5 °C in line with the Paris Agreement. The Sustainability Report aims to provide insight into Netel’s strategy and business model, which are designed to meet future demands and expectations for climate change adapta- tion. In the double materiality assessment, Netel has identified climate change as one of the most material matters for both environmental impact and financial sustainability. The assessment shows that Netel’s activities have material impacts on GHG emissions. At the same time, the transition to more sustainable operations presents both risks and opportunities. For climate change mitigation and limiting GHG emissions, Netel is making a positive contribution to Northern Europe’s energy transition through its work on the expansion of the electricity grid. Netel promotes the electrification of various sectors, including transport, thereby helps to reduce climate impact and accelerate the transition to a sustainable society. Netel’s infrastructure activities thus strengthen both climate and social benefits. Financially, climate change means an increased exposure to costs linked to changed regulatory requirements, rising energy prices and potential customer requirements on reduced emissions. The transition enables new busi- ness opportunities through increased investments in infrastructure. Science Based Targets initiative (SBTi) The Science Based Targets initiative (SBTi) validated Netel’s climate targets in December 2024. The science-based targets mean a reduc- tion of 42 per cent in Scope 1-2 emissions by 2030 and a reduction of 90 per cent by 2050 with 2023 as the base year. The corresponding target for Scope 3 means a reduction of 51.6 per cent per MSEK GEVA1 by 2030 and a reduction of 90 per cent by 2050 with 2023 as the base year. The overall objective is to achieve net zero emissions throughout the value chain by 2050. The validated science-based targets give Netel a clear plan to reduce GHG emissions in line with the global climate targets. The targets reflect not only Netel’s ambitions to contribute to a more sustainable future, but also its responsibility towards customers, suppliers and society. By working systematically and purposefully to reduce emissions, Netel strengthens its role as a sustainable and responsible actor. ESRS and the Greenhouse Gas Protocol (GHG) Netel reports its GHG emissions in accordance with the Greenhouse Gas Protocol (GHG Protocol) and the requirements stipulated in ESRS E1-6. The standards followed are: • ESRS E1-6 • Greenhouse Gas Protocol’s Corporate Accounting and Reporting Standard (2004) • Corporate Value Chain (Scope 3) Standard (2011) • Scope 2 Guidance (2015) The reporting takes place via a digital platform to ensure complete, relevant and comparable reporting in accordance with the guidelines of the GHG Protocol. All greenhouse gases included in the Kyoto Protocol (CO2, CH4, N2O, HFCs, PFCs, NF3 and SF₆) are covered and Netel uses the designation CO2e (CO2 equivalents). The calculations take into account emissions across the entire value chain as far as possible. For emission factors that change annually, such as electric- ity and district heating, the latest available emission factor is used. In the calculations per employee, the average number of full-time employees in continuing operations during the year was used, which amounted to 837 (814). Netel has performed a detailed assessment to identify and categorise sources of emissions under the three scopes described in the GHG Protocol. According to the GHG Protocol, the emissions are divided into Scope 1, 2 and 3. Generally speaking, the scopes cover the following: • Scope 1 encompasses direct GHG emissions over which Netel has direct operational control, primarily fuel consumption of company cars and work machines. These emissions represent a relatively limited share of the Group’s total climate impact, but are also a priority area in transition efforts. • Scope 2 encompasses indirect emissions from purchased electrici- ty and heat. Emissions are reported using both the location-based and market-based approaches, in line with the GHG Protocol guidance. • Scope 3 encompasses indirect emissions that the company does not control but still causes and is often divided into upstream and downstream emissions, depending on where in the value chain the emissions occur. At the beginning of the value chain, energy consumption in the production of materials such as aluminium, steel and copper is essential. When purchasing materials, Netel has limited insight into the origin and production methods, but it is rea- sonable to assume that these processes are also energy intensive. Netel’s calculations within Scope 3 cover categories 1–7 and 11: 1. Purchased goods and services 2. Capital goods 3. Fuel and energy related activities 4. Upstream transportation 5. Waste management 6. Business travel including hotel stays 7. Employee commuting 8. Use of sold products Calculations of emissions within Scope 3 have been made based on spend cost data in combination with relevant emission factors. Netel has made the assessment that the downstream value chain is not within its financial or operational control and is thereby deemed to be non-material.
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Netel | Annual and Sustainability Report 2025 55 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report GHG emissions 2025 In accordance with the Group’s financial reporting, where discontin- uing operations are reported separately from continuing operations, Netel reports emissions according to the GHG Protocol in the tables and text primarily for the continuing operations, with supplementary information regarding emissions from operations divested during the financial year, unless otherwise stated. Netel categorises and reports its GHG emissions in Scope 1, 2, and 3 according to the GHG Protocol to provide a comprehensive view of the business’ climate impact and enable comparisons over time. To ensure comparability, the validat- ed SBTi targets have been recalculated for the comparative period and the base year 2023. Data collection for the Sustainability Report is conducted through digital systems and includes both direct and indirect emissions. Fuel consumption in vehicles and machinery is reported through leasing operators, while energy consumption from properties is collected directly from energy providers or estimated when necessary. For Scope 3, data is collected from suppliers and subcontractors, but due to variations in data quality and availability, cal- culations are supplemented with standard values and estimates based on the Group’s purchasing volumes. Netel has carried out a compre- hensive mapping of its climate footprint and developed a transition plan to reduce the Group’s GHG emissions. The goal is to create a more sustainable business in line with international climate targets. The reporting aims to ensure transparency, identify areas for improvement, and support the long-term work of integrating sustainability through- out the value chain. By measuring, analysing, and reporting emissions, Netel can develop effective strategies and targets to reduce its climate impact. At the same time, this strengthens the Group’s accountability toward customers, suppliers, and society at large. The reporting is a central part of Netel’s commitment to actively contribute to the global transition toward a more climate-neutral economy. Netel’s GHG emissions are mainly concentrated in Scope 3, where purchased goods and services constitute a significant portion of total emissions. Scope 1 and 2 primarily consist of fuel consumption in vehicles and machinery. Scope 1 and 2 (market-based) emis- sions amount to 3,488 (3,414) tonnes CO2e, with company cars and machinery being the largest sources. Emissions from company cars generated 1,940 (1,837) tonnes CO2e. The reduction in Scope 1 emis- sions is primarily due to Netel having more electric and hybrid vehi- cles, which is positive for Netel’s climate footprint. Emissions within Scope 2 (market-based) amount to 435 (221) tonnes CO2e, where the increase is mainly due to the increased use of electric vehicles. Scope 3 contributed 52,094 (54,844) tonnes CO2e, where 90 per cent (92) relates to emissions from purchased goods and services. Emissions from purchased services amounted to 24,982 tonnes CO2e, represent- ing 49 per cent of emissions in this category. This reflects the nature of the operations as a project management organisation because Netel engages a large number of subcontractors who do work, such as assembly, excavation work, digging and asphalting. In addition to purchased services, 51 per cent of the emissions in this category were generated from purchased materials. The business model means that a significant portion of emissions is generated by external actors. One of the biggest challenges with sustainability data within Scope 3 is collecting data from subcontractors. Currently, Netel cannot report specific data for each type of contractor and supplier but aims to con- tinuously improve reporting. Other Scope 3 emissions amount to 5,132 (4,136) tonnes CO2e and are generated from capital goods, fuel-related activities, transport, waste, business travel, employee commuting, and the use of sold products. The sales used for calculating emissions intensity are based on the Group’s net sales according to the consolidated statement of profit or loss. Refer to the consolidated statement of profit or loss in the Annual Report. Distribution of primary and secondary Scope 3 data The Group’s Scope 3 emissions are calculated using a combination of primary and secondary data. For 2025, 98.2 per cent was calculated by applying the spend-based approach based on purchase volumes and the average emission factors for the industry, while 1.8 per cent was based on supplier-specific primary data. The high share of spend- based calculations entails a greater degree of uncertainty, particularly in purchased goods and services. Netel is gradually working towards increasing the share of supplier-based data by developing its data collection process and dialogue with suppliers. Discontinued operations Emissions from discontinued operations, meaning the operations in Finland until June 2025 and the UK until November 2025, are estimat- ed based on the 2024 reporting and are reported under Discontinued operations in the emissions table. Discontinued operations are completely excluded from the tables above, including the comparative year 2024.
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Netel | Annual and Sustainability Report 2025 56 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report GHG emissions by Scopes 1 and 2 and significant Scope 3 emissions Retrospective Milestones Targets Tonnes CO2e Base year 2023 31 Dec 2024 31 Dec 2025 % N/N-1 2030 2050 Scope 1 GHG emissions Gross Scope 1 GHG emissions (tCO 2eq) 3,324 3,193 3,055 -4% 1,928 332 Scope 2 GHG emissions Gross location-based Scope 2 GHG emissions (tCO 2eq) 15 24 30 26% 9 2 Gross market-based Scope 2 GHG emissions (tCO2eq) 121 221 433 96% 70 12 Scope 3 GHG emissions Total gross indirect (Scope 3) GHG emissions (tCO 2eq) 53,990 54,844 52,094 -5% 50,211 5,399 1) Purchased goods and services 50,472 50,708 46,962 -7% 46,939 5,047 2) Capital goods 1,036 1,678 3,109 85% 964 104 3) Fuel and energy-related activities (not included in Scope 1 or Scope 2) 830 809 803 -1% 772 83 4) Upstream transportation and distribution 204 335 274 -18% 190 20 5) Waste generated in operations 343 564 457 -19% 319 34 6) Business travel 105 78 100 28% 98 11 7) Employee commuting 878 567 310 -45% 817 88 11) Use of sold products 121 105 79 -25% 113 12 Total GHG emissions (location-based) (tCO 2eq) 57,329 58,060 55,158 -5% 52,148 5,733 Total GHG emissions (market-based) (tCO 2eq) 57,435 58,257 55,582 -5% 52,209 5,743 Discontinued operations Scope 1 GHG emissions Gross Scope 1 GHG emissions (tCO 2eq) 752 492 668 Scope 2 GHG emissions Gross location-based Scope 2 GHG emissions (tCO 2eq) 12 3 1 Gross market-based Scope 2 GHG emissions (tCO2eq) 26 8 4 Scope 3 GHG emissions Total gross indirect (Scope 3) GHG emissions (tCO2eq) 7,692 6,678 4,063 1) Purchased materials and services 6,548 5,685 3,255 2) Capital goods 21 19 177 3) Other 1,123 974 631 Total emissions including discontinued operations Location-based 65,785 65,232 59,910 -8% Market-based 65,904 65,434 60,316 -8%
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Netel | Annual and Sustainability Report 2025 57 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report KPIs Continuing operations Base year 2023 31 Dec 2024 31 Dec 2025 % N/N-1 Net sales 3,218 3,245 2,925 -10% Number of employees 788 837 807 -4% Adjusted EBITDA 250 223 103 -54% Personnel costs 687 690 724 5% Added value 937 913 827 -9% Scope 3 - GEVA, tCO 2eq/ MSEK 58 60 63 5% GHG intensity per net revenue and employee Continuing operations 2025 2024 tCO2eq per unit KPI Per MSEK Per employee Per MSEK Per employee Scope 1 (tCO2eq) 1.0 3.8 1.0 3.8 Scope 2 location-based (tCO2eq) 0.01 0.04 0.01 0.03 Scope 2 market-based (tCO2eq) 0.15 0.54 0.07 0.26 Scope 1-2 location-based (tCO2eq) 1.1 3.8 1.0 3.8 Scope 1-2 market-based (tCO2eq) 1.2 4.3 1.1 4.1 Scope 3 17.8 64.5 16.9 65.5 Scope 1-3 location-based (tCO2eq) 18.9 68.4 17.9 69.4 Scope 1-3 market-based (tCO2eq) 19.0 68.9 18.0 69.6 Scope 1 and 2 Continuing operations Tonnes CO2e 2025 2024 Company cars 1,940 1,837 Machinery 1,113 1,356 Total 3,053 3,193 Electricity market-based 414 203 Heating 21 18 Total properties 435 221 Total CO2e emissions 3,488 3,414 Scope 1 Company cars Continuing operations Number 2025 2024 Electric 68 49 Hybrid 50 45 Biodiesel 9 15 Fossil fuel 451 417 Total no. of cars 578 526 Emissions, g per km driven 195 199
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Netel | Annual and Sustainability Report 2025 58 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report E1-7 GHG REMOVALS AND GHG MITIGATION PROJECTS FINANCED THROUGH CARBON CREDITS Netel does not currently conduct its own projects to capture or remove GHGs and does not use climate compensation to reach the Group’s climate targets. The Group’s focus is on actual emissions reductions in its own operations and in the value chain, in line with its established science-based targets (SBTi). Any neutralisation of remaining emissions are only planed for the long term. E1-8 INTERNAL CARBON PRICING The Group does not currently apply internal carbon pricing in invest- ment decisions or operational management. Netel follows develop- ments in the industry and continuously evaluates how an internal price on CO2 could be used as a tool to strengthen the Group’s efforts to reduce emissions. Other tools, such as the science-based targets (SBTi), follow up of Scope 1–3 emissions and increased requirements in the purchasing process, are considered more appropriate for improving climate performance. E1-9 ANTICIPATED FINANCIAL EFFECTS FROM MATERIAL PHYSICAL AND TRANSITION RISKS AND POTENTIAL CLIMATE-RELATED OPPORTUNITIES Netel carried out a climate risk and vulnerability assessment in accor- dance with the EU Taxonomy’s requirements for the “Climate change mitigation” environmental objective. The assessment primarily covers the Group’s operations in Sweden and Norway. The assessment of the transition scenario is in line with the 1.5°C goal and was also used as a reference framework for defining and evaluating the Group’s emission reduction measures under E1-4. This ensures that the Group’s transition actions and priorities are consis- tent with a pathway towards net-zero emissions in line with the EU’s climate ambitions. The identified transition risks – such as stricter regulatory require- ments, increased supplier traceability requirements and fleet electri- fication – were integrated into investment planning and operational decisions. Similarly, the assessment of physical climate risks is used as a basis for risk management and project planning to ensure the long- term resilience of the operations. Overall, Netel believes that the scenario analysis provides a sufficient basis for assessing the Group’s climate-related risks and opportuni- ties and for supporting the implementation of the Group’s emission reduction strategy. The results indicate that Netel has a generally low exposure to physi- cal climate risks. This is because our projects have short climate lifes- pans. Operations are also geographically diversified and the company does not own the infrastructure being built. The primary climatic events that can impact operations are: • Extreme rainfall and flooding – risk for temporary delays • Landslides and erosion: local risk in areas with unstable soil con- ditions. • Heat waves: can impact the work environment and lead to de- mands for different ways of working. • Forest fires: heightened risk during dry summers. The Group’s operations in Germany are not part of the formal climate risk and vulnerability assessment, but are deemed to have similar climate conditions since they are both in the same general climate zone for Northern Europe. Netel is therefore of the opinion that the operations in Germany, as in the Nordic region, have a low exposure to physical climate risks. While these risks have not been deemed material to the company’s operations, they can still lead to operational interruptions. The poten- tial financial impacts have been assessed as limited and short-term, primarily in the form of delayed deliveries due to extreme weather events. Climate-related risks are not expected to materially impact the Group’s assets, profitability or long-term financial position. Transition risks The ongoing energy transition entails changes in regulations, tech- nology and market expectations that impact the Group’s operations. The following primary transition risks have been identified: • Regulatory: More stringent requirements from the EU Taxonomy and the CSRD leading to an increased need for emissions data and supplier traceability in the value chain. • Technical changes: The transition to electric vehicles and ma- chines means investments and potential interruptions as new technologies are introduced. • Market and cost risks: Increased prices for fossil-free fuels and climate-neutral materials can have a short-term impact on project calculations. However, this risk is mitigated in close cooperation with customers in the planning phase. Netel manages these risks by gradually electrifying the vehicle and machine fleet, integrating climate requirements in the purchasing and procurement processes and by cooperating with customers early in the planning phase in order to adapt solutions to their climate targets. These actions are expected to reduce long-term business risk and strengthen the Group’s competitiveness in line with sustainabili- ty requirements from customers and society. Climate-related opportunities Climate change and the energy transition are creating many business opportunities for Netel. When existing critical infrastructure in the Nordic region and Northern Europe is exposed to increased climate impact, such as extreme weather and capacity limitations, the need for modernisation, reinforcement and climate adaptation increases. Netel’s services in the Telecom, Power and Infraservices divisions are therefore increasingly in demand, in addition to the already growing need for new investments in electrification and digitalisation. As an agile, responsive organisation with a strong local presence, Netel can deliver climate-smart, cost-effective solutions that meet customers’ requirements for quality, efficiency and reduced climate impact. This strengthens the Group’s position as a strategic partner in the energy transition. The Group is therefore of the opinion that the climate transition represents an overall net positive opportunity.
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Netel | Annual and Sustainability Report 2025 59 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report E2 Pollution Netel’s operations include construction work, which entails the risk of impact on soil and water during excavation, excavated soil processing and the use of fuels and chemicals. Pollution has been identified as material from an impact perspective, since operations can lead to impacts on the local environment if safeguards are not applied. The potential impact is primarily negative, though in projects where we contribute to remediation or where we replace older facilities with modern, environmentally resilient infrastructure our impact can also be positive. SBM-3 MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL Subtopic Description of Impact, risk and opportunity Location in the value chain Time horizon Reclassification Pollution of water Risk of spills, leaks and emissions during construction work. Managed through procedures for chemical and waste management as well as environ- mental protection to minimise impact on soil and water. Upstream, own operations Short and medium term Negative impact Pollution of soil Material impacts related to the management of residual products during construction work, where the replacement of contaminated soil during projects has a positive impact. Upstream, own operations Short and medium term Positive impact E2-2 ACTIONS AND RESOURCES RELATED TO POLLUTION Netel has established a systematic way of working to identify, manage and prevent pollution in its projects and operations. The work is governed by Netel’s HSSEQ management system (Health, Safety, Security, Environment and Quality). An environmental risk assessment is carried out in the planning phase of a project to identify potential pollution risks, such was working in proximity to watercourses, excavation in sensitive soil or handling chemicals and fuel. The risks are documented in the project’s risk matrix, which forms the basis of technical actions as well as organisational planning. The project’s work plans include concrete instructions for how to practically manage the environmental risks identified. Preventative measures are introduced to reduce the likelihood of pollution. This can include the use of absorbers, safe storage of oils and chemicals as well as the installation of leak protection when drill- ing or digging. All project managers are responsible for ensuring that the right equipment is on site and that actions are taken according to plan. Subcontractors are subject to the same requirements based on Netel’s Code of Conduct and contractual terms. There are established reporting and management procedures to follow in the event of emissions or an incident. As a part of the control function, Netel carries out regular on-site visits, inspections and internal self-assessments to ensure that environmental and pollution risks are managed correctly. These, in conjunction with requiring suppliers to follow relevant environmental laws as well as demonstrating proof of compliance, creates a robust structure for preventing and minimising the environmental impact of pollution. E2-1 POLICIES RELATED TO POLLUTION Netel has a Group-wide sustainability policy that covers the entire or- ganisation and the value chain. It states that Netel is to work system- atically to prevent the pollution of air, water and soil and to minimise the risk of environmental damage. The policy includes the following basic principles in its governance of pollution: • Preventative work and the precautionary principle: Netel applies the precautionary principle in all decisions that impact the envi- ronment and works proactively to reduce environmental risks. • Preparedness and incident management: There are action and contingency plans to manage accidents, spills and other environ- mental risks. Deviations are reported and managed through the internal control process established by Netel. • Requirements for suppliers: Netel requires all suppliers to follow environmental legislation (such as RoHS and REACH) and has procedures for managing its own environmental impact. Suppliers must be able to demonstrate compliance during follow-up proce- dures. • Practical environmental protection: Procedures are in place to manage chemicals and to avoid spills and emissions at work sites. Project planning includes environmental risks to protect sensitive areas. The policy is approved by the Board and reviewed annually. It is shared with every employee and applies to all of Netel.
