Annual report
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Annual Report 2025
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Contents Overview Significant events in 2025 ���������������������������������������������� 3 PowerCell in brief ������������������������������������������������������������ 4 Attractive customer segments ������������������������������������� 5 CEO’s statement �������������������������������������������������������������� 6 Our strategy ��������������������������������������������������������������������� 7 Innovation agenda – pushing boundaries, delivered with industrial discipline ����������������������������� 8 Our value chain –From electrochemistry to customer uptime �������������������������������������������������������� 9 Robust and reliable products – fit for commercial deployment �������������������������������� 10 People and sustainable performance ����������������������� 11 Business ethics �������������������������������������������������������������� 12 Organisations and industry participation ���������������� 12 PowerCell as a climate solution provider������������������ 13 Market A changing energy system driving demand for hydrogen-electric solutions ������������������ 15 Marine ����������������������������������������������������������������������������� 17 Aviation ��������������������������������������������������������������������������� 19 Power Generation ��������������������������������������������������������� 21 Off road and Rail ������������������������������������������������������������ 23 On-road �������������������������������������������������������������������������� 25 The share ����������������������������������������������������������������������� 27 Corporate governance ������������������������������������������������ 29 Auditor’s statement ������������������������������������������������������ 32 Board of directors ��������������������������������������������������������� 33 Executive management ����������������������������������������������� 34 Board of Directors’ Report ����������������������������������������� 35 Financial statements �������������������������������������������������� 37 Financial statements – Group ������������������������������������� 37 Notes to the consolidated statements ���������������������� 41 Financial statements – parent company ������������������ 53 Notes to the parent company statements ���������������� 56 Other information Auditor’s report ������������������������������������������������������������� 63 Shareholder information ��������������������������������������������� 65 2 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Significant events in 2025 Mar. Feb. We obtained AS9100D certification, a globally recognized aviation quality management standard, granted by LRQA� We received a groundbreaking first order for our M2Power 250 system from a leading Europeans shipyard� The M2Power 250 system converts methanol into clean electricity to support the vessel’s internal electri- cal systems� The order is valued SEK 150 million� June We expanded our strategic partnership with Robert Bosch GmbH (Bosch) to Accelerate fuel cell adoption in China� Our long-term collabo- ration deepens when Bosch acquired IP rights to adapt PowerCells’s S3 stack for the Chinese market� PowerCell’s Marine System 225 received Type Approval from Lloyd’s Register� This marked a significant milestone in maritime clean energy innovation� We received our first commercial order to supply hydrogen fuel cell systems for Hitachi Energy’s new Hyflex™ platform� Designed to replace diesel generators in areas without access to the power grid� Hyflex™ provides clean, quiet, and scalable electricity using hydrogen as fuel� We signed an agreement with a leading Italian marine OEM for devel- opment and delivery of a new high-power marine fuel cell system� It was our first commercial order for PowerCell’s next-generation stack platform� The order is valued SEK 44 million� Sep. We secured a contract to supply the fuel cell systems for two hydrogen- powered bulk carriers, the world’s first hydrogen-powered bulk carriers� The contract is valued at just over SEK 40 million, including 14 Marine System 225 units, scheduled for delivery in 2026-2027� We announced that we were to consolidate our management struc- ture, from October 1, as part of the company’s transition into its next phase of growth� Oct. We received an order worth SEK 4�3 m illion, from Zeppelin Power Systems, for the delivery of two Power Generation System 100 (PS100) units and related engineering services� The systems will be part of an EU-funded clean power project in Greece� Deliveries during 2026� We secured an order for M2Power 250 methanol-to-power system from a European shipyard� The system will be installed as part of a ret- rofit program on a large sailing yacht� Delivery planned for 2027� Nov. PowerCell launched the first products in our new Power Generation portfolio, a dedicated, industrialized product family designed to sup- port the growing need for reliable, zero-emission power in data centers, distributed energy, backup power and other mission-critical applications� Dec. We signed an agreement with a US-based data center provider to supply two PowerCell PS190 fuel cell power systems for field validation in a data-center application� The systems will be delivered on a 6–12-month lease, starting in Q1 2026, and will be integrated with PowerCell’s Distri buted Master Controller (DMC)� We signed our first order for PowerSystem 190� The order was received from Norwegian system integrator Enetech AS to be delivered during the first half of 2026� We secured a follow-up order from a leading European aerospace research institute� The order comprises four 100 kW fuel-cell systems engineered as modular units� Delivery is planned for the first half of 2026 and is valued SEK 12 million� Magnus Jonsson, current Chariman of the Board of PowerCell Group AB, announced that he declines re-election at the Annual General Meet- ing in 2026� 3 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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PowerCell in brief Vision To be a place where pioneering minds unite to bring bold and seemingly impossible ambitions to life. We drive the transition to zero-emission energy solutions through innovation, individual brilliance and collaboration. To make renewable energy accessible to everyone, everywhere. Mission Purpose About PowerCell Group PowerCell develops and produces fuel cell stacks and fuel cell systems with a uniquely high power density, for applications for customers in the Aviation, Marine, Power Generation, Off-road and On-road seg- ments� PowerCell’s products are powered by pure or reformed hydrogen and generate electricity and heat without any other emissions than water� Our technology combines high power with compact design, helping to increase energy efficiency and significantly reduce emis- sions in applications compared to fossil fuel use� We have an extensive IP portfolio dating back over 28 years of inno- vation since the industrial spin-out from the Volvo Group� PowerCell has 161 employees, headquarters in Gothenburg and operations in four countries� The vast majority of customers are based in Europe and North America� We are a signatory to the UN Global Compact and aim to reduce our Scope 1 and Scope 2 emissions intensity by 50 percent between 2023 and 2030� For further information on our sustainability initiatives and performance, see our Sustainability Report 2025� We are dedicated to supporting our customers as they transition to emission-free operations� A s a leader in hydrogen-electric solutions, we are helping to create a more sustainable, emission-free world� PowerCell is listed on Nasdaq Stockholm� PowerCell has operating subsid i aries in Norway, Sweden, Germany and the US� Distributors are located in Australia and Japan� 4 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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PowerCell serves five core customer segments; Aviation, Marine, Power Generation, Off-Road, and On-Road and prioritises them based on segment maturity and product fit, where hydrogen-electric fuel cell systems can deliver high output, scalable power, and compact integration with minimal operational disruption. Aviation Finding solutions to reduce carbon emissions in the aviation industry has been difficult to date� Hydrogen- electric solutions could be the key to zero-emission aviation, and PowerCell is a leader in this market segment� Marine The maritime industry is facing new challenges� I MO has set a target for the maritime industry to reach net- zero by or around 2050� Fuel cells in combination with low-carbon hydrogen can offer a low emission value chain while delivering similar performance as today’s conventional fuels� Power Generation Decarbonising power generation without sacrificing performance remains a challenge� Hy drogen fuel cells can provide zero local emissions, long runtimes and rapid refuelling� P owerCell’s modular solutions enable OEM integration and flexible, high-efficiency systems powered by pure or reformed hydrogen� Off-road and Rail Many companies are seeking viable ways to cut emis- sions in off-road and rail without compromising perfor- mance� Hy drogen-electric systems enable electrifica - tion with minimal impact on driving range or refuelling time� P owerCell’s compact, high-power solutions fit tight installations for commercial vehicles and trains� On-road The automotive industry can benefit from electrification with our fuel cells, offering refuelling times, driving characteristics, range and load capacity that are not significantly different from fossil fuel-powered vehicles� We are addressing this market segment through Robert Bosch GmbH, our licensing partner� Attractive customer segments Amounts in KSEK unless otherwise stated 2025 2024 2023 2022 2021 Net sales 384,958 334,278 310,287 244,691 159,757 Gross profit 174,168 116,171 124,012 113,023 49,034 Gross margin (%) 45�2 34�8 40�0 46�2 30� 7 EBITDA* 3�9 –30�9* –48� 7 –55�3 –65�8 Operating profit/loss before items affecting comparability –22,943 –83,743 –66,518 –75,019 –80,475 Operating income –22,943 –53,743 –72,575 –75,019 –81,731 Operating cash flow** –10,081 –37,109** –95,687 –120,506 –66,338 Equity/assets ratio (%) 64� 6 62�5 64�8 70�2 73� 6 Earnings per share (SEK) 0�3 4 –1�5 2 –1�5 7 –1�0 9 –1�5 0 Net sales Gross margin 2021 2022 2023 2024 2025 0 0 400,000 200,000 250,000 350,000 300,000 100,000 150,000 50,000 70 80 60 50 30 40 10 20 KSEK % Five-year summary * 2024 including items affecting comparability, SEK 30m� ** 2024 is affected by reclassification of blocked bank funds of SEK 18�5 m� 5 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Stronger execution and clear operational leverage 2025 was a year in which PowerCell continued its transition from technology development to industrial execution. In a world still characterized by uncertainty around how investment conditions and regulatory frameworks will evolve, we have focused on what we can control: delivery precision, industrialized ways of working, cost discipline, and more structured commercial processes. The result is a stronger platform with improved operational leverage. During the year, we progressively built evidence of our ability to deliver industrially, even in complex marine project environments� Net sales for the full year increased by 15 percent to SEK 385 million (334�3 ), while the gross margin improved to 45 �2 p ercent (34�8 ), reflect- ing a more favorable combination of volume and product mix� Operat- ing profit improved significantly compared to the previous year, to SEK –22�9 m illion from SEK –53 �7 m illion, driven by a more industrial- ized product portfolio, improved project execution, and continued cost discipline� Operating cash flow strengthened to SEK –10�1 m illion (–37�1 ), driven by deliveries according to plan and active working capital management� A t year-end, available cash amounted to SEK 129 million, providing financial stability and flexibility going into 2026� The most important point is not a single figure, but that the overall development shows a clear direction� We see that increasing volumes can be managed without the cost base growing at the same pace� This is a clear indication that the industrial model we have built is working in practice and is scalable� Marine, from order to commissioning Development within Marine remained strong during 2025� W e have both delivered and taken important steps in commissioning and inte- gration in customer installations, providing clear evidence that we can deliver industrially even in complex marine project environments� During the year, we reached several important milestones� We en- tered series production and completed final deliveries to our first major OEM customer according to plan� At the same time, we broad- ened our offering, with two OEM orders for our M2Power 250 solution as well as a first step into the bulk segment� It is in the commissioning phase that many technologies face their greatest challenges� M oving from order to a fully functioning installa- tion in operation requires not only robust technology, but also struc- ture, discipline, and experience in execution� During the year, we have successfully navigated several of these steps, thereby strengthening our position for upcoming projects� At the same time, we have continued to strengthen the product platform and the industrial structure around it, improving our ability to manage both series deliveries and integration, with increased standardization and more predictable delivery capacity� Power Generation, from launch to initial commercialization During 2025, we took important steps within Power Generation, launching the first products in our new product portfolio while also securing the first customer orders� This marks the transition from development to initial commercialization within the segment� The launch is based on an industrialized platform where we com- bine fuel cell production from Robert Bosch GmbH with our own sys- tem integration capabilities and control architecture� T he portfolio is designed for applications with high requirements on availability and robustness, such as data centers, distributed energy, and backup power� At the same time, we see increasing demand for energy resilience and reliable power in applications where grid capacity is constrained or where downtime is not acceptable� This is driving demand for solu- tions that can provide stable, local, and zero-emission electricity� The initial orders confirm that the offering meets concrete needs in prioritized segments and represent an important step in establishing Power Generation as a second commercial pillar� Throughout the year, we have progressively demonstrated our capability to deliver at industrial scale in complex marine project settings. At the same time, we have built an industrial model that enables scaling with limited capital intensity� By combining our own system integration with external, scalable production, we have created the conditions to grow with control in a market that is still evolving� Continuous improvements and industrial stability During the year, we have continued to work methodically with contin- uous improvements� E xperience from field operations, integration, and testing has been translated into updated design choices, improved control strategies, and more defined service concepts� In parallel, we have further developed our processes for quality, validation, and industrial delivery� This work should be seen in the context of the significant transfor- mation PowerCell has undergone in recent years, from a grant-funded and research-oriented organization to an industrial and commercial company with series production, international customer projects, and certified products� Certifications according to international standards, including type approvals from classification societies and quality management sys- tems such as AS9100, ensure that development, production, and deliv- ery take place within controlled processes subject to external verifica- tion� T hese are established industry standards in safety-critical sectors such as aerospace and advanced industrial applications� Against this background, it is important to underline that the media scrutiny we faced in early 2026 does not reflect the quality that charac- terizes our systems, our validation, or the work underway towards delivery, integration, and operation in customer applications� In our industry, trust is built in the details — in delivery, in operation, and in how deviations are handled� 2025 has further strengthened our ability to deliver reliably and scale in a controlled manner, and we are confident that PowerCell’s systems meet the requirements defined in the agreements we have entered into with our customers� Position entering 2026 The energy transition moves in waves, and 2026 is expected to show a more varied development than 2025� Demand, regulatory pressure, and customer awareness are increasing across several segments, while continued geopolitical uncertainty, tighter capital markets, and a more cautious investment environment are having a significant im- pact� This results in a wide range of possible outcomes for 2026� Overall, PowerCell enters 2026 with strengthened industrial capac- ity, a broader and more competitive product portfolio in Marine and Power Generation, and a solid financial position� This provides a strong foundation to manage risks and capture opportunities in a changing market� I would like to thank our highly motivated and dedicated employ- ees, our customers, and our partners for their trust and collaboration during the year� Richard Berkling, CEO, PowerCell Group 6 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Superior value proposition with a holistic system design and best-in-class performance • A complete services and hardware offering� • World-leading performance in demanding applications� • Strong IP portfolio covering components, stacks, systems and manufacturing methods built over almost three decades of innovation� Well-positioned to capture and leverage more market-driven growth • Growing, diversified order book with an increasing share of OEM and series business� • Demonstrated ability to increase net sales and improve operating results while markets remain volatile� • Clear roadmap towards profitability while continuing to invest in industrialisation, new product platforms, next generation stacks and leading capabilities� Collaborative culture bolstered by extensive expertise and applied knowledge • Diverse organisation made up of people of different ages, genders, nationalities and areas of expertise� • Mix of brave innovators and thoughtful engineers� • Capable leaders and employees who are willing to accept the challenge of breaking new ground� Proven track record of customer installations and blue-chip partnerships • Commercial installations in real-w orld operation across marine, aviation, off-r oad and stationary power� • Long-t erm partnerships and engagements with compa - nies such as Bosch, Hitachi Energy, ZeroAvia� • Strong participation in programmes like Clean Hydrogen and Clean Aviation� Solid and well-invested foundation in place to drive our strategy for growth • Industry-leading performance with a well-funded techni- cal platform prepared for next-generation releases� • Robust, scalable and flexible infrastructure supporting current and future innovations� • Committed owners and strong management� Strong, scalable production setup • In-house industrial production capabilities and series production through partnership with Bosch� • Scalable production with ability to increase capacity with limited investment� OEM-driven sales Focus on engagements with global OEMs that have strong potential for volume orders and series production� Industrial innovation Creating value for our customers – with capital efficiency� Scalability in everything we do Outstanding resource efficiency thanks to a scalable production setup� To become the hydrogen-electric industry’s leading enabler of the net-zero future� To achieve profitable growth with our current technology portfolio and existing industrial footprint� To make the energy transition faster, safer, simpler and more profitable for our customers� Objectives Our strategy Our strengths Strategic framework OEMs often set high technical and perfor- mance standards, prompting us to continu- ally improve our capabilities� I ntegrating our solutions directly into OEM product lines en- courages long-term collaboration, customer loyalty, and supports future volume orders� Through industrialised innovation – combin- ing a high-quality, standardised technology platform with sophisticated customisation capabilities – we deliver the best of both worlds: tailored solutions at the cost of stand- ardised components, and all with capital effi- ciency in mind� Our production setup, combining in-house system assembly with external fuel cell stack production, will allow us to grow with our cus- tomers at a low break-even point, supporting an offering with a competitive total cost of ownership for our customers� Our strategy for growth is simple: to increase the number of installations and the value per installation. We adapt to changing market conditions, responding to emerging opportu- nities and risks while remaining committed to enabling a net-zero future. By focusing on applications where direct electrification or batteries are complex, expensive or impracti- cal, we serve a wide range of industries through a standardised technology platform, maintaining an optimal balance of adaptability and efficiency every step of the way. 7 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Innovation agenda – pushing boundaries, delivered with industrial discipline Early innovation – fundamental insight with practical intent We work close to leading universities and research centres to deepen understanding of key mechanisms in materials and interfaces, and translate that knowledge into engineering choices. Focus areas include catalyst optimisation, materials and interface behaviour, and materials substitutions aligned with evolving regulatory and customer require- ments, while maintaining efficiency and durability under real duty cycles. Product innovation – strengthen today’s platform and build the next Most development is focused on product innovation: improving what ships, while developing next-generation products for demanding, high-utilisation applications. Our platform follows a structured, lay- ered development model: the stack evolves over multi-year industrial cycles of approximately five to seven years; the system architecture advances through annual product releases plus two quality-and-per- formance releases per year; and software and controls are updated continuously through our controlled Product Lifecycle Management (PLM) process. Priorities include higher efficiency, lifetime, power density and inte- gration readiness, alongside manufacturability and serviceability. The Distributed Master Controller (DMC) exemplifies this approach: a super- visory control layer that coordinates multiple fuel cell systems within a vessel’s power architecture, providing a defined interface to the Power Management System and simplifying integration for shipyards. PowerCell is built on pioneering innovation, but we judge innovation by its ability to create solutions that customers can deploy, scale and trust in operation. Industrialised innovation is embedded across our development work and underpins high standards for quality, reliability, verification and repeatability. This approach ensures that innovation supports our strategic priorities while meeting customer requirements, advancing readiness for regulated markets and enabling commercial scalability. In parallel, we expand the performance envelope through next-gen- eration stack and system products for heavy-duty and mission-critical applications, and integrated solutions such as methanol-to-power units, designed to meet the same standards of quality, reliability and repeatable delivery. This development work has generated approxi- mately 30 patent applications in recent years, covering stack architec- ture, control strategies and manufacturing processes, each subject to independent technical examination for novelty and merit. From innovation to customer value Technology only creates value when it is applied, and we treat innova- tion accordingly: as a disciplined pipeline from insight to industrialised products, not a series of isolated breakthroughs. We build on the expe- rience of the engineers, partners and customers who operate and qualify current platforms, incorporating lessons from field data, test- ing and customer feedback into each successive product release. We convert that learning into verified design updates and next-generation products. To us, innovation is not magic, it is mastery, applied with courage. By combining frontier engineering with rigorous verification, standardisation and scalable execution, we turn innovation into tangi- ble customer value: higher performance, predictable operation, lower risk and solutions that can be deployed with confidence over their full operating life. Fundamental insight Practical intent derived from deep science Rigorous verification for scalable repeatability Operational Learning & Feedback Strengthening current platforms while building the next Predictable performance over full time operating life Industrial discipline Applied engineering Customer value 8 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Our value chain – From electrochemistry to customer uptime PowerCell creates value by industrialising fuel cell technology into reliable, zero-emission power solutions for demanding applications. We design high-power-density fuel cell stack platforms where efficiency, durability and lifetime performance define our compe- titiveness. Electrochemistry • Materials • IP Technology and platform leadership We integrate stacks into complete, application-specific fuel cell systems tailored for high- utili s ation, mission-critical applications. Systems, integration and delivery We scale technology through automotive-grade processes, strategic sourcing, manufactur- ing partnerships and supply- chain collaboration. Industrialisation and supply ecosystem We support customers across commissioning and operation through structured service offer- ings that maximise uptime and optimise total cost of ownership. Lifecycle services and optimisation We enable zero-emission power where reliability, range and utili- sation matter, in applications where electrification alone is not sufficient. Customer outcomes and system impact Sustainability embedded across the value chain • Lifecycle efficiency and durability reduce total emissions • Responsible sourcing and supplier standards • Design for longevity, serviceability and circularity Operational learning, field data and customer feedback drive continuous improvement Aviation Stationary powerOff-road & RailMarine PowerCell operates within the global energy transition, where electri- fication, hydrogen infrastructure and advanced manufacturing are reshaping industrial energy use. Our value chain is embedded in a broader ecosystem of specialised material suppliers, industrial part- ners, infrastructure development and customers with a need to decar- bonise. Technology scale-up depends on access to advanced materi- als, precision components and a maturing hydrogen infrastructure. Close collaboration with suppliers and partners is therefore essential to achieve the durability, quality and cost levels required for demand- ing applications. Our supply chain and customer base are internationally distributed. Spend with suppliers is weighted towards Europe (87 % Europe, 9 % Asia, 4 % North America), while 2025 sales were mainly generated in European markets, reflecting regional demand, infrastructure condi- tions, and decarbonisation policies. Suppliers are subject to our Supplier Code of Conduct anchored in the UN Guiding Principles on Business and Human Rights, with expec- tations for environmental performance, human rights and ethical business practices. We apply risk-based assessments and ongoing dialogue to promote transparency and responsible sourcing across procurement. We design products for durability, ease of service and material effi- ciency to extend working life and support future refurbishment and recycling pathways, strengthening resource efficiency and reducing lifecycle environmental impact as deployment scales. Repeatability • Cost-down • Supply-chain partners Engineering • Validation • Application fit Uptime • Efficiency • Performance intelligence Decarbonisation • Predictability • Resilience 9 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Robust and reliable products – fit for commercial deployment Built for regulated, mission-critical environments We sell to segments with stringent technical requirements and formal certification regimes. Meeting industry expectations is a key enabler for integration into customer platforms and for repeatable delivery across projects and geographies. Safety is embedded in our product development and delivery pro- cesses. For each application, we perform structured risk assessments and work with customers, integrators and suppliers to support safe system design, installation and operation. In marine applications, this includes compliance with independent verification frameworks de- fined by classification societies such as DNV and Lloyd’s Register. This discipline is particularly important for hydrogen applications, where robust procedures and correct handling underpin both safety and long-term performance. Certified management systems and quality assurance Our management systems are certified to ISO 9001 and ISO 14001. In 2025, we completed certification to AS9100D (covering design, testing, qualification, manufacturing and maintenance of stack cells, propul- sion and auxiliary systems for hydrogen powertrains in aerospace). AS9100D, widely used in aviation and defence, builds on ISO 9001 with additional requirements for reliability, compliance and risk manage- ment, providing independent verification that our processes meet stringent criteria for safety-critical applications. The AS9100 framework has also shaped our broader operational governance. Over the past two years, we have strengthened our indus- trial operations framework across quality and configuration manage- ment, product lifecycle management, supplier quality, production verification and cross-functional governance, supported by a daily decision-empowered forum that ensures issues are identified, owned and resolved rapidly PowerCell maintains high standards of compliance and transpar- ency in product and service information. During 2025, PowerCell did not receive any notices, fines or penalties related to non-compliance with regulations governing the health and safety impacts of products and services, or product information, labelling and marketing com- munications. Independent approvals and commercial validation Together with Bosch, whose industrial manufacturing capability and quality systems are central to stack production, our S3 stack has been validated over 18 000 000 km and 500 000 hours of use. Our reliability and safety performance is supported by third-party approvals and by customer deployments in demanding environments. In marine applications, PowerCell has obtained type approval for the Marine System 225 from Lloyd’s Register, confirming compliance with applicable safety, design and performance requirements for the approved configurations. In stationary power, we strengthened our offering for mission-critical operations and resilient power supply. We also advanced industrial partnerships in which PowerCell systems moved from demonstration projects to commercial orders, providing further evidence of product and process maturity. Industrialised delivery and customer support Reliability is not only a design outcome; it depends on industrialised delivery and support. PowerCell works to standardise system delivery through modular platforms, controlled production processes, struc- tured verification and customer readiness activities such as factory acceptance testing (FAT), where applicable. Production quality is reinforced through certified work instructions, error-prevention metho d olo g ies and peer verification steps. Systems are designed for serviceability, with modular components, defined service intervals and structured maintenance programmes that minimise operational disruption. We support customers and integrators with application guidance, training and documentation as part of responsible deployment. The PowerCell’s fuel cell systems are developed for demanding, high-utilisation applications where safety, availability and predictable performance are critical. Product safety and quality are central to our business model: they reduce execution risk for customers, support long-term partnerships and enable scaling in regulated industries. objective is to reduce start-up risk and to help ensure that systems perform safely and reliably throughout their operating life. Taken together, design discipline, certified processes, third-party approvals and commercial deployments show that PowerCell’s prod- ucts are being industrialised and are used in commercial, safety-critical and high-performance applications. Continued investment in product reliability, industrialisation and service capability remains a priority as we scale. AS 9100 Together with Bosch, our S3 stack has been validated over 18 000 000 accumulated kilometres and 500 000 hours of use. CERTIFIED ISO 9001 ISO 14001 Quality and environmental management systems 10 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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People and sustainable performance It takes zero skill and talent to look for problems. We can learn from how children approach new things; with joy and curiosity, and we can train our minds to look for the positive first. Anyone can find faults and problems. Fortunately, everyone can find the good stuff too. Spend more time looking for good examples, opportunities and possibilities and less time looking for mistakes, problems and errors. These are im- portant too, but rarely more important. Ask, “How can I contribute? Processes can create a foundation for brilliant people to be just that – brilliant. Processes do not create value – people do. We use process to secure supporting structures. We also use our judgement, collaboration and experience. We put our trust in people. We do things differently here. PowerCell is about “us and we” and we are all in this together. It’s all about getting things done, finding solutions and taking responsibility. Accountability and responsibility is about integ- rity and honesty. Focus on what you/we can do to create value and do not blame others or take credit for other’s ideas. Do, however, add to ideas, chal- lenge and disagree with good intentions and con- sideration and communicate openly and directly. And be kind - always! Always try your best and try to improve, a little every day. Be ambitious, brilliant, friendly and colla- borative. Use your time wisely. Take some time now and then to think about how you can improve what we do and how we do it. Always be accountable for your actions and we all have a mandate to do the right thing! Competence and leadership We build capability through structured performance and development dialogues and skills planning, ensuring teams develop the competen- cies needed for future priorities. We also provide role-relevant training, including leadership and safety-related training, to support consistent execution as the company scales. Health and safety Safety is non-negotiable across the whole company. We apply system- atic health and safety management in line with Swedish work environ- ment requirements, including safety training, incident reporting, regular safety rounds and structured follow-up of corrective and pre- ventive actions. Lost Time Accident performance is monitored, and incidents are reviewed to reduce recurrence. Wellbeing and work-life balance Managers are responsible for monitoring workload and addressing stress risks in employee dialogues. We follow sickness absence trends and provide access to health support, wellness allowance and regular medical examinations. In 2025, sickness absence was 3.1 %(2.2). Fairness, inclusion and speaking up We aim to attract and retain talent through fair pay and benefits, and we conduct annual reviews to identify and address unjustified pay differences. We value diversity and equal opportunity; our workforce represents around 30 nationalities, and we do not accept discrimina- tion or harassment. Employees can raise concerns through manage- ment, HR, or an anonymous whistleblower channel. PowerCell’s ability to deliver industrial-grade fuel cell solutions depends on skilled, motivated employees and a culture that supports execution, learning and accountability. Our culture is anchored in four guiding principles Do your best and care; Search for the positives; People over processes and Kindness is a superpower which are used to support collaboration and decision-making in daily work. Do your Best and Care Search for the Positives People over Processes Kindness is a SuperPower! 11 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Business ethics Business ethics and compliance PowerCell’s long-term value creation depends on trust among cus- tomers, partners, employees and regulators. We conduct business with a Code of Conduct that applies to employees and the Board and is included in onboarding for new employees. The Board has overall responsibility for governance within sustain- ability-related areas, including key policies and follow-up, while exec- utive management is responsible for implementation and follow-up across the organisation. We apply zero tolerance for corruption, bribery, fraud and money laundering across our operations and value chain. Our policies provide guidance on gifts and hospitality and interactions related to public procurement, and we do not make contributions to political parties or politicians. PowerCell is committed to respecting and promoting internationally recognised human rights throughout our operations. As a signatory to the UN Global Compact, we integrate its principles into our work and operate in accordance with the OECD Guidelines for Multinational Enterprises on Corporate Responsibility. Organisations and industry participation PowerCell participates in selected industry organisations relevant to hydrogen and fuel cell technologies. These engagements support alignment with evolving requirements for safety, standardisation and deployment in markets where regulatory approval and third-party verification are prerequisites for commercial use. CATALYSING CL EAN ENER GY SOLUTIONS FOR AL L would like new - ble), - ble), and replace: - ble); of Sibelga on 10 In the hydrogen ecosystem, PowerCell engages with organisations such as the European Clean Hydrogen Alliance, Hydrogen Europe, Hydrogen Sweden and the Fuel Cell and Hydrogen Energy Association (FCHEA) in the United States. Through these forums, we follow market and regulatory developments and contribute technical expertise. In aviation and maritime, PowerCell participates in initiatives in- cluding Clean Aviation and ZESTAs, which bring together industry, authorities and research actors to address technology pathways, safety expectations and adoption of zero-emission solutions in regu- lated environments. PowerCell also takes part in technical collabora- tion through the Mission Innovation Hydrogen Fuel Cell Off-Road Equipment and Vehicles Working Group, contributing to dialogue on fuel cell systems and powertrains for demanding applications. We are also engaged with organizations in reviewing and developing fuel cell standards for our targeted customer segments. PowerCell is also a member of the Exponential Roadmap Initiative, a collaborative climate initiative which brings together some of the world’s most progressive companies to drive exponential action to halve emissions by 2030. Participation in industry organisations is reviewed to ensure rele- vance to PowerCell’s strategy and focus on regulated, safety-critical segments. Our engagement is focused on technical and industry colla- boration. We maintain an independent whistleblower channel that enables stakeholders to report suspected violations of our Code of Conduct and other serious misconduct. Critical concerns can be escalated through regular governance structures, including the Board and the Audit Committee, or through the whistleblower service. Business ethics and compliance are integrated into the Group’s risk management and follow-up processes, including within established business planning. Since its establishment, PowerCell has not incurred fines or losses related to corruption or fraud and has not been subject to legal action related to anti-competitive behaviour. Hydrogen Europe 12 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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PowerCell as a climate solution provider Accelerating the transition to fossil free, low-emission energy systems The world’s energy and transport systems are under pressure to decar- bonise fast. Electricity from renewables is replacing fossil fuels in many areas, but there are sectors where batteries and direct electrifi- cation are not enough, for example shipping, aviation and mission critical power generation. This is the space where PowerCell brings its strongest value. PowerCell develops and delivers hydrogen fuel cell stacks and sys- tems that replace or complement fossil-fuelled combustion engines and turbines. Our solutions use hydrogen to generate electricity and heat with water vapour as the only biproduct. When combined with low carbon hydrogen, they can cut greenhouse gas emissions substan- tially while maintaining high performance and reliability in demanding environments. Our prioritised segments all target applications where customers face clear regulatory pressure and need credible alternatives to diesel, marine gas oil and kerosene. By enabling our customers to move away from fossil fuels in these hard to abate segments, PowerCell contributes directly to the transition to fossil free, low-emission energy systems. Looking beyond the exhaust pipe – a lifecycle perspective Zero emissions at the point of use are an important advantage of fuel cells, but they do not tell the full climate story. To understand the true environmental performance of our products, PowerCell evaluates climate impact across the full life cycle, from raw materials and manu- facturing through operation, maintenance and end of life. In 2024–2025, RISE Research Institutes of Sweden conducted a life cycle assessment (LCA) of PowerCell’s Marine System 225 kW (MS225) in realistic marine applications. The study assessed a 10 MW fuel cell system based on MS225 modules and compared it with conventional marine gas oil (MGO) engines sized for the same duty. Two vessel cases were analysed: auxiliary power on a cruise ship, and combined propul- sion and auxiliary power on a bulk carrier. The central question was straightforward: how much climate im- pact can be avoided by replacing MGO engines with fuel cell systems, and how does the answer depend on how hydrogen is produced? Up to ~80% lower lifecycle climate impact with green hydrogen The LCA was performed in accordance with ISO 14040/44 standards and independently reviewed. Results are scenario-based and indica- tive; actual emissions will vary depending on vessel design, operating profile and fuel supply. The MGO comparison is based on a generic engine model, and performance may differ for specific engine configu- rations. Within these assumptions, the results are clear: • When MS225 systems operate on green hydrogen produced using renewable electricity, total lifecycle climate impact per delivered kWh can be around 80% lower than that of MGO-fuelled engines in both vessel cases analysed. • This corresponds to an avoided emission of approximately 0.6–0.7 k g CO₂-equivalent per kWh compared with the MGO reference. When scaled over the operating lifetimes used in the study, the impact becomes substantial: • For the modelled 10 MW auxiliary power system on a cruise ship, replacing MGO generators with MS225 systems running on green hydrogen could avoid around 0.7 million tonnes of CO₂-equivalents over 30 years. • In the bulk carrier case, covering propulsion and auxiliary power, the corresponding reduction is around 0.45 million tonnes of CO₂-equivalents over the assessed lifetime. The study also shows that blue hydrogen (with carbon capture and storage) can reduce lifecycle climate impact by roughly 50% compared with MGO, while grey hydrogen results in a climate impact broadly comparable to the MGO reference. The conclusion is unambiguous: when supplied with low-carbon hydrogen, PowerCell’s fuel cell systems can deliver very large lifecycle emission reductions in marine applications. Where the climate impact arises – and how it can be reduced The life cycle assessment confirms that fuel production and use domi- nate the lifecycle climate impact of both fuel cell systems and combus- tion engines. For fuel cell systems, hydrogen production is by far the largest contributor, while for combustion engines the main driver is fuel combustion and upstream fuel supply. In comparison, raw materi- als, manufacturing, maintenance and end of life account for a relatively small share of total climate impact. Powered by renewable hydrogen, MS225 can cut lifecycle emissions by up to 80% vs. MGO combustion engines. 13 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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This concentration of impact provides a clear basis for prioritisation. The LCA points to three levers for reducing lifecycle emissions, with different roles over time: Decarbonising hydrogen supply The climate performance of fuel cell systems is fundamentally linked to how hydrogen is produced. Expanding access to green and other low-carbon hydrogen therefore represents the single most important lever for maximising the climate benefit of PowerCell’s technology. Achieving this requires continued collaboration with customers, energy companies and policymakers to scale production, infrastruc- ture and market availability of low-carbon hydrogen. • Improving system efficiency Higher system efficiency directly reduces hydrogen consumption per delivered kWh and therefore lowers lifecycle emissions as well as operating costs. The study indicates that increasing average fuel cell efficiency from 45% to 50% reduces climate impact per kWh by around 10%, while an increase to 60% can reduce impact by approxi- mately 25%, assuming the same hydrogen supply. Continued im- provements in stack and system efficiency are therefore among the most effective and capital-efficient levers available in the near to medium term. • Optimising materials and circularity Within the MS225 system itself, the largest embedded environmen- tal impact is associated with metals in the cabinet and the fuel cell stack. Beyond the fuel cell system, tanks and batteries also contrib- ute. However, the LCA shows that more than 95% of total lifecycle climate impact is driven by fuel, with materials and manufacturing representing a comparatively small share. As a result, the most effective near-term climate strategy is rapid deployment of fuel cell systems to replace fossil-fuels, supported by low-carbon hydrogen supply. In combination, these priorities reflect a deliberate focus on maxim- ising real-world emission reductions through scale and efficiency today, while systematically lowering embedded impacts over time. Increasing recycled content, reducing material intensity and devel- oping efficient end-of-life and recycling solutions therefore consti- tute important long-term priorities, where progress must be balanced against system cost, performance and scalability. As production vol- umes increase and supply chains mature, these measures provide a pathway to further reduce embedded emissions while maintaining competitiveness and supporting broader market adoption. Scaling our impact across segments Although the MS225 LCA focuses on marine applications, the under- lying physics and design principles are the same across our portfolio: • In Marine, MS225 and future platforms can replace or complement MGO engines on ferries, cruise ships, offshore vessels and short sea cargo ships, delivering deep emissions reductions where few alter- natives exist. • In Aviation, hydrogen electric propulsion based on our stacks offers a pathway to significantly lower lifecycle emissions for short and regional range aircraft, complementing sustainable aviation fuels. • In Power Generation, fuel cell systems can replace diesel gensets in data centres, microgrids and other critical infrastructure, providing zero emission, high availability power. By focusing on these hard to abate sectors, PowerCell positions itself where hydrogen electric solutions have the greatest potential to cut life- cycle emissions and enable our customers to meet their climate targets. Our commitment Being a climate solution provider is not a label; it is a direction for how we design products, prioritise R&D and work with partners. We will continue to: • develop high efficiency fuel cell platforms for various applications. • use lifecycle assessments to understand and reduce the environ- mental footprint of our products. • work with customers and partners to accelerate and simplify access to low carbon hydrogen. • support the scaling of zero emission solutions that replace fossil based systems in marine, aviation and power generation. Through this, PowerCell aims to play a meaningful role in accelerating the transition to fossil free, emission free energy systems. For further information about about how we work with sustainability, see our separate Sustainability Report 2025. 