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Netel | Annual and Sustainability Report 2025 60 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report E2-5 SUBSTANCES OF CONCERN AND SUBSTANCES OF VERY HIGH CONCERN There is currently no reliable or complete data for the occurrence of substances of concern or substances of very high concern in the value chain. E2-6 ANTICIPATED FINANCIAL EFFECTS FROM POLLUTION-RELATED IMPACTS, RISKS AND OPPORTUNITIES Netel has not deemed pollution-related risks and opportunities to be financially material. Therefore, the company has not quantified the anticipated financial effects according to ESRS E2-6. Access to reliable data is currently limited. A comprehensive update to HSSEQ was carried out in 2025 for the Swedish Telecom and Power operations. The aim is to include the Swedish operations in Infraservices in the same management system. The Norwegian companies are certified according to the Miljøfyrtårn (Eco-Lighthouse) environmental management system and work preventatively to prevent pollution in their projects. The Norwegian certification has requirements for correctly sorting waste at source, managing and declaring waste and safely handling hazardous waste and chemicals. Annual reporting according to Eco-Lighthouse in Nor- way ensures compliance with national environmental requirements. E2-3 – TARGETS RELATED TO POLLUTION Netel aims to prevent all forms of pollution that could arise as a result of its activities. This means that we work systematically to avoid emissions, spills and other impacts on soil, water and air. This target is qualitative but made tangible through our strategic environmental principles, where work to prevent pollution is one of the key components. The environmental objective is based on our sustainability policy, where we explicitly commit to following applicable laws and gov- ernment requirements, applying the precautionary principle and minimising the risk of environmental damage. We work actively to identify and manage environmental risks, such as by requiring envi- ronmental risk assessments for every project. This ensures that risks of pollution are identified before work begins, such as when handling chemicals or working near sensitive areas. E2-4 POLLUTION OF AIR, WATER AND SOIL No Group-wide quantitative measurements were taken during the reporting period related to emissions that pollute water and soil. Cur- rent targets are primarily qualitative in nature and focus on prevent- ing pollution through internal procedures, risk analyses and following up on project deviations. The ambition, as a part of developing Netel’s environmental work, is to eventually supplement qualitative work with quantitative mon- itoring, for example, through statistics for spills or measurements of chemicals handled. This will be integrated into the follow-up part of the updated HSSEQ system.
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Netel | Annual and Sustainability Report 2025 61 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report E5 Resource use and circular economy Efficient use of materials and resources is essential for Netel to reduce its environmental impact and increase long-term sustainability. Resource use has been identified as having double materiality, with significant environmental impacts and potential financial consequences linked to costs, delivery reliability and future access to materials. The primary impact is through the use of virgin materi- als such as gravel, sand, crushed stone and metals. Through careful planning, optimising material flows and resource efficiency requirements for suppliers and subcontractors, we work to reduce consumption and increase the share of recycled materials in projects. Waste has been deemed material from an impact perspective. Waste is primarily generated during excavation, demolition and installation, and we strive to minimise quantities and to ensure that all waste is managed safely and in an environmentally correct manner. SBM-3 MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR INTERACTION WITH STRATEGY AND BUSINESS MODEL Subtopic Description of Impact, risk and opportunity Location in the value chain Time horizon Reclassification Resource use Netel has a negative impact on circularity as it relies on large amounts of virgin materials, primarily in the construction of infrastructure. The company procures resource-intensive materials such as cement, steel, aluminium and copper, often with limited transparency from contractors regarding origins and production. Op- portunities to reduce resource use are limited by customer specifications, quality requirements and global shortages of strategic materials. Upstream Short and medium term Negative impact and Financial risk Waste from own operations The negative environmental impact arises primarily through waste generated during the construction or demolition of electricity, mobile communications net- works or infrastructure services. Waste is managed by an external waste contractor and volumes are usually limited since components are ordered according to a project’s needs and plans. Upstream, own operations Short, medium and long term Negative impact Resource-efficient waste management Netel has a positive impact on waste management through effective procedures for sorting, recycling and minimising project waste. The company also contributes by ensuring waste from offices and facilities is recycled. Own operations Short, medium and long term Positive impact E5-1 POLICIES RELATED TO RESOURCE USE AND CIRCULAR ECONOMY Netel’s sustainability policy states that we are to minimise waste and work to increase sorting at source. We strive to use recyclable and environmentally friendly materials and to avoid products that are hazardous to the environment or health when there are suitable alternatives. Our operations are to be characterised by energy and resource efficiency, whether at offices, in warehouses or on project sites. Resource use is optimised in planning, designing and material management. These principles are applied throughout the value chain and are also the foundation of our requirements for suppliers and subcontractors. E5-2: ACTIONS AND RESOURCES RELATED TO RESOURCE USE AND CIRCULAR ECONOMY Netel did not set quantified or time-specific targets explicitly under ESRS E5 for the reporting year. The main activities carried out during the year and planned actions are described in this section, including their expected contribution to enhancing resource efficiency and circularity. Netel works in several ways to put its sustainability policy into prac- tice. We have procedures for measuring material waste in projects in order to follow up and reduce unnecessary waste. Improved coordi- nation between purchasing and project management ensures that materials are ordered according to its actual consumption, leading to better resource efficiency. In order to promote circularity and reduce the need for new production, construction projects identify compo- nents that can be reused. Every project site requires sorting at source to increase recycling and reduce environmental impact. Additionally, we work continuously on enhancing internal expertise on circular- ity and waste management by providing training initiatives for our employees. Waste is sorted and managed through our own containers, satellite warehouses or through the customer’s waste contract to maximise recycling and restoring materials. Hazardous waste is declared and delivered directly to authorised recipients, ensuring correct process- ing and minimal environmental impact. Waste recipients are chosen based on geography and resource efficiency. The recipient in Sweden is usually Stena Recycling and in Norway it is primarily either Norsk Gjenvinning or Franzefoss The Norwegian companies are certified according to the Eco-Light- house environmental management system and report annually in ac- cordance with the requirements of the certification. Eco-Lighthouse serves as a national environmental management system and in- cludes requirements for sorting waste at source, waste management, hazardous waste, chemicals, energy, transportation and systematic improvement work. Annual reporting according to Eco-Lighthouse ensures traceability in waste streams, waste sorting at source and resource use, which supports the companies’ work with circular econ- omy and environmental performance.
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Netel | Annual and Sustainability Report 2025 62 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report E5-3 TARGETS RELATED TO RESOURCE USE AND CIRCULAR ECONOMY Netel’s overall goal is to improve resource efficiency and reduce the total amount of unrecycled waste per project. The goals are not yet quantified in the form of absolute or relative indicators, but we are working to develop key performance indicators that can be followed up in the environmental management system. Work is ongoing to harmonise follow-up under the framework of the updated HSSEQ structure, with the aim of being able to report annually and to improve sustainability reporting. E5-4 RESOURCE INFLOWS Netel does not currently have any systematic follow-up or reporting for resource inflows. No quantitative information about resource inflows is therefore provided. E5-5 RESOURCE OUTFLOWS Netel does not currently have any systematic follow-up or reporting for resource outflows. No quantitative information about resource inflows is therefore provided.
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Netel | Annual and Sustainability Report 2025 63 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report S1 Own workforce As the core of operations, Netel’s employees are essential for the Group’s long-term success. A safe, fair and stimulating work environment is there- fore a priority in our sustainability work. Working conditions and equal treatment were identified as material topics since they have both positive and negative impacts and could present financial risks as well as opportunities for operations. Our goal is to offer attractive working conditions, ensure gender equality and equal treatment as well as to prevent work-related risks in every part of the organisation. Subtopic Description of Impact, risk and opportunity Location in the value chain Time horizon Reclassification Working conditions- Health and safety Netel is exposed to work environment and health risks, especially with work at height, driving and managing high-voltage systems. Risks include falls, electro- cution and fire. Handling machines and vehicles entails additional risks if safety regulations are not followed. This area is deemed material from both an impact and financial perspective. Own operations Short, medium and long term Negative impact and financial opportunity and risk Working conditions- Employees can be affected by high workloads, stress and mental illness As an employer, Netel can expose employees to stressful working conditions, such as high workloads, stress and impacts on their mental health. The high require- ments linked to the energy transition and the rapid expansion of the electricity grid has contributed to reports of stressful work environments. Own operations Short, medium and long term Negative impact and financial opportunity and risk Working conditions- impact through creating jobs with fair and secure working conditions Netel has a positive impact as an employer by creating jobs with fair working con- ditions. The company offers salaries in line with applicable collective agreements, has guidelines for digital communication, carries out annual employee surveys and performance reviews and maintains a whistleblower function. Own operations Short, medium and long term Positive impact Equal treatment and opportunities for all Netel works actively with gender equality and inclusion, but employees can still be negatively impacted by working in an industry with uneven gender distribution. Only around 8 per cent of employees are women. The company also be exposed to risks related to discrimination or other unconscious bias in daily operations and in contact with internal and external stakeholders, though these matters are handled proactively by Netel. Own operations Short, medium and long term Negative impact and financial opportunity and risk S1-1 POLICIES RELATED TO OWN WORKFORCE Netel has established policies and steering documents to ensure good working conditions, health and safety and equal opportunities for all employees. The work is regulated through the HR policy, the health and safety policy and the Code of Conduct for employees, which collectively form the basis for Netel’s responsibilities in relation to its own workforce. The HR policy establishes the overall principles for a respectful, safe and inclusive work environment. It includes leadership, recruitment, skills development, work environment, diversity and gender equality as well as guidelines for working conditions, salaries and benefits. The policy emphasises the importance of values-based leadership and a culture characterised by Closeness, Efficiency, Credibility, Commit- ment and Long-term approach. The health and safety policy sets out Netel’s ambition to offer a work environment that prevents both physical and mental illness. The policy applies to all employees, consultants and Board members and describes the division of responsibility, goals and procedures for meeting legal requirements, conducting preventative work and including employees and union representatives in our continuous safety efforts. The Code of Conduct for employees establishes the ethical and social principles that every employee is expected to follow. The Code is based on the UN Global Compact, the ILO Core Conventions and the OECD Guidelines for Multinational Enterprises. It covers human rights, equal treatment, labour rights, health and safety and establish- es a zero-tolerance policy regarding corruption, discrimination and harassment. All employees are expected to read and sign the Code upon employment, and management is responsible for ensuring understanding and compliance. The policies are adopted by the Board of Netel Group and reviewed annually or as needed. The Group CEO is responsible for keeping the policies up-to-date, communicating them to all relevant parties and implementing them in operating activities. Compliance is monitored under the framework for the Group’s management system and work environment activities. S1-2 PROCESSES FOR ENGAGING WITH OWN WORKFORCE AND WORKERS’ REPRESENTATIVES ABOUT IMPACTS Netel maintains an open dialogue with employees and their representatives in matters pertaining to working conditions, work environment and other material aspects of working life. Continuous communication is carried out through employee interviews, work- place meetings, inspections and internal information channels. In Sweden and Norway, the majority of employees are covered by collective bargaining agreements, ensuring formal channels for dialogues with union representatives. Topics such as changes to the operations, work environment matters and initiatives to improve
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Netel | Annual and Sustainability Report 2025 64 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report S1-5 TARGETS RELATED TO MANAGING MATERIAL NEG- ATIVE IMPACTS, ADVANCING POSITIVE IMPACTS, AND MANAGING MATERIAL RISKS AND OPPORTUNITIES Netel’s overall goal is to be an attractive, safe and inclusive employer. The company aims to: • have zero work-related accidents, • ensure that all employees are treated fairly and with respect, • increase employee commitment as measured through eNPS, • and support gender equality and diversity at every level of the organisation. Apart from the target of zero work-related accidents, Netel has not set quantified, time-specific and unit-defined targets for the reporting year that meet the definition of the targets under ESRS S1 and MDR-T. Other ambitions in occupational health and safety, engagement and diversity are strategic directions and are monitored through internal KPIs, but are not formally set as ESRS targets. The work is followed up through key performance indicators for accidents, sick leave, eNPS and the share of women employees. The goals support Netel’s long-term strategy to combine safety, skills and commitment with a strong and inclusive corporate culture. well-being and safety are discussed in these forums. Netel also encourages employees to communicate their viewpoints directly to their immediate superior or the HR function, in line with the Group’s “open door” culture. S1-3 PROCESSES TO REMEDIATE NEGATIVE IMPACTS AND CHANNELS FOR OWN WORKERS TO RAISE CONCERNS Netel has established processes for identifying, managing and reme- diating any negative impacts that could impact employees. Every employee has access to a whistleblower function that allows anony- mous reporting of irregularities such as harassment, discrimination, unethical behaviour or shortcomings in the work environment. Reports are managed by an independent party and followed up in accordance with applicable legislation and internal procedures. In case of confirmed deviations or incidents, corrective actions are taken and the results are followed up by HR and management. Netel has a zero-tolerance policy towards discrimination and harassment and offers support to impacted individuals in the form of dialogues, counselling and, when necessary, rehabilitative measures. S1-4 TAKING ACTION ON MATERIAL IMPACTS ON OWN WORKFORCE, AND APPROACHES TO MANAGING MATE- RIAL RISKS AND PURSUING MATERIAL OPPORTUNITIES RELATED TO OWN WORKFORCE, AND EFFECTIVENESS OF THOSE ACTIONS Netel works systematically to create comfortable, fair and stimulating workplace. To reduce risks linked to work environment, workloads and safety, continuous risk assessments and inspections are carried out at project work sites. Employees are offered training in safety, leadership and stress management, and all workplaces are covered by procedures for reporting and following up accidents and incidents. Opportunities are strengthened through investments in skills devel- opment, internal mobility and leadership programmes, which lead to increased motivation, commitment and loyalty. Netel follows up work environment and well-being through regular employee surveys and eNPS measurements, which form the basis of improvement actions. These initiatives allow Netel to work both preventively and develop- mentally to ensure a sustainable work life and long-term employee satisfaction.
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Netel | Annual and Sustainability Report 2025 65 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report S1-6 CHARACTERISTICS OF THE UNDERTAKING’S EMPLOYEES Number of employees Continuing operations 2025 2024 Number of employees 807 773 Number of employees by country Continuing operations 2025 2024 Sweden 319 343 Number of women/men 40/279 38/305 Number of women/men, % 13%/77% 12%/78% Norway 481 421 Number of women/men 42/439 43/378 Number of women/men, % 9%/91% 10%/90% Germany 7 9 Number of women/men 2/5 2/7 Number of women/men, % 40%/60% 29%/71% Total number of women/men 84/723 83/ 690 Total number of women/men, % 10%/90% 11%/89% Of senior executives, 20 per cent is female. Employee turnover and sick leave Continuing operations 2025 2024 No. who left during the year 83 105 Employee turnover, % 10.0% 13.6% Sick leave, % 4.2% 3.9% New employees Continuing operations 2025 2024 Number of new employees 162 110 Parental leave Continuing operations 2025 2024 Number on parental leave 24 73 Refers to the number of employees on parental leave in 2025 measured as an average number of full-time equivalents. For the comparative year 2024, the metric referred to the number of persons taking parental leave during the year. Number of employees Continuing operations 2025 2024 Full-time employees 798 755 Part-time employees 15 18 Number of non-employees 38 44 The information refers to the average number of full-time equivalents. Non- employees refers to consultants who are hired by a Netel company to carry out specific projects. S1-7: CHARACTERISTICS OF NON-EMPLOYEES IN THE UNDERTAKING’S OWN WORKFORCE Permanent and part-time employees and non-employees Continuing operations 2025 2024 Full-time employees 798 755 Part-time employees 15 18 Number of non-employees 38 44 S1-8: COLLECTIVE BARGAINING COVERAGE AND SOCIAL DIALOGUE Number and share of employees covered by collective agreements Continuing operations 2025 2024 Number covered by collective agreements 782 721 Share covered by collective agreements, % 97% 93% The information refers to the average number of full-time equivalents in 2025. S1-9: DIVERSITY METRICS Age and gender distribution 2025 2024 age 18–35, share women/men Number of women/men 26/266 34/239 Share women/men, % 9%/91% 12%/88% age 36–50, share women/men Number of women/men 30/246 25/257 Share women/men, % 11%/89% 9%/91% Age 50 and above, share women/men Number of women/men 28/211 24/194 Share women/men, % 12%/88% 11%/89% The information refers to the average number of full-time equivalents. S1-10 ADEQUATE WAGES All employees are paid fair salaries according to prevailing guidelines. Further information about salaries and remuneration can be found in Note 6 of the financial statements. S1-14 WORK-RELATED HEALTH Netel monitors work-related health through key performance indica- tors for accidents and absenteeism, as well as through regular safety inspections at project sites to identify risks and prevent incidents. During 2025, 589 workplace visits were carried out as part of the systematic work environment management. The number of work-re- lated fatalities amounted to 0 (0), and the number of work-related accidents to 9 (9). The reported number of work-related accidents refers to incidents that resulted in more than one day of absence. S1-16 REMUNERATION METRICS (PAY GAP AND TOTAL REMUNERATION)) The difference between the average salary levels among women and men employed (the pay gap) is -2 per cent for Netel’s employees in 2025, with female employees receiving a slightly higher salary. The annual remuneration ratio, meaning the relationship between the highest paid person and the median value for total remuneration to all Netel employees, was 7.0 in 2025. S1-17 INCIDENTS, COMPLAINTS AND SEVERE HUMAN RIGHTS IMPACTS Netel did not identify any work-related incidents or reports within its own workforce during the reporting period. Nor were there any re- ports of human rights violations, such as discrimination, harassment or retaliation. This includes internal reporting channels as well as cases received through the company’s whistleblower function.
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Netel | Annual and Sustainability Report 2025 66 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report G1 Business conduct Netel conducts its operations with a strong focus on responsibility, transparency and long-term sustainability. For Netel, business conduct means integrating ethical, social and environmental consideration throughout its operations, from project management and purchasing to cooperation with suppliers and partners. Through well-structured processes, clear steering documents and a strong focus on quality, Netel strives to minimise negative impacts, prevent risks and promote a corporate culture of integrity and respect. Subtopic Description of Impact, risk and opportunity Location in the value chain Time horizon Reclassification Corporate culture - Well-structured project management processes to mini- mise ESG impacts Netel prepares project plans for quality, environment and work environment to prevent errors, reduce environmental impact and ensure health and safety. Quality means continuously improving processes and achieving set targets. Upstream, own operations, downstream Short, medium and long term Positive impact and financial opportunity Corporate culture- Challenges in coordinating cultures and processes after acquisitions Netel’s business model is based on business combinations. The differences in cultures and ways of working between companies and countries can make har- monisation difficult, creating risks in the operations. Upstream, own operations, down- stream Short, medium and long term Negative impact and financial risk Corruption and bribery Netel operates in an industry that is at risk of corruption, for example, through cartels among subcontractors. These risks are counteracted through clear policies, agreements and supplier auditing. Upstream, own operations, downstream Short, medium and long term Negative impact and financial risk Cyber security Insufficient data protection or cyberattacks can lead to information leaks, fines and reputational damage. Netel works with strong safety procedures and training to reduce risks and external stakeholders, though these matters are addressed proactively by Netel. Upstream, own operations, downstream Short, medium and long term Negative impact and financial risk G1-1BUSINESS CONDUCT POLICIES AND CORPORATE CULTURE Netel’s Code of Conduct for employees is the basis of the Group’s work with business conduct. The Code establishes joint values and guidelines for how business operations are to be run: with respect for the law, ethics, the environment and human rights. It includes all employees, regardless of function or company, and clarifies responsi- bilities, behaviour and expectations in daily operations. Netel strives for a corporate culture of responsibility, integrity and respect. In this work, particular attention is paid to the functions that, due to their roles, have a higher exposure to risks related to corruption and undue influence, such as employees in purchasing and procure- ment, sales and business development, as well as project management and senior management with decision-making mandates. Well-defined decision-making procedures and authorisation manuals, as well as required compliance with the Code of Conduct apply to these roles. Well-structured project managed processes ensure that quality, the environment and the work environment are considered in every project. The aim is to prevent errors, minimise negative environmen- tal impacts and create a safe work environment. As a Group that grows through business combinations, Netel places great emphasis on harmonising values, procedures and ways of working across geographical and organisational boundaries. This work on corporate culture is essential for ensuring a shared approach to ethics, leadership and sustainable business. Netel does not currently have any quantitative or time-bound tar- gets related to ESRS G1. Work in this area is instead governed by the Group’s policies, internal controls and the Code of Conduct. G1-2 MANAGEMENT OF RELATIONSHIPS WITH SUPPLIERS Netel works to ensure a sustainable, ethical and robust value chain in line with the Group’s Code of Conduct, sustainability policy and an- ti-corruption policy. Interruptions in the supply chain are minimised through close dialogues and planning with suppliers. Purchases are also coordinated with project management to reduce material waste and increase resource efficiency. Employees within purchasing are trained in business conduct, sustainability and appropriate supplier relationship management. Suppliers are expected to follow the law, to take action against corruption and undeclared work and to take responsibility for work environments and environmental impact. To the greatest possible extent, Netel prioritises local and certified suppliers with documented sustainability profiles. Monitoring takes place through regular contact, evaluations and, as necessary, on-site visits. The aim is to create long-term and transpar- ent relationships of trust that contribute to a sustainable value chain.