14 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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A changing energy system driving demand for hydrogen-electric solutions Global electricity consumption is expected to rise by around 100 per- cent between today and 2060. While renewable energy capacity is ex- panding rapidly, grid development is lagging, increasing the need for reliable, flexible and emission-free power solutions that complement variable generation. At the same time, the transition to a low-carbon energy system requires more than electrification alone. Net-zero scenarios show that advanced technologies, including low-carbon hydrogen and carbon capture, are essential to decarbonise sectors that cannot be fully elec- trified and to deliver the final 20–30 percent of emissions reductions needed in net-zero pathways. Hydrogen provides a viable zero-carbon fuel for industries such as shipping, aviation and steelmaking, and supports the development of a deeply decarbonised and resilient energy system. This dual shift; rising electricity demand and the growing need for low-carbon fuels, is reshaping global energy markets and driving inte r est in hydrogen-electric solutions across hard-to-electrify appli - cations. Hydrogen is moving from vision to regulation backed reality Global hydrogen demand reached nearly 100 million tonnes in 2024, while low-emissions hydrogen accounted for about 1 percent of total production. In the European Union, regulatory frameworks including RED III, ReFuelEU Aviation and FuelEU Maritime are expected to create regulatory-driven demand for approximately 2.8 million tonnes of renewable fuels of non-biological origin (RFNBOs) by 2030. In 2025, around 571 MW of water electrolysis capacity was opera- tional in Europe, with a further 2.84 GW under construction, leaving deployment well below the EU’s 6 GW target for 2024. Current assess- ments indicate that domestic production combined with binding import arrangements could meet only around 60 percent of projected regulatory demand by 2030. This imbalance points to a persistent structural supply gap and underlines the continued importance of regulatory support mechanisms to stimulate both investment and offtake. Outside Europe, hydrogen markets are developing along different trajectories. In the United States, recent legislative revisions to federal hydrogen support schemes have reduced or delayed elements of pre- viously announced incentives, and several Regional Clean Hydrogen Hub initiatives have been scaled back or placed under review. Never- theless, the United States remains a strategically important long-term market, particularly for hydrogen produced from natural gas with carbon capture and storage (CCS). Abundant gas resources, established energy infrastructure and favourable geological storage conditions support the competitiveness of CCS-enabled hydrogen in industrial regions such as the Gulf Coast and the Midwest. China remains the world’s largest producer and consumer of hydro- gen and continues to expand deployment across transport, industrial processes and integrated energy systems. Government strategies emphasise large-scale electrolyser manufacturing, renewable-based hydrogen production and the development of hydrogen industrial parks that integrate generation, distribution and end-use. China’s manufacturing scale and pace of deployment are expected to remain key factors influencing global cost development across the hydrogen value chain. Global energy systems continue to undergo significant transformation. Electrification of transport, industry and buildings, combined with digitalisation and population growth, is driving a sustained increase in electricity demand. Scarcity-driven market formation The emerging supply imbalance in Europe, together with differing but related developments in other major markets, is shaping how low-emissions hydrogen is allocated rather than limiting its relevance. In an environment of constrained supply and strong regulatory signals, hydrogen is expected to be prioritised for applications with few viable alternatives for deep decarbonisation. These include maritime propul- sion and auxiliary power, aviation systems, heavy-duty and off-road vehicles, energy-intensive industrial processes, and dispatchable power generation. As hydrogen is channelled toward these high-value segments, effi- ciency becomes a decisive factor. Technologies that maximise the usable energy derived from each unit of hydrogen gain structural im- portance, particularly where availability, cost and regulatory compli- ance are critical constraints. Fuel-cell systems offer high conversion efficiency compared with combustion-based solutions, supporting their adoption in applications where performance, reliability and emissions requirements converge. This market dynamic aligns closely with PowerCell’s strategic focus on hard-to-electrify segments. By addressing applications where hydrogen efficiency, operational flexibility and zero local emissions are essential, PowerCell is positioned to benefit from a market shaped not by volume growth alone, but by increasing emphasis on value per molecule. 15 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Global cumulative commited (FID+) investment in clean hydrogen projects by 2030, $ billion Electrolyser installed capacity GW Commited (FID+) investment by region, $ billion 2020 10 2021 20 2022 30 2023 45 2024 75 2025 110 2021 2022 2023 2024 2025 0.6 0.7 1.4 2.0 4.9 33 +6 23 +6 19 +12 14 +6 11 +2 6 — 4 +1 China 33 Renewable production Low-carbon production End-use Change vs. 2024 Distribution/ infrastucture2 North America Europe India Middle East Japan, Korea Row Source: IEA Global Hydrogen Review Source: Hydrogen Council Global Hydrogen Compass 2025Source: Hydrogen Council Global Hydrogen Compass 2025 Investment activity in hydrogen production and infrastructure Despite regional differences in policy design and implementation, global investment in hydrogen production and enabling infrastructure continues to build momentum. More than 500 low-emissions hydrogen projects worldwide have reached final investment decision to date, and cumulative committed investment reached approximately USD 110 billion by 2025. Announced project pipelines indicate the potential for up to 37 mil- lion tonnes per year of low-emissions hydrogen production capacity by 2030. As the market matures, capital allocation is becoming in- creasingly selective, with investment concentrating in regions and applications supported by stable policy frameworks, access to infra- structure and bankable offtake arrangements. This selectivity is shap- ing a more disciplined market environment, prioritising projects with clear pathways to execution. Electrolyser manufacturing capacity is expanding rapidly. Global announced manufacturing capacity for 2030 exceeds 180 GW per year, reflecting strong industrial commitment to hydrogen technologies. While manufacturing capacity currently outpaces near-term deploy- ment, this dynamic is intensifying competition, accelerating standard- isation and supporting longer-term cost reductions across the value chain. In the United States, although federal priorities and support mech- anisms have evolved, CCS-enabled hydrogen projects continue to advance in several regions. Established energy infrastructure, favour- able geological storage conditions and state-level initiatives support the development of hydrogen production clusters, particularly in the Gulf Coast and Midwest. China is pursuing a parallel strategy through the development of large-scale hydrogen industrial parks that inte- grate renewable power generation, hydrogen production and industrial end-use. In Europe, investment activity is increasingly focused on ena- bling infrastructure, including hydrogen pipeline networks, port-based import and bunkering facilities, and regional hydrogen hubs designed to align supply with emerging demand in transport, industry and energy systems. Hydrogen in hard-to-electrify applications International energy outlooks consistently indicate that hydrogen will play an important role in applications where direct electrification faces technical, operational or economic constraints. These include maritime propulsion and auxiliary power, hydrogen-electric aviation concepts, heavy-duty and off-road machinery, selected industrial processes, and stationary power applications requiring high reliability or fast response. Early hydrogen deployment is increasingly centred around integrated systems such as ports, industrial sites, transport corridors and mission- critical power environments. In these settings, hydrogen is valued not as a bulk energy substitute, but as an enabler of decarbonisation where alternatives are limited and performance requirements are high. Across these segments, fuel-cell systems are being evaluated and deployed where high power density, operational flexibility and zero local emissions are decisive. As hydrogen availability remains con- strained and regulated, efficiency at the system level becomes a key differentiator. Technologies that maximise the useful output from each unit of hydrogen are therefore gaining structural relevance, sup- porting the role of fuel cells in applications where reliability, emissions performance and operational control are critical. Market outlook The global hydrogen market is characterised by regulatory commit- ment, sustained demand signals that exceed early-stage supply, evolving policy structures and targeted investment in production and infrastructure. The supply gap evident in Europe, alongside develop- ments in the United States and China, reflects both the scale of ex- pected hydrogen demand and the early stage of industrial build-out. For hydrogen-electric technologies, including fuel-cell systems, this environment supports long-term growth driven by efficiency require- ments, regulatory drivers and the specific needs of hard-to-electrify applications. PowerCell operates in the segments expected to be among the earliest and most resilient adopters of low-emissions hydrogen. With an industrialised technology platform, established OEM partnerships and a growing number of commercial installations, the company is well positioned to address emerging requirements as hydrogen adop- tion progresses across multiple regions. 16 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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A market entering commercial deployment Marine The maritime sector is entering a decisive phase of the energy transition. Global regulation, rapidly advancing technology and shifting customer expectations are driving demand for zero-emission propulsion across short-sea, coastal and offshore operations. In 2023, the International Maritime Organization adopted the IMO Net- Zero Strategy, introducing binding targets to cut total GHG emissions by at least 20 percent by 2030, 70 percent by 2040, and reach net-zero around 2050. In Europe, progress is even more tangible. FuelEU Mari- time entered into force in 2025, setting binding greenhouse-gas inten- sity limits for the energy used onboard ships calling at EU ports. These limits tighten significantly through 2030 and 2035, favouring low- and zero-carbon fuels while sharply increasing the cost of fossil-based operations. At the same time, maritime transport has formally entered the EU Emissions Trading System (EU ETS). From 2024 onward, shipowners must purchase allowances for their CO₂ emissions on voyages within the EU, and partially for voyages to and from the EU. The cost exposure increases stepwise until full phase-in in 2027, reinforcing the economic case for switching from combustion-based propulsion to low-emission alternatives. Against this backdrop, PowerCell strengthened its position during 2025 as a leading provider of marine-certified fuel cell systems. The maritime market is transitioning from pilots to commercial deployment, and PowerCell is now engaged in a broad range of applications, includ- ing cruise vessels, passenger ferries, coastal cargo ships and luxury yachts. Customer programmes span concept development, class ap- proval, integration engineering and full-scale system deliveries. Seve- ral vessels equipped with PowerCell systems have progressed into in- stallation and commissioning phases, with additional fleet rollouts planned across Europe and the US. Commercial momentum across priority segments Early adoption of hydrogen-electric propulsion is strongest in predict- able-route segments where bunkering logistics, energy requirements and operational profiles align well with hydrogen. Ferries, offshore vessels and short-sea cargo operations are among the segments iden- tified by DNV, Lloyd’s Register and the Nordic Fuel Transition Roadmap as the most suitable for early transition. PowerCell’s growing presence in these areas reflects this market pattern. Hydrogen-electric systems continue to demonstrate high opera- tional reliability. The world’s first liquid-hydrogen ferry, Hydra, has achieved 98 percent uptime across its first 80 bunkering operations, validating the safety and serviceability of hydrogen maritime supply chains. Similar systems are being prepared for installation on newbuild and retrofit vessels, and the market is shifting toward multi-megawatt configurations for larger ships. PowerCell’s customer portfolio includes several major cruise and ferry operators, shipyards and integrators preparing for fleet-level adoption. The company also supports feasibility studies and early- stage design work for shipowners evaluating zero-emission propulsion and hybrid configurations combining hydrogen, batteries and methanol- to-hydrogen reforming. Technology platform and product development PowerCell’s marine offering is built on the industrialised Marine System 225 platform, designed for modular integration and scalable installa- tion up to multi-megawatt levels. These systems provide high efficien c y, fast dynamic response and low noise, key requirements for commercial operations. MS225 has been type approved by Lloyds Register. Hydrogen-electric systems continue to demonstrate high operational reliability. 17 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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During the year, PowerCell advanced work on hydrogen-electric auxiliary power and methanol-to-hydrogen solutions. The DNV Ap- proval in Principle for the Methanol-to-Power concept supports ship- owners seeking to reduce emissions while maintaining operational range and flexibility. Parallel development efforts focus on increasing power density, improving integration with onboard energy-storage systems and enhancing lifecycle serviceability for commercial fleets. PowerCell’s role in the EU-funded H2Marine project, focused on developing one of the world’s most powerful marine PEM stacks– advanced during the year, allowing us to validate performance im- provements and build the foundations for future megawatt-class configurations. Fuel cells offer efficiency advantages over combustion-based solutions, with well-to-propeller energy conversion typically 10–20 percent higher than internal combustion engines. This translates into lower hydrogen consumption and competitive operational economics on a lifecycle basis. Customer programmes and partnerships PowerCell’s customer base continued to expand during 2025. Deliveries to major cruise and ferry operators progressed as planned, including multi-megawatt systems for vessels operating in the Nordic region. The company is involved in retrofit and newbuild programmes across Specifically designed for marine applications PowerCell’s marine systems are based on industrialised components that can be easily connected to meet the power supply needs of many different customers. Launched in 2024, Marine System 225 is capable of offering up to several megawatts of power thanks to its modularity. Marine System 225 Marine System 225 is a powerful yet compact and ad- vanced marine power generation system Type Approved by Lloyd’s Register, that builds on the successes of Marine System 200. Designed with our extensively validated fuel cell stack platform, Marine System 225 represents a sig- nificant upgrade for maritime applications and can be connected in parallel for megawatt solutions. Marine System 225 offers high system efficiency and delivers M2Power 250 A revolutionary solution for maritime power generation, offering unparalleled efficiency, reliability and ease of integration. With a focus on safety, performance, and sus- tainability, the generator sets a new standard for marine electrification, paving the way for a greener future. This innovative system combines methanol reforming with fuel cell technology, simplifying decarbonisation by gen- quiet, emission-free energy, making it well suited for sensitive marine environments. Utilising the proven tech- nology of its predecessor, the Marine System 225 offers increased power and improved operational efficiency while maintaining an industry-leading installation foot- print. This makes it an ideal solution for a wide range of marine vessels and allows for easier installation and servicing. erating clean hydrogen on demand for seamless integra- tion into your vessel. It delivers 250 kW of efficient, relia- ble and clean electric power for marine applications. This complete solution is designed to replace traditional marine diesel gensets, offering a fully integrated experi- ence for a smooth transition to net zero. Europe, and supports integrators and shipyards with engineering, digital integration tools and lifecycle service capabilities. PowerCell also collaborates with technology partners across the maritime value chain, including tank and fuel-system suppliers, naval architects, integrators and classification societies. These partnerships are essential to accelerating the commercial deployment of hydrogen- electric solutions and ensuring that vessel designs meet evolving safety and regulatory requirements. Regulatory drivers and market positioning Fuel EU Maritime, the ETS system and The IMO Net-Zero Strategy is re- shaping fuel economics for maritime transport. From 2030, IMO’s goal is that zero- or near-zero-emission fuels account for 5–10 percent of total energy used by international shipping, increasing rapidly there- after. Carbon pricing under consideration, ranging from USD 100 to USD 380 per tonne of CO₂-equivalent depending on the tier, will further shift competitiveness toward hydrogen and other low-emission options. The Nordic region is emerging as a first-mover market for hydrogen- powered vessels, supported by local production, early H₂ bunkering infrastructure and national decarbonisation targets. The Nordic Fuel Transition Roadmap identifies hydrogen and ammonia as the predom- inant zero-emission fuels for short-sea shipping by 2035, with signifi- cant uptake before 2030 in ferry and offshore segments. PowerCell’s technology aligns closely with these regulatory and market trends. Hydrogen fuel cells provide a scalable, flexible and zero-emission solution for vessels operating in coastal and offshore environments where batteries alone are insufficient and where opera- tional reliability is essential. System integration, service and lifecycle support PowerCell has expanded its marine service capabilities to support customers throughout the vessel lifecycle. Standardised interfaces, modular serviceability and remote diagnostics enable efficient inte- gration and maintenance. The company’s growing installed base sup- plies valuable operational data that drives improvements in component durability, system performance and total cost of ownership. Outlook Hydrogen-electric and hybrid propulsion architectures are becoming integral components of the maritime decarbonisation roadmap. Regulatory momentum, tightening GHG intensity requirements and increasing fuel-cost differentials between fossil and zero-emission options create a favourable environment for continued adoption. With an industrialised technology platform, certified systems and a growing portfolio of commercial installations, PowerCell is well positioned to support shipowners transitioning to zero-emission operations across short-sea, offshore and coastal segments. 18 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Advancing hydrogen-electric propulsion in aviation Aviation Hydrogen-electric propulsion continues to progress as a long-term solution for achieving deep decarbonisation in aviation, particularly in short- and regional-range segments. Aviation today accounts for roughly 3 percent of global CO2 emissions, and its share could rise significantly by 2050 if other sectors decarbonise faster while air traffic continues to grow. As sustainable aviation fuels alone cannot deliver net-zero aviation due to limited bio-feedstock availability and the high cost of synthetic fuels, hydrogen-electric propulsion has become a central focus for next-generation aircraft concepts. Strengthened position as leading provider of aviation-qualified fuel cell solutions In 2025, customer programmes made important steps toward com- mercialisation. PowerCell is engaged in a wide range of aviation appli- cations, including fixed-wing aircraft, helicopters, drones, eVTOLs and auxiliary power units (APUs). These programmes span early concept development, integration testing and full-scale flight trials. Across these efforts, PowerCell provides both hardware and specialist engi- neering expertise, and several customer applications have now entered airborne testing. PowerCell continues to strengthen its role as a leading provider of hydrogen-electric propulsion technology in aviation and remains a preferred partner for customers seeking high-performance, aerospace-grade fuel cell systems. Product development PowerCell’s aviation portfolio is based on advanced stack technology qualified for aerospace environments. The S3 stack continues to form the foundation for several customer applications. It offers a robust and lightweight design with high power density and is certified to the aerospace quality standard AS9100. Its performance characteristics make it suitable for both propulsion and APU concepts, and it remains a key product for customers seeking proven, certifiable fuel cell solu- tions. In parallel, PowerCell is developing its next-generation Heavy Duty Stack (HDS), designed for future megawatt-class propulsion systems. The HDS platform is optimised for high output, reduced weight and integration into large hydrogen-electric architectures. Customer partnerships PowerCell has continued to support ZeroAvia, one of the most ad- vanced developers in the segment and an important customer for the company. During the year, PowerCell supplied certified stacks and engineering support as ZeroAvia progressed toward certification of the ZA600 powertrain for 9–19 seat aircraft. PowerCell stack technology forms part of ZeroAvia’s flight test programmes and contributes to the long-term goal of commercial hydrogen-electric regional aviation. Beyond established partnerships, PowerCell has continued to re- ceive new assignments from a broad range of aviation actors. These include feasibility studies, propulsion architecture assessments and customised solutions based on PowerCell’s stack technology. The diversity of these engagements reflects growing industry-wide inter- est in hydrogen-electric concepts. NEWBORN – next-generation hydrogen-electric propulsion The NEWBORN project represents a strategically important part of PowerCell’s long-term aviation roadmap. During 2025, the company reached several key milestones. Full-scale stacks at Technology Readi- ness Level 4 (TRL 4) were completed and delivered for integration and system-level testing within the project. This marks an important step in validating PowerCell’s next-generation stack architecture in demanding aviation environments. NEWBORN enables PowerCell to mature the megawatt-class build- ing blocks required for future hydrogen-electric aircraft and aligns with European research priorities for disruptive propulsion technolo- gies. For PowerCell, the project strengthens the company’s competi- tive position by advancing stack design and validating performance in the most demanding aerospace use cases. 19 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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During the year, PowerCell supplied certified stacks and engineering support as ZeroAvia progressed toward certification of the ZA600 powertrain for 9–19 seat aircraft. During the year, PowerCell also initiated a Vinnova-funded pro- gramme aimed at further optimising the HDS platform. The project focuses on developing thinner bipolar plates to reduce system weight and increase performance, supporting the long-term goal of delivering lightweight, high-efficiency propulsion solutions tailored to aviation requirements. Market outlook and regulatory drivers Regulatory pressure to decarbonise aviation continues to intensify. In the European Union, ReFuelEU Aviation mandates a growing share of sustainable aviation fuels and, for the first time, introduces binding requirements for synthetic fuels produced using renewable hydrogen. New aircraft technologies under the EU’s aviation research and inno- vation strategy are expected to deliver at least 30 percent lower green- house gas emissions by 2035 and up to 90 percent reductions or zero in-flight CO₂ by 2050 for hydrogen-based propulsion. Internationally, ICAO’s CORSIA framework continues to shape emis- sions compliance for global airlines, and several regulators are evalu- ating additional mandates for zero-emission operations in specific aircraft categories. These developments support accelerated interest in hydrogen- electric propulsion for 9–19 seat aircraft and regional turboprop plat- forms. Technology roadmaps from leading developers point to com- mercial entry of hydrogen-electric aircraft in the 9–19 seat class in the near term, followed by 40–80 seat regional turboprops using liquid hydrogen storage around the end of this decade. Concept studies extend hydrogen fuel cell propulsion into larger regional jets and narrow- b odies in the 2030s and 2040s. As these technologies mature, hydrogen-electric propulsion could deliver up to 40 percent lower operating costs per flight hour than fossil jet propulsion, owing to higher efficiency, fewer moving parts and lower fuel and carbon costs. Several independent analyses also underline the risk that incumbent airframers move too slowly on hydrogen-based propulsion, creating opportunities for specialised technology providers and new entrants to influence the architecture of future zero-emission aircraft. This dynamic aligns with PowerCell’s strategy as an aviation-qualified fuel cell supplier with strong partnerships across the hydrogen-electric value chain. With established customer programmes across incumbents as well as startups, certified stack technology and ongoing development of next-generation platforms, PowerCell is well positioned to support the transition toward commercial hydrogen-electric aviation. Pioneering energy solutions for zero-emission aircraft PowerCell possesses cutting-edge technology in high energy density fuel cells and is the leading supplier of hydrogen-electric solutions to the aviation industry. S3 The S3 is a ground-breaking hydrogen fuel cell stack with flight-proven performance. Built to strict quality stand- ards for long-term durability and reliability, it delivers zero-emission electric power with industry-leading power density in a compact form factor. Co-developed with Bosch GmbH, the S3 is a fully industrialised solution backed by more than 100,000 hours of validation and testing, offering unmatched flexibility for aviation integration. 20 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Launching an industrial-grade Power Generation offering In 2025, we introduced the first products in our new Power Generation portfolio, the most extensive product launch in the company’s history. The portfolio combines Bosch’s industrial fuel-cell platform with PowerCell’s decades of application-specific system design and multi- unit integration expertise. The result is a modular, scalable and deploy- able family of power solutions optimized for data centres, distributed energy, backup power and mission-critical applications. The offering comprises two main solution families: • PowerSystem modules (e.g., PowerSystem 190, PowerSystem 225 and the M2PowerSystem 250 methanol-to-power solution), intended for OEMs, EPCs and integrators looking to build container- ized power plants, power rooms or high-efficiency distributed energy systems. • PowerPod containerised plug-and-play units, ready-to-deploy systems ideal for backup power, mobile or temporary installations, off-grid applications and remote sites where grid connection is unreliable or not cost-effective. At the core of the portfolio is PowerCell’s Distributed Master Controller (DMC), a control architecture that orchestrates multiple fuel-cell modules into an integrated power generation system. This enables intelligent load balancing, high uptime, optimized efficiency and pre- dictable performance under demanding duty cycles, capabilities es- sential for data centres, distributed energy sites or microgrids. A new portfolio for the next era of clean power Power Generation As global energy demand grows and elec- tricity infrastructures face increasing stress, particularly in energy-intensive infrastructure such as data centres, as well as in remote or grid-constrained locations, the need for reliable, flexible and zero- emission power generation becomes critical. To meet this demand, PowerCell is extending its hydrogen fuel-cell leadership into stationary and distributed power through a newly launched Power Genera- tion portfolio. 21 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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The introduction of this Power Generation portfolio comes at a time when global demand for secure, high-availability electricity is rising sharply. Our Power Generation products An attractive product portfolio of hydrogen-electric solutions for stationary energy-intensive applications, with outputs from 5 kW up to several megawatts. PowerSystem 190 A highly integrated and compact fuel cell module for fuel cell-electric medium-duty power generation applications. Bosch origi- nal products integrated with the PowerCell Distributed Master Controller combine Bosch’s industrial reliability with PowerCell’s system integration expertise, delivering a powerful, scalable platform for OEMs and EPCs with intelligent control and seamless connectivity. PowerPod Our PowerPod solutions are container- ised, plug and play systems that replace traditional internal-combustion gensets with scalable, transportable and rapidly deployable zero-emission power. PowerPods are engineered for both stationary and mobile use, delivering dependable output with minimal site preparation. The use case for fuel cells in the power generation segment Stationary and distributed fuel-cell systems offer multiple advantages compared with conventional power generation or battery/diesel-based backup: • They generate electricity with high efficiency and zero local emis- sions, producing only water as a byproduct instead of NOx, SOx or particulate pollution. • They enable modular, scalable installations, ideal for data centres, microgrids or distributed energy sites, without the noise, emissions or carbon footprint of diesel gensets. • Fuel cells can provide continuous, long-duration power and are particularly suited for applications where reliability, uptime and energy resilience are critical. • They reduce grid dependence, valuable where grid expansion lags behind demand, or where on-site renewable generation or hydrogen supply enables energy autonomy. In contexts such as data centres, especially hyperscale or AI-driven facilities, hydrogen fuel cells are increasingly seen as a credible alter- native to diesel backup systems or battery-only solutions. Fuel cells offer clean, quiet, and scalable power provision. Market potential and strategic timing The introduction of this Power Generation portfolio comes at a time when global demand for secure, high-availability electricity is rising sharply. As data centres, digital infrastructure and distributed energy assets expand, often in regions with constrained grids or ambitious decarbonisation targets, hydrogen fuel-cell power becomes more attractive. PowerCell is entering this market with a modular, industrial-grade offering, combining proven stack technology, system integration know-how and flexibility to serve both integrators and end users. Given the increasing regulatory pressure on carbon emissions and local air quality, rising cost of diesel-based power, and escalating de- mand for reliable zero-emission power, the timing is favourable for early adopters of hydrogen-electric power generation. Outlook Over the next 3–5 years, PowerCell’s ambition is that the Power Gener- ation solutions will scale from pilot- and niche-deployments to com- mercial-scale installations in distributed energy installations, micro- grids and mission-critical infrastructure. With a versatile platform set, modular architecture, and a clear value proposition; emissions reduc- tion, reliability and resilience, PowerCell is positioned to become a key supplier in the emerging hydrogen-based power generation market. 22 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Hydrogen has high energy density, making hydrogen-electric solutions attractive for heavy loads and long operating times where a high-energy source is needed. In many off-road operations, vehicles are concen- trated in defined areas such as mines, terminals and construction sites, which enables a phased approach to supporting infrastructure for hydrogen distribution, storage and service. Hydrogen-electric powertrains can enable electrification with mini- mal impact on operational processes. With fast refuelling and perfor- mance suited to heavy-duty cycles, fuel cell solutions can support high availability while eliminating tailpipe emissions. Major potential for hydrogen- electric products in heavy- duty applications Off-road & Rail Commercial applications span a wide range of demanding use cases, including construction and mining machinery, terminal vehicles and forklift trucks, as well as locomotives and rail vehicles in passenger, freight and yard operations. What these applications share is high energy demand, high utilisation, and the need for predictable uptime. Today, many of these use cases remain dependent on diesel, resulting in significant greenhouse gas emissions and local air pollution. Rail – scalable electrification beyond the grid The rail sector is under pressure to decarbonise, and hydrogen fuel cells are a scalable, zero-emission alternative to diesel, particularly for non-electrified routes and hybrid operations where overhead lines are not available or practical. Fuel cells combine fast refuelling with long- range capability and do not require overhead lines, making them rele- vant for both freight and passenger services as well as yard duties. PowerCell supports rail OEM value creation with compact, scalable fuel cell systems and integration know-how. Our powerful and compact systems are especially suited for railway applications where installation 23 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Hydrogen-electric powertrains can enable electrification with minimal impact on operational processes. space is limited and high power density is critical. Their modular, scala- ble design allows adaptation to different train configurations and duty cycles, from shunting and regional passenger traffic to heavy freight, while high efficiency and fast dynamic response help reduce energy consumption and operating costs. Our Distributed Master Controller (DMC) further simplifies integration and optimizes power distribution across multiple fuel cell systems to improve efficiency and life cycle economics. H2MAC – validating fuel cell systems for harsh, high-utilisation machinery PowerCell is part of the H2MAC collaboration, which targets one of the most demanding adoption barriers in off-road: proving reliable fuel cell operation under real-world construction and mining conditions, including dust exposure and intense vibrations. The project focuses on developing scalable fuel cell powertrain concepts for non-road mobile machinery, reinforcing the applicability of hydrogen-electric solutions in environments where grid access is limited and utilisation requirements are high. H2MAC is designed around demonstrating modular fuel cell integra- tion in representative machines (e.g., an excavator and a shredder), supporting scalability from single- to multi-module configurations and transferability to other NRMM industries. PowerCell contributes with system and application integration for harsh environments. The project strengthens our capability to support OEMs with platform integration, modular system configuration and operational robustness; capabilities that are directly transferable across heavy-duty segments where per- formance, uptime and serviceability are critical. A complete offering for heavy-duty applications To meet growing interest, PowerCell offers a hydrogen-electric product portfolio for heavy-duty applica- tions, ranging from modular systems to scalable multi-unit installations. Our portfolio is based on proven fuel cell technology with high power density and compact size, which makes our solutions particularly well suited for heavier vehicles and high-utilisation duty cycles. PowerSystem Solutions Highly integrated and compact system solution for hydrogen- electric medium-duty applications. It provides a powerful, scalable platform with intelligent control and seamless connectivity with PowerCell’s Distributed Master Controller. The system features Bosch components combined with PowerCell technology for high-performance operation. The module is based on a horizontal stack layout with a single set of fuel cell components. The compact design makes it straight- forward to integrate into a wide range of applications. It is a high-pressure system with high system efficiency and power density, and reduced balance-of-plant volume. 24 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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In 2023, PowerCell and Bosch expanded the collaboration through a supplier agreement under which Bosch contract manufactures S3 stacks for PowerCell. This increases PowerCell’s access to scalable production capacity and supports improved capital efficiency, ena- bling PowerCell to focus more on system assembly, customer adapta- tion and continued development of next-generation fuel cell technol- ogy for the segments PowerCell addresses. During 2025, PowerCell expanded the strategic partnership frame- work with Bosch in China. The framework is designed to accelerate fuel cell adoption by combining Bosch’s footprint and industrialisation capacity with PowerCell’s technology, and it also opens access for Bosch to selected non-automotive customers in China in adjacent sectors with strong electrification momentum. Trends and market outlook Hydrogen mobility continues to develop unevenly by region, with the near-term opportunity increasingly concentrated in high-utilisation commercial applications where fuel cells can deliver long range and fast refuelling. IEA analysis highlights that the availability of fuel cell heavy-duty vehicle models is expanding: buses account for the largest share of available models globally, while heavy-duty truck models also continued to gain ground. PowerCell addresses the automotive mar- ket through Robert Bosch GmbH, a global automotive supplier with deep industriali- sation and manufacturing capabilities. Bosch has licensed and manufactured PowerCell’s S3 fuel cell stack for the auto- motive industry since 2019, with Bosch holding the exclusive right to manufacture and sell S3 for automotive applications while PowerCell retains full rights for other segments. Partnership with Bosch enables industrial scale and strengthens PowerCell’s strategic focus On-road 25 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Hydrogen refuelling infrastructure continues to expand from a growing installed base. The IEA reports around 1,300 hydrogen refuelling sta- tions in operation globally at the end of 2024 (~15% higher than end- 2023), with the largest increase in China (up 30% to over 500 stations). Europe also grew to more than 300 stations (up ~15%), although deployment remains below the EU’s 2030 corridor and urban- n ode ambitions under AFIR. Against this backdrop, PowerCell’s partnership model with Bosch provides a pathway to automotive-grade industrial scale and cost- down, while strengthening PowerCell’s ability to allocate resources toward system delivery and innovation across its priority segments. A strong product solution for the automotive industry PowerCell has developed the PowerCell S3 fuel cell stack, which is licensed to Bosch and is industrially and commercially ready for series production. S3 S3 is a powerful fuel cell stack licensed to Bosch which offers power up to 145 kW. The technology has undergone extensive testing and validation with major manufacturers, renowned research institutes and leading automotive suppliers. Moreover, it is designed for high-volume produc- tion at low manufacturing cost. After years of testing, some manufacturers are now offering hydrogen-electric cars, buses and lorries, and more vehicles are on the way. 26 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Share information The shares of PowerCell Sweden AB (publ) are listed on Nasdaq Stockholm, Mid Cap segment. A total of 116 million shares were traded in 2025. The share price fell by 15.6 percent in 2025, while the OMXS PI increased by 9.5 percent over the same period. The highest closing price of SEK 48.50 was recorded on 13 November, and the lowest, SEK 22.40, was recorded on 7 April. The market value on 31 December 2025 was SEK 1,733 million (2,053). The average daily trading volume during the year was 234,773 shares (227,721). On 31 December 2025, PowerCell had 35,708 (38,097) shareholders. Of these shareholders, based on the total number of shares, 10.6 percent were financial and institutional investors, 31.1 percent were private individuals and 5.3 percent were central and local government. Other shareholders cannot be classified. All PowerCell shares are denominated in SEK. The ticker symbol is PCELL. Share capital No new share issue has been carried out during 2025. According to the Articles of Association, adopted on 22 April 2021, the company’s share capital shall not be less than SEK 500,000 and shall not exceed SEK 2,000,000. The number of shares shall not be less than 20,000,000 and not more than 80,000,000. Dividend policy PowerCell has adopted a dividend policy stating that the company aims to provide its shareholders with a stable and increasing dividend in the long term. The policy states that the operating surplus, or parts of the surplus, will be distributed when the cash flow from operations exceeds the company’s long-term financing needs and if the Board also considers that the company has a satisfactory capital structure. Shareholders, 31 December 2025 Owners Number of shares and votes Share of shares and votes 1 Robert Bosch Investment Nederland B.V. 6,493,531 11.22% 2 Avanza Pension 2,376,562 4.11% 3 Axon Partners Group Investment SGEIC 1,048,056 1.81% 4 green benefit AG 875,821 1.51% 5 Global X Management Company LLC 779,415 1.35% 6 ÖKOWORLD 600,000 1.04% 7 Legal & General 478,028 0.83% 8 Magnus Konrad 409,000 0.71% 9 VanEck 400,259 0.69% 10 SEB Funds 387,358 0.67% The 10 largest shareholders, in total 13,848,030 23.92% Others 44,044,404 76.08% Total 57,892,434 100.00% Key figures, PowerCell share Number of shares at year-end 57,892,434 Market value at year-end, SEK million 1,733 Number of shareholders 35,708 Share price at year-end, SEK 29.94 Profit per share, SEK –0.75 Share price development during the year, % –15.6 Percentage of shareholders in Sweden 92.67 Total holdings of the ten largest shareholders, % 28.06 PowerCell share ISIN code: SE 000 642 5815 Ticker symbol: PCELL PowerCell is undergoing a rapid phase of development and expan- sion. The current policy of the Board, therefore, is that PowerCell will reinvest any profits to finance the company’s growth and operations, and consequently, the Board does not expect any dividends in the coming years. Share-based incentive scheme The 2021 AGM decided to introduce a share-based incentive pro- gramme for senior executives and key employees. The programme in its entirety (including the issuance of cost-covering warrants) may result in a maximum dilution of approximately 0.97 percent. For more information about the incentive programme, see Note 9 on page 47. 27 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Development of share capital Since its inception in 2008 until 31 December 2025, the company’s share capital has developed as follows: Year Incident Increase in number of shares Increase in share capital Total share capital Number of shares Nominal value/ share 2008 The company was established 500,000 100,000 00 100,000 00 500,000 0.200 2009 New share issue 565,215 113,043.00 213,043.00 1,065,215 0.200 2014 New share issue 91,288 18,257.60 231,300.60 1,156,503 0.200 2014 Split 20:1 21,973,557 — 231,300.60 23,130,060 0.010 2014 New share issue — 277, 560.72 508,861.32 23,130,060 0.022 2014 New share issue 12,289,545 270,369.99 779,231.31 35,419,605 0.022 2015 New share issue 278,787 6,133.32 785,364.63 35,698,392 0.022 2016 Redemption of T01 7,135,480 156,980.55 942,345.18 42,833,872 0.022 2016 Redemption of T02 1,950,520 42,911.44 985,256.62 44,784,392 0.022 2017 New share issue 6,716,418 147,761.20 1,133,017.82 51,500,810 0.022 2017 Exercise of warrants directed to employees 178,080 3,917.76 1,136,935.58 51,678,890 0.022 2018 Exercise of warrants directed to employees 189,920 4,178.24 1,141,113.82 51,868,810 0.022 2020 Exercise of warrants directed to employees 273,624 6,019.73 1,147,133.55 52,142,434 0.022 2024 New share issue 5,750,000 126,500 1,273,633.55 57,892,434 0.022 Source: NasdaqNumber of shares traded Number of traded shares in millions Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec PowerCell 2025 OMXSPI 0 60 50 40 10 20 30 2.5 3 0 1.5 0.5 1 2 SEK Share price 2025 Number of shares traded, millions Number of shares traded 28 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Corporate governance PowerCell values sound corporate governance as an important basis for achieving its long-term strategic goals and achieving a relationship of trust with shareholders and other important parties. A high standard of openness, reliability and ethical values are guiding principles for PowerCell’s operations. Corporate governance model The shareholders exercise their influence by voting at general meet- ings of Powercell Sweden AB (publ), which is the parent company of the PowerCell Group. Resolutions are passed at annual general meetings on the composition of the Board of Directors of Powercell Sweden AB (publ) and the election of auditors. A Nomination Com- mittee appointed by the Annual General Meeting (AGM) submits pro- posals to annual general meetings regarding, among other things, the election of Board members and Chair of the Board, and resolu- tions on fees paid to the Board. The Nominations Committee also submits proposals to annual general meetings on the election of external auditors and proposals for resolutions on remuneration for the Auditor. The Board of Directors is ultimately responsible for PowerCell’s organization and the management of its operations. The Board of Directors also appoints the CEO of Powercell Sweden AB (publ). The CEO manages the Group’s day-to-day operations in accordance with the Board’s guidelines. Swedish Corporate Governance Code Powercell Sweden AB’s (publ) shares are listed on the Nasdaq Stockholm stock exchange. As a listed company, PowerCell applies the Swedish Corporate Governance Code (available at: www.bolags- styrning.se). This corporate governance statement has been prepared in accordance with the Swedish Annual Accounts Act and the Corpo- rate Governance Code, separately from the Annual Report. The statement has been reviewed by PowerCell’s auditors and an opinion from the auditors attached. 1. Shareholders Powercell Sweden AB’s share register is kept by Euroclear Sweden AB. As at 31 December 2025, PowerCell had 35,708 shareholders according to the share register and the total number of shares was 57,892,434. More information about PowerCell’s share and its shareholders can be found in the Share section of the Annual Report. 2. Annual General Meeting Shareholders exercise their influence in the company at the Annual General Meeting, or, where applicable, at an Extraordinary General Meeting. The AGM is PowerCell’s highest decision-making body. The Annual General Meeting must be held within six months of the end of the financial year. At the AGM, resolutions are passed regarding the election of the Board of Directors and Chair of the Board of Directors, election of the auditor, the adoption of income statements and bal- ance sheets, appropriation of the company’s profits and discharge from liability for the members of the Board of Directors and the CEO, the Nomination Committee and its work, and guidelines for the remuneration of senior executives. Information about the company’s previous AGMs and when shareholder requests for such matters should be received by PowerCell. The 2025 Annual Meeting was held on 29 April 2025. PowerCell’s 2026 Annual General Meeting will be held on Monday, 11 May 2026. For more information about the 2026 Annual General Meeting, see the PowerCell website (www.powercellgroup.com). 3. Nomination Committee The Nomination Committee is appointed by the Annual General Meeting. The Nomination Committee must carry out the duties for which it is responsible in accordance with its instructions from the Annual General Meeting and the rules laid down in the Corporate Governance Code. Its main duty is to prepare and submit proposals on behalf of the shareholders to the Annual General Meeting regard- ing the election of the Board, and Board fees, Chair of the AGM, as well as proposals regarding the election of auditor and remuneration to the auditor. In addition, the Nomination Committee presents proposals for members to be included in the following year’s Nomi- nation Committee, in accorande with the current instructions for PowerCell’s Nomination Committee. In accordance with the current instructions for PowerCells’s Nom- ination Committee, the three largest shareholders in the company by voting rights as at 30 July 2025 shall have the right to appoint one member to the Nomination Committee. None of these three people may be a member of the company’s Board of Directors. In addition, the Nomination Committee shall include a Board member appointed by the Board, who shall also act as the convener. Members of the Nomination Committee for the 2025 AGM include: • Uwe Zeise (chairman of the Nomination Committee), representing Robert Bosch GmbH • Caroline Sjösten, representing Swedbank Robur Fonder • Magnus Jonsson is the convening member and represents the Board of Powercell Sweden AB. Nomination Committee 2026: Following contacts with the company’s 20 largest shareholders as at 30 July 2025, PowerCell established that three of these shareholders, Robert Bosch, Axon Partners Group and Per Ekdunge, wished to each appoint a member to the company’s Nomination Committee. Robert Bosch GmbH has appointed Uwe Zeise, Axon Partners Group Invest- ment SGEIC has appointed Jesús Martínez Motilva and Per Ekdunge has appointed himself as their respective representatives on the Nomination Committee. In addition, the Chair of the Board of PowerCell, Magnus Jonsson, was appointed in accordance with the adopted Nomination Committee principles. The folloing Nomination Committee has therefore been appointed for the 2026 AGM: • Uwe Zeise (chairman of the Nomination Committee), representing Robert Bosch GmbH • Jesús Martinez Motilva, representing Axon Partners Group Investment SGEIC • Per Ekdunge, representing himself • Magnus Jonsson is the convening member and represents the Board of Powercell Sweden AB. The composition of the Nomination Committee was communicated through a press release and published on the company’s website on 4 September 2025. 