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Netel | Annual and Sustainability Report 2025 67 Operations + Governance + Sustainability Report - General disclosures Governance General information EU Taxonomy E1 Climate change E2 Pollution E5 Resource use and circular economy S1 Own workforce G1 Business conduct Financial statements + Other information + Sustainability Report G1-3 PREVENTION AND DETECTION OF CORRUPTION AND BRIBERY Netel applies a strict zero tolerance policy regarding bribery, corrup- tion, fraud and money laundering throughout the value chain. The policy is based on international and national regulations pertaining to gifts, bribery and improper gifts. Employees and partners are not to offer, arrange or accept gifts, trips or other services that could be considered improper. Gifts from suppliers may only be accepted if their value is insignificant. Cash or the equivalent is always prohibited. Netel always pays its own costs during visits, conferences and supplier meetings. There are measures in place to prevent and detect irregularities, such as internal guidelines, conflict of interest procedures and report- ing channels through either managers or the whistleblower function. Netel trains employees in business conduct and the Code of Conduct to ensure understanding and compliance. G1-4 INCIDENTS OF CORRUPTION OR BRIBERY Netel has zero tolerance for bribery, corruption, fraud and money laundering. Monitoring takes place through the Group’s whistleblow- er function, reporting to HR and management, and through internal controls and legal processes. No suspected or confirmed incidents of corruption or bribery were identified during the 2025 financial year. No legal actions, fines or sanctions related to corruption or bribery were imposed on the Group. 2025 2024 2023 2022 2021 0 0 0 0 0 IT AND CYBER SECURITY Netel sees IT and cyber security as a key part of business conduct. A secure digital infrastructure is essential for protecting the company’s operations, customers and partners as well as to maintain trust and continuity in business processes. The Group works systematically to prevent, detect and man- age cyber threats through technical protection, training and clear procedures. In 2025, Netel continued to develop and modernise its IT environment by introducing new support systems in project man- agement and finance. This work has increased automation, improved data quality and enhanced information security. We continued to strengthen our IT infrastructure and our work on cyber security during the year to ensure a safe and stable digital environment. Cyber security is a key component of our risk management and a strategic priority to protect the company’s assets, customer data and business-critical systems. Cyber security is integrated into Netel’s risk management and includes preventative actions as well as incident management. All employees are responsible for following the Group’s IT policy and data protection procedures. Our goal is to create a robust and future-proof IT environment that supports the growth of the business and pro- tects our stakeholders. We are continuing to invest in state-of-the-art solutions and partner with cyber security leaders to remain at the forefront of a rapidly changing digital world. Regular updates and training raise information security awareness and reduce the risk of breaches and data leaks. As a part of Netel’s long-term digital strategy, the Group also strives to reduce the climate impact of IT operations through energy-effi- cient solutions and the use of cloud services powered by renewable energy. The IT strategy thus contributes to better security and to Netel’s overall sustainability targets.
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Netel | Annual and Sustainability Report 2025 68 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements Netel | Annual and Sustainability Report 2025 Financial statements 68
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Netel | Annual and Sustainability Report 2025 69 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Consolidated statement of profit or loss MSEK Note 1 Jan 2025 -31 Dec 2025 1 Jan 2024 -31 Dec 2024 Continuing operations Operating income Net sales 2, 3 2,915 3,214 Other operating income 10 31 Total revenue 2,925 3,245 Operating expenses Materials and purchased services 0 -1,821 -2,059 Other external expenses 4 -309 -274 Personnel costs 5, 6 -724 -690 Depreciation and amortisation 11, 12, 13, 14, 15, 16 -84 -65 Total operating expenses -2,938 -3,088 Operating profit (EBIT) -13 157 Financial income 7 3 6 Financial expenses 7 -81 -83 Net financial items -78 -77 Earnings before tax -91 81 Taxes 9, 23 1 -17 Net income continuing operations -90 64 Discontinued operations Net Income discontinued operations, net after tax 36 -27 -111 Earnings for the year -117 -47 Earnings for the year attributable to Parent Company’s shareholders -117 -47 Non-controlling interests - - Earnings per share Earnings per share before and after dilution, continuing operations (SEK) 10 -1.86 1.31 Earnings per share before and after dilution including discontinuing operations (SEK) 10 -2.42 -0.97 Average number of shares before and after dilution (thousands) 48,512 48,512 MSEK Note 1 Jan 2025 -31 Dec 2025 1 Jan 2024 -31 Dec 2024 Earnings for the year -117 -47 Items that will be reclassified as profit or loss Translation differences on translation of foreign operations -10 -0 Translation differences on translation of discontinuing operations 2 8 Other comprehensive income for the year -8 8 Comprehensive income for the year -125 -39 Comprehensive income attributable to: - Parent Company’s shareholders -125 -39 - non-controlling interests - - Total comprehensive income for the year -125 -39 Consolidated statement of comprehensive income
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Netel | Annual and Sustainability Report 2025 70 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Consolidated statement of financial position MSEK Note 31 Dec 2025 31 Dec 2024 ASSETS Non-current assets Intangible assets Goodwill 11 1,225 1,242 Other intangible assets 12 200 202 Total intangible assets 1,425 1,444 Property, plant and equipment Lands and buildings 13 5 5 Plant and machinery 14 51 68 Equipment, tools, fixtures and fittings 15 7 6 Right-of-use assets 16 134 83 Total property, plant and equipment 198 162 Financial non-current assets Other financial assets 18 30 15 Total financial non-current assets 30 15 Other non-current assets Deferred tax assets 23 2 7 Total non-current assets 1,655 1,628 Current assets Inventories Raw materials and consumables 5 2 Total inventories 5 2 Current receivables Accounts receivable 19 478 505 Contract assets 20 362 384 Other receivables 39 105 Prepaid expenses and accrued income 21 11 22 Total current receivables 890 1,015 Cash and cash equivalents 35 205 261 Total cash and cash equivalents 205 261 Assets held for sale 36 - 62 Total current assets 1,100 1,340 TOTAL ASSETS 2,755 2,968 MSEK Note 31 Dec 2025 31 Dec 2024 EQUITY AND LIABILITIES Equity Share capital 22 1 1 Other contributed capital 1,473 1,472 Reserves 22 -21 -13 Retained earnings including earnings for the year -481 -364 Total equity 971 1,095 Liabilities Non-current liabilities Liabilities to credit institutions 24, 28 884 920 Lease liabilities 24, 28 81 38 Other non-current liabilities 35 12 10 Deferred tax liability 23 60 70 Total non-current liabilities 1,037 1,038 Current liabilities Liabilities to credit institutions 24, 28 104 8 Lease liabilities 24, 28 50 40 Accounts payable 298 296 Contract liabilities 25 116 132 Current tax liabilities - - Other liabilities 51 163 Accrued expenses and deferred income 26 127 117 Total current liabilities 747 756 Liabilities attributable to assets held for sale - 78 TOTAL EQUITY AND LIABILITIES 2,755 2,968 Financial statements and notes
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Netel | Annual and Sustainability Report 2025 71 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Consolidated statement of changes in equity Equity attributable to Parent Company’s shareholders TSEK Share capital Other contrib- uted capital Translation reserve Retained earnings including earnings for the year Total equity attributable to Parent Compa- ny’s sharehold- ers Opening equity 1 Jan 2024 746 1,470,810 -20,703 -317,416 1,133,438 Earnings for the year - - - -46,797 -46,797 Other comprehensive income for the year - - 7,573 - 7,573 Comprehensive income for the year - - 7,573 -46,797 -39,224 Transactions with Group owners Completed issues - 881 - - 881 Total 0 881 - - 881 Closing equity 31 Dec 2024 746 1,471,691 -13,130 -364,212 1,095,095 Opening equity 1 Jan 2025 746 1,471,691 -13,130 -364,212 1,095,095 Earnings for the year - - - -117,237 -117,237 Other comprehensive income for the year - - -8,035 - -8,035 Comprehensive income for the year - - -8,035 -117,237 -125,272 Transactions with Group owners Completed issues - 977 - - 977 Total - 977 - - 977 Closing equity 31 Dec 2025 746 1,472,668 -21,164 -481,449 970,801 The Annual General Meeting decided in May 2025 to introduce a long-term incentive program, which involves a new issue of options where capital has been contributed. See note 6 for further informa- tion. Financial statements and notes
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Netel | Annual and Sustainability Report 2025 72 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Consolidated statement of cash flows MSEK Note 1 Jan 2025 -31 Dec 2025 1 Jan 2024 -31 Dec 2024 Operating activities Operating profit 2 -34 56 Adjustments for non-cash items 27 65 38 Interest received 3 5 Interest paid -59 -65 Tax paid -24 -58 Cash flow from operating activities before changes in working capital -50 -24 Cash flow from changes in working capital Changes in inventories 0 2 Change in operating receivables 72 8 Change in operating liabilities -69 73 Cash flow from operating activities -46 59 Investing activities Acquisition of operations and shares, excluding cash and cash equivalents 35 -2 -124 Acquisition of intangible assets 11, 12 -7 -14 Acquisition of property, plant and equipment 13, 14, 15 -18 -31 Divestment of property, plant and equipment 13, 14, 15 8 4 Acquisition of financial non-current assets 18 -1 2 Cash flow from investing activities -20 -162 Financing activities Completed contributions Completed new share issues - - Borrowings 24, 28 97 15 Amortisation of loans 24, 28 -27 -57 Amortisation of lease liabilities 24, 28 -54 -46 Cash flow from financing activities 16 -88 Change in cash and cash equivalents -51 -192 Cash and cash equivalents at the beginning of the year 265 446 Exchange rate difference in cash and cash equivalents -10 11 Cash and cash equivalents at year-end 205 265 Cash flow from continuing operations MSEK Note 1 Jan 2025 -31 Dec 2025 1 Jan 2024 -31 Dec 2024 Cash flow from operating activities -30 116 Cash flow from investing activities -17 -160 Cash flow from financing activities 9 -82 Cash flow from continuing operations for the period -39 -126
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Netel | Annual and Sustainability Report 2025 73 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Income statement for Parent Company MSEK Note 1 Jan 2025 -31 Dec 2025 1 Jan 2024 -31 Dec 2024 Operating income Net sales 27 27 Total revenue 27 27 Operating expenses Other external expenses 4 -17 -6 Personnel costs -13 -18 Total operating expenses -30 -25 Operating profit -3 2 Profit/loss from financial items Interest income and similar profit/loss items 7 60 63 Interest expenses and similar profit/loss items 7 -58 -59 Net financial items 2 4 Earnings after financial items -2 6 Appropriations 8 -9 -5 Earnings before tax -10 1 Tax on profit for the year 9 0 - Earnings for the year -10 1 The Parent Company has no items that are recognised under Other comprehensive income, which is why comprehensive income is the same as earnings for the year.
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Netel | Annual and Sustainability Report 2025 74 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Balance sheet for the Parent Company MSEK Note 31 Dec 2025 31 Dec 2024 ASSETS Non-current assets Financial non-current assets Participations in Group companies 17 1,622 1,622 Other financial non-current assets 8 8 Total non-current assets 1,630 1,630 Current assets Receivables from Group companies 772 787 Other current receivables 8 3 Cash and cash equivalents 1 1 Total current assets 781 790 TOTAL ASSETS 2,412 2,420 MSEK Note 31 Dec 2025 31 Dec 2024 EQUITY AND LIABILITIES Equity Restricted equity Share capital 22 1 1 1 1 Non-restricted equity Share premium reserve 1,472 1,472 Retained earnings 12 9 Earnings for the year -10 1 1,473 1,482 Total equity 1,474 1,483 Untaxed reserves Untaxed reserves 8 22 23 Total untaxed reserves 22 23 Non-current liabilities Liabilities to credit institutions 24, 28 868 878 Other liabilities 10 9 Total non-current liabilities 878 888 Current liabilities Liabilities to credit institutions 24, 28 5 8 Accounts payable 3 0 Current tax liabilities - 7 Liabilities to Group companies 18 5 Other liabilities 1 2 Accrued expenses and deferred income 26 11 4 Total current liabilities 38 27 TOTAL EQUITY AND LIABILITIES 2,412 2,420
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Netel | Annual and Sustainability Report 2025 75 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Statement of changes in equity for Parent Company TSEK Share capital Share premi- um reserve Retained earnings including earnings for the year Total equity Opening equity 1 Jan 2024 746 1,470,810 8,816 1,480,372 Earnings for the year - - 1,471 1,471 Completed issues - 881 - 881 Completed mergers - - - - Total - 881 1,471 2,352 Closing equity 31 Dec 2024 746 1,471,691 10,287 1,482,724 Opening equity 1 Jan 2025 746 1,471,691 10,287 1,482,724 Earnings for the year - - -10,365 -10,365 Completed issues - 977 - 977 Completed mergers - - - - Total - 977 -10,365 -9,388 Closing equity 31 Dec 2025 746 1,472,668 -78 1,473,337 Cash-flow statement for the Parent Company MSEK Note 1 Jan 2025 -31 Dec 2025 1 Jan 2024 -31 Dec 2024 Operating activities Operating profit 2 -3 2 Adjustments for non-cash items 27 -9 -3 Interest received 0 0 Interest paid -47 -55 Tax paid -16 - Cash flow from operating activities before changes in working capital -75 -55 Cash flow from changes in working capital Change in operating receivables 5 -5 Change in operating liabilities 9 -2 Cash flow from operating activities -61 -62 Investing activities Acquisition of financial non-current assets 0 2 Cash flow from investing activities 0 2 Financing activities Completed new share issues 22 - - Amortisation of external loans -4 -53 External borrowings raised 24, 28 - - Change in intra-Group loans 65 29 Cash flow from financing activities 61 -23 Change in cash and cash equivalents 0 -83 Cash and cash equivalents at the beginning of the year 1 84 Cash and cash equivalents at year-end 1 1
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Netel | Annual and Sustainability Report 2025 76 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Notes Note 1 General information This Annual Report covers the Swedish Parent Company Netel Holding AB (publ), Corp. Reg. No. 559327- 6263, and its subsidiaries. The activities of the company and its subsidiaries (the “Group”) include the pro- vision of the construction and maintenance of infrastructure for communication and power networks in Sweden, Norway and Germany within the business areas of Infraservices, Power and Telecom. The Parent Company is a limited company with its registered office in Stockholm, Sweden. The address of the head office is Fågelviksvägen 9, 145 84 Stockholm. The Group’s composition is shown in Note 18. The consolidated accounts for the year ending December 31, 2025 (including comparative figures) were approved by the Board for publication on March 31, 2026. The consolidated statements of profit or loss, other comprehensive income and financial position, and the Parent Company’s income statement and balance sheet will be adopted at the Annual General Meeting on May 7, 2026. The consolidated accounts are presented in Swedish kronor (SEK), which is also the Parent Company’s functional currency and the accounting currency. Summary of significant accounting policies The most significant accounting and valuation policies used in the preparation of the financial statements are summarised below. If the Parent Company applies different policies, these areas described under Parent Company below. Basis of preparation of the financial statements The consolidated financial statements and the notes to the accounts have been prepared in accordance with the Swedish Annual Accounts Act, the Swedish Financial Reporting Board’s Recommendation RFR 1 Supplementary Accounting Rules for Groups, and the International Financial Reporting Standards (IFRS) as endorsed by the EU. Assets and liabilities are measured at historical cost, except as regards contingent consideration (measured at fair value through profit or loss) and other securities held as non-current as- sets in the category of financial assets measured at fair value through profit or loss. The preparation of statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management make certain judgements in when applying the Group’s account- ing policies. Those areas that include a high level of judgement, that are complex or such areas where assumptions and estimates are of material importance for the consolidated accounts are stated separately below under “Significant assessment and estimates when applying accounting policies.” The financial statements have been prepared on the assumption that the Group conducts its operations on a going concern basis. Climate change When preparing the annual accounts, Netel takes into accounts risks and impacts related to climate change. Netel has not identified any material impact on financial assessments and estimates, nor does it currently expect any material climate-related effects in the medium term. However, Netel is aware of the changing risks associated with the climate and will regularly assess these risks and how they affect finan- cial assessments and estimates. Amended accounting policies The IASB has published amendments to IFRSs that are to be applied to financial years beginning on or after January 1, 2025. Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability come into effect for 2025. These amendments are not deemed to have any material impact on the consolidated financial statements. New or amended standards that have not yet come into effect, including amendments to IFRS 9 and IFRS 7 (from 2026) and IFRS 18 and IFRS 19 (from 2027), will be analysed prior to their effective date. Based on current information, these are not expected to have any material impact on the consolidated financial statements. Basis for consolidation The consolidated accounts include Group companies in which the Group directly or indirectly has a con- trolling influence by holding 50 per cent of the votes in the Group company or otherwise has a controlling influence. The Group controls an entity when it is exposed to, or has rights to, variable returns from its holdings in the entity and has the ability to affect those returns through its power over the investee. Group companies are included in the consolidated accounts from the date on which the controlling influence is transferred to the Group. They are deconsolidated from the date that control ceases. All intra-Group transactions and balance-sheet items are eliminated on consolidation, including unreal- ised gains and losses on transactions between Group companies. If the unrealised losses on intra-Group sales of assets are reversed on consolidation, the underlying asset is tested for impairment based on a Group perspective. Amounts recognised in the financial statements for Group companies have been ad- justed when required to ensure compliance with the Group’s accounting policies. Profit/loss and other comprehensive income for subsidiaries that have been acquired or divested during the year are recognised from the date that the acquisition or divestment was effected, according to what is applicable. The Group attributes comprehensive income for subsidiaries to the Parent Company’s shareholders and non-controlling interests based on the respective participating interests. Business combinations The Group applies the acquisition method for recognising business combinations. The purchase price of the business combination is measured at fair value at the acquisition date, which is measured as the sum of the fair values at the acquisition date of the assets, liabilities incurred or assumed and equity interest issued in exchange for control over the acquired business. Acquisition-related costs are recognised in prof- it or loss as incurred. The purchase price also includes the fair value at the acquisition date of the assets or liabilities that are the result of an agreement of contingent consideration. Changes in fair value for a contingent consideration arising from additional information obtained after the acquisition date on facts and circumstances that existed at the acquisition date, qualify as adjustments during the valuation period and are retroactively adjusted, with the corresponding adjustment of goodwill. However, the revaluation period extends a maximum of twelve months from the point of acquisition. All other changes in the fair value of a contingent consideration classified as an asset or a liability are reported in accordance with the applicable standard. The identifiable acquired assets and assumed liabili- ties and contingent assets are measured at fair value at the acquisition date. Contingent liabilities in a business combination are recognised as if they are existing obligations arising from past events and whose fair value can be reliably calculated. Financial statements and notes
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Netel | Annual and Sustainability Report 2025 77 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Discontinuing operations/discontinued operations Netel announced on 16 January 2025 that the Board of Directors had decided to initiate a process aimed at selling the Finnish operations. Management decided in the fourth quarter of 2024 to commence prepa- rations for the sale. The Finnish operations were sold on 30 June 2025. On 11 December 2025, Netel sold its operations in the UK. Operations in Finland and the UK are recognised as discontinued operations in the consolidated state- ment of profit or loss for 2024 and 2025. Earnings from the Finnish and UK operations were excluded from the individual rows in the consoli- dated statement of profit or loss and are instead recognised together under Discontinuing operations/ discontinued operations, net after tax, which is attributable in their entirety to the Parent Company’s shareholders. Discontinuing operations and discontinued operations are included in the consolidated statement of cash flows. Additional disclosures on cash flows regarding discontinuing operations and discontinued operations are presented in a note. In the consolidated statement of financial position as of 31 December 2024, assets and liabilities attribut- able to the Finnish operations have been reclassified as Assets held for sale and Liabilities attributable to assets held for sale. Translation of foreign currency All foreign Group companies use the local currency of their country as the functional and accounting currency. Upon consolidation, the items in these companies’ balance sheets and income statements are remeasured at the balance sheet date rate and the average exchange rate, respectively. In the consoli- dated accounts, all amounts are translated to SEK. Transactions in foreign currency are converted in each entity to the entity’s functional currency at the exchange rates that apply on the transaction date. At each balance sheet date, monetary items in foreign currency are translated at the closing day rate. Non-mon- etary items, which are measured at fair value in a foreign currency, are translated to the exchange rate on the day when the fair value was determined. Non-monetary items, valued at the historical costs of a for- eign currency, are not translated. Exchange rate differences are recognised in profit or loss for the period in which they arise with the exception of transactions attributable to intra-Group financing as a portion of the net investment in foreign operations and for transactions which constitute a hedge and which meet the conditions for hedge accounting of cash flows or of net investments. These exchange rate differences are initially recognised in other comprehensive income. When preparing the consolidated accounts, foreign Group companies’ assets and liabilities are translat- ed to SEK at the closing day rate. Revenue and expense items are translated at the average exchange rate for the period. Any translation differences that arise are recognised in other comprehensive income and transferred to the Group’s translation reserve. Upon divestment of a foreign subsidiary, such translation differences are recognised in profit or loss as part of the sales capital gain/loss. Goodwill and fair value adjustments arising from the acquisition of a foreign operations are treated as assets and liabilities in this business and translated at the closing day rate. Related parties and related party transactions Disclosures on related parties are presented in Note 32 Related party transactions. The Group’s transac- tions with related parties, in addition to the disclosures in Note 32, relate only to joint operations and are of limited scope and have been carried out on market terms, see Note 17 and Note 18. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker is responsible for allocating resources and assessing the performance of the operating segments. In the Group, this function has been identified as the President and CEO. An operating segment is a part of the Group that conducts operations that earn revenue and incur costs, and for which discrete financial information is available. Revenue recognition Netel is a full-service specialist within critical infrastructure active in Sweden, Norway and Germany. Netel provides Infranet project management services for the construction and maintenance of physical telecom, broadband and power networks. The Group provides everything from planning and design to execution and with supplementary services within service and maintenance. The revenue reported is attributable to these types of projects and services. Revenue is valued on the basis of the compensation specified in contracts with customers excluding VAT. The Group reports revenues when the control of a service is transferred to the customer, which depends on the type of service performed according to the description below. As a basis for the revenue recognition, there are agreements with customers in which the parties’ rights and obligations, payment terms and the commercial meaning have been established and approved by both parties. A change to the contract is reported as a separate agreement in cases where the change relates to distinct services and there is an adjustment in accordance with stand-alone selling prices. Construction agreements The project activities are carried out in the form of Netel entering into a construction agreement with a client. The business model and contractual structures in regard to clients meet the requirements set out for customer agreements. There is a performance obligation that is transferred as projects are completed in a series. The criteria are assessed as met in order to be able to see that the performance obligation is satisfied over time. The agreements with the customer are mainly at a fixed price or, in part, a fixed price through adjustable quantities. A smaller part of the agreements with customers are on a time and materials basis. Service and maintenance agreements Customers receive the benefits of the services rendered as Netel delivers the service, which is why revenue is reported based on the service rendered. Service and maintenance agreements are signed as both framework agreements and individual projects and are generally for between one and five years. The agreements include prices based on both contracted price levels for services rendered and on a time and materials basis. General principles for revenue recognition Revenue is recognised over time by measuring the progress against a complete satisfaction of perfor- mance obligations. This is done in accordance with the input method as this best reflects measurement of the progress. The input method reports revenues on the basis of efforts to fulfil performance obligations, where the efforts consist of consumed working hours and expenses incurred to complete the contract. Payment of services provided is received in accordance with the agreed payment plan or alternatively upon completion, if the accrued revenue exceeds the invoiced amount, a contract asset arises, corre- spondingly a contractual liability arises if the invoiced amount is greater than the accrued revenue. Nor- mally, the payment terms are 30 days. When the outcome of a project cannot reasonably be measured, but Netel expects to be covered for expenses incurred, revenue recognition only takes place with the amount corresponding to the project costs incurred that the client expects to reimburse. Expected losses in their entirety are charged to profit for the period. Employee benefits Remuneration of employees such as salaries and social costs, holiday and paid sick leave, etc. are reported as the employees perform services. Pensions are classified as defined contributions or defined benefit pension plans. The plans where the company’s obligation is limited to the fees the company has agreed to pay are clas- sified as defined contribution pension plans. The size of the employee’s pension depends on the fees that the company pays to the plan or to an insurance company and the capital return that the fees provide. Ne- tel’s obligations regarding fees to the defined contribution plan are recognised as an expense in earnings for the year at the rate they are earned. Financial statements and notes
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Netel | Annual and Sustainability Report 2025 78 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Defined benefit plans are plans other than defined contribution plans. The Group’s ITP 2 plan, financed by an insurance in Alecta, is a multi-employer insurance. Companies must classify a plan that includes several employers as a defined contribution plan and a defined benefit plan based on the terms of the plan. Based on the terms of the ITP 2 plan’s commitments for age pension and family pension, both these commitments should be classified as defined benefit commitments, but as there are no prerequisites for reporting an ITP 2 plan that is financed through insurance in Alecta as a defined benefit plan, this plan is reported as a defined contribution plan. Financial income and expenses Financial income consists of interest income on invested funds, exchange rate gains and other financial income. Interest income is reported as it is earned. Financial expenses refer to interest, fees and other expenses incurred in connection with the raising of interest-bearing liabilities, exchange rate losses and other financial expenses. Derivatives, to the extent that they are used, are used to hedge the risks of interest and currency expo- sure to which Netel is exposed. Premium payments for hedging are reported, where applicable, as interest expenses in the period to which they relate. Income taxes The tax expense in profit or loss comprises deferred tax and current tax that is not recognised in other comprehensive income or directly in equity. Current tax refers to income tax for the current financial year referring to the taxable earnings for the year and that part of previous years’ income tax that has not yet been reported. Current tax is valued at the probable amount according to the tax rates and tax rules that apply on the balance sheet date. Deferred tax is income tax on taxable earnings pertaining to future financial years resulting from former transactions or events. Deferred tax is calculated on temporary differences. A temporary difference exists when the carrying amount of an asset or liability differs from the tax value. Temporary differences are not considered when attributable to investments in subsidiaries, branches, associated companies or joint venture if the company can control the timing of the reversal of the temporary differences and it is not obvious that the temporary difference will be reversed in the foreseeable future. Differences arising from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, impacts neither tax nor reported profit or loss are not considered as temporary differences. Deferred tax assets relating to loss carryforwards or other future tax deductions are recognised to the extent that it is probable that the deductions can be offset against future tax surpluses. Deferred tax liabil- ities attributable to untaxed reserves are not recognised separately. Untaxed reserves are recognised gross in the balance sheet. Goodwill Goodwill is measured in accordance with the principles of IFRS 3 Business combinations, and represents future economic benefits arising from other assets acquired in a business combination that are not indi- vidually identified and separately recognised. Goodwill is measured at cost less accumulated impairment. Goodwill is not amortised but tested for impairment on an annual basis, or more frequently if events or changes in conditions indicate the risk of a decline in value. Acquired goodwill in connection with business combinations is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from synergies from the acquisition. Each entity or group of units to which goodwill has been allocated corresponds to the lowest level of the Group on which the goodwill in question is mon- itored in the internal governance, which for Netel is the respective segment, which comprises the country where operations are conducted. Goodwill is measured at cost less accumulated impairment. Brand and other intangible assets The Netel brand was acquired in connection with the acquisition of Netel Group BC AB and was initially measured at fair value on the acquisition date in accordance with the acquisition method. There is no fore- seeable time limit for when the brand would not generate a positive cash flow for the Group, which is why it is recognised as an intangible asset with an indefinite useful life, which means that it is not amortised. The Netel brand is tested annually for impairment. The fair value of customer relationships is determined based on estimated future cash flows from agreements with existing customers. Customer relationships are recognised at cost less accumulated amortisation and any impairment. The asset is amortised straight-line over the estimated useful life, which amounts to three years. Technology is recognised at cost less accumulated amortisation and any impairment. The estimated useful life amounts to three years. Capitalised development costs are recognised at cost less accumulated amortisation and any impair- ment. The estimated useful life amounts to three to five years. Intangible assets acquired as part of a business combination are identified and recognised separately from goodwill when they meet the definition of an intangible asset and their fair value can be reliably calculated. The cost of such intangible assets comprise their fair value on the acquisition date. Subsequently, intangible assets acquired in a business combination are recognised at cost less accu- mulated amortisation and any accumulated impairment losses in the same way as separately acquired intangible assets. Property, plant and equipment Property, plant and equipment are recognised at cost less accumulated depreciation and any impairment. Assets are depreciated linearly over the estimated useful life of the assets. The useful life period is reviewed on each balance sheet date. The following useful lives apply: • Plant and machinery, 3-10 years • Equipment, tools, fixtures and fittings, 5 years • Right-of-use assets, 2-6 years Depreciation/amortisation of property, plant and equipment and intangible assets Brands that have an indefinite useful life are not amortised but tested annually for any impairment. Im- pairment of goodwill is described under the heading Goodwill above. Other assets are tested for impair- ment as soon as events or changes in different circumstances indicate that carrying amount value may not be recoverable. If these indications arise, an assessment is made of the asset’s recoverable amount, which is the higher of an asset’s fair value less selling expenses and the value in use. When assessing the value in use, estimated future cash flows are discounted by a discount factor that takes into account cur- rent market assessments of the time value of money and the risks attributable to the asset or cash-gener- ating unit. Impairment takes place at the amount that the asset’s carrying amount exceeds the estimated recoverable amount. When assessing the need for impairment, assets are grouped at the lowest levels where there are separately identifiable cash flows (cash-generating units). Impairment is only reversed if there has been a change in the conditions applicable to the calculation when the recoverable amount of the asset was determined in the most recent impairment test. Impairment related to goodwill is not reversed under any circumstances. Leases Netel has leases for buildings and premises, cars and machinery and tools. These leases are recognised in the balance sheet except for leases with a term of 12 months or less (short-term leases) and leases of a low value (low-value leases). Netel recognises lease payments in connection with these leases (short-term leases and low-value leases) as an expense linearly over the lease term. At the start of the lease, the Group assesses whether a contract is a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Upon lease commence- Financial statements and notes
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Netel | Annual and Sustainability Report 2025 79 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + ment a right-of-use asset (lease asset) and a lease liability are recognised. The right-of-use asset is de- preciated linearly over the estimated useful life, which is deemed to correspond to the lease term. Leases are normally valid for 2-6 years. Lease liabilities are recognised at amortised cost and remeasured when changes in future lease payments are made. The lease liability is initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily determined, the Group uses the incremental borrowing rate. Netel generally applies the Group’s incremental borrowing rate adjusted by a risk premium based on the underlying asset. Interest payments on, and amortisation of, the lease liabilities are recognised in the cash flow. The lease liability is remeasured when changes in future lease payments arise due to a change in index or if Netel changes its estimates regarding purchases, extension or terminations of the lease contract. For lease contracts, Netel makes a qualified assessment as to whether it is reasonably certain that extensions will be used. All leases are assessed individually. All leases are assessed individually. The majority of the extension options are excluded in the lease liability because the Group believes that the assets can be replaced without significant costs or interruption to the business. The Parent Company applies the exemption in RFR2 from applying IFRS 16 and continues to recognise lease payments as operating expenses. Inventories Inventories are measured at the lower of cost, calculated at first-in-first-out, and net realisable value. The net realisable value has been calculated as the sales value after deduction for the estimated cost of sale, taking into account obsolescence. Financial assets and liabilities – financial instruments Financial assets and liabilities are recognised when the Group becomes party to the contractual terms of the financial instrument. Transactions with financial assets are recognised on the transaction date, which is the date on which the Group undertakes to acquire or sell the assets. Financial assets are derecognised from the balance sheet when the rights in the agreement have been realised, expired or when the Group no longer has control over it. The same applies to part of a financial asset. Financial liabilities are derecognised from the balance sheet when the agreed obligation has been fulfilled or otherwise extin- guished. Assets and liabilities are offset only when there is a legal right to offset and there is a right and an intention to settle the items on a net basis. Financial instruments recognised in the statement of financial position include cash and cash equivalents, contract assets, accounts receivable and derivatives on the as- set side. Accounts payable, liabilities to credit institutions, contract liabilities and derivatives are recognised on the liability side. Classification and measurement Financial assets are classified based on the business model used to manage the asset and the asset’s cash flow characteristics. If the financial asset is held within a business model whose objective is to collect con- tractual cash flows (hold to collect) and the agreed conditions for the financial asset at specific times give rise to cash flows consisting solely of payments of principal and interest on the principal amount, the asset is recognised at amortised cost. If the objective of the business model instead is achieved by both collecting contractual cash flows and selling financial assets (hold to collect and sell), and the agreed terms of the financial asset at certain times give rise to cash flows consisting solely of payments of principal and interest on the principal amount, the asset is measured at fair value through other comprehensive income. All other business models where the purpose is speculation, holdings for trading or where the character- istics of the cash flow excludes other business models, are measured at fair value through profit or loss. The Group applies the Hold to collect business model for accounts receivable, other receivables and cash and cash equivalents. The Group’s financial assets are initially measured at fair value and subsequently at amortised cost using the effective interest method, less expected credit losses. Financial liabilities are measured at fair value through profit or loss if it is a contingent consideration to which IFRS 3 applies, holdings for trading or if they are initially identified as liabilities at fair value through profit or loss. Other financial liabilities are measured at amortised cost. Fair value of financial instruments The fair value of financial assets and liabilities traded on an active market is determined with reference to the listed market price. The fair value of other financial assets and liabilities is determined according to generally accepted valuation models such as discounting future cash flows and the use of information taken from current market transactions. For all financial assets and liabilities, the carrying amount is deemed to be a good approximation of its fair value, unless otherwise specified. Amortised cost and the effective interest method The amortised cost of a financial asset is the amount at which the financial asset is measured on initial recognition minus the principal, plus the accumulated depreciation using the effective interest method of any difference between that principal and the principal outstanding, adjusted for any impairment. The recognised gross amount of a financial asset is the amortised cost of a financial asset before adjustments for any loss allowances. The effective interest rate is the rate used when discounting all expected cash flow over the expected duration to result in the initial carrying amount of the financial asset or the financial liability. Provisions Provisions for legal claims, guarantees and restoration measures are recognised when the Group has a legal or informal obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been measured reliably. No provisions are made for future operating losses. Provisions are measured at the present value of the amount expected to be re- quired to settle the obligation. To this, a discount rate before tax is used which reflects a current market as- sessment of the time-dependent value of money and the risks associated with the provision. The increase in provisions due to the fact that time is lapsed is recognised as interest expense. Capital Netel defines total capital as equity plus net debt in the balance sheet. Hedge accounting Netel does not apply hedge accounting. Judgements and estimates When preparing the financial statements, company management and the Board must make judgements and estimates that affect recognised asset and liability items and revenue and expense items, as well as related information about contingent items. These assessments and estimates are based on historical experiences and the various assumptions that management and the Board consider to be reasonable under the current circumstances. The conclusions drawn constitute the basis for decisions concerning the carrying amounts of assets and liabilities, in cases where these cannot be determined without further in- formation from other sources. Actual outcomes may deviate from the judgements and estimates. The esti- mates and assumptions are reassessed regularly. Changes in estimates and assumptions are recognised in the period in which the change is made and in future periods if these periods are affected. Manage- ment believes that the following areas include the most difficult, most subjective or most complicated assessments and estimates that it must make when preparing the financial statements. Information about assessments and estimates that have the most significant impact on the recognition and measurement of assets, liabilities, revenue and expenses. The outcome of these may deviate consider- ably. According to management, there is no significant risk for a material adjustment during the coming financial year in relation to carrying amounts. Financial statements and notes
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Netel | Annual and Sustainability Report 2025 80 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Revenue recognition The amount of revenue and associated contract assets and contract liabilities that has been recognised re- flects the Management Team’s best estimate of the outcome and degree of completion of each contract. For complex construction agreements, there is significant uncertainty when estimating the expenses for competition and profitability. Netel recognises revenue in projects over time as they are completed, which is measured by the expenses incurred in relation to total expected expenses at a point in time. The Group has a well-established process for monitoring the degree of completion and the expected total expenses per project. The process manages the monitoring and estimates of the risk of loss that may arise in the projects. Contract assets at the end of 2025 was MSEK 362 (384) and contract liabilities MSEK 116 (132). For more information regarding construction contracts, refer to Note 20. Revenue recognition – construction agreements For revenue recognition of construction agreements, estimates must be made of the actual degree of completion, estimated expenses for completing the project and follow-ups against forecasts of final outcomes for the project. Unforeseen events may cause the final result of the projects to be both higher or lower than expected. A provision (low allowance) is made for projects in which losses are expected. Expect- ed losses are expensed as soon as they are known, the uncertain part of the expected loss is recognised as a provision. Impairment of goodwill and brands, etc. To test for impairment, the Management Team calculates the recoverable amount of each asset cash-gen- erating unit based on the expected future cash flows and using an appropriate interest rate to discount the cash flow. Uncertainties arise primarily in estimates and assumptions regarding futures cash flows in relation to growth, margins and other related items affecting cash flow as well as when establishing an appropriate discount rate. The Group has a well developed process for assumptions regarding future cash flows per cash-generating unit and uses WACC as a relevant discount rate, specifically for each cash-gen- erating unit. At the end of 2025, goodwill amounted to MSEK 1,225 (1,242). Brands amounted to MSEK 179 (179). For more information on impairment testing, refer to Note 11. Leases Assumptions on whether or not to exercise the option to extend existing leases have a major impact on the estimated lease asset and lease liabilities. For existing leases, Netel makes a qualified assessment as to whether it is reasonably certain that an additional extension period will be used and estimates the dura- tion of these leases based on expected use within the current business. Accounts receivable and contract assets Netel measures the expected credit losses for financial assets classified at amortised cost including accounts receivable and contract assets. Netel applies the simplified model in calculating expected credit losses on accounts receivable using a matrix where a fixed percentage for a reserve is used depending on the number of days a receivable is outstanding. Management is to make overall estimates to ensure that a reasonable loss allowance is recognised. Netel defines default as being considered unlikely that the counterparty will meet its commitments due to indicators such as financial difficulties and missed payments, see further under Note 4 (Credit risk). A receivable is written off when no possibilities for additional cash flows are deemed to exist. At the end of 2025, accounts receivable amounted to MSEK 478 (505) and contract assets to MSEK 362 (384). Parent Company’s accounting policies The Annual Report for the Parent Company has been prepared in accordance with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board’s RFR 2 Reporting for Legal Entities. Untaxed reserves are recognised in their entirety without being specified as equity or deferred tax. Group contribu- tions received and paid are recognised as appropriations. Participations in subsidiaries and joint ventures are recognised at cost less any impairment. RFR 2 includes exemptions from applying IFRS 9 in legal entities. The impairment requirements in accordance with IFRS 9 are applied without the exemption for fi- nancial non-current assets including receivables from Group companies. The Parent Company also applies the exemption regarding IFRS 16 in RFR 2. Consolidated companies The consolidated company Netel GmbH, Frankfurt (Oder)/Germany is exempt from the requirement to prepare, have audited and publish an annual report and a directors’ report (Lagebericht) in accordance with the provisions applicable to companies under Chapter 264, Section 3 of the German Commercial Code (Handelsgesetzbuch). For a full list of consolidated companies, see Note 17. Financial statements and notes