4. Board of Directors The main duty of the Board of Directors is to manage the Group’s operations on behalf of the owners so that their long-term interest are met in the best possible way. The Board has ultimate responsi- bility for PowerCell’s organization and management. It is responsible for the Group’s long-term development and strategy, for constantly monitoring and evaluation the Group’s operations and for the other tasks set out in the Swedish Companies Act. Composition of the Board In accordance with the Articles of Association, the Board must consist of a minimum of five and a maximum of seven members. The mem- bers serve from the end of the AGM when they are elected until the end of the next AGM. There is no limit to how many consecutive peri- ods a member can sit on the Board. The 2025 AGM re-elected Board members Nicolas Boutin, Helen Fasth Gillstedt, Uwe Hillmann, Riku-Pekka Hägg, Magnus Jonsson, Annette Malm Justad and Karin Ryttberg-Wallgren. Magnus Jonsson was re-elected as Chair of the Board. A presentation of the members of the Board can be found in the section on the Board of Directors in the Annual Report and on the company’s website. In preparing its proposal, the Nomination Committee applied Section 4.1 of the Corporate Governance Code as its diversity policy whereby it considers that the Board should have a composition appropriate to the company’s operations, phase of development and other relevant circumstances that is characterized by diversity and breadth of qualifications, experience and background. An even gender distribution must be strived for. The Board of Directors cur- rently has seven members, including three women and four men. 29 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Board of Directors Remuneration Committee Nomination CommitteeAuditor Audit Committee Management CEO Shareholders Annual General Meeting Requirement for independence PowerCell’s Board of Directors adopt the requirement for indepen- dence as set out in the Corporate Governance Code. Prior to the 2025 AGM, the Nomination Committee presented the following assess- ment regarding independence for the Board members elected at the 2025 AGM. Magnus Jonsson, Helen Fasth Gillstedt, Annette Malm Justad, Riku-Pekka Hägg, Karin Ryttberg-Wallgren and Nicolas Boutin are all considered independent in relation to the company and the company’s management, and in relation to the company’s major shareholders. Uwe Hillmann is considered independent in relation to the company and its management but not in relation to one of the company’s major shareholders due to his capacity as responsible for the Software and Controls business unit within the Power Solutions division at Robert Bosch GmbH. Rules of procedure Every year, the Board defines rules of procedure for its work. The rules of procedure state, among other things, how the Board’s work is to be distributed, including the specific role of the Chair and their tasks, instructions concerning the division of work between the Board of Directors and the CEO, and how financial reporting to the Board should take place. The Board of Directors has also adopted special instructions for the Board’s committees which are linked to the rules of procedure. Work of the Board in 2025 The Board’s work is carried out primarily through formal Board meetings and meetings of the Board’s committees. In addition, ongoing contact is maintained between the Chair of the Board and the CEO to discuss ongoing operations and ensure that the Board’s decisions are implemented. The Board held 11 meetings during the financial year. The Board members’ attendance is shown in the table on the opposite page. The Board’s ordinary meetings follow a fixed agenda and are scheduled so that financial reports can be adopted prior to publica- tion, including the corporate governance statement and sustainabil- ity report. The company also has an annual cycle where special matters are scheduled for different meetings, such as the adoption of budgets, strategy discussions and business plans. The annual cycle consists of six meetings. In addition, an inaugural Board meet- ing is held immediately after the Annual General Meeting where the annual cycle is determined, menbers of the Audit and Remuneration Committees are appointed and rules of procedure for the Board of Directors, including instructions to the CEO and committees, are adopted. During the year, the Board of Directors also received in-depth pre- sentations from operating activity representatives. In 2025 , the Board also adopted interim reports, year-end reports and annual reports, made decisions on significant customer contracts with long-term commitments, adopted the budget and updated the business plan, decided on targets and outcome within the framework of the Com- pany’s incentive program, and conducted a review of the Company’s work on internal control, risk management and sustainability. The Board also received ongoing information and reports from the Remuneration Committee and the Audit Committee at Board meetings following their meetings. The Board receives monthly reports in order to be kept updated between the Board meetings. The Board met with the auditor on 20 March 2025 to report on the audit, and the Board also met with the auditor without the attendance of Group management on the same date. Evaluation of the Board’s work The Board conducts an annual evaluation of its own work. Each year, the Chair of the Board initiates and takes the lead on the evaluation of the Board’s work. The purpose of this evaluation is to further develop working methods, dynamics, efficiency and the working environment, as well as the main focus of the Board’s work. The eval- uation also focuses on access to and the need for special expertise on the Board. The evaluation includes interviews and joint discussions and the Chair having one-to-one discussions with individual Board members. The Board evaluation is discussed at a Board meeting and also serve as a basis for the Nominating Committee’s work in propos- ing Board members. 5. Audit Committee PoweCell’s Board of Directors has appointed an Audit Committee with the primary purpose of supervising the Group’s financial accounting and reporting and the audit of the financial statements and the sustainability reporting. The Chair of the Audit Committee is Helen Fasth Gillstedt and the other members are Annette Malm Justad and Magnus Jonsson. The Audit Committee monitors and ensures the quality and reliability of accounting and financial report- ing processes and statements, monitors the effectiveness of the Group’s internal control of financial reporting and risk management processes, and the appropriateness of the Group’s control of compli- ance with legal and regulatory requirements. The Audit Committee reviews and monitors the work of the external auditors and prepares proposals for the nomination of external auditors. Sustainability is a recurring item on the Audit Committee’s agenda, and the committee monitors the quality, reliability and governance of sustainability-related disclosures, as well as the effectiveness of internal controls related to sustainability risks. The Audit Committee met six times in 2025. The committee mem- bers attended these meetings as shown in the table on the next page. 6. Remuneration Committee The Board of Directors has established a Remuneration Committee, which is responsible for dealing with and making decisions on matters related to remuneration for senior Group executives. The Remuneration Committee prepares guidelines for the remu- neration of senior executives and terms of employment for the CEO. Guidelines for the remuneration of senior executives must be sub- mitted to the Board of Directors, which in turn must submit propos- als for such remuneration guidelines to the Annual General Meeting. The Remuneration Committee monitors and evaluates PowerCell’s remuneration scheme for senior executives on an ongoing basis. The Board of Directors publishes a remuneration report on the company’s website no later than three weeks before the Annual General Meeting, in accordance with the Swedish Companies Act and the principles set out in the Corporate Governance Code. The committee consists of three members, Magnus Jonsson (Chair), Annette Malm Justad and Karin Ryttberg-Wallgren, and held a total of three meetings in 2025. 7. CEO and Group Management The CEO, Richard Berkling, manages the business in accordance with the Swedish Companies Act and within the framework set by the Board. In consultation with the Chair of the Board, the CEO prepares the necessary information and decision-making documents for Board meetings, priorities matters and justifies proposals for resolu- tions. The CEO leads the management’s work and makes decisions in consultation with other members of management. At the end of 2025, management consisted of Richard Berkling (CEO), Karin Nilsson (SVP, Deputy CEO), Anders Düring (SVP, CFO), Lisa Kylhammar (SVP, 30 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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CPDO), Andreas Bodén (SVP, CTO) and Peter Wallin (SVP, COO). Group management conducts regular business reviews under the leadership of the CEO. A more detailed presentation of the CEO and management can be found in the Management section of the Annual Report and on the company’s website. 8. Auditor In order to examine the company’s annual reports and accounts as well as the management of the Board of Directors and the Chief Exec- utive Officer, a registered accounting firm is appointed as the auditor at the Annual General Meeting. At the 2025 Annual General Meeting, the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) as re-elected as auditor until the end of the 2026 AGM. The auditor in charge is authorized public accountant Fredrik Göransson. In 2025, he was also the principal auditor at Seafire AB (publ), Bilia AB (publ) and Saab AB. The auditors attended Board meetings to present PwC’s audit process and to give the Board members an opportunity to ask ques- tions without the presence of management. The auditors also attended Audit Committee meetings. Internal control and risk management with regard to financial reporting The Board of Directors is responsible for internal control in accordance with the Swedish Companies Act and the Corporate Governance Code. The purpose of this description is to give shareholders and other stakeholders an understanding of how internal control is orga- nized at PoweCell in terms of financial reporting. The description has been prepared in accordance with the Swedish Annual Accounts Act and is therefore limited to the internal control of financial reporting. Control environment PowerCell applies the Internal Control- Integrated Framework, issued in 1992 byte the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In 2013, COSO issued an updated version of of the framework. PowerCell’s internal control framework complies with the 17 fundamental principles of COSO 2013. The COSO framework consists of five interrelated components. Control Environment is the component that forms the basis for the other components. PowerCell has documented the division of responsibil- ities throughout the company through policies, instructions and organizational structure. This is reflected in the fact that policies and instructions, where applicable, are based on internationally accepted standards and/or best practices. Policies and instructions are evaluated by responsible functions based on the need to adjust due to changing requirements and legislations. PowerCell is a pro- cessoriented company and has integrated risk assessment with business processes, such as business planning. In the area of control structures, PowerCell has documented all critical financial process and controls. PowerCell has established Codes of Conduct for both employees and suppliers, setting clear requirements for ethical business prac- tices, compliance with applicable laws and regulations, and fair competition. Employees receive regular training in areas such as anti- c orruption and business ethics. These policies and training pro - grammes form an integral part of the Company’s control environment and support the prevention, detection and management of compli- ance-related risks. Whistleblower service PowerCell has an external, independent whistleblower service that offers guaranteed anonymity. The service is available to all stake- holders in Swedish and English via the Company’s website (https://powercellgroup.com/whistleblower/). The whistleblower service can be used to report suspected viola- tions of PowerCell’s Code of Conduct, including concerns related to unethical business practices, corruption, breaches of laws or regula- tions, and negative impacts on human rights. Reported matters are handled in accordance with established procedures and are escalated to the Board of Directors or the Audit Committee when appropriate. Risk assessment Risks related to financial reporting are evaluated and monitored by management and the Board of Directors through its Audit Commit- tee based on assessments made by management, by identifying material risks and how to manage and mitigate them. The assessment of the degree of risk of financial reporting errors is based on a number of criteria. The identified risk together with the required mitigating control objectives are gathered in an internal control framework for financial reporting. PowerCell has established control systems in place and operates transparent business operations. Current governance documents are reviewed on a routine basis. Furthermore, the Board of Directors regularly evaluates the financial reporting received in conjunction with Board of Director’s meetings. The Audit Committee has an ongoing dialogue with the company’s auditor concerning the scope and quality of the financial reporting. Additional information on the governance of PowerCell is available on the company’s website. Control activities In addition to the Board of Directors and its Audit Committee, the management team constitutes an overarching control body. Business processes are designed to ensure that any inaccuracies or discrepan- cies in financial reporting are prevented, detected and corrected by including control activities that meet the control objectives set out in PowerCell’s internal control framework. Control activities range from comparing results against previous forecasts and estimates at management team meetings to specific account reconciliations and analyses in the ongoing financial reporting processes. Board fees The table refers to the Board members elected at the 2025 AGM Name Born Elected Board role Agreed fee Fees for Audit Committee work Fees for Remuneration Committee work Magnus Jonsson 1956 2012 Chairman 620,000 105,000 85,000 Helen Fasth Gillstedt 1962 2019 Board member 310,000 210,000 — Annette Malm Justad 1958 2020 Board member 310,000 105,000 45,000 Uwe Hillmann* 1967 2020 Board member — — — Riku-Pekka Hägg 1975 2020 Board member 310,000 — — Karin Ryttberg-Wallgren 1980 2022 Board member 310,000 — 45,000 Nicolas Boutin 1971 2023 Board member 310,000 — — *Uwe Hillmann waived his fee in accordance with Robert Bosch GmbH internal guidelines. Table of meetings Board of Directors Audit Committee Remuneration Committee Member’s name Attendance/total number of meetings Attendance/total number of meetings Attendance/total number of meetings Magnus Jonsson (Chair) 11/11 6/6 4/4 Helen Fasth Gillstedt 11/11 6/6 Annette Malm Justad 11/11 6/6 4/4 Uwe Hillmann 11/11 Riku-Pekka Hägg 11/11 Karin Ryttberg-Wallgren 11/11 4/4 Nicolas Boutin 11/11 31 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Information and communication Guidelines and instructions for financial reporting are routinely updated and communicated by management to all relevant employ- ees. The Group’s accounting function has direct operations responsi- bility for routine financial reporting and works to ensure the uniform application of the Group’s guidelines, principles and instructions for financial reporting, and to identify and communicate deficiencies and areas for improvement in financial reporting processes. Monitoring Internal control outcomes are analyzed and communicated annually. An assessment is made of the improvement measures that should be implemented. PowerCells’s Board of Directors receives monthly Engagement and responsibilities It is the board of directors who is responsible for the corporate gov- ernance statement for the year 2025 on pages 29–32 and that it has been prepared in accordance with the Annual Accounts Act. Focus and scope of the audit Our examination has been conducted in accordance with FAR’s stan- dard Rev 16 The auditor’s examination of the corporate governance statement. This means that our examination of the corporate gover- nance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions. Auditor’s report on the Corporate Governance Statement To the general meeting of the shareholders in Powercell Sweden AB (publ), corporate identity number 556759-8353 Opinions A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2–6 the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the annual accounts and the consolidated accounts and are in accordance with the Annual Accounts Act. Gothenburg, 20 April 2026 Öhrlings PricewaterhouseCoopers AB Fredrik Göransson Authorised Public Accountant reports from the CEO on the status of the business and its develop- ment. The Board of Directors discuss all quarterly and annual reports before they are published. The Board of Directors is updated annually on internal control work and its outcome. The Board is also involved in the assessment made by the external auditors of the Group’s inter- nal control processes. Internal audit Based on the risk assessment and design of control activities described above, including self-assessment and in-depth analysis of internal control, the Board of Directors has chosen not to have a special inter- nal audit function. Gothenburg, 20 April 2026 Powercell Sweden AB (publ) Board of Directors Magnus Jonsson Chairman of the Board Nicolas Boutin Board member Karin Ryttberg-Wallgren Board member Riku-Pekka Hägg Board member Uwe Hillmann Board member Helen Fasth Gillstedt Board member Annette Malm Justad Board member 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. 32 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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CEO of Magnus Jonsson Consulting AB and member of several boards. Previous position as Senior Vice President, Product Development at Volvo Cars. Extensive experience in the automotive industry. Independent in relation to the company, its executive management and major shareholders. CEO of Steerprop and Chairman of the Board of Daphne Technology SA. Former Vice President, Ship Design at Wärtsilä Corporation. Experienced business leader and strategist in maritime technology. Strong interest in advanced technology, has led international sales, strategic transformation and perfor- mance culture in high-tech engineering and maritime industry. Independent in relation to the company, its executive management and major shareholders. Board member of Munters Group AB, Handelsbanken Fonder AB, where she is also its representative on nomination committees, Sortera AB and Stora Enso spinoff ForestCo. Former Vice President of the SAS Group and senior positions at Statoil Group A/S. Independent in relation to the company, its executive management and major shareholders. Senior advisor with more than 25 years of experience at international indus- trial and maritime companies, including as CEO of a listed company. Current board portfolio includes Torm Plc, Awilco LNG, Småkraft AS, Store Norske Spitsbergen Kulkompani AS and Bakkegruppen AS. Independent in relation to the company, its executive management and major shareholders. Board of directors Nicolas Boutin has more than 20 years of experience in the aviation industry, most recently as Managing Director and Partner of the Boston Consulting Group. As global manager of the Travel Practice Area and Sustainable Aviation, he has also worked with industry leaders from aircraft manufacturers, airlines and airports. Independent in relation to the company, its executive manage- ment and major shareholders. CEO of Infiniteria. Deputy board member of Infiniteria, totally five companies, and WTR Group. Previous experience includes Chief Growth Officer Stegra responsible for global growth and the Hydrogen business unit, managerial positions at Sandvik, Sapa, Yara International and Piab. Broad experience of hydrogen and materials for fuel cells. Independent in relation to the company, its executive management and major shareholders. Responsible for the Software and Controls business unit within the Power Solutions division at Robert Bosch GmbH. More than 30 years of experience in management and sales to automotive and non-automotive customers. Representing Robert Bosch GmbH. Independent of the company but depen- dent on the company’s major shareholders. Magnus Jonsson Chairman of the Board since 2015 Lives in: Gothenburg Born: 1956 Education: Degree of Master of Science in Mechanical Engineering Elected: 2012 Shares: 20,000 Riku-Pekka Hägg Board member Lives in: Vantaa, Finland Born: 1975 Education: MSc in Mechanical Engineering Elected: 2020 Shares: 0 Nicolas Boutin Board member Lives in: Paris Born: 1971 Education: MSc in Aerospace Engineering Elected: 2023 Shares: 0 Karin Ryttberg-Wallgren Board member Lives in: Stockholm Born: 1980 Education: Master of Business Administration, MBA Elected: 2022 Shares: 0 Helen Fasth Gillstedt Board member Lives in: Danderyd Born: 1962 Education: MSc in International Business and Financial Management Elected: 2019 Shares: 4,000 (including via companies) Annette Malm Justad Board member Lives in: Oslo, Norway Born: 1958 Education: MSc in Chemical Engineering, MSc in Technology Management Elected: 2020 Shares: 10,000 through wholly owned Homlungen AS Uwe Hillmann Board member Lives in: Leonberg, Germany Born: 1967 Education: Diploma programme in physics Elected: 2020 Shares: 0 33 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Richard Berkling has 20 years of experience as CEO of an independent subsidi- ary within the Volvo Group. Building a company from scratch and becoming a world leader in safety-critical electronics in the marine and off-highway trans- port industry, he gained extensive experience in business development during a technology shift in the marine, construction equipment and material handling segments. Executive management Broad experience in fuel cell technology through international partnerships and internal development work. Previous positions include managing various engineering teams at PowerCell, as well as project management for develop- ment and future technology activities. * Chief Product Development Officer Anders Düring has more than 20 years of experience from senior roles at several listed companies in various industries, including KappAhl and Serneke. Prior to that, he acquired more than 10 years of experience in management consulting with Arthur Andersen and Arthur D. Little. Broad international experience in fuel cell-related business and technology development. Active in the fields of fuel cells and clean technologies since 2002, and over ten years as a board member of Vätgas Sverige. Previous PowerCell positions as Group Manager, Development Manager and Business Developer. Andreas Bodén has also been project manager at Volvo Technology for PEM fuel cell development. Richard Berkling President and CEO Born: 1972 Employed: 2021 Education: Business Administration, School of Business, Economics and Law at the University of Gothenburg Number of shares: 16,230 Dr. Lisa Kylhammar Senior Vice President, CPDO* Born: 1978 Employed: 2011 Education: Master of Science in Chemical Engineering and PhD in Materials Science, Chalmers University of Technology Number of shares: 5,446 Anders Düring Senior Vice President, CFO and IR Born: 1965 Employed: 2024 Education: MSc in Business Administration, University of Gothenburg and Executive MBA in Finance & Accounting, University of Gothenburg Shares: 7,000 Dr. Andreas Bodén Senior Vice President, CTO Born: 1977 Employed: 2009 Education: MSc in Chemical Engineering and PhD in Chemical Engineering from KTH Royal Institute of Technology, studying Fuel Cells Number of shares: 10,000 Peter Wallin has more than 25 years of experience in business development and streamlining processes for production, logistics and suppliers, including Meetab, Nolato Silikonteknik and Eberspächer. Peter has previously held senior positions in EuroMaint Rail and Tenneco Automotive and has worked as a consultant to various companies since 2005. Karin Nilsson has many years of international experience in financial and operational management positions, most recently as CFO at KVD Kvarndam- men AB. Former employers include Gunnebo AB and Sibelco Nordic. Peter Wallin Senior Vice President, COO Born: 1970 Employed: 2023 Education: Operations technician, power and heat Number of shares: 1,100 Karin Nilsson Senior Vice President, Corporate Affairs and deputy CEO Born: 1969 Employed: 2015 Education: Business Administra- tion, University of Gothenburg, School of Business, Economics and Law and University West Number of shares: 16,000 34 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Board of directors’ report The Board of Directors and CEO of Powercell Sweden AB (publ), company registration number 556759-8353, with its registered office in Gothenburg, hereby submit the annual report and consolidated accounts for the 2025 financial year. All amounts are in KSEK unless otherwise stated. Figures in brackets relate to the previous year. Powercell Sweden AB (publ) develops and produces fuel cell stacks and fuel cell systems with a uniquely high power density, for applications in the Aviation, Marine, Power Generation, Rail, Off-road and On-road segments. PowerCell’s products are powered by clean or reformed hydrogen and generate electricity and heat without releasing any emissions other than water. Our technology combines high efficiency with a compact format and contributes to enhanced energy efficiency and a significant reduction in emissions of carbon dioxide and harmful particles regardless of application. The year in brief The year 2025 followed a different profile than previous years, with revenue more evenly distributed across quarters rather than concentrated at year-end. This weighed on our fourth-quarter revenue and profitability versus 2024 but reflects better execution discipline and a healthier operating rhythm. We achieved positive EBITDA for the full year despite a lower-than-planned net sales and FX-impacted top line, partly offset by IP-related revenues that remain an integrated and value-creating part of our business model. 2025 was a record year in several aspects, yet still below our long-term ambi- tion. Positive EBITDA at a lower top line confirms progress in execution and cost control, while underlining the need to scale revenue more consistently and pre- dictably. We see the year as evidence that our fundamentals are strengthening and remain focused on turning our technical leadership and industrial readiness into sustained profitability as the market matures. The performance of the Marine segment was particularly strong. The Marine System 225 received type approval from Lloyd’s Register in June. That marks a significant milestone in maritime clean energy innovation. Not long after the type approval the company secured an order, including the Marine System 225, with GMI Rederi / E-Cap Marine to supply two hydrogen-powered bulk carriers, the world’s first of their kind. In March the company received its first groundbreaking order for the M2Power 250 system from a leading European shipyard. This milestone marked the first commercial sale of a fully integrated methanol-to-power solution. The M2Power 250 system converts methanol into clean electricity to support the vessel’s internal electrical systems. The company also signed an agreement with a leading Italian marine OEM for development and delivery of PowerCell’s next generation system, a 1 MW marine fuel cell solution based on the MW-class stack platform. This being the first commercial order for the new platform indicating a strong signal from the market’s interest in more powerful space-efficient fuel cell systems. In the Power Generation segment the company launched its first product in the new Power Generation portfolio, PS190. The Power Generation portfolio is a dedicated, industrialized product family designed to support the growing need to reliable, zero-emission poer in data centers, distributed energy, backup power and other mission-critical applications. The traction in Power Generation through our PS190 generated a field validation agreement with a US-based data center provider. As well as an order from the Norwegian system integrator Enetech AS. The company also secured an order from Zeppelin Power Systems, where the project is part of an EU-funded initiative in Greece. This demonstrates how industrial players are stepping into the hydrogen value chain to deliver reliable, zero-emission power for both off-grid and backup applications. PowerCell expanded the strategic partnership with Robert Bosch GmbH (Bosch) to accelerate the fuel cell adoption in China. The long-term collabora- tions deepened when Bosch acquired IP rights to adopt PowerCell’s S3 stack for the Chinese market. In the second half of the year the company decided to change the manage- ment structure in order to position PowerCell for the next growth phase. A way to be able to strengthen focus and to speed up execution. A setup to accelerate decisions, facilitate coordination and articulate accountability. Sales and earnings The Group’s net sales for 2025 totalled MSEK 385.0 (334.3), corresponding to an increase of 15 percent driven by strong performance in the marince segment and largely impacted by license fees received during the year. Royalty and license fee from Robert Bosch GmbH totalled MSEK 112.1 (37.8) during the year. The gross margin amounted to 45.2 percent (34.8). The positive develop- ment is mainly explained by the impact of the license fees received in the second quarter. At the same time, compared to last year, it was held back by negative currency effects. The negative currency effects that followed re-evalu a ting project reported as percentage of completion amounted to approximately SEK –21.4m (7.2). The operation profit improved materially compared to the previous year due to a more industrialised portfolio, stronger project execution and sus- tained cost discipline. Operating profit before items affecting comparability amounted to MSEK –22.9 (–83.7). Operating profit after items affecting com- parability amounted to MSEK –22.9 (–53.7). For 2025 there were no items affecting comparability. The item affecting comparability for 2024 comprises a government loan of MSEK 30 that was converted into a grant in May 2024. The conditional loan was granted by the Swedish Energy Agency in 2009. The contribution is recognised as other income and as an item affecting compara- bility. Cash flow from operating activities totalled MSEK –10.1 (–37.1). The cash- flow throughout the year was negatively impacted by planned working capital activities, a deliberate measure to secure supply, protecting margins and to maintain delivery readiness in a volatile market. The cashflow improving in the last quarter due to major payment milestones for projects reported as percentage of completion. Cashflow from investing activities was affected by the capitalisation of product development of MSEK –24.3 (–40.3). Cash flow from financing activities was affected by a loan amortization when a loan was conversed to a credit facility of MSEK –50. Total cash flow was MSEK –134.8 (141.0). The cash flow for 2024 is affected by reclassification of blocked bank funds of MSEK 18.5. The Parent Company’s figures are largely in line with the Group’s as the majority of operations are conducted in the Parent Company. Financial position and liquidity The Group’s financial position and liquidity are prioritised and monitored. Cash and cash equivalents on 31 December 2025 were MSEK 78.8 (218.9) and available liquidity amounted to SEK 128.8 including unused credit facility that amounted to SEK 50m. In 2024 PowerCell raised approximately MSEK 190 (before issue costs) by a direct share issue of 5.75 million shares. The issue was carried out with the aim of continuing to support the OEM commercialisation phase and accelerating the development of new products and applications. The Board assesses that available cash and cash equivalents as of 31 Decem- ber 2025 are sufficient to finance operations in the upcoming twelve months, and hence the annual report has been prepared on the basis that the assump- tion of continued operations is met. The equity/assets ratio at the end of the year was 64.6% (62.5). Acquisitions and investments Investments in property, plant and equipment in the financial year were MSEK 3.5 (6.5). Research and development The Group continued to conduct significant research and development of fuel cell platforms and fuel cell systems during the year. The costs for research and development were MSEK –114.4 (–110.9) in 2025. During the year, MSEK 24.3 (40.3) has been capitalized as product develop- ment costs. The majority of the costs pertain to the development of a new PS200-system. Amortization of the PS200-system amounted to MSEK –5.3 (–0,2). Employees Converted to full-time positions, the Group had 154 employees (147) at the end of the year. The average number of employees converted to full-time positions for 2025 were 131 (128). Environmental impact PowerCell acts responsibly and active sustainability work is therefore impor- tant for the company. PowerCell takes a holistic view centred around good business ethics, the environment, human rights, and the company’s future. The Group does not conduct any activities that are subject to notification requirements under the Swedish Environmental Code. Outlook for 2026 PowerCell is active within an industry affected by technical development and market demand driven by a need for environmental improvements. It is hard to foresee the pace and timing of market growth for hydrogen-electric solu- tions since the market environment remains uncertain: demand, regulatory pressure and customer awareness are increasingly across several segments, but geopolitical uncertainty, stricter capital discipline and cautious invest- ment behaviour continue to delay decisions, leaving a wide range of potential outcomes for 2026. But the ambition is still to generate organic growth in 2026. Future development and material risks and uncertainties PowerCell is exposed to risks and uncertainties through its operations. In the coming year, the company intends to continue the development, industriali- sation and commercialisation of its fuel cell platforms and modules. The most significant risks and uncertainties for the Group can be divided into opera- tional and financial factors: Operational risks Market-related risks The company’s products are based on fuel cell technology, which is relatively new in a commercial context. This may mean that customers replace their sys- tems at a slower rate than anticipated, despite the company’s products being better commercially and performance-wise to competing technology. 35 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Five-year summary Amounts in KSEK unless stated otherwise 2025 2024 2023 2022 2021 Net sales 384,958 334,278 310,287 244,691 159,757 Gross profit 174,168 116,171 124,012 113,023 49,034 Gross margin (%) 45.2 34.8 40.0 46.2 30.7 EBITDA* 3.9 –30.9* –48.7 –55.3 –65.8 Operating profit/loss before items affecting comparability –22,943 –83,743 –66,518 –75,019 –80,475 Operating income –22,943 –53,743 –72,575 –75,019 –81,731 Operating cash flow** –10,081 –37,109** –95,687 –120,506 –66,338 Total assets 597,939 662,440 425,114 473,946 521,328 Equity 386,532 413,703 275,434 332,874 383,451 Equity/assets ratio (%) 64.6 62.5 64.8 70.2 73.6 Current ratio 2.2 2.4 3.5 4.5 5.7 Number of shares 57,892,424 57,892,434 52,142,434 52,142,434 52,142,434 Earnings per share (SEK) –0.51 –0.82 –1.21 –1.12 –1.44 Dividend per share (SEK) — — — — — Customer dependency Until 2022, the company’s operations were primarily focused on product development. Since then, the company has delivered a larger number of prod- ucts that has been evaluated by customers. In 2025, the delivery of products to customers has continued to increase but still depends on that its continued development activities are going according to plan and not being affected by any major delays, cost increases or other difficulties. In addition, the company is dependent on its customers’ evaluation of the products and that the com- pany can increase its sales in line with the continued commercialisation. Dependence on individual suppliers PowerCell is dependent on deliveries of purchased components arriving on time and at the right quality. Should problems arise with deliveries, there is a risk that deliveries to customers will be delayed and therefore a risk that the Group will be subject to both financial and operational problems. Limited resources PowerCell is a small company with limited resources in terms of management, administration and capital. For the implementation of its strategy, it is impor- tant that resources are utilised in the company as optimally as possible. There is a risk that the company’s resources are insufficient and therefore subject to both financial and operational problems. Ability to manage growth The business will grow organically going forward. As the business grows and the workforce increases, PowerCell needs to ensure that the company always has effective planning and management processes in place to enable the implementation of the business plan in a market that is developing rapidly. Investment and the allocation of valuable management resources are required in order to manage this growth. If PowerCell does not handle growth effectively, this could have an adverse impact on earnings. Employees PowerCell’s future development depends on the company’s ability to retain and recruit committed staff with the relevant experience, expertise and dedi- cation. The company works to reduce its dependence on key individuals by documenting procedures and working methods in a professional manner. However, the risk remains that any individual who is part of the company’s management, or another key individual, will terminate their employment with the company, which, in the short term, may have a significant negative impact on the company’s operations, earnings and financial position. Financial risks The Group is exposed to various types of financial risks in its operations. The financial risks to which the Group is exposed are credit, currency, liquidity and interest rate risks. Overall responsibility for managing the Group’s financial risks, and developing methods and policy for managing financial risks is incum- bent on the company management and the Board. PowerCell has a finance policy for the Group. For further information on the financial risks, see Note 3. Significant events after the end of the financial year In January it was announced in a press release that PowerCell joins European GAMMA project, a project funded by Horizon Europe for a total of MEUR 17 to retrofit a bulk carrier with hydrogen-based fuel cell system. PowerCell signed an additional credit facility allowing customer financing within a frame of MSEK 50. In March 2026, a review of the company’s technology was published in the media. PowerCell responded to the information with a press release that pointed out that the news publication was based on an older technology that has since been replaced by new generations of technology, while PowerCell has also introduced completely new industrial processes. Dividend policy PowerCell has adopted a dividend policy that establishes the company’s long- term goal to provide its owners with a stable and increasing dividend. Dividends are proposed by the Board of Directors and resolved upon at the Annual Gen- eral Meeting in accordance with the Swedish Companies Act and the Articles of Association. Historically, PowerCell has not paid any dividends and no divi- dends were paid out for the previous financial year. PowerCell is undergoing a rapid phase of development and expansion. The current policy of the Board is that the company carries forward any profits to finance the growth and operations of the company and, accordingly, the Board does not anticipate the payment of any dividends in the years ahead. The Board therefore proposes that no dividend be paid for 2025 but that the profits are retained to finance the continued growth and operation of the business. Appropriation of earnings The following earnings are at the disposal of the AGM (SEK): Share premium reserve 737,392,233 Retained earnings –381,929,379 Net income –43,397,951 SEK 312,064,903 The Board of Directors proposes that the profits be appropriated so that the following amount can be carried forward 312,064,903 SEK 312,064,903 Regarding the company’s earnings and position in general, reference is made to the income statements and balance sheets with associated additional disclosures. Sustainability report The company has prepared a sustainability report in accordance with Chapter 6 of the Swedish Annual Accounts Act. The sustainability report has been prepared as a separate report from the annual report and is available on the company’s website. * 2024 including items affecting comparability, SEK 30m. ** 2024 is affected by reclassification of blocked bank funds of SEK18.5m. 36 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Consolidated statement of comprehensive income Amounts in KSEK Note 2025 2024 Net sales 6 384,958 334,278 Cost of goods sold 7 –210,790 –218,107 Gross profit 174,168 116,171 Sales and administration costs 7, 9 –119,120 –113,334 Research and development costs 7, 9 –114,363 –110,877 Other operating income 10 54,898 48,908 Other operating costs 7, 11 –18,526 –24,611 Operating income before items affecting comparability –22,943 –83,743 Items affecting comparability 13 — 30,000 Operating income –22,943 –53,743 Financial income 2,978 8,829 Financial expenses –9,640 –2,670 Net financial items –6,662 6,159 Profit (loss) before tax –29,605 – 47,584 Income tax 14, 26 75 299 Profit (loss) for the year –29,530 – 47,285 Other comprehensive income: Items that may be reclassified to profit or loss Exchange differences from foreign operations –140 –317 Other comprehensive income for the year –140 –317 Total comprehensive income for the year –29,670 – 47,602 Profit (loss) for the year and total comprehensive income are, in their entirety, attributable to shareholders of the Parent Company. Earnings per share, calculated on profit (loss) for the year attributable to Parent Company shareholders of ordinary shares: Amounts in SEK 2025 2024 Earnings per share, basic 32 –0.51 –0.82 Earnings per share, diluted 32 –0.51 –0.82 Consolidated balance sheet Amounts in KSEK Note 2025-12-31 2024-12-31 ASSETS Non-current assets Intangible assets Software 18 3,189 6,194 Capitalized development costs 18 75,625 56,575 Total intangible assets 78,814 62,769 Right-of-use assets Right-of-use-assets 17 20,592 26,326 Total Right-of-use assets 20,592 26,326 Property, plant and equipment Machinery and vehicles 16 17,196 23,650 Equipment, tools, fixtures and fittings 16 1,727 1,790 Total property, plant and equipment 18,923 25,440 Deferred tax assets Deferred tax assets 14, 26 526 413 Total deferred tax assets 526 413 Long-term trade receivables 19, 20 39,407 — Total non-current assets 158 262 114,948 37 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Amounts in KSEK Note 2025-12-31 2024-12-31 Current assets Inventories Raw materials and consumables 21 164,217 120,001 Products in progress 21 23,042 8,301 Inventories of finished goods 21 29,574 15,878 Total inventories 216,833 144,180 Current receivables Trade receivables 19, 20 24,894 35,349 Current tax asset 2,434 2,252 Contractual assets 28 93,546 113,484 Other current receivables 19, 22 15,944 25,992 Prepaid costs and accrued income 23 7,203 7,316 Total current receivables 144,021 184,393 Cash and cash equivalents 19, 24, 31 78,823 218,919 Total current assets 439,677 547,492 TOTAL ASSETS 597,939 662,440 Consolidated balance sheet (cont.) Amounts in KSEK Note 2025-12-31 2024-12-31 EQUITY AND LIABILITIES Equity attributable to Parent Company shareholders 25 Share capital 1,274 1,274 Other contributed capital 816,892 816,892 Reserves –457 –317 Retained earnings (including profit (loss) for the year) –431,177 –404,146 Total equity attributable to Parent Company shareholders 386,532 413,703 Liabilities Non-current liabilities Liabilities leases 27 12,370 17,173 Deferred tax liability 26 179 395 Total non-current liabilities 12,549 17,568 Current liabilities Liabilities leases 27 6,685 6,646 Contractual liabilities 28 16,343 5,106 Trade payables 19 85,753 73,312 Short-term loans 19, 27, 31 — 50,000 Other current liabilities 9,771 10,249 Provisions 5,121 5,890 Accrued costs and prepaid income 29 75,185 79,966 Total current liabilities 198,858 231,169 Total liabilities 211,407 248,737 TOTAL EQUITY AND LIABILITIES 597,939 662,440 38 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Consolidated statement of changes in equity Attributable to shareholders of the Parent Company Amounts in KSEK Note Share capital Other contributed capital Reserves Retained earnings incl. profit (loss) for the year Total equity Opening balance at 1 January 2024 25 1,147 635,007 — –360,720 275,434 Profit (loss) for the year — — — – 47,285 – 47,285 Other comprehensive income for the year — — –317 — –317 Total comprehensive income for the year — — –317 – 47,285 – 47,602 Transactions with shareholders in their role as owners New share issue 127 181,885 — — 182,012 Share-based benefits 9 — — — 3,859 3,859 Closing balance at 31 December 2024 25 1,274 816,892 –317 –404,146 413,703 Opening balance at 1 January 2025 25 1,274 816,892 –317 –404,146 413,703 Profit (loss) for the year — — — –29,530 –29,530 Other comprehensive income for the year — — –140 — –140 Total comprehensive income for the year — — –140 –29,530 –29,670 Transactions with shareholders in their role as owners Share-based benefits 9 — — — 2,499 2,499 Closing balance at 31 December 2025 25 1,274 816,892 –457 –431,177 386,532 39 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Amounts in KSEK Note 2025 2024 Cash flow from operating activities Operating profit (loss) –22,943 –53,743 Adjustments for non-cash items 35 24,548 2,183 Interest received 1,269 1,416 Interest paid –2,447 –2,395 Tax paid 272 –413 Cash flow from operating activities before changes in working capital 699 –52,952 Cash flow from changes in working capital Increase/decrease of inventories –72,647 –26,542 Increase/decrease of trade receivables 13,410 32,481 Increase/decrease of other receivables * 30,894 –71,429 Increase/decrease of trade payables 23,733 41,260 Increase/decrease of other liabilities –6,170 40,073 Total changes in working capital * –10,780 15,843 Cash flow from operating activities * –10,081 –37,109 Cash flow from investing activities Acquisitions of tangible and intangible assets –27 936 –46 703 Sales of tangible and intangible assets — 161 Long-term trades receivables 19, 20 –39,407 — Cash flow from investing activities – 67,343 –46 542 Consolidated cash flow statement Amounts in KSEK Note 2025 2024 Cash flow from financing activities 34 New share issue — 182,012 Repayment of leasing liability –7,367 –7,321 Short-term borrowings — 50,000 Repayment of loan –50,000 — Cash flow from financing activities –57,367 224,691 Decrease/increase of cash and cash equivalents * –134,791 141,040 Exchange rate differences in cash and cash equivalents –5,305 7,070 Opening cash and cash equivalents * 218,919 70,809 Closing cash and cash equivalents * 24, 31 78,823 218,919 * 2024 is affected by reclassification of blocked bank funds of KSEK 18,539. 40 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Notes to the consolidated statements Note 1 General PowerCell Sweden AB (publ) (PowerCell), Corp. Id. No 556759-8353 is a P arent Company registered in Sweden and domiciled in Göteborg, with address Ruskvädersgatan 12, 418 34 Göteborg, Sweden. The consolidated financial statements for the financial year ending 31 December 2025, have been approved by the Board for publication on 20 April 2026. All amounts are stated in SEK thousand (KSEK) unless otherwise stated. Amounts in brackets refer to the comparative year. Amounts in tables and other compilations have been rounded off separately. Minor rounding differences may therefore occur in summations. Note 2 S ummary of material accounting policies Included in this Note is a list of material accounting policies applied in the preparation of these consolidated financial statements. The policies have been applied consistently for all year presented, unless otherwise stated. The consolidated financial statements cover the Parent Company Powercell Sweden AB (publ) and its subsidiaries. Basis of preparation The Groups consolidated financial statements have been prepared in accord- ance with International Financial Reporting Standards (IFRS) as adopted by the EU. In addition, the Annual accounts act and Swedish Financial Reporting Board’s recommendation RFR 1 has been applied. The consolidated financial statements are prepared in accordance with the cost method except for assets held for sale and financial assets and liabilities (including derivatives) measured at fair value through profit or loss. Change standards applied by the Group For 2025, no new or amended standards and interpretation statements have come into effect that have had an impact on the Group’s financial statements. The introduction of IFRS 18, which will replace IAS 1 on January 1, 2027, will result in changes in the presentation and disclosures in the financial state- ments. PowerCell is monitoring the development of IFRS 18 and is evaluating the effects on the company’s financial reports. Application will take place from the mandatory date, January 1, 2027. As retrospective application will be required, comparative information for the 2026 financial year will be restated in accordance with IFRS 18. Note 2.1 C onsolidated financial statements Subsidiaries Subsidiaries are all companies in which the Group has a controlling influence. The Group has control over a company when it is exposed to or have a right to variable returns from its participation in the company, and has the possibility to influence the return through its participation in the company. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group applies the acquisition method to recognize the Group’s business combinations. The acquisition price is the consideration paid for a subsidiary and comprise the fair value of the assets transferred, the liabilities incurred by the Group to the previous owner of the company. The consideration also includes the fair value of any asset or liability resulting from a contingent con- sideration arrangement. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition related costs are expensed as incurred. Intercompany transac- tions, balance sheet items and unrealized gains and losses on transaction between Group companies are eliminated. The accounting principles for sub- sidiaries have, when necessary, been revised in order to ensure a consistent application of the Group’s accounting principles. Note 2.2 S egment 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 per- formance of the operating segments. The CEO of PowerCell is the chief oper- ating decision maker. PowerCell has identified an operating segment which makes up the Group’s operation as a whole. The assessment is based on the operations in their entirety being reviewed regularly by the CEO, as a base for allocating resources and assessing the performance. Note 2.3 T ranslation of foreign currencies (i) Functional currency and presentation currency The entities in the Group have the local currency as their functional currency, as the local currency has been defined as the primary economic environment in which each entity operates. The consolidated accounts are presented in SEK, which is the Parent Company’s functional and the Group’s presentation currency. (ii) Transactions and balance sheet items Foreign currency transactions are translated into the functional currency, applying the exchange rates prevailing on the transaction dates. Foreign exchange rate profits and losses from such transactions and at the translation of monetary assets and liabilities in foreign currencies using the exchange rates prevailing at the balance sheet date, are recognized in operating profit (loss) in other comprehensive income. Foreign exchange rate profits and losses attributable to liabilities and cash and cash equivalents are recognized in the statement of comprehensive income as financial income and financial costs. All other foreign exchange rate profits and losses are recognized under other operating costs and other operating income, respectively. (iii) Translation of foreign Group companies Profit (loss) and financial position for all companies with a functional currency other than the reporting currency are translated to the reporting currency of the Group. Assets and liabilities for each of the balance sheets are translated from the foreign operation’s functional currency to the Group’s reporting currency, applying the exchange rates prevailing on the balance sheet date. Income and costs for each of the income statements are translated to SEK using average rate for the current month. Foreign exchange differences arising from the currency translation of foreign operations are recognized in other comprehensive income. Accumulated profit or loss are recognized in profit (loss) for the year when the foreign entity is disposed of, wholly or in part. Note 2.4 Revenue The Group’s principles for recognition of revenue from customers contracts are presented below. (i) Sales of goods The Group develops, manufactures and sells fuel cell stacks, fuel cell systems (hardware). In the majority of the cases, PowerCell will sell the hardware with- out any conditional liabilities associated with installation and support. The Group receives revenue from the sale of goods and services both over time and at a point in time. Delivery occurs when the goods have been transported to the specific location, when the risk of obsolete or lost goods have been transferred to the customer, and the customer has either accepted the goods in accordance with the agreement, the period of time for objections to the agreement has expired, or the Group has objective evidence that all criteria of acceptance are met. (ii) Sales of services The Group provides services, including: • Technical support regarding fuel cell stacks and fuel cell systems • Development services, such as customized fuel cell stacks and fuel cell systems • Service agreements The above services are recognized as separate performance obligations when the customer, separately or in connection with other available resources, can make use of such a service, and it can be contractually separated from other commitments in the agreement. In the case an agreement includes more than one performance obligation, the transaction price is allocated to each separate performance obligation, based on their independent sales prices. Technical support and development services are deemed to make up separate perfor- mance obligations, where income is recognized over time. Service agreements are recognized on a straight-line basis over the term of contract. For long-term customer assignments, within both goods and services, that involves consierable customisation and integration of goods and services and where the cost to adapt the asset and sell it to a new cusomer would not be significant the conclusion is that the asset is not deemed to have an alterna- tive use. Since the clauses in the contract include the right to payment for costs incurred in case of termination of the contract, it means that the criteria for recognising revenues fron long-term customer assignments over time are satisfied. Income and expenses are reported in relation to the degree of com- pletion of the assignment on the balance sheet date. The degree of completion of an assignment is determined in the ratio between the commissioned expenses incurred for work performed on the balance sheet date and the estimated total commission expenses. When the outcome of an assignment cannot be calculated in a reliable manner, only the amount corresponding to the incurred assignment expenses that are likely to be reimbursed by the customer is recognized as an income and other incurred assignment expenses are reported as expenses in the period in which they arise. As it is probable that the total commission expenses will exceed the total commission income, the feared loss is immediately reported as an expense in its entirety. The company have for some contracts been awarded a fee for the transfer of IP-rights at the inception of the contract and/or at certain contractual mile- stones. The fees are all considered by the management to be irrevocable and to constitute a direct exchange of services in the sense that rights have been transferred to the counterparty. Consequently, the licence fees, for IP rights, have therefore been recognized as revenue directly in connection with the signing of the agreement and/or at the achievement of the contractual mile- stones. Note 2.5 Intangible assets Capitalized expenditure for development activities Maintenance costs are expensed as incurred. Development costs directly attributable to the development of fuel cell stacks and fuel cell systems over which the Group has control, are recognized as intangible assets when the following criteria are met: • it is technically feasible to complete them so that they will be available for use; • it is the Group’s purpose to complete them so that they will be available for use or sale; • there are prerequisites to make them available for use or sale; • it is possible to prove how they are likely to generate future economic benefits; • there are adequate technical, economic and other resources to fulfill the development and to make them available for use or sale; and • the costs attributable to the assets during development can be reliably calculated. 41 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Directly attributable costs recognized as a component of development work include expenses for employees, external consultants, materials and labora - tory costs. Other development costs, that do not meet these criteria, are expensed as incurred. Development expenditure previously carried at cost is not recognized as an asset in a subsequent period. Capitalized development expenditure is recognized as intangible assets and is depreciated from the date when the asset is ready for use. The Group’s costs of research and development have in some cases been assessed as meeting the criteria for capitalization. Otherwise, the expenses have been fully recognized as costs. Software Software acquired separately, together with related costs for installation, is recognized at cost, less accumulated depreciation. The estimated useful life is normally 5 years, which corresponds to the estimated period of time during which these assets will generate cash flows. Useful lives of the Group’s intangible assets Software 5 years Capitalized development costs 5 y ears Note 2.6 Leases The Group as a lessee The Group only acts as a lessee. The Group’s leases mainly comprise the right- of-use regarding premises and equipment. The leases are recognised as a right-of-use asset with a corresponding lease liability when the leased asset is available for use by the Group. Short term leases and leases for which the underlying asset is of low value are exempted. Each lease payment should be divided between amortisation of the lease liability and a financial cost. The financial cost should be allocated over the lease term, so that each reporting period is charged with an amount corre- sponding to a fixed interest rate for the liability recognised under each period. The lease term is determined as the non-cancellable period of the lease, together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. The Group’s lease liabilities are recognised at the present value of the Group’s fixed lease payments (including in-substance fixed lease payments). Purchase options are included if it is reasonably certain that the Group will exercise the option to acquire the underlying asset. Penalties for terminating the lease are included if the lease term reflects that the lessee will exercise an option to cancel the lease. Lease payments are discounted with the interest rate implicit in the lease, if this rate can easily be determined. Otherwise, the Group’s incremental borrowing rate is applied. The Group’s right-of-use assets are recognised at cost, and include initial present value of the lease liability, adjusted for lease payment made at or before the commencement date and any initial direct expenses. Restoration costs are included in the asset if a corresponding provision for restoration costs exists. The right-of-use asset is depreciated on a straight-line basis over the asset’s useful life and the lease term, whichever is the shortest. Note 2.7 P roperty, plant and equipment Property, plant and equipment are recognized at cost less depreciation and any impairment. In cost is included expenditure directly attributable to the acquisition of the asset, and the cost of bringing it to the location and condi- tion necessary for it to be capable of operating in the manner intended by the acquisition. Additional costs are added to the asset’s carrying value or are recognized as a separate asset, depending on which is most suitable, only when it is prob- able that the future economic benefits attributable to the asset will flow to the Group and the cost of the asset can be reliably measured. The carrying value of a substituted part is derecognized. All other kinds of reparations and main- tenance are recognized at cost in the statement of comprehensive income in the period in which they occur. Depreciation of assets, in order to allocate their cost to their estimated residual value over their estimated useful lives, is done on a straight-line basis according to the following: The following depreciation periods apply: Machinery and vehicles 3 –10 years Equipment, tools and fixtures and fittings 3 –10 years The assets’ residual values and useful lives are assessed at the end of each reporting period and adjusted, if needed. The carrying value is immediately written down to its residual value if the asset’s carrying value exceeds its estimated residual value. Profit or loss from the disposal of property, plant and equipment is estab- lished through a comparison of the profit from the sales and the carrying value, and is recognized in “Other operating income” and “Other operating costs”, respectively, in the statement of comprehensive income. Note 2.8 I mpairment of non-financial assets Intangible assets not ready for use (capitalized expenditure for development activities), are not impaired, but tested annually for any indication of impair- ment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment is made in the amount to which the asset’s carrying amount exceeds the recoverable amount. The recoverable amount is the greater of an asset’s fair value, less selling expenses and the asset’s value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separate, identifiable cash flows (CGUs). Assets that have previously been impaired are tested for reversal on each balance sheet date. Note 2.9 F inancial instruments of general information Financial instruments are recognized in various balance sheet items and are further presented below. Initial recognition Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual terms and conditions of the instrument. Purchases and sales of financial instruments are reported on the trade date, that is, the date on which the Group commits itself to purchase or sell the asset. Financial instruments are initially valued at fair value plus transaction costs directly attributable to the acquisition or issuance of a financial asset or a financial liability, e.g., fees and commission fees. Classification The Group only holds financial assets and liabilities in the category amortized cost. The classification is based on the purpose for acquiring the financial asset or liability. Financial assets at amortized cost Assets held with the sole purpose of collecting contractual cash flows, and where these cash flows comprise only principal and interest, are valued at amortized cost. The carrying value of these assets are adjusted for any expected credit losses that have been recognized (refer to impairment below). Interest income from these financial assets are recognized in accordance with the effective interest method and are included in financial income. The Group’s financial assets valued at amortized cost comprise the items trade receivables (long- and short term), other receivables, accrued income and cash and cash equivalents. Financial liabilities at amortized cost The Group’s other financial assets are classified as subsequently valued at amortized cost applying the effective interest method. Other financial liabilities comprise other non-current liabilities, trade payables and a portion of other current liabilities. Borrowings Borrowings are initially recognized at fair value, net of transaction costs. Borrowings are subsequently recognized at amortized cost and any difference between the amount received (net of transaction costs), and the amount to be repaid is recognized in the statement of comprehensive income, distributed over the term of the loan, using the effective interest method. The liability is classified as current in the balance sheet, if the company does not have an unconditional right to postpone the settlement of the liability for at least twelve months after the reporting period. Derecognition of financial instruments Derecognition of financial assets Financial instruments are derecognized from the balance sheet when the con- tractual rights to receive cash flows from the instruments have expired or been transferred, and the Group has either (i) substantially transferred all of the risks and rewards associated with ownership, or (ii) not substantially transferred all of the risks and rewards associated with ownership and the Group has not retained control of the asset. Derecognition of financial liabilities Financial liabilities are derecognized from the balance sheet when the obliga- tions are settled, cancelled or has expired in any other way. The difference between the carrying value of a financial liability (or a portion of a financial liability) that has been extinguished or transferred to another party and the fee paid, including assets transferred, assets that are not cash and cash equiv- alents or assumed liabilities, are reported in the statement of comprehensive income. When the terms and conditions are re-negotiated and are not derecognized, a profit or loss is reported in the statement of comprehensive income. The profit or loss is calculated as the difference between the original contractual cash flows and the modified cash flows discounted at the original effective interest rate. Offsetting of financial instruments Financial assets and liabilities are offset and recognized with a net amount in the balance sheet only when there is a legal right to offset the recognized amounts and an intention to balance the items with a net amount, or to simul- taneously realize the asset and settle the liability. The legal right must not be dependent on future events and it must be legally binding for the Company and the counterparty, both in the normal course of business and in case of suspension of payments, insolvency or bankruptcy. Impairment of financial assets Assets recognized at amortized cost The Group assesses future credit losses associated with assets recognized at amortized cost. The Group recognizes a credit reserve for such expected credit losses on each reporting date. For trade receivables, the Group applies the simplified method of credit reserves, i.e., the reserve will correspond to the expected loss over the whole life of the trade receivable. In order to measure the credit losses, trade receivable are grouped based on credit risk character- istics and days past due. The Group applies forward-looking variables for expected credit losses. Expected credit losses are recognized in the consoli- dated statement of comprehensive income, in the items sales and administra- tive costs. note 2 cont. 42 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 2.10 In ventories Inventories are reported using the first-in, first-out method at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the on-going course of business, less applicable variable selling expenses. Note 2.11 Share capital Ordinary shares are classified as equity. Transaction costs directly attributable to the issuance of new ordinary shares are recognized, net of tax, in equity as a deduction for the proceeds of the issue. Note 2.12 B orrowing costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualified assets are recognized as a portion of the cost for these assets. All other borrowing costs are expensed as incurred. Note 2.13 Employee benefits Pension obligations Within PowerCell, there are both defined contribution plans and defined ben- efit plans. A defined contribution plan is a pension plan according to which the Group pays a fixed amount to a separate legal entity. PowerCell has no legal or constructive obligation to pay additional premiums if this legal entity does not have adequate means to pay all benefits to employees, attributable to their service in current or previous periods. The premiums are reported as personnel costs when they fall due. PowerCell’s defined benefit plans comprise the defined pension benefit obligations of the ITP 2 plan. The defined pension benefit obligations of the ITP 2 plan for retirement pensions and survivor’s pension are secured through an insurance with Alecta. According to a statement from the Swedish Financial Reporting Board, UFR 10 Accounting for the pension plan ITP 2 financed through an insurance in Alecta, this is a defined benefit multi-employer plan. For the financial year 2025, PowerCell has not had access to information in order to be able to report its proportional share of the obligations of the plan, plan assets and costs and, therefore, it has not been possible to recognize the plan as a defined benefit plan. The ITP 2 pension plan, secured through an insurance with Alecta, is therefore reported as a defined contribution plan. The premium of the defined contribution plan for retirement pensions and survivor’s pension is calculated individually, and is, among other factors, based on salary, previ- ously earned pension and expected remaining years of service. Expected premiums for the next reporting period for ITP insurances agreed with Alecta is KSEK 7,400. The collective consolidation level comprise the market value of Alecta’s assets as a percentage of the insurance obligations in accordance with Alecta’s actuarial methods and assessments, which do not comply with IAS 19. The collective consolidation level should normally be allowed to vary between 125% and 175%. If Alecta’s collective consolidation level falls below 125% or exceeds 175%, measure should be taken in order for the consolidation level to return to the normal interval. At a low consolidation, one measure might be to increase the price when signing new insurance agreements and an expansion of existing benefits. At the end of the financial year 2025, Alecta’s surplus of the collective consolidation level was, preliminary, 167 percent (162). Short-term benefits: Liabilities for salaries and remuneration, including non-monetary benefits and paid sick leave, that are expected to be settled within 12 months after the end of the financial year, are recognized as current liabilities at the non- discounted amount expected to be paid when the liabilities are settled. The cost is recognized as the services are rendered by the employees. The liability is recognized as a liability regarding employee benefits in the balance sheet. Share-based benefits Share-based payment program is classified as equity-settled transactions, and the granted instrument’s fair value at grant date is recognised over the vesting period. At each balance sheet date, the Group revises the estimates to the number of equity instruments that are expected to vest. PowerCell recog- nises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. In addition, the Group makes estimates for social costs related to the share-based payment program, which are recognized as accrued social costs. These costs are recognized in the income statement over the vesting period. The provision is periodically revalued based on the fair value of the instruments at each balance sheet date. Note 2.14 P ublic grants Public grants are reported at fair value when there is a reasonable assurance the grants will be received and the Group will meet the terms and conditions associated with the grants. Grants received before the terms and conditions to recognize them as revenue have been met, is recognized as a liability. Government grants regarding cost recovery are allocated to the same periods which the grants are intended to cover. Note 2.15 E arnings per share (i) Earnings per share, basic Earnings per share, basic, is calculated by dividing: • equity attributable to Parent Company shareholders, • with a weighted average number of ordinary shares during the period. (ii) Earnings per share, diluted For the calculation of earnings per share, diluted, the amounts are adjusted that were used for the calculation of earnings per share, basic, by taking into account: • the weighted average of the further ordinary shares that would have been outstanding at a conversion of all potential ordinary shares. note 2 cont. Note 3 Financial risk management 3.1 F inancial risk factors Through its operations, the Group is exposed to a number of different financial risks related to cash and cash equivalents, accounts receivable, trade payables and loans: market risk (including interest rate risk and currency risk), credit risk and liquidity risk. The Group strives to minimize potential unfavorable effects on the Group’s financial performance. The aim of the Group’s financial activities is to: • secure that the Group can meet its payment obligations; • manage financial risks; • secure necessary financing; and • optimize the Group’s net financial income. Credit risk is managed by Group management. If the customers have been valuated by an independent valuator, these valuations are used. In the cases where there is no independent credit rating, a risk assessment is made of the customer’s creditworthiness, where financial position, historical experience and other factors are taken into account. As a significant portion of the Group’s contracts have been agreed with wholly or part advance payments, or in other cases comprise customers with a strong financial position, the c ustomer related credit risk is deemed to be limited. (i) Market risk Currency risk The Group has international operations and is exposed to currency risk occur- ring from different currency exposures, mainly regarding euro (EUR). Currency risk arise from payment flows in foreign currencies, so called transaction exposure, and from the revaluation of balance items in foreign currencies and at the revaluation of foreign subsidiaries’ income statements and balance sheets to the Group’s reporting currency, which is Swedish kronor (SEK), so called balance exposure. Currency risk occurs when future business transactions or recognized assets or liabilities are nominated in a currency which is not the entity’s func- tional currency. In PowerCell, currency risk mainly occurs through cash and cash equivalents in foreign currencies (EUR) and future business transactions, mainly in the Parent Company, where a significant portion of the transactions are made in euro. 43 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Sensitivity analysis – transaction exposure Sensitivity in profit (loss) regarding changes in exchange rates mainly occurs in EUR. Significant items in the balance sheet in foreign currencies are found within trade receivables, cash and cash equivalents, contractual liabilities and trade payables. Foreign currencies 31 December 2025 31 December 2024 Trade receivables 64,295 32,881 Cash and cash equivalents* 70,354 67,410 Contractual liabilities –16,343 –5,106 Trade payables –60,720 –53,522 A weakening/strengthening of the Swedish krona against the euro of 10% with all other variables remaining constant would result in a change of the profit after tax for the financial year 2025 would have been KSEK 5,222 (4,167) lower/higher. This is mainly due to gains/losses from the revalu a tion of cash and cash equivalents and trade payables. * Cash equivalents include bank funds as well as blocked bank funds for 2024. Interest rate risk The interest rate risk during most of 2025 consists of the interest rate on the company’s overdraft facility negatively affecting the Group’s net profit when the overdraft facility is utilized. At the beginning of 2025, there was a bank loan to Nordea Bank Abp that was amortized in April. The loan was converted upon amortization into an overdraft facility that can be utilized when needed. The interest rate on the overdraft facility is Stibor +2,85% as of December 31, 2025. As of December 31, 2025, the overdraft facility was unutilized. The Group is not exposed to any significant interest rate risk. For further information, see Note 27. (ii) Credit risk Credit risk arises through participations in cash and cash equivalents, balances with banks and credit institutions and customer credit exposures, including outstanding receivables. Credit risk is managed by Group management. Historically, the Group has had a low level of bad debts, as the customers to a large extent comprise well-known customers. If the customers have been valuated by an independent valuator, these valuations are used. In the cases where there is no independent credit rating, a risk assessment is made of the customer’s creditworthiness, where financial position, historical experience and other factors are taken into account. Individual risk limits have been established based on internal and external credit ratings, in accordance with the limits established by the Board of Directors. Compliance with credit limits is monitored regularly by Group management. 