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Netel | Annual and Sustainability Report 2025 81 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Note 2 Segment reporting Operating segments For accounting and monitoring purposes, the Group has divided its operations into three operating seg- ments based on how the Group CEO evaluates the Group’s operations. The three operating segments are the Infraservices, Power and Telecom divisions. The Group CEO primarily uses earnings before interest, tax and amortisation (EBITA) in assessing the performance of the operating segments. Other adjustments at Group level are included under Group-wide items and eliminations, for example, transaction costs and other Group-wide costs that are not allocated at segment level. Non-current assets include intangible assets (including goodwill), property, plant and equipment and right-of-use assets. Operations in Finland and the UK are recognised as discontinued operations and are not included in the segment reporting. For the comparative year 2024, non-current assets of MSEK 16.2 relating to operations in the UK were not allocated to segments. MSEK 2025 Infraservices Power Telecom Total Seg- ments Group-wide items and eliminations Group total Continuing operations Revenue from external customers 605 989 1,321 2,914 1 2,915 Revenue from other seg- ments 0 0 0 0 0 0 Total revenue 605 989 1,321 2,914 1 2,915 EBITA -17 -4 21 1 -5 -5 EBITA margin (%) -2.7% -0.4% 1.6% 0.0% -0.2% Amortisation -9 Financial items -78 Earnings before tax -91 Non-current assets 386 604 633 1,623 1,623 MSEK 2024 Infraservices Power Telecom Total Seg- ments Group-wide items and eliminations Group total Continuing operations Revenue from external customers 844 1,005 1,364 3,214 0 3,214 Revenue from other seg- ments 0 0 0 0 0 0 Total revenue 844 1,005 1,364 3,214 0 3,214 EBITA 54 76 26 156 7 164 EBITA margin (%) 6.4% 7.6% 1.9% 4.9% 5.1% Amortisation -6 Financial items -77 Earnings before tax 81 Non-current assets 392 531 667 1,589 1,589 Financial statements and notes
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Netel | Annual and Sustainability Report 2025 82 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Note 3 Specification of revenue Currently, the Group only conducts Infraservices in Sweden. Power operations are conducted in Sweden and Norway. Telecom operations are conducted in Sweden, Norway and Germany. Telecom operations in Germany comprise only fibre roll-out and service. In Sweden and Norway, Telecom also encompasses roll-out and service of mobile networks. Operations in Finland and the UK are recognised as discontinued operations. Specification of revenue MSEK Jan-Dec 2025 Infraservices Power Telecom Total Segments Discontinued operations Group total Business area Sweden 605 492 240 1,336 1,336 Norway 0 497 894 1,391 1,391 Finland 0 0 0 0 92 92 Germany 0 0 187 187 187 UK 0 0 0 0 53 53 Group-wide 0 0 0 1 0 1 Revenue from contracts with customers 605 989 1321 2915 145 3,060 Type of service Framework agreement 141 285 1,043 1,468 102 1,570 Projects 464 704 278 1,446 43 1,489 Group-wide 0 0 0 1 0 1 Revenue from contracts with customers 605 989 1,321 2,915 145 3,060 MSEK Jan-Dec 2024 Infraservices Power Telecom Total Segments Discontinued operations Group total Business area Sweden 844 653 280 1,777 1,777 Norway 0 352 912 1,264 1,263 Finland 0 0 0 0 241 241 Germany 0 0 174 174 174 UK 0 0 0 0 70 70 Group-wide 0 0 -1 -1 0 Revenue from contracts with customers 844 1,005 1,364 3,214 311 3,524 Type of service Framework agreement 214 246 1095 1,555 272 1,826 Projects 630 759 271 1660 39 1,700 Group-wide 0 0 -1 -1 0 -1 Revenue from contracts with customers 844 1,005 1,364 3,214 311 3,524 Contract assets 31 Dec 2025 31 Dec 2024 Opening balance 384 - Changes due to normal operations -8 -46 Allocated to discontinued operations -14 -17 Closing balance 362 384 Contract liabilities 31 Dec 2025 31 Dec 2024 Opening balance 132 - Changes due to normal operations -14 -7 Allocated to discontinued operations -1 -12 Closing balance 116 132 Revenue recognised for the year 31 Dec 2025 31 Dec 2024 On the contract liabilities side on 1 January: 132 - From performance obligations that were satisfied in full or in part in prior periods - - Revenue allocated to unsatisfied or partially satisfied performance obligations expected to be recognised as revenue 31 Dec 2025 31 Dec 2024 Within one year 362 384 After one year - - Contract assets comprise accrued revenue to which the company’s right is conditional on continued perfor- mance in accordance with the contract. When the company’s right to payment is unconditional, invoices are issued and the asset is recognised as an account receivable. Contract liabilities are advance payments from customers for which performance obligations have not been satisfied. Contract liabilities are recognised as revenue when the performance obligation of the contract is satisfied (or has been satisfied). Note 4 Auditors’ fees Group Parent Company MSEK 2025 2024 2025 2024 Deloitte AB Audit 4 4 0 0 Other services 1 0 - - Total 5 4 0 0 Audit assignment refers to the auditor’s work on the statutory audit, and auditing activities refers to vari- ous types of quality-assurance activities. Other services are such services as are not included in the audit assignment, auditing activities or tax advisory services. Financial statements and notes
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Netel | Annual and Sustainability Report 2025 83 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Note 5 Average number of employees and gender distribution Group Parent Company Average number of employees, recalculated as full-time employees 2025 2024 2025 2024 Infraservices 124 165 - - Of whom, women 17 17 - - Of whom, women % 14% 10% - - Power 256 213 - - Of whom, women 14 13 - - Of whom, women % 5% 6% - - Telecom 417 385 - - Of whom, women 51 51 - - Of whom, women % 12% 13% - - Group functions 10 11 2 2 Of whom, women 2 2 1 1 Of whom, women % 20% 18% 50% 50% Total 807 774 2 2 Of whom, women 84 83 1 1 Of whom, women % 10% 11% 50% 50% Discontinuing operations 79 111 - - Of whom, women 7 10 - - Of whom, women % 9% 9% Two of the five members of the Board are women, or 40 per cent. Of senior executives, 20 per cent is female. Note 6 Employees Salaries and remuneration, etc. Salaries, remuneration, etc. Total salaries, remuneration, social costs and pension costs were paid in the following amounts: Group Parent Company MSEK 2025 2024 2025 2024 Board and CEO: Salaries and remuneration 6 10 6 10 Salaries (subsidiaries abroad) 0 0 0 0 Pension costs 1 1 1 1 Pension costs (subsidiaries abroad) 0 0 0 0 7 11 7 11 Other employees: Salaries and remuneration 552 519 2 3 Pension costs 45 42 0 0 597 562 3 4 Social costs 119 118 3 4 Total Board and other 723 691 12 19 Discontinued operations 36 40 The ITP2 insurance is a multi-employer insurance in Alecta, and the premium for the defined benefit retirement and family pension is calculated individually on the basis of such factors as salary, previously earned pension entitlement and estimated remaining period of employment. The collective funding ratio is defined as the market value of Alecta’s assets as a percentage of its commitments to policyholders cal- culated using Alecta’s actuarial methods and assumptions, which do not comply with IAS 19. The collective funding ratio is normally permitted to vary between 125 and 175 per cent. If Alecta’s collective consolida- tion level falls below 125 per cent or exceeds 150 per cent, action is to be taken to create the conditions for returning the consolidation level to within the normal range. In the case of low consolidation, one step can be to increase the price of new, and extending existing, benefits. In the case of high consolidation, one alternative can be to reduce premiums. At year-end 2025, Alecta’s preliminary surplus in the form of the collective funding ratio was 167 per cent (162). Netel’s share of the total contributions for the plan, and the Group’s share of the total number of active members in the plan, amount to 0.00823 per cent and 0.00803 per cent, respectively. The corresponding figures for 2024 are 0.00709 per cent and 0.00864 per cent, respectively. The expected fees for 2026 for ITP2 insurance signed with Alecta total TSEK 1,113. Long-term incentive programme LTIP Netel has long-term incentive programmes resolved on by Annual General Meetings – LTIP – where some of the participants in the programmes will have the opportunity to acquire shares in the company (war- rants). In the LTIP 2024/2027 programme, some of the participants will have the opportunity to receive a cash amount based on the share price (synthetic options). LTIP 2024/2027 The LTIP 2024/2027 programme includes members of the Management Team and certain other key employees of the Group, originally totalling eight persons. The programme includes 750,000 warrants and Financial statements and notes
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Netel | Annual and Sustainability Report 2025 84 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + 214,000 synthetic options. Both warrants and synthetic options may be exercised during the period from 1 June 2027 up to and including 31 August 2027. The subscription/exercise price amounts to 150 per cent of the volume-weighted average price paid during five trading days ending on 17 May 2024, which was SEK 22.39. The terms and conditions of the warrants contain a so-called net strike recalculation clause, which means that the subscription price and the number of shares that each warrant entitles to subscription for will be recalculated before the exercise period. Participants have been offered to purchase the options at market value, with a subsidy in the form of a cash payment equivalent to approximately 50 per cent of the investment amount. The benefit corresponding to the subsidy is recognised as share-based payment in accordance with IFRS 2, meaning personnel costs over the vesting period of three years. The fair value on the allotment date amounted to SEK 1.88 for the warrants and SEK 1.87 for the synthetic op- tions. The fair value has been calculated using the Black-Scholes model based on the following assumptions: • share price: SEK 14.76 • subscription price/redemption price: SEK 22.39 • risk-free interest rate: 2.57% • volatility: 35% • term: 3 years • Value cap per synthetic option: SEK 74.63 (equivalent to 500 per cent of the volume-weighted average price over five trading days up to and including 17 May 2024). The Group has expensed SEK 223,824 in 2025 in accordance with IFRS 2 for share-based remuneration. The Group repurchased 107,000 warrants under LTIP 2024/2027 in 2025. In accordance with IFRS 2, the previously recognised cost of the bonus component was reversed. The portion repaid to the participants was recognised as a reduction of equity in accordance with IAS 32. Following the repurchase, the number of warrants outstanding amount to 643,000. LTIP 2025/2028 The LTIP 2025/2028 programme includes members of the Management Team and certain other key employees of the Group, totalling 33 persons. The programme includes 778,800 warrants that may be exercised during the period from 1 June 2028 up to and including 31 August 2028. The subscription/exercise price amounts to 150 per cent of the volume-weighted average price paid during five trading in May 2025, which was SEK 16.51. The terms and conditions of the warrants contain a so-called net strike recalculation clause, which means that the subscription price and the number of shares that each warrant entitles to subscription for will be recalculated before the exercise period. Par- ticipants have been offered to purchase the options at market value, with a subsidy in the form of a cash payment equivalent to approximately 50 per cent of the investment amount. The benefit corresponding to the subsidy is recognised as share-based payment in accordance with IFRS 2, meaning personnel costs over the vesting period of three years. The fair value on the allotment date amounted to SEK 1.71 for warrants. The fair value was calculated using Black & Scholes based on the following assumptions: • share price: SEK 10.58 • subscription price/redemption price: SEK 16.51 • risk-free interest rate: 1.98% • volatility: 40% • term: 3 years The Group has expensed SEK 156,381 in 2025 in accordance with IFRS 2 for share-related remuneration. Remuneration of and other benefits to senior executives Principles Annual fees are paid to the Chairman of the Board and Board members in accordance with a decision of the Annual General Meeting. The Board decides on the terms of employment for the CEO. The CEO de- cides on remuneration of senior executives. Remuneration of the CEO and other senior executives consists of fixed salary, variable remuneration, other benefits and pension provisions. Termination of employment/Severance pay CEO and Management Team If notice of termination is made by Netel, the notice period may not exceed 12 months for the CEO and six months for the other Management Team members. If a member of the Management Team is given notice, Netel is liable to pay, including severance pay and remuneration under the notice period, the equiv- alent of maximum 18 months’ base salary and other employment benefits. If notice of termination is made by a member of the Executive Team, the notice period may not exceed six months, with no right to sev- erance pay. Full salary and other employment benefits are paid during the notice period, with deduction for salary and other remuneration received from other employment or activities that the employee has during the notice period. Remuneration of Board, TSEK 2025 2024 Chairman of the Board/Board member* 1 Alireza Etemad 686 490 Chairman of the Board* Hans Petersson - 187 Board member* Nina Macpherson 330 385 Board member** Carl Jakobsson 284 365 Board member** 1 Göran Lundgren 475 398 Board member** Ann-Sofi Danielsson - 138 Board member** Therese Lundstedt 359 210 Total 2,135 2,173 * Member of the Remuneration Committee ** Member of the Audit Committee 1 Members of the Tender Committee Remuneration of and other benefits to senior executives, TSEK 2025 Base salary Variable remuneration and other benefits Pension cost CEO 3,788 695 1,136 Other members of Management Team (6 members)* 8,185 1,103 1,702 Total 11,973 1,798 2,838 Remuneration of and other benefits to senior executives, TSEK 2024 Base salary Variable remuneration and other benefits Pension cost CEO** 4,750 1,114 1,147 Other members of Management Team (6 members) 8,597 2,076 1,608 Total 13,347 3,190 2,755 * In November 2025, a new, smaller Management team was formed; prior to this, the Group Management team consisted of six members **Includes final salary for outgoing CEO Financial statements and notes Note 6, cont.
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Netel | Annual and Sustainability Report 2025 85 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 9 Tax on profit for the year Group Parent Company MSEK 2025 2024 2025 2024 Current tax Current tax on profit for the year -8 -14 0 0 Current tax, correction previous year 0 -1 0 0 Total -8 -15 0 0 Deferred tax Change in tax loss carryforward 0 0 X 0 Change in temporary differences 0 0 0 0 Untaxed reserves 9 -2 0 0 Total 9 -2 0 0 Total tax 1 -17 0 0 Group Parent Company Reconciliation of tax expense for the year 2025 2024 2025 2024 Earnings before tax -91 81 -10 1 Tax rate 20.6% 19 -17 2 0 Adjustment for foreign tax -3 2 0 0 Tax effect of: Non-taxable income 0 0 0 0 Non-deductible expenses -16 -1 -2 0 Adjustment for tax expenses, acquired companies 0 0 0 0 Previously unrecognised loss carryforwards -2 0 0 0 Other -1 2 0 0 Total -2 -14 0 0 Note 7 Financial income and expenses Group Parent Company MSEK 2025 2024 2025 2024 Financial income Interest income, other 3 5 0 58 Profit from sales of subsidiaries 0 0 0 - Remeasurement - interest rate hedge derivatives, fair value - - - - Exchange rate gains, net - 1 11 5 Total financial income 3 6 11 63 Financial expenses Interest expenses - interest-bearing liabilities -60 -65 -47 -55 - interest rate hedge derivatives, fair value 0 0 - - Exchange rate losses, net -2 - - - Other financial expenses -20 -18 -11 -4 Total financial expenses -81 -83 -58 -59 Net financial items -78 -77 -47 4 Note 8 Appropriations Parent Company MSEK 2025 2024 Tax allocation reserve 0 0 Group contributions -9 -5 Total -9 -5
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Netel | Annual and Sustainability Report 2025 86 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Impairment testing of goodwill and trademarks Goodwill and trademarks with indefinite useful lives are tested annually for impairment, or when there is an indication of impairment, in accordance with IAS 36. The testing is performed at the cash-generating unit level to which the assets have been allocated. The recoverable amount is determined by calculating value in use based on projected future cash flows. The calculations are based on five-year forecasts approved by the Board of Directors. The most significant assumptions relate to growth, EBITA margin, and other factors affecting cash flows. Cash flows beyond the forecast period are extrapolated using a long-term growth rate and an EBITA margin after the five-year peri- od corresponding to the values stated in the table for amounts allocated per cash-generating unit. The assumptions are based on historical performance, external market data, and management’s assess- ment of future market and business development. The forecasts are updated and monitored continuously. As of the balance sheet date, the recoverable amount exceeded the carrying amount by approximately 37% (115%). The sensitivity analysis, based on the current business plan, shows that the value in use could fall below the carrying amount in the event of a combined adverse change in several key assumptions, a so-called “perfect storm.” The recoverable amount would be approximately 4% below the carrying amount if the discount rate increased by one percentage point, the operating margin decreased by 10%, and the long- term growth rate decreased by one percentage point. Management assesses that, based on reasonable assumptions and the business plan underlying the calculations, as well as ongoing monitoring, there is no impairment need as of the balance sheet date. Climate-related risks have been considered in the assessments and are not deemed to have a material impact on the recoverable amount. Note 10 Earnings per share Group MSEK 2025 2024 Earnings attributable to ordinary shareholders Earnings for the year attributable to Parent Company’s shareholders -117 -47 Earnings per share before and after dilution, continuing operations (SEK) -1.86 1.31 Earnings per share before and after dilution including discontinuing operations (SEK) -2.42 -0.97 Number of shares Average number of shares before and after dilution 48,512 48,512 Note 11 Goodwill Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Opening cost 1,242 1,237 - - Acquisition of subsidiaries 0 0 - - Exchange rate differences for the year -16 4 - - Closing accumulated cost 1,225 1,242 - - Goodwill and brand specified by cash-generating units 2025 Goodwill Brands Growth Ebita% WACC Infraservices 282 37 2% 6,2% 10.4% Power 486 61 2% 6,9% 8.7% Telecom 457 81 2% 9,6% 9.6% 1,225 179 Goodwill and brand specified by cash-generating units 2024 Goodwill Brands Growth Ebita% WACC Infraservices 282 40 2% 8,0% 10.1% Power 444 59 2% 8,4% 8.9% Telecom 516 80 2% 7,0% 8.5% 1,242 179
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Netel | Annual and Sustainability Report 2025 87 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 12 Other intangible assets Capitalised development expenditure and similar Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Opening cost 40 31 - - Acquisitions for the year 7 14 - - Exchange rate differences for the year -3 0 - - Allocated to discontinuing operations 0 -5 Closing accumulated cost 45 40 - - Opening amortisation -17 -11 - - Amortisation for the year -9 -6 - - Amortisation for the year, discontinuing operations 0 -1 Exchange rate differences for the year 1 0 - - Allocated to discontinuing operations 0 1 Closing accumulated amortisation -25 -17 - - Net carrying amount 20 23 - - Brand, customer relationships and technology Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Opening cost 267 267 - - Acquisitions for the year - - - - Exchange rate differences for the year 0 0 - - Allocated to discontinuing operations - - Closing accumulated cost 267 267 - - Opening amortisation -87 -87 - - Amortisation for the year - - Exchange rate differences for the year 0 0 - - Allocated to discontinuing operations - - Closing accumulated amortisation -87 -87 - - Net carrying amount 179 179 - - Net carrying amount 179 179 - - The net carrying amount above includes the following intangible assets: Brand MSEK 179 (179), Customer relationships MSEK 0 (0), technology MSEK 0 (0). There is no foreseeable time limit for when the brand would not generate a positive cash flow for the Group, which is why no regular amortisation takes place. The Netel brand is impairment tested annually; refer also to accounting policies and Note 11. Note 13 Lands and buildings Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Opening cost 6 6 - - Purchases 0 0 - - Acquisitions 0 - - - Sales/disposals - - - - Reclassification - - - - Exchange rate differences for the year - - - - Allocated to discontinuing operations - - - - Closing accumulated cost 6 6 - - Opening depreciation -1 -1 - - Sales/disposals - - - - Acquisitions - - - - Reclassification - - - - Depreciation for the year 0 0 - - Exchange rate differences for the year - - - - Allocated to discontinuing operations - - - - Closing accumulated depreciation -1 -1 - - Net carrying amount 5 5 - -
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Netel | Annual and Sustainability Report 2025 88 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 14 Plant and machinery Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Opening cost 140 124 - - Purchases 12 28 - - Acquisitions 0 0 - - Sales/disposals -8 -14 - - Reclassification 0 2 - - Exchange rate differences for the year -2 2 - - Allocated to discontinued operations -23 -2 - - Closing accumulated cost 119 140 - - Opening depreciation -73 -65 - - Sales/disposals 4 9 - - Acquisitions 0 0 Reclassification 0 -2 - - Depreciation for the year -13 -15 - - Depreciation for the year, discontinued operations -1 0 Exchange rate differences for the year 1 -1 - - Allocated to discontinued operations 14 1 - - Closing accumulated depreciation -68 -73 - - Net carrying amount 51 67 - - Construction in progress - - - - Total 51 67 - - Note 15 Equipment, tools, fixtures and fittings Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Opening cost 31 46 - - Purchases 6 2 - - Acquisitions 0 0 Sales/disposals 0 -14 - - Reclassification 0 -2 - - Exchange rate differences for the year -1 0 - - Allocated to discontinued operations -3 0 - - Closing accumulated cost 34 31 - - Opening depreciation -25 -38 - - Sales/disposals 0 15 - - Acquisitions 0 0 - - Reclassification 0 2 - - Depreciation for the year -4 -4 - - Depreciation for the year, discontinued operations -1 0 Exchange rate differences for the year 1 0 - - Allocated to discontinued operations 3 0 - - Closing accumulated depreciation -26 -25 - - Net carrying amount 7 6 - -
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Netel | Annual and Sustainability Report 2025 89 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 16 Right-of-use assets MSEK 31 Dec 2025 31 Dec 2024 Accumulated cost Opening balance 218 201 New acquisitions 83 38 Divestments and disposals -14 -12 Exchange rate differences -9 -1 Allocated to discontinuing operations -6 -8 Closing balance 272 218 Accumulated depreciation Opening balance -135 -99 Depreciation for the year -59 -49 Depreciation for the year, discontinuing operations -1 -3 Divestments and disposals 49 11 Exchange rate differences 5 1 Allocated to discontinuing operations 4 3 Closing balance -137 -135 Carrying amount 134 83 Right-of-use assets refer to leased assets in accordance with IFRS 16, which comprise Buildings (rent of premises) of MSEK 54 (30), Vehicles MSEK 73 (48) and Other (tools/machinery) MSEK 7 (4). Depreciation for the year for right-of-use assets for Buildings was MSEK 18 (18), Vehicles MSEK 39 (30), and Other (tools/machinery) MSEK 2 (2). The Group has excluded short-term leases and low-value leases of MSEK 1 (1). The maturity structure for lease liabilities is presented in Note 25. Amounts recognised in profit or loss 2025 2024 Depreciation of right-of-use assets -60 -52 Interest expenses for lease liabilities -3 -3 Expenses attributable to short-term leases -1 -0 Expenses attributable to low-value leases -0 -0 Total -64 -55 Cash outflow for leases recognised under IFRS 16 -63 -55 Short-term leases relate to temporary rental of premises, work machines, containers and other. Low-value leases primarily refer to office machinery, vehicles, parking places and other items. On 31 December 2025, the Group did not have any obligations for short-term leases. Additional disclosures For the Netel Group, the majority of right-of-use assets and lease liabilities are related to leases of vehicles and premises. Assumptions on whether or not to exercise the option to extend existing leases have a major impact on the recognised right-of-use assets and lease liabilities. For existing lease contracts, Netel makes a qualified assessment as to whether it is reasonably certain that extensions will be used. As of the balance sheet date, an assessment of current leases did not entail any significant adjustment of the amount of the right-of-use assets. Netel takes the following factors into account as most important in assessing whether the leases will be extended: fees for terminating leases, significant remaining value of capitalised improvement costs of third-party properties, historical lease terms and costs and interruptions in the business required to replace the leased asset. The majority of the extension options are excluded in the lease liability because the Group believes that the assets can be replaced without significant costs or interruption to the business.
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Netel | Annual and Sustainability Report 2025 90 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 17 Participations in Group companies Parent Company MSEK 31 Dec 2025 31 Dec 2024 Opening cost 1,622 1,622 Acquisition of participations in Group companies 0 0 Mergers 0 0 Shareholders’ contributions - - 1,622 1,622 Company Corp. Reg. No. Registered office Number of shares Participa- tion Direct ownership Netel Group AB 556914-7548 Stockholm 12,517,894 100% Company Corp. Reg. No. Registered office Number of shares Participa- tion Indirect ownership Netel AB 556592-4056 Stockholm 100,000 100% Netel AS 983096514 Oslo 5,700,000 100% Nett-Tjenester AS 995627868 Fredrikstad 100 100% ICT Consulting AB 556961-0826 Stockholm 1,000 100% Medam AB 556646-7998 Nyköping 5,000 100% Netel GmbH HRB18381 Frankfurt (Oder) 25,000 100% C-E Morberg Anläggning & Energi AB 556784-4138 Strömsholm 1,000 100% Brogrund Mark AB 556700-6266 Örebro 1,000 100% Brogrund Entreprenad AB 556854-2301 Örebro 1,000 100% Oppunda Kraftkonsult AB 556525-2961 Katrineholm 1,000 100% Svensk Elkraftsentreprenad AB 559096-9712 Norrköping 1,000 100% JR Markteknik ABJR Markteknik AB 556906-3869 Stockholm 100 100% Täby Maskin & Uthyrning AB 556918-6231 Stockholm 100 100% Eltek Entreprenad Sverige AB 556841-3636 Smedjebacken 500 100% Eltek Kraft & Montage Sverige AB 559263-6681 Smedjebacken 250 100% Elcenter i Söderköping Aktiebolag 556373-2477 Söderköping 1,000 100% KMAB Karlskoga Mark AB 556882-2828 Karlskoga 50,000 100% Bredbyns Schakt AB 556203-0741 Örnsköldsvik 1,000 100% Elektrotjänst i Katrineholm AB 556209-6486 Katrineholm 5,000 100%
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Netel | Annual and Sustainability Report 2025 91 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 18 Other financial assets Group MSEK 31 Dec 2025 31 Dec 2024 Opening cost 15 13 Acquisitions for the year 15 2 Total 30 15 The Group’s other financial assets primarily comprise capital investments. Note 19 Accounts receivable Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Accounts receivable 482 509 0 0 Loss allowance IFRS 9 -4 -4 0 0 Total accounts receivable 478 505 0 0 Age analysis of accounts receivable before deduction for loss allowance Not Due 360 361 0 0 1-30 days past due 36 62 0 0 31-90 days past due 1 16 0 0 > 91 days past due 85 70 0 0 Total accounts receivable past due 482 509 0 0 Opening balance, provisions -4 -5 0 0 Change in loss allowance, accounts receivable 0 0 0 0 Closing balance, loss allowance for credit losses -4 -4 0 0 The average credit terms for accounts receivable are 30 days. A credit assessment takes place when an agreement is entered into with a previously unknown customer. Note 20 Contract assets Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Construction contracts 363 385 0 0 Provision, contract assets -1 -1 0 0 Total contract assets 362 384 0 0 Opening balance 384 447 0 0 Invoicing of opening receivables -264 -367 0 0 Generated revenue for the year that has not been invoiced 350 349 0 0 Impairment -85 - 0 0 Discontinued operations Invoicing of opening receivables -18 -21 Generated revenue for the year that has not been invoiced 14 17 Impairment -6 -23 Allocated to discontinued operations -14 0 Total 362 384 0 0 Current 362 384 0 0 Non-current - - 0 0 Total 362 384 0 0 Opening balance, provisions -1 -1 0 0 Change in loss allowance, contract assets 0 0 0 0 Closing balance, loss allowance for credit losses -1 -1 0 0 Amounts attributable to construction contracts arise in conjunction with projects that have been generated but not invoiced before the balance sheet date.During the year, projects (both started and not started) for which losses were expected, were recognised as an expense of MSEK 6.5 (0). All contract assets as of 31 December 2025 are expected to be settled in 2026.
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Netel | Annual and Sustainability Report 2025 92 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 21 Prepaid expenses and accrued income Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Prepaid rent 3 0 - - Accrued revenue, other 2 6 - - Other items 7 16 - - Total 11 22 - - Note 22 Disclosures on share capital and reserves Number of shares Quota value per share SEK 2025 Number/value at beginning of year 48,511,873 0.02 Number/value at year-end 48,511,873 0.02 2024 Number/value at beginning of year 48,511,873 0.02 Number/value at year-end 48,511,873 0.02 Reserves 31 Dec 2025 31 Dec 2024 Translation reserve Opening balance -13 -21 Translation differences for the year -8 8 Closing balance -21 -13 Translation reserve The translation reserve includes the exchange rate differences that arise on the translation of foreign operations whose financial statements are prepared in a different currency to the currency in which the consolidated financial statements are presented. Internal financing to foreign operations in foreign curren- cies is also seen as an extended net investment in these foreign operations and exchange rate effects from these positions are recognised in other comprehensive income together with other translation differences for foreign operations. Note 23 Deferred tax Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Deferred tax assets Loss carryforwards - 5 - - Unutilised interest deductions - - - - Loss allowance accounts receivable/contract assets 1 1 - - Deferred tax, right-of-use assets 1 1 - - Total 2 7 - - Deferred tax liabilities Untaxed reserves 20 29 - - Temporary differences, intangible assets 38 38 - - Other temporary differences - 3 - - Total 58 70 - -
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Netel | Annual and Sustainability Report 2025 93 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 24 Maturity structure for undiscounted liabilities to credit institutions, lease liabilities and other liabilities Group Parent Company TSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Liabilities to credit institutions and lease liabilities Repayment within one year Loans 89 0 - - Lease liabilities 52 41 - - Total within one year 141 41 - - Repayment within two to five years Loans 884 920 0 934 Lease liabilities 90 40 - - Total within two to five years 974 959 0 934 Repayment after five years Loans 0 0 - - Lease liabilities 1 1 - - Total after five years 1 1 - - Total liabilities to credit institutions and lease liabilities 1,116 1,002 0 934 Other liabilities Repayment within one year 4 8 - - Repayment within two to five years 0 0 - - Repayment after five years 0 0 - - Total 4 8 0 0 Total amortisation within one year 145 50 - - Total amortisation within two to five years 974 959 0 934 Total amortisation after five years 1 1 - - The Group has a main revolving facility of MSEK 950 that includes an overdraft facility of MSEK 226 distributed between cash pool accounts in Sweden (MSEK 180) and Norway (MSEK 46), with a term until 30 June 2027, as well as a credit facility of MSEK 250 with a term until 30 June 2027. In 2025, Netel renegotiated and extended the two main credit facilities as communicated on 30 December 2025. Financing and the two main credit facilities that extend until 30 June 2027 include primarily liquidity as a financial covenant at any given time. During the period with the new credit facilities and as per 31 December 2025, Netel had fulfilled its commitments in the aforementioned facility agreement and did not recognise any short-term facilities in relation to its main financing. In 2024, Netel replaced a bank loan in Swedish kronor (SEK) and signed a bank loan in Norwegian kronor (NOK) amounting to MNOK 200, corresponding to MSEK 199 at the time of borrowing. The loan is valued at the exchange rate on the balance sheet date. This loan was structured to secure the net investment in the Norwegian subsidiaries including the Parent Company’s lending to the companies amounting to an equivalent amount (MNOK 200) that was identified as an expanded net investment. Hedge accounting is applied, which is why gains or losses from currency translation of the loan are recognised in other com- prehensive income and accumulated in equity to the extent that the hedge is effective. Any ineffective portion of the hedging relationship is recognised in net financial items in the income statement. Accu- mulative gains or losses recognised in other comprehensive income are presented in a separate item of equity and reclassified from equity to profit or loss as a reclassification adjustment on divestment or part divestment of the foreign operation. The hedge ratio is 1:1 for the hedge and an economic relationship is deemed to exist since the underlying currency risk in the loan and net investment are well matched. The Group did not recognise any ineffectiveness during the period. Overdraft facilities Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Overdraft facilities granted 226 150 - - Of which utilised at balance sheet date 89 - - -
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Netel | Annual and Sustainability Report 2025 94 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Note 25 Contract liabilities Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Construction contracts 116 132 - - Opening balance 132 151 - - Generated during the year -132 -136 Invoiced revenue for the year that has not been generated 116 132 Discontinued operations Generated during the year - -14 Invoiced revenue for the year that has not been generated - 12 - - Allocated to discontinuing operations - -12 - - Total 116 132 - - Current 116 132 - - Non-current - - - - Total 116 132 - - Amounts attributable to construction contracts arise in connection with payment exceeding the accrued revenue reported for a construction agreement. Payment is made according to agreed plans. All contract liabilities as of 31 December 2025 are expected to be settled in 2026. Note 26 Accrued expenses Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Accrued salaries 74 70 3 2 Accrued social security contributions 17 22 1 1 Project-related reserves 15 18 - - Other accrued expenses 9 4 - 1 Total 116 114 4 5 Project-related reserves refer to estimated costs for construction projects, less costs that have de facto already been charged to the project in the form of time spent and supplier invoices, taking into account the degree of completion on the closing date. Note 27 Adjustments for non-cash items Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Depreciation 82 72 0 0 Provisions 1 1 1 1 Unrealised exchange rate effects 3 0 -11 -5 Revaluation of contingent considerations -2 -37 Other adjustments* -19 2 1 1 Total 65 38 -10 -3 *Other adjustments relate to other items, including financial costs beyond interest, which are presented separately. The year 2025 includes financial costs incurred in connection with entering into a new financing agreement. Note 28 Reconciliation of liabilities attributable to financing activities Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Opening balance liabilities to credit institutions 928 960 887 942 Repayment of loans -27 -57 -4 -53 Raising of new loans 97 15 - 0 Non-cash items Acquired liabilities and other liabilities 0 12 -1 Translation differences -11 -5 -11 -5 Dissolution loan arrangement costs 0 3 0 3 Closing balance liabilities to credit institutions 988 928 873 887 Opening balance, lease liabilities 78 96 - - Amortisation of lease liabilities -54 -46 - - Allocated to lease liabilities, discontinuing operations -3 -5 - - Non-cash items Raising of new lease liabilities 110 33 - - Closing balance, lease liabilities 132 78 - - Total liabilities from financing activities 1,119 1,006 873 887 Financial statements and notes
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Netel | Annual and Sustainability Report 2025 95 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 29 Pledged assets Group Parent Company MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Pledged assets in subsidiaries/shares in subsidiaries 662 - 1,622 - Floating charges 70 29 - - Pledged internal loans* 976 - 732 - Total 1,708 29 2,354 - *Pledged assets attributable to internal loan pledges refer to the total value of all pledged loans within the Group. Note 30 Contingent liabilities Group Parent Company** MSEK 31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024 Parent Company guarantees for work performed 83 95 - - Bank guarantees provided and other guarantees for work performed* ** 171 158 154 - Guarantees for Group companies 51 243 - - Total 305 496 154 - Of which, discontinued operations 42 89 *Pledged assets attributable to bank guarantees and other guarantees for work performed include all guarantees issued via third parties for the benefit of clients during the construction and guarantee period. **Contingent liabilities for the Parent Company relate to guarantees in existing guarantee frameworks in relation to third-party providers of perfor- mance bonds. Note 31 Related party transactions No significant changes took place during the year for the Group or the Parent Company in relationships or transactions with related parties. Note 32 Significant events after the end of the financial year Aksel Aas was appointed Head of Telecom Norway and Robert Carlsson to Head of Infraservices Sweden Note 33 Key performance indicators not defined under IFRS MSEK unless otherwise stated 2025 2024 Net sales growth (%) -9.3% 4.5% Organic net sales growth (%) -9.3% 4.3% EBITDA 71 222 EBITDA margin (%) 2.4% 6.9% EBITA -5 164 EBITA margin (%) -0.2% 5.1% Items affecting comparability 33 18 Adjusted EBITDA 103 240 Adjusted EBITDA margin (%) 3.5% 7.5% Adjusted EBITA 28 181 Adjusted EBITA margin (%) 1.0% 5.6% Net debt 786 662 Net debt/adjusted EBITDA R12 (ratio) 7.6 2.8 Equity ratio (%) 35.2% 36.9% Order backlog 4,157 3,805
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Netel | Annual and Sustainability Report 2025 96 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes MSEK unless otherwise stated 2025 2024 Organic net sales growth Net sales, previous period 3,214 3,076 Acquired net sales - 4 Organic net sales 2,915 3,210 Total net sales growth (%) -9.3% 4.5% Organic net sales growth (%) -9.3% 4.3% Adjusted EBITDA Net sales 2,915 3,214 Operating profit (EBIT) -13 157 Depreciation and amortisation and impairment of property, plant and equipment and intangible assets 84 65 EBITDA 71 222 EBITDA margin (%) 2.4% 6.9% Items affecting comparability Acquisition-related costs 10 -17 Restructuring costs 13 24 Other items affecting comparability 10 10 Total items affecting comparability 33 18 Adjusted EBITDA 103 240 MSEK unless otherwise stated 2025 2024 Adjusted EBITDA margin (%) 3.5% 7.5% Adjusted EBITA Net sales 2,915 3,214 Operating profit (EBIT) -13 157 Amortisation and impairment of intangible assets 9 6 EBITA -5 164 EBITA margin (%) -0.2% 5.1% Items affecting comparability Acquisition-related costs 10 -17 Restructuring costs 13 24 Other items affecting comparability 10 10 Total items affecting comparability 33 18 Adjusted EBITA 28 181 Adjusted EBITA margin (%) 1.0% 5.6% Net Debt/adjusted EBITDA (R12) Non-current interest-bearing liabilities 968 958 Current interest-bearing liabilities 154 49 Total interest-bearing liabilities 1,123 1,006 Lease liabilities 132 83 Cash and cash equivalents 205 261 Net debt 918 745 Net debt excluding leasing 786 662 Adjusted EBITDA, R12 103 240 Net debt exluding leasing/adjusted EBITDA R12 (Ratio) 7.6 2.8 Equity ratio Total equity (MSEK) 971 1,095 Total assets (MSEK) 2,755 2,968 Equity ratio (%) 35.2% 36.9% Note 34 Derivation of key performance indicators not defined by IFRS
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Netel | Annual and Sustainability Report 2025 97 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 35 Financial instruments and financial risk management Netel’s financial instruments measured at fair value mainly refer to contingent considerations and fund holdings. For other financial assets and liabilities, the carrying amounts are good approximations of the fair value. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The table below shows financial in- struments measured at fair value, based on the classification of the fair value hierarchy. The different levels are defined as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2 – Other observable input data for the asset or liability than quoted prices included in level 1, either direct (i.e. price quotes) or indirect (i.e. derived from price quotes). Level 3 – Input data for the asset or liability that are not based on observable market data (i.e. unobserv- able input data). Fund holdings The Group holds funds included in the item Financial non-current assets. Fund holdings are measured at fair value by use of quoted prices in active markets for identical assets and are thus found in level 1 of the valuation hierarchy. Contingent consideration For some of the Group’s business combinations, there are contingent considerations. The contingent considerations are dependent on the average EBITA for the business combinations over one to three years. The considerations will be settled in cash. The contingent considerations are included in the items Non-current non-interest-bearing liabilities in the amount of MSEK 0 (2). The contingent considerations are found in level 3 of the valuation hierarchy. Other holdings and liabilities measured at fair value The Group holds currency futures that are included in the item Current non-interest-bearing liabilities. These currency futures are measured at fair value through indirect calculations from underlying curren- cies, according to data received from the counterparty/bank, and thus are found in level 2 of the valuation hierarchy. MSEK 31 Dec 2025 31 Dec 2024 Fund holdings Opening balance 7 6 Business combinations - - Purchases 0 1 Sales - - Change in value recognised in profit or loss - - Translation differences - - Closing balance 7 7 MSEK 31 Dec 2025 31 Dec 2024 Contingent consideration Opening balance 2 162 Business combinations 0 0 Paid 0 -124 Change in value recognised in profit or loss -2 -37 Translation differences 0 1 Closing balance 0 2 MSEK 31 Dec 2025 31 Dec 2024 Other liabilities measured at fair value Opening balance 0 -1 Change in recognised liabilities 0 0 Change in value recognised in profit or loss 0 1 Translation differences - - Closing balance 0 0 The financial risks to which Netel is exposed primarily consist of: • – Financing and liquidity risk regarding capital management • – Interest risk for liabilities • – Currency risks related to foreign subsidiaries • – Credit risk Netel’s Board bears ultimate responsibility for the management, exposure and follow-up of the Group’s financial risks. The Board has adopted a policy on how the Group is to manage and control these risks. The finance policy is updated annually or as needed. The Board monitors and evaluates risks and the quality of the financial reporting through the Audit Committee. The Finance Department within the Group is responsible for ensuring the Group’s financing and management of cash liquidity, financial assets and financial liabilities. The Board monitors how the Finance Department exercises and monitors risk manage- ment and internal control using monthly reporting. Financing and liquidity risk Financing risk refers to the risk that Netel cannot raise sufficient financing at a reasonable cost. Financing risk is managed by Netel signing non-current credit agreements with banks with a high credit rating.
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Netel | Annual and Sustainability Report 2025 98 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Maturity analysis, financial liabilities Group 2025, MSEK Nominal amount Due 2026 Due 2027-2028 Due 2029-2030 Due >2031 Bank loans 1,075 147 910 18 0 Other non-current liabilities 4 4 - Liabilities for lease commitments 142 52 67 23 0 Total interest-bearing liabilities 1,221 203 977 40 0 Accounts payable 298 298 - - - Total non-interest-bearing liabilities 298 298 - - - Maturity analysis, financial liabilities Group 2024, MSEK Nominal amount Due 2025 Due 2026-2027 Due 2028-2029 Due >2030 Bank loans 1,047 70 945 22 11 Other non-current liabilities 8 8 - - - Liabilities for lease commitments 82 41 33 6 1 Total interest-bearing liabilities 1,137 119 978 28 12 Accounts payable 296 296 - - - Total non-interest-bearing liabilities 296 296 - - - Cash and cash equivalents – Liquidity risk Netel has cash and cash equivalents in banks with high credit ratings. The credit provision is calculated according to the general model with an assumption of low credit risk. Given the short maturity and stable counterparties, the amount is immaterial. Accordingly, liquidity risk refers to the risk that Netel will expe- rience difficulties in fulfilling its payment obligations as a result of insufficient liquidity. Netel continuously and in detail monitors expected inflows and outflows of cash and cash equivalents in the Group and pre- pares short and long-term liquidity forecasts every month. Available liquidity is presented below. Available liquidity Group, MSEK 31 Dec 2025 31 Dec 2024 Cash and bank balances 205 261 Unutilised overdraft facilities 137 302 Available liquidity 342 563 In connection with the Group’s new financing agreement announced on 30 December 2025, the available credit facilities were adjusted downward by approximately MSEK 80, affecting the comparison of available funds with prior periods. Maturities of current liabilities are managed using the current cash flow, which includes accounts receivable that at the end of the year amounted to MSEK 478 (505). Interest-rate risk Interest-rate risk is the risk that changes in the market interest rate will adversely affect the Group’s net interest and cash flow. Interest is regularly fixed on parts of the Group’s loans, which means that future financial expenses will be affected by changes in market interest rates. In order to reduce this risk, Netel may enter into derivative contracts such as interest rate swaps intended to counteract major fluctuations in the variable interest rate. Netel had no interest rate swaps on 31 December 2025. The average interest rate on outstanding interest-bearing liabilities on 31 December 2025 was as follows: Average interest rate 2025 2024 Group, MSEK Liability amount Average interest Liability amount Average interest Bank loans 988 5.7% 928 6.7% Other non-current liabilities 4 0.0% 8 0.0% Lease liabilities 132 2.5% 78 3.6% Total 1,123 1,015 A change in the market interest rate of 1 percentage point would mean a change in interest expenses of MSEK +/-10.1 (10.1). Currency risk Currency risk refers to the risk that fair values and cash flows relating to financial instruments fluctuate when the value of foreign currencies changes. Although Netel operates in Norway and Finland, the business is mainly of a local nature in terms of currency risks since revenue and expenses in the projects are both met in the same currency. The Group is also exposed to the risk of fluctuations in currency when translating foreign subsidiaries. Currency risk is currently not considered to have a material impact on Netel’s financial position. Note 35, cont.
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Netel | Annual and Sustainability Report 2025 99 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 35, cont. Credit risk Credit risk refers to the risk of losing money because the counterparty cannot fulfil its obligations. The counterparty risks Netel is primarily exposed to are attributable to balances in bank accounts and outstanding accounts receivable and contract assets. Credit risks in financial activities To limit the risk of exposure to bank balances, banks with a high credit rating according to the rating institutions Standard & Poors and Moody’s are used. Cash and cash equivalents are covered by the general model for calculating loss allowances. The exemption for low credit risk applies to cash and cash equiva- lents. Credit risks in accounts receivable The credit risk with regards to accounts receivable and contract assets is managed by diversifying the risk of the types of projects and entering into contracts with known, reliable customers. A large part of the customer stock is concentrated in a smaller number of larger customers, but the assessment is that the risk in concentration to fewer customers is offset by less risk in the customer’s ability to pay. The Group’s accounts receivable and contract assets are subject to the simplified model for impairment. The expected credit losses for accounts receivable and contract assets are calculated using a provision matrix based on past events, current conditions and forecasts for future financial conditions and the time value of the money, if applicable. The starting point in this method is that the maturity/age intervals create the basis for the risk assessment. For each maturity date interval, receivables are collectively valued and the older the receivable, the greater the probability of default, which is reflected in the calculation. A risk factor is added to the maturity which is done individually in groups of similar credit risk characteristics. These individual groups are made up of Netel’s customer types, geography, business area, etc. This risk factor is based not only on historical statistics, but also takes into account current conditions and expectations regarding future conditions. Contract assets consist of generated revenue in projects that have not been invoiced and are deemed to be in the same risk category as accounts receivable not past due. Expected credit losses amount to the following: Expected credit losses Group, MSEK 31 Dec 2025 31 Dec 2024 Accounts receivable -4 -5 Contract assets -1 -1 For more information, see Note 19 and Note 20. Measurement of financial assets and liabilities Interest derivatives are measured at fair value through profit and loss. Other financial assets and liabilities are measured at amortised cost. Group, measurement 31 Dec 2025 31 Dec 2024 Balance-sheet items, MSEK Amortised cost Fair value through profit or loss Amortised cost Fair value through profit or loss Assets Interest derivatives and currency futures (asset) - - - - Accounts receivable 478 - 505 - Other receivables 39 - 105 - Cash and cash equivalents 205 - 261 - Liabilities Interest derivatives and currency futures (liabilities) - 0 - 0 Liabilities to credit institutions non-current and current 1,119 - 1,006 - Other non-current liabilities 0 - 0 - Accounts payable 296 - 296 - Other current liabilities 51 - 163 - Accrued expenses and deferred income 127 - 117 - Gains and losses net on financial instrument measured through profit or loss. The table below shows the impact of financial instruments on the consolidated income statement. Group, measurement 31 Dec 2025 31 Dec 2024 Balance-sheet items, MSEK Amortised cost Fair value through profit or loss Amortised cost Fair value through profit or loss Net financial items Interest income 3 - 5 - Interest expenses -60 - -65 - Exchange rate differences - - 3 - Unrealised changes in value - 0 - 0 Total impact on net financial items -56 0 -57 0
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Netel | Annual and Sustainability Report 2025 100 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Note 36 Discontinued operations Operations in Finland and the UK were divested in 2025. The sale means that Netel can now focus its resources to the core markets in Sweden and Norway and the growth market of Germany. Operations in Finland Netel announced on 16 January 2025 that the Board of Directors had decided to initiate a process aimed at selling the Finnish operations, a decision for which management resolved to commence preparations during the fourth quarter of 2024. On 30 June 2025, Netel sold its Finnish operations to a group of private investors. The Finnish operations recognised negative net assets in the consolidated statement of financial position, and the purchase price amounted to EUR 1. The sale resulted in a gain of MSEK 8 recognised for the second quarter of 2025.Transaction costs related to the sale amounted to MSEK 9. Operations in the UK On 11 December 2025, Netel sold its operations in the UK to its local management. The operations, acquired in 2022, had demonstrated negative growth and losses in recent years. The purchase price amounted to GBP 1 and the sale resulted in a reported loss of MSEK 17 for the fourth quarter of 2025, but positive cash flow of approximately MSEK 2 after the repayment of loans. Transaction costs related to the sale amounted to MSEK 0. Amounts in MSEK 2025 2024 Net income from discontinued operations Net sales 145 311 Other operating income 6 17 Total revenue 151 328 Operating expenses Materials and purchased services -123 -304 Other external expenses -9 -62 Personnel costs -36 -56 Depreciation and amortisation -3 -8 Operating profit (EBIT) -19 -102 Profit/loss from financial items Net financial items -1 0 Earnings after financial items -20 -101 Taxes 1 -9 Net income from discontinued operations -19 -111 Amounts in MSEK 31 Dec 2025 31 Dec 2024 Assets held for sale Tangible and intangible assets - 9 Inventories - 3 Accounts receivable - 28 Contract assets - 17 Cash and cash equivalents - 4 Total assets held for sale - 62 Liabilities directly associated with assets held for sale Current interest-bearing liabilities - - Accounts payable - 16 Contract liabilities - 12 Other liabilities - 17 Accrued expenses and deferred income - 33 Total liabilities directly associated with assets held for sale - 78 Amounts in MSEK 2025 2024 Cash flow from discontinued operations Cash flow from operating activities -16 -57 Cash flow from investing activities -3 -2 Cash flow from financing activities 7 -7 Cash flow for the period, discontinued operations -12 -66
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Netel | Annual and Sustainability Report 2025 101 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Financial statements and notes Amounts in MSEK Divestment Finland Divestment UK Total Disclosures on divestments of subsidiaries Purchase consideration received Cash 0 0 0 Total sales price 0 0 0 Carrying amount of net assets sold -18 18 -0 Gain on sale of subsidiary before reclassification of foreign currency translation reserve 18 -18 0 Reclassification of currency translation reserve -10 1 -8 Other comprehensive income from discontinuing operations -10 1 -8 Net income discontinuing operations 7 -26 -19 Total net income discontinued operations, including gains/losses from sales 16 -43 -27 Transaction costs related to the sale of the operations in Finland amounted to MSEK 9 and are included in the Group’s other external expenses for the second quarter of 2025. Transaction costs related to the sale of the operations in the UK amounted to MSEK 0 and are included in the Group’s other external expenses for the fourth quarter of 2025. Amounts in MSEK Divestment Finland Divestment UK Total Net assets on date of sale Tangible and intangible assets 9 16 16 Current receivables 31 29 29 Cash and cash equivalents 2 0 0 Total assets 42 46 46 Current interest-bearing liabilities 14 8 8 Current non-interest-bearing liabilities 46 19 19 Total liabilities 61 28 28 Net assets -18 18 18
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Netel | Annual and Sustainability Report 2025 102 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Proposed appropriation of profits Proposed appropriation of profits TSEK The following profits are at the disposal of the Annual General Meeting: Share premium reserve 1,472,668 Retained earnings 78 Earnings for the year -10,365 Total 1,473,337 The Board of Directors proposes that retained earnings be appropriated as follows: To be carried forward 1,473,337 Total 1,437,337 For more information about the results and financial position of the Group and Parent Company, see the annual report. The income statements and balance sheets will be presented for approval by the Annual General Meeting on 7 May 2026. The Board of Directors and CEO certify that the consolidated accounts have been prepared in accor- dance with the International Financial Reporting Standards (IFRS), as adopted by the EU, and provide a true and fair view of the Group’s financial position and results. The annual accounts have been prepared in accordance with generally accepted accounting standards and provide a true and fair view of the Parent Company’s financial position and results. The Directors’ Report for the Group and Parent Company provides a true and fair overview of the devel- opment of the Group’s and Parent Company’s business, financial position and results and describes signif- icant risks and uncertainties faced by the Parent Company and the companies included in the Group. The Annual Report, including the Sustainability Statement, was approved by the Board and dated March 31, 2026. Stockholm, March 31, 2026 Alireza Etemad Board member Göran Lundgren Board member Nina Macpherson Board member Our Auditor’s Report and Assurance Report over the Sustainability Statement were submitted on March 31, 2026 Deloitte AB Jenny Holmgren Authorised Public Accountant Therese Lundstedt Board member Jeanette Reuterskiöld CEO
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Netel | Annual and Sustainability Report 2025 103 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Auditor’s report Report on the annual accounts and consolidated accounts OPINIONS We have audited the annual accounts and consolidated accounts of Netel Holding AB (publ) for the financial year 2025-01-01 - 2025-12-31 31 with exception for the sustainability report and the corporate governance statement on pages 27-33 and 39-67. The annual accounts and consoli- dated accounts of the company are included on pages 4, 9-12,14, 16-23 and 27-102 in this document. In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2025 and its financial performance and cash flow for the year then ended in accord- ance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 Decem- ber 2025 and their financial performance and cash flow for the year then ended in accordance with IFRS Accounting Standards, as adopted by the EU, and the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts. Our opinions do not include the sustainability report and the corporate governance statement on pages 27-33 and 39-67. We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent com- pany and the group. Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company’s audit committee in accordance with the Audit Regulation (537/2014) Article 11. BASIS FOR OPINIONS We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Swe- den. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional eth- ics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its par- ent company or its controlled companies within the EU. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. KEY AUDIT MATTERS Key audit matters of the audit are those matters that, in our profes- sional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These mat- ters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters. Ongoing construction contracts and revenue recognition Netel recognises revenue over time based on management’s assess- ment of the outcome of the completion rate for each contract. This means that the reported revenue and results recognised for ongoing projects are dependent on assumptions and judgements for items included in the projects. For complex ongoing construction contracts, there is an uncertainty when assessing the costs of completion and profitability. The precision of the revenue recognition requires good processes for calculation, reporting, analysing and forecasting. The significant amounts combined with the critical estimates and judge- ments made by management mean that this is a key audit matter. Our audit procedures included, but were not limited to: • Review of the company’s accounting principles for revenue recognition • Review of the company’s procedures and internal control related to project and revenue recognition • Review of a selection of the projects to ensure revenue recognition in the correct period and that there is robust documentation that reflects the estimates and judgements on which revenue recogni- tion is based • Analytical review of the recorded revenue and review of margin analyses and comparisons to previous reporting periods • Review of the completeness of the relevant notes in accordance with IFRS Valuation of goodwill As of December, 31 2025, Netel accounts for goodwill in the consolidated balance sheet amounting to MSEK 1 225. The value of the goodwill is dependent on future income and profitability in the cash-generating units, to which the goodwill refers, and is assessed at least once a year. Management bases its impairment test on several judgements and estimates such as growth, EBIT development and cost of capital (WACC) as well as other complex circumstances. Incorrect judgements and estimates can have a significant impact on the group’s results and finan- cial position. Management has not identified any need for impairment for any cash-generating unit within the group. For further informa- tion, please refer to note 11, which described how management has performed the impairment test together with important estimates and judgements. Our audit procedures included, but were not limited to: • • Review and assessment of the group’s procedures and model for impairment tests of goodwill and evaluation of the reasonability of judgements and estimates made, that the procedures are consist- ently applied and that there is integrity in calculations • • Evaluation of the reasonability of the of the identified cash generating units • • Verification of input data in calculations including information from business plans for the forecast period • • Test of head room for each cash-generating unit by performing sensitivity analyses • • Review of the completeness in relevant disclosures to the finan- cial reports. When performing the audit procedures our valuation experts have been involved. OTHER INFORMATION THAN THE ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS Other information than the annual accounts and consolidated accounts This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-3, 5-8, 13,15,18, 24-26, 39-67, 108-112. The Board of Directors and the Manag- ing Director are responsible for this other information. Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our audit of the annual accounts and consoli- dated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsist- ent with the annual accounts and consolidated accounts. In this pro- cedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other informa- AUDITOR’S REPORT To the general meeting of the shareholders of Netel Holding AB (publ) corporate identity number 559327-6263
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Netel | Annual and Sustainability Report 2025 104 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Auditor’s report tion, we are required to report that fact. We have nothing to report in this regard. RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accord- ance with IFRS Accounting Standards as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company’s and the group’s ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so. The Audit Committee shall, without prejudice to the Board of Direc- tor’s responsibilities and tasks in general, among other things oversee the company’s financial reporting process. AUDITOR’S RESPONSIBILITY Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conduct- ed in accordance with ISAs and generally accepted auditing stand- ards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts. A further description of our responsibilities for the audit of the annual accounts and consolidated accounts is located at the Swedish Inspectorate of Auditors website: www.revisorsinspektionen.se/revi- sornsansvar This description forms part of the auditor´s report” Report on other legal and regulatory requirements OPINIONS In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Di- rectors and the Managing Director of Netel Holding AB (publ) for the financial year 2025-01-01 - 2025-12-31 and the proposed appropriations of the company’s profit or loss. We recommend to the general meeting of shareholders that the profit to be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year. BASIS FOR OPINIONS We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR The Board of Directors is responsible for the proposal for appropria- tions of the company’s profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable consid- ering the requirements which the company’s and the group’s type of operations, size and risks place on the size of the parent company’s and the group’s equity, consolidation requirements, liquidity and position in general. The Board of Directors is responsible for the company’s organization and the administration of the company’s affairs. This includes among other things continuous assessment of the company’s and the group’s financial situation and ensuring that the company’s organization is designed so that the accounting, management of assets and the company’s financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing adminis- tration according to the Board of Directors’ guidelines and instructions and among other matters take measures that are necessary to fulfill the company’s accounting in accordance with law and handle the management of assets in a reassuring manner. AUDITOR’S RESPONSIBILITY Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any mem- ber of the Board of Directors or the Managing Director in any material respect: • • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or • • in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. Our objective concerning the audit of the proposed appropriations of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act. Reasonable assurance is a high level of assurance, but is not a guar- antee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act. A further description of our responsibilities for the audit of the management’s administration is located at the Swedish Inspectorate of Auditors website: www.revisorsinspektionen.se/rn/showdocument/ documents/rev_dok/revisors_ansvar.pdf. This description forms part of the auditor´s report. The auditor’s examination of the Esef report OPINION In addition to our audit of the annual accounts and consolidated accounts, we have also examined that the Board of Directors and the Managing Director have prepared the annual accounts and consoli- dated accounts in a format that enables uniform electronic reporting (the Esef report) pursuant to Chapter 16, Section 4 a of the Swedish Securities Market Act (2007:528) for Netel Holding AB (publ) for the financial year 2025-01-01 - 2025-12-31. Our examination and our opinion relate only to the statutory require- ments. In our opinion, the Esef report has been prepared in a format that, in all material respects, enables uniform electronic reporting.
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Netel | Annual and Sustainability Report 2025 105 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Auditor’s report BASIS FOR OPINION We have performed the examination in accordance with FAR’s rec- ommendation RevR 18 Examination of the Esef report. Our responsi- bility under this recommendation is described in more detail in the Auditors’ responsibility section. We are independent of Netel Holding AB (publ) in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR The Board of Directors and the Managing Director are responsible for the preparation of the Esef report in accordance with the Chapter 16, Section 4 a of the Swedish Securities Market Act (2007:528), and for such internal control that the Board of Directors and the Managing Director determine is necessary to prepare the Esef report without material misstatements, whether due to fraud or error. AUDITOR’S RESPONSIBILITY Our responsibility is to obtain reasonable assurance whether the Esef report is in all material respects prepared in a format that meets the requirements of Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), based on the procedures performed. RevR 18 requires us to plan and execute procedures to achieve reasonable assurance that the Esef report is prepared in a format that meets these requirements. Reasonable assurance is a high level of assurance, but it is not a guarantee that an engagement carried out according to RevR 18 and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggre- gate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Esef report. The firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. The examination involves obtaining evidence, through various procedures, that the Esef report has been prepared in a format that enables uniform electronic reporting of the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the report, whether due to fraud or error. In carrying out this risk assessment, and in order to design audit procedures that are appropriate in the circumstances, the auditor considers those elements of internal control that are relevant to the preparation of the Esef report by the Board of Directors and the Managing Director, but not for the purpose of expressing an opinion on the effectiveness of those internal controls. The examination also includes an evaluation of the appropriateness and reasonableness of assumptions made by the Board of Directors and the Managing Director. The procedures mainly include a validation that the Esef report has been prepared in a valid XHMTL format and a reconciliation of the Esef report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of wheth- er the consolidated statement of financial performance, financial position, changes in equity, cash flow and disclosures in the Esef report have been marked with iXBRL in accordance with what follows from the Esef regulation. The auditor’s examination of the corporate governance statement The Board of Directors is responsible for that the corporate govern- ance statement on pages 27-33 has been prepared in accordance with the Annual Accounts Act. Our examination of the corporate governance statement is con- ducted in accordance with FAR´s standard Rev 16 The auditor´s examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accord- ance with International Standards on Auditing and generally accept- ed auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions. A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act. Deloitte AB, was appointed auditor of Netel Holding AB (publ) by the general meeting of the shareholders on the 2025-05-08 and has been the company’s auditor since 2010. Deloitte AB Signature on Swedish original Jenny Holmgren Auktoriserad revisor This is a translation of the Swedish language original. In the event of any differences between this translation and the Swedish language original, the latter shall prevail
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Netel | Annual and Sustainability Report 2025 106 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Auditor’s report CONCLUSION We have conducted a limited assurance engagement of the sustain- ability statement for Netel Holding AB (publ) for the financial year 2025. The sustainability statement is included on pages 39-67 in this document. Based on our limited assurance engagement as described in the section Auditor’s responsibility, nothing has come to our attention that causes us to believe that the sustainability statement does not, in all material respects, meet the requirements of the Swedish Annual Accounts Act which includes, • whether the sustainability statement meets the requirements of European Sustainability Reporting Standards (ESRS), • whether the process the company has carried out to identify re- ported sustainability information has been conducted as described in the sustainability statement, • compliance with the reporting requirements of the EU’s Green Taxonomy Regulation Article 8 (EU Taxonomy). BASIS FOR CONCLUSION We have conducted the limited assurance engagement in accord- ance with FAR’s recommendation RevR 19 Revisorns översiktliga granskning av den lagstadgade hållbarhetsrapporten. Our responsi- bility according to this recommendation is further described in the section Auditor’s responsibility. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. OTHER INFORMATION THAN THE SUSTAINABILITY STATEMENT This document also contains other information than the sustainability statement and is found on pages 1–38, 68 – 102, 108 – 109. The Board of Directors and the Managing Director are responsible for this other information. Our conclusion on the sustainability statement does not cover this other information and we do not express any form of assurance conclu- sion regarding this other information. In connection with our limited assurance engagement on the sustain- ability statement, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the sustainability statement. In this procedure we also take into account our knowledge otherwise obtained in the limited assurance engagement and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this information, con- clude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. OTHER MATTERS Prior year’s sustainability statement has not been subject to limited assur- ance procedures and no review of the comparative figures in the sustaina- bility statement for the year 2025 (financial year) has been performed. RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR The Board of Directors and the Managing Director are responsible for the preparation of sustainability statement in accordance with Chap- ter 6, paragraphs 12-12f of the Swedish Annual Accounts Act, and for such internal control as they determines is necessary to enable the preparation of the sustainability statement that is free from material misstatements, whether due to fraud or error. AUDITOR’S RESPONSIBILITY Our responsibility is to express a conclusion on whether the sustain- ability statement has been prepared in accordance with Chapter 6, Sections 12–12f of the Swedish Annual Accounts Act based on our review. The limited assurance engagement has been conducted in accordance with FAR’s recommendation RevR 19 Revisorns översik- tliga granskning av den lagstadgade hållbarhetsrapporten. This rec- ommendation requires that we plan and perform our procedures to obtain limited assurance that the sustainability statement is prepared in accordance with these requirements. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assur- ance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the as- surance that would have been obtained had a reasonable assurance engagement been performed. This means that it is not possible for us to obtain such assurance that we become aware of all significant matters that could have been identified if a reasonable assurance engagement had been performed. Our firm applies ISQM 1 (International Standard on Quality Manage- ment), which requires the firm to design, implement and operate a system of quality management, including policies and procedures regarding compliance with ethical requirements, professional stand- ards, and applicable legal and regulatory requirements. We are independent of Netel Holding AB AB (publ) in accordance with professional ethics for auditors in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. A limited assurance engagement involves performing procedures to obtain evidence to support the sustainability statement. The auditor selects the procedures to be performed, including assessing the risks of material misstatements in the sustainability statement, whether due to fraud or error. In this risk assessment, the auditor considers the parts of the internal control that are relevant to how the Board of Directors and the Managing Director prepare the sustainability state- ment, in order to design procedures that are appropriate under the circumstances, but not for the purpose of providing a conclusion on the effectiveness of the entity’s internal control. The review consists of making inquiries, primarily of persons responsible for the preparation of the sustainability statement, performing analytical review, and con- ducting other limited review procedures. Our review procedures concerning the entity’s process for identify- ing sustainability information to be reported included, but were not limited to: • Obtain an understanding of the process by: • Performing inquiries to understand the sources of the i nformation used by management, and • Reviewing the entity’s internal documentation of its process • • Evaluate whether the evidence obtained from our procedures about the process implemented by the entity is consistent with the description of the process set out on page 45 in the sustaina- bility statement. The review procedures with respect to the sustainability statement included but were not limited to the following: • By inquiries obtain an understanding of the entity’s control envi- ronment, reporting processes, and information systems relevant to the preparation of its sustainability statement • Evaluate whether information identified to be material by the enti- ty´s the process for identifying sustainability information reported, is included in the sustainability statement • Evaluate whether the structure and the presentation of the sustainability statement is in accordance with the requirements in ESRS • Perform inquiries of relevant personnel and analytical procedures on selected disclosures in the sustainability statement • Perform substantive assurance procedures on a sample basis on selected disclosures in the sustainability statement • Perform inquiries and analytical procedures to evaluate whether Auditor’s limited assurance report of Netel Holding AB (publ)’s statutory sustainability statement To the general meeting of the shareholders of Netel Holding AB (publ), corporateidentity number 559327-6263
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Netel | Annual and Sustainability Report 2025 107 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Auditor’s report the methods, data and significant assumptions used to make esti- mates in the sustainability statement are appropriate and applied consistently The review procedures with respect to the EU Taxonomy included but were not limited to the following: • Obtain an understanding of the process to identify taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the sustainability statement • Evaluate whether the activities within the EU Taxonomy are consist- ent to the financial statements and related notes • Evaluate processes, documentation and assessment of eligibility and alignment with the economic activities and technical screening criteria within the EU Taxonomy • Evaluate whether the reporting is in accordance with the require- ments in EU Taxonomy INHERENT LIMITATIONS In reporting forward-looking information in accordance with ESRS, the Board of Directors and the Managing Director for Netel Holding AB AB (publ) are required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the entity. The actual outcome is likely to be different since anticipated events frequently do not occur as expected. Deloitte AB Signature on Swedish original Jenny Holmgren Authorized public accountant
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Netel | Annual and Sustainability Report 2025 108 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Definitions of alternative performance measures Definitions and grounds for using alternative performance measures Key performance indicators Definition Reason for use EBITA* Earnings before amortisation of intangible assets The measure is used to analyse the profitability generated by the underlying operations EBITA margin* EBITA as a percentage of net sales The measure is used to illustrate the underlying operations’ profitability EBITDA* Earnings before interest, taxes, depreciation and amortisation. The measure is used to analyse the profitability generated by the underlying operations EBITDA margin* EBITDA as a percentage of net sales The measure is used to illustrate the underlying operations’ profitability Adjusted EBITA* EBIT before amortisation of intangible assets, adjusted for items affecting comparability The measure is used to illustrate the underly - ing operations’ underlying profitability Adjusted EBITA margin* Adjusted EBITA as a percentage of net sales The measure is used to illustrate the underly - ing operations’ underlying profitability Adjusted EBITDA* Earnings before interest, taxes, depreciation and amortisation, adjusted for items affecting comparability The measure is used to illustrate the underlying operations’ underlying profitability Adjusted EBITDA margin* Adjusted EBITDA as a percentage of net sales The measure is used to illustrate the underlying operations’ underlying profitability Items affecting com- parability* Items affecting comparability are revenue and expenses of a non-recurring character such as capital gains from divestments, transaction costs in connection with M&As or capital raises, external costs in conjunction with IPO prepa- rations, larger integration costs for acquisitions or planned reconstructions, and expenses following strategic decisions and major recon- structions that result in a discontinuation of operations Items affecting comparability are used to high- light the income items that are not included in the operating activities to create a clear view of the underlying earnings trend Key performance indicators Definition Reason for use Cash flow from operating activities Cash flow attributable to the company’s main income-generating operations and operations other than investing activities and financing activities The measure is a performance measure de- fined by IFRS Net sales The total of sales proceeds from goods and services less discounts provided, VAT and other tax related to the sale The measure is a performance measure de- fined by IFRS Organic growth* Sales growth excluding material acquisitions in the last 12 months The measure shows the size of the company’s total growth that is organic growth Order backlog The remaining order value on the balance sheet date for contracted projects and estimat- ed future volumes from framework agreements Used to show contracted future net sales attrib- utable to projects Earnings before tax Profit for the period before tax The measure is a performance measure de- fined by IFRS Earnings per share (SEK) Earnings per share before and after dilution attributable to holders of ordinary shares in the Parent Company The measure (before and after dilution) is a performance measure defined by IFRS Net debt* Interest-bearing liabilities (current and non-current) less cash and cash equivalents The measure shows the size of the company’s total assets financed via financial liabilities, tak- ing into account cash and cash equivalents and is a component in assessing financial risk Equity ratio* Equity as a percentage of total assets The measure shows the share of the company’s total assets financed by the shareholders through equity * The KPI is an alternative performance measure according to ESMA’s guidelines
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Netel | Annual and Sustainability Report 2025 109 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Quarterly review Quarterly review Continuing operations Q4 2025 Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 Sales, MSEK Net sales 812 652 775 676 949 781 833 652 Net sales growth (%) -14% -16% -7% 4% 3% -1% 9% 8% Earnings, MSEK EBITDA -1 -23 58 36 72 59 59 32 EBITA -19 -41 39 16 60 43 43 17 EBIT (operating profit) -21 -43 37 14 58 41 42 16 Adjusted EBITDA 20 -17 58 42 71 70 64 34 Adjusted EBITA 2 -34 39 22 59 54 49 19 Margin EBITDA margin -0.1% -3.6% 7.5% 5.4% 7.5% 7.6% 7.0% 5.0% EBITA margin -2.3% -6.2% 5.0% 2.3% 6.3% 5.5% 5.2% 2.6% EBITA margin -2.6% -6.6% 4.7% 2.0% 6.1% 5.3% 5.0% 2.4% Adjusted EBITDA margin 2.4% -2.6% 7.5% 6.2% 7.5% 9.0% 7.7% 5.3% Adjusted EBITA margin 0.2% -5.3% 5.1% 3.2% 6.3% 6.9% 5.8% 3.0% Segments Net sales, MSEK Infraservices 170 134 157 144 238 221 223 163 Power 272 196 268 252 317 207 277 204 Telecom 369 322 351 279 393 353 333 285 Q4 2025 Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Q1 2024 EBITA, MSEK Infraservices -3 -23 6 4 14 14 17 9 Power 1 -20 8 7 37 9 20 10 Telecom -16 0 33 4 4 19 7 -4 Other Order backlog, MSEK 4,157 3,699 3,933 3,853 3,933 3,454 3,691 3,257 Net debt, MSEK 918 973 881 804 745 757 756 738 Net debt excl leasing/adjusted EBITDA R12 (ratio) 7.6 5.6 3.3 2.9 2.8 2.9 2.9 2.9 Average number of FTEs (R12) 785 784 772 764 752 749 749 753 Number of employees at the end of the period, converted to full-time employees 807 796 785 781 773 748 753 750
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Netel | Annual and Sustainability Report 2025 110 Operations + Governance + Sustainability Report + Financial statements + Financial statements and notes Proposed appropriation of profits Auditor’s report Definitions of alternative performance measures Quarterly review Multi-year review Other information + Multi-year review Multi-year review Continuing operations Multi-year summary for the Group MSEK unless otherwise stated 2025 2024 2023 2022 2021 Net sales 2,915 3,214 3,076 2,802 2,148 Earnings after financial items -91 79 106 176 97 Earnings after financial items, as a percentage of net sales -3.1% 2.4% 3.3% 6.2% 4.5% Total assets 2,755 2,968 3,146 3,119 2,133 Equity ratio 35.2% 36.9% 36.0% 35.4% 42.7% Multi-year summary for the Parent Company MSEK unless otherwise stated 2025 2024 2023 2022 2021 Net sales 27 27 27 20 10 Earnings after financial items -2 6 -18 4 -37 Total assets 2,412 2,420 2,469 2,440 1,876 Equity ratio 61% 61% 60% 60% 72% Multi-year summary for the Group 2025 2024 2023 2022 2021 Sales Net sales, MSEK 2,915 3,214 3,076 2,802 2,148 Net sales growth -9% 4% 10% 30% 39% Earnings, MSEK EBITDA 71 222 211 243 162 EBITA -5 164 148 185 121 EBIT (operating profit) -13 157 143 182 121 Adjusted EBITDA 103 240 219 264 162 Adjusted EBITA 28 181 155 206 121 Multi-year summary for the Group 2025 2024 2023 2022 2021 Margin EBITDA margin 2.4% 6.9% 6,9% 8,7% 7.5% EBITA margin -0.2% 5,1% 4,8% 6,6% 5,7% EBITA margin -0.5% 4.9% 4,7% 6,5% 5.6% Adjusted EBITDA margin 3.5% 7.5% 7,1% 9,4% 7,5% Adjusted EBITA margin 1.0% 5.6% 5.0% 7.3% 5,7% Segments Net sales, MSEK Infraservices 605 844 775 687 292 Power 989 1,005 1,002 671 535 Telecom 1,321 1,364 1,298 1,444 1,321 EBITA, MSEK Infraservices -17 54 68 61 12 Power -4 76 73 41 57 Telecom 21 26 31 86 98 Other Order backlog, MSEK 4,157 3,805 3,315 3,050 2,919 Net debt, MSEK 918 745 610 722 318 Net debt excl leasing/adjusted EBITDA R12 (ratio) 7.6 2,8 2.3 2.3 1.4 Average number of FTEs (R12) 785 752 746 695 529 Number of employees at the end of the period, converted to full-time employees 807 773 750 695 609
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Operations + Governance + Sustainability Report + Financial statements + Other information + Netel’s history Other information Netel | Annual and Sustainability Report 2025 111Netel’s history 25 years’ experience of critical infrastructures 2000 Netel is founded by Peab, one of the Nordic region’s largest construction companies. 2001 Netel is the first company to sign an agreement for expansion of the Swedish 3G mobile communications network. Netel subsequently laid the foundation for a relationship with one of the largest operators in the Nordic region, a relationship that remains stable today. 2002 Netel starts operating in Norway and builds a nationwide 2G network for mobile communications. 2006 Netel enters the Swedish fixed networks market. 2009 Netel expands rapidly during the first decade of 2000, establishing itself as a leading full-service specialist in services for fixed and mobile networks. The company becomes a strong name in the industry and a prominent critical infrastructure contractor. 2010 Peab restructures its business and Netel is divested to management. Netel enters the Norwegian fixed networks market. 2013 Netel acquires additional capital when Axcel, a Nordic private equity firm, acquires a major shareholding. Over the next three years, revenue triples to approximately SEK 1.4 billion. Most of the growth is organic. Netel also makes six acquisitions. 2015 Mobile and fixed networks operations are established in Finland through the acquisition of Telog. 2016 Netel initiates a new growth strategy and starts diversifying its business. The first step is the launch of power operations in Finland. IK Investment Partners acquires Netel to promote continued growth in the Nordic region and expansion in Northern Europe. 2017 Netel continues to develop its growth and diversification strategy to become less dependent on the telecom market. The company de- cides to continue to grow geographically in the power area, to enter the German market and to focus on service offerings and framework agreements. As a consequence of the new strategy, Netel starts its power opera- tions in Sweden and establishes itself in the Norwegian power market through the acquisition of Nett-Tjenester. 2018 Operations start in Germany and Netel signs its first German infra- structure contract. 2019 Netel signs contracts with another of Germany’s largest operators. 2021 Netel is listed on Nasdaq Stockholm Mid-Cap Index. A total of six acquisitions - two each in the power and telecom sec- tors, and two in the new area of district heating, water and sewage. 2022 Netel enters the attractive, rapidly growing UK fibre market through two acquisitions, and five acquisitions in Sweden in power, district heating, water and sewage. 2023 Netel signs significant agreements with, among others, the Swedish Defence Materiel Administration (FMV). Elektrotjänst i Katrineholm is acquired. 2024 New customers and expanded cooperation with existing customers. New organisation for increased synergies. 2025 25-year anniversary.
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Operations + Governance + Sustainability Report + Financial statements + Other information + Netel’s history Other information Netel | Annual and Sustainability Report 2025 112 2026 Annual General Meeting Netel’s 2026 Annual General Meeting will be held at 11:00 a.m. on Thursday, 7 May, at Tändstickspalatset, Västra Trädgårdsgatan 15, Stockholm, Sweden. Financial calendar 2026 24 April Interim report January – March 10 July Interim report January – June 21 October Interim report January – September 2027 5 February Interim and year-end report 2026 Financial information Netel’s financial statements and annual reports can be read and downloaded at netelgroup.com. Printed documents can be ordered by email info@netelgroup.com or by letter to Netel Group, Fågelviksvägen 9, 7 tr, SE-145 84 Stockholm, Sweden. Other information JEANETTE REUTERSKIÖLD, PRESIDENT AND CEO Mobile: +46 702 28 03 89 jeanette.reuterskiold@netel.se FREDRIK HELENIUS, CFO Mobile: +46 730 85 52 86 fredrik.helenius@netel.se IR Contact Other information