31 Dec 2024 Receiv - ables not yet due 1 to 30 days past due 30 to 60 days past due 60 to120 days past due More than 120 days past due Total Expected credit loss — — — — –311 –311 Carrying amounts gross – trade receivables 17,332 9,347 1,460 3,951 3,570 35,660 31 Dec 2025 Receiv - ables not yet due 1 to 30 days past due 30 to 60 days past due 60 to120 days past due More than 120 days pastdue Total Expected credit loss — — — — — — Carrying amounts gross – trade receivables 58,757 445 762 343 3,994 64,301 (iii) Liquidity risk Through a careful liquidity management the Group secures that there are sufficient cash and cash equivalents to meet the requirements of the operating activities. At the same time, the Group secures that there are sufficient cash and cash equivalents so that debts can be paid on maturity. Group management monitors rolling forecasts for cash and cash equivalents of the Group based on expected cash flows. The below table shows the Groups non-derivative financial liabilities, cate- gorized by the time per the balance sheet date that remain until the contractual due date. Amounts in the table are the contractual, non-discounted cash flows. Future cash flows in foreign currencies and regarding variable interest rates have been calculated based on the exchange and interest rate prevailing on the balance sheet. 31 December 2024 Less than 3 months Between 3 months and 1 year Between 1 and 2 years Between 2 and 5 years Later than 5 years Total contractual cash flows Carrying value Financial liabilities Short-term loans — 50,000 — — — 50,000 50,000 Liabilities, leasing 1,693 4,933 6,491 10,642 — 23,759 23,819 Trade payables 73,312 — — — — 73,312 73,312 Total 75,005 54,933 6,491 10,642 — 147,071 147,131 31 December 2025 Less than 3 months Between 3 months and 1 year Between 1 and 2 years Between 2 and 5 years Later than 5 years Total contractual cash flows Carrying value Financial liabilities Liabilities, leasing 1,842 5,421 6,970 4,824 — 19,057 19,055 Trade payables 85,753 — — — — 85,753 85,753 Total 87,595 5,421 6,970 4,824 — 104,810 104,808 note 3 cont. Note 3.2 C apital management The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal c apital structure to reduce the cost of capital. The Group assesses the capital based on the debt/equity ratio. This key performance indicator is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including the items current borrowings and non-current borrowings in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as net debt plus equity. 31 December 2025 31 December 2024 Total borrowings (Note 27) 19,055 73,819 Less: cash and cash equivalents –78,823 –218,919 Net debt (+)/Net cash (–) –59,768 –145,100 Total equity 386,532 413,703 Total capital 326,764 268,603 44 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 4 S ignificant accounting estimates and judgements The Group makes estimates and assumptions about the future. The estimates for accounting purposes that result from these will, by definition, rarely corre- spond to the actual result. The estimates and assumptions that entail a signif- icant risk of significant adjustments in reported values for assets and liabilities during the next financial year are dealt with in main features in outline below. Valuation of inventories The Group recognizes inventories of KSEK 216,833 (144,180). For 2025 a reduced obsolescence reserve of KSEK –6 (–653). The reduction in the obso- lescence reserve is mainly due to the initiation of the continous process for scrapping coomponents. An obsolescence reserve is recognized if the esti- mated net sales value is lower than cost, and in connection with this, the Group makes estimates and judgements regarding, among other factors, future market situation and estimated net sales values. The risk of obsolescence arises in periods of a drop in demand, and where the technological develop- ment on the markets in which the Group has operations pose a specific risk. An inability to foresee and meet the expectations of the market might result in a future need of making provisions for inventory obsolescence. Trade receivables and contracutal assets For trade receivables and contractual assets, the Group applies the simplifies method of credit reserves, i.e., the reserve will correspond to the expected loss over the whole life of the trade receivable or the contracutal asset. In order to measure the credit losses, trade receivable are grouped based on credit risk characteristics and days past due. The Group applies forward-look- ing variables for expected credit losses. This method implies that certain judgements need to be made r egarding the p robability that a trade receivable or contractual asset will flow to the Group. D uring the year, a credit provision of KSEK 0 (311) was made. Deferred tax liabilities and tax assets Significant judgements are made in order to determine deferred tax liabilities and tax assets, not least regarding deferred tax assets. The Company need to assess the probability that the deferred tax assets will be utilized to offset future taxable profits. At the end of 2025 the Group had losses carried-forward of approximately KSEK 567,978 (530,915) that had not been valued based on the assessment that a utilization must be probable. Thus, changed assessments for the proba- bility of utilization can impact the performance both negatively as p ositively. Unutilized losses carried-forward for 2024 is adjusted by KSEK 1,181 due to chaged taxation for the 2023 financial year. Intangible assets The Group’s costs of research and development have in some cases been deemed to met the requirements to be capitalized, see Note 18. Otherwise the expenses have been expensed in their entirety. During the year, MSEK 24.3 (40.3) has been capitalized as intangible assets. The majority of the activations relate to the development of a new PS200 system and a smaller part relates to the development of a 5 kW system for vehicles that need auxiliary power to operate, for example, cooling or heating systems. These capitalizations are subject to impairment testing at the balance sheet date. If the development projects is deemed not to lead to saleable products or if the market’s demand for the products is lower than what management has forecasted, the asset may have to be written down. Percentage of completion For long-term customer contracts that involves considerable customisation and integration and where the cost to adapt the asset and sell it to a new cus- tomer would not be significant, is considererd to be an asset without an alter- native use. If there is also a clause that includes the right to payment for costs inclurred in case of termination of the contract, it is considered that the crite- ria is met for recognising revenues over time. For these contracts the percent- age of completion method is applied and involves judgement from manage- ment. The degree of completion of an assignment is determined in the ratio between the the commissioned expenses incurred for work performed and the materials used on the balance sheet date and the estimated total commis- sion expenses. When the outcome of an assignment cannot be calculated in a reliable manner, only the amount corresponding to the incurred assignment expenses that are likely to be reimbursed by the customer is recognized as an income and other incurred assignment expenses are reported as expenses in the period in which they arise. As part of the ongoing operations, reviewing risks in projects and total expenses forecasts are included. This review may result in corrections to project estimates, both positive and n egative. The reporting of long-term customer contracts also affects balance sheet items such as contractual assets and contractual liabilities and, where applicable, provisions for loss contracts. During the year, MSEK 203.4 (188.3) has been rec- ognized according to successive profit deductions. Warranty provision Warranty provisions is based upon management’s best estimates of amounts necessary to settle future and existing claims. Regular evaluations are made of these provisions, and adjustments are made when appropriate. The future realized outcome for settling warranty claims can differ from the provision recorded. Note 5 Segment information Description of segments and main activities PowerCell’s CEO is the chief operating decision maker and evaluates financial position and performance and makes strategic decisions. The CEO has estab- lished operating segments based on the information processed and which is used as a base for allocating resources and to evaluate performance. The CEO monitors and evaluates the Group from an operating segment, which is the Group in its entirety. The CEO uses mainly the operating income in the assessment of the Group’s performance. All fixed assets are found in Sweden. Note 6 Net sales Revenue The Group receives revenue from the transfer of goods and services both over time and at a point in time in the following categories and from the below geographic markets. 2025 2024 Revenue from external customers Hardware 37,025 71,278 Services 134,181 36,901 Royalty fees 10,376 37,787 Projects according to percentage of completion 203,376 188,312 Total 384,958 334,278 Revenue from external customers per country, based on where customers are located: Net sales by geographic market: 2025 2024 Sweden 6,748 3,031 Germany 149,055 71,429 Netherland 42,539 12,047 US* –3,369 21,204 Norway 12,198 100,575 Italy 133,320 87,284 Other 44,467 44,826 Total 384,958 334,278 The Group has for 2025 three external customers, which individually exceed 10% of the Group´ s total revenues. Revenue per customer amounts to approx- imately KSEK 127,075, KSEK 112,136 respectively KSEK 42,473. For 2024 the Group had three external customers, which individually exceed 10% of the Group´ s total revenues. Revenue per customer amounts to approximately KSEK 99,716, KSEK 83,788 respectively KSEK 37,823. * 2 025 was affected negatively by currency effects following re-evaluating projects reported as percentage of completion. 45 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 7 C osts by nature 2025 2024 Cost of sold goods 210,790 218,107 Other external costs 76,557 105,997 Expected credit losses –191 311 Personnel costs 130,243 95,046 Depreciation of tangible assets 18,581 19,846 Depreciation of intangible assets 8,293 3,011 Other operating costs 18,526 24,611 Total 462,799 466,929 Note 8 Auditors’ fees 2025 2024 Öhrlings PricewaterhouseCoppers AB Audit assignment 1,216 1,441 Audit activities in addition to the audit a ssignment 98 242 Other services 70 92 Total 1,384 1,775 2025 2024 Salaries and other remuneration 122,889 102,579 Share-based benefits 2,499 3,859 Social security contributions 37,864 30,458 Pension costs – defined contribution plans 17,390 13,424 Total employee benefits 180,642 150,320 Salaries and other remuneration and social security contributions 2025 2024 Salaries and other remunera - tion (of which bonuses) Social security contribu - tions (of which pen - sion costs) Salaries and other remunera - tion (of which bonuses) Social security contribu - tions (of which pen - sion costs) Directors of the Board, presidents and other senior executives 33,747 (4,135) 17,662 (7,938) 25,032 (1,341) 13,280 (6,294) Other employees 91,641 (5,501) 37, 592 (9,452) 81,407 (1,811) 30,601 (7,130) Group total 125,388 55,254 106,439 43,881 Ratio of the annual total compensation for the organization’s highest-paid individual to the median annual total compensation for all employees (excluding the highest-paid individual): 9,7 (8.8). Ratio of the percentage increase in annual total compensation for the organization’s highest-paid individual to the median percentage increase in annual total compensation for all employees (excluding the highest-paid individual): –3.3 (–3.3). Total compensation used in calculations includes base salary, bonus, share-based benefits, pension and other benefits. Average number of employees per country 2025 2024 Average number Of which men Average number Of which men Sweden 128 94 125 95 Germany 1 1 1 1 Norway 1 1 1 1 US 1 1 1 1 Group total 131 97 128 98 Gender breakdown (incl. subsidiaries) for Director of the Board and other senior executives 2025 2024 Average number Of which men Average number Of which men Directors 7 4 7 4 CEO and other senior executives 10 7 11 8 Group total 17 11 18 12 Note 9 Employee benefits, etc. 46 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Remuneration and other benefits to senior executives 2025 KSEK Director’s fees/ Basic salary Variable remuneration Other benefits Pension costs Share-based benefits Total Chairman of the Board Magnus Jonsson 802 — — — — 802 Director Nicolas Boutin 307 — — — — 307 Director Helen Fasth Gillstedt 515 — — — — 515 Director Riku-Pekka Hägg 307 — — — — 307 Director Uwe Hillmann — — — — — — Director Annette Malm Justad 455 — — — — 455 Director Karin Ryttberg-Wallgren 351 — — — — 351 CEO Richard Berkling 3,403 681 109 1,018 1,265 6,476 Other senior executives (9 individuals*) 20,052 3,454 839 6,920 1,205 32,470 Group total 26,192 4,135 948 7,938 2,470 41,683 Remuneration and other benefits to senior executives 2024 KSEK Director’s fees/ Basic salary Variable remuneration Other benefits Pension costs Share-based benefits Total Chairman of the Board Magnus Jonsson 717 — — — — 717 Director Nicolas Boutin 280 — — — — 280 Director Helen Fasth Gillstedt 458 — — — — 458 Director Riku-Pekka Hägg 280 — — — — 280 Director Uwe Hillmann — — — — — — Director Annette Malm Justad 403 — — — — 403 Director Karin Ryttberg-Wallgren 314 — — — — 314 CEO Richard Berkling 2,956 245 111 1,045 2 017 6,374 Other senior executives (10 individuals) 14,972 1,096 751 5,249 432 22,500 Group total 20,380 1,341 862 6,294 2,449 31,326 CEO and senior executives In addition to a fixed salary to the CEO and other senior executives, variable remuneration will be paid if established performance goals are achieved. The remuneration is established by the Board of Directors. During the financial year, variable remuneration amounting to KSEK 681 (245) was paid to the CEO, and KSEK 3,454 (1,096) to other senior executives. Other benefits comprise KSEK 948 (862), mainly consisting of car compen- sations of KSEK 888 (802). Between the Company and the CEO, there is a period of notice of six months. If the termination is initiated by the Company, the CEO is entitled to three months’ severance pay. No agreements exist regarding s everance pay for other employees. * D uring the year, a reorganization was carried out, which meant that the group’s manage - ment team was reduced from 11 to 6 people as of October 1, 2025. Board of Directors According to a decision at the AGM in April 2025, Director’s fees will be paid up until the next AGM amounting to KSEK 3,075 of which KSEK 810 to the Chairman of the Board. One director waives their remuneration. Share-based benefits The general meeting of PowerCell 2021 decided to implement a performance- based long-term incentive program for certain senior executives and key per- sons in the Company (”LTI 2021”). The motives for the LTI 2021 are to reinforce the Company’s ability to retain existing workforce and recruit key personnel to the Company. The proposal has also been developed with the aim of spreading and increasing shareholding among the Participants and ensuring a common focus on long-term and sustainable growth for the C ompany, which would ensure that the shareholders’ and Participants’ i nterests are further consolidated. LTI 2021 includes maximum 28 key persons in the Company. The maximum number of Performance Share Rights that can be allotted in the program is limited to 390 601 (corresponding to equal number of shares in the company. The Performance Share Rights mean that Participants in the program are enti- tled to receive free of charge one warrant in the Company for each Performance Share Right with a right for its holder to acquire one share in the C ompany at a price corresponding to the quota value of the share at the time the shares are subscribed (currently SEK 0.022), provided that vesting conditions stated below are fulfilled. After a vesting period of five years the participants will be allotted warrants in the Company free of charge, provided that certain vesting conditions are fulfilled. In order for these Performance Share Rights to entitle the Participant to an allotment, the Participant must have chosen to retain his/her assignment in the Company under the current vesting period until 1 January 2026. The Performance Share Rights are gradually vested over approximately five years, corresponding to five periods until 1 January 2026 (each such period is a ”vesting period”). In addition to the above conditions, the Performance Share Rights are subject to performance conditions based on the extent the Company achieves certain milestones set by the Board for respective vesting period. In addition to fulfilling the performance conditions, the annual outcome of LTI 2021 depends on the annual development of PowerCell’s share price in relation to average annual share price development for all companies whose shares are listed for trading on the stock exchange where PowerCell’s shares, at any given time, are listed. One warrant, for each Performance Share Right vested, is distributed to the participant in connection to the Annual General meeting 2026. The participant will then have the right to exercise the warrants until 1 July 2026. The value for one warrant has been estimated to SEK 151.08 in December 2021. This valuation is based on a MonteCarlo-model that has conducted 100,000 simulations for each period. The most important assumptions, apart from the program conditions, are risk free interest rate, which has been set to the interest rate of Swedish Government Bonds with corresponding duration, and volatility, where historical volatility of PowerCell share (61.3%) and for the OMX Nordic First North (14.2%) has been used. Potential dividends are not considered in the valuation. Revaluation has then been done in December 2022, December 2023, December 2024 and December 2025, for which the result affects the participants for the respective year, as well as social contri- butions for all participants in the program regardless of the year they joined the program. For 2025, LTI 2021 entailed a cost in the income statement of MSEK 2.3 (3.7) (including a cost reduction of MSEK –0.2 (–0.1) for social security contribu- tions). The total provision for social security contributions in the balance sheet amounts to MSEK 0.8 (1.0). note 9 cont. 47 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 10 O ther operating income 2025 2024 Contributions attributable to the financing of projects and government grants 25,787 30,735 Exchange-rate differences 28,400 16,913 Profit on disposal of fixed assets — 161 Other 711 1,099 Total 54,898 48,908 Note 11 O ther operating costs 2025 2024 Exchange-rate differences 18,526 24,611 Total 18,526 24,611 Note 12 E xchange rate differences – net Exchange rate differences have been reported in the statement of compre h ensive income according to the following: 2025 2024 Other operating income (Note 10) 28,400 16,913 Other operating costs (Note 11) –18,526 –24,611 Total 9,874 –7,698 Note 13 I tems affecting comparability Items affecting comparability consists of the following: 2025 2024 Government loan converted into a grant — 30,000 Total — 30,000 Items affecting comparability refer to significant income or expense items that are reported separately due to the significance of their nature or amount. The transactions must not be close to the day-to-day operations. Note 14 Income tax 2025 2024 Current tax Tax on profit for the year –253 –51 Total current tax –253 –51 Deferred tax Occurrence and reversal of temporary differences 328 350 Total deferred tax 328 350 Total income tax 75 299 Income tax of on the Group’s operating income before tax differs from the theoretical amount that would have appeared at the use of the Swedish tax rate for the profit of the consolidated companies according to the following: 2025 2024 Profit (loss) before tax –29,605 –47,584 Income tax calculated according to the Swedish tax rate 20.6% (20.6). 6,099 9,802 Tax effects from: Non-deductible costs –2,241 –1,525 Losses carried-forward, for which no deferred tax asset is recognized –3,783 –7,978 Income tax 75 299 Weighted average tax rate for the Group was 1% (1). Note 15 I nvestments in subsidiaries The Group had the following subsidiaries on 31 December 2025: Name Country of registration and operations Operations Share of ordinary shares directly owned by the Parent Company Share of ordinary shares directly owned by the Group (%) Powercell Deutsch - land GmbH Germany Research organisation 100 100 Powercell Warrants One AB Sweden Adminis tration 100 100 Powercell Norway AS Norway Adminis tration 100 100 Powercell Inc. US Sales organisation 100 100 Note 16 P roperty, plant and equipment Machinery and other technical facilities Equipment, tools, fixtures and fittings Total Financial year 2024 Opening carrying value 28,648 4,728 33,376 Purchase 3,025 3,442 6,467 Reclassifications 2,151 –5,139 –2,988 Depreciation –10,174 –1,241 –11,415 Closing carrying value 23,650 1,790 25,440 At 31 December 2024 Cost 121,250 9,339 130,589 Accumulated depreciation –97,600 –7, 549 –105,149 Carrying value 23,650 1,790 25,440 Financial year 2025 Opening carrying value 23,650 1,790 25,440 Purchase 2,672 844 3,516 Depreciation –9,126 –907 –10,033 Closing carrying value 17,196 1,727 18,923 At 31 December 2025 Cost 123,922 10,183 134,105 Accumulated depreciation –106,726 –8,456 –115,182 Carrying value 17,196 1,727 18,923 Depreciation of KSEK 10,033 (11,415) are allocated between research and development costs and selling and administrative costs in the consolidated statement of comprehensive income. Tangible fixed assets in the Group is mainly located in the Swedish parent company Powercell Sweden AB. 48 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Right-of-use assets Premises Machinery Other Total Financial year 2024 Opening balance 24,876 4,903 2,059 31,838 Additions 1,655 — 1,789 3,444 Prematurely terminated contracts — –2 744 –1,625 –4,369 Depreciation –5 442 1 200 –344 –4,586 Closing balance 21,089 3,359 1,879 26,327 At 31 December 2024 Cost 49,355 11,644 3,626 64,625 Accumulated depreciation and write-downs –28,266 –8,285 –1,747 –38,298 Carrying value 21,089 3,359 1,879 26,327 Financial year 2025 Opening balance 21,089 3,359 1,879 26,327 Additions 353 — 2,486 2,839 Prematurely terminated contracts — –594 –1,089 –1,683 Depreciation –5,594 –590 –707 –6,891 Closing balance 15,848 2,175 2,569 20,592 At 31 December 2025 Cost 49,708 11,050 5,023 65,781 Accumulated depreciation and write-downs –33,860 –8,875 –2,454 –45,189 Carrying value 15,848 2,175 2,569 20,592 Lease liabilities 31 Dec 2025 31 Dec 2024 Long-term lease liabilities 12,370 17,173 Short-term lease liabilities 6,685 6,646 Total lease liabilities 19,055 23,819 Disclosures • Interest expenses of KSEK 669 (867) is presented as part of the financial expenses. • Expenses attributable to short-term lease agreements, which are included in operating costs amount to KSEK 746 (929). • Expenses attributable to lease agreements for which the underlying asset is of low value and not short-term lease agreements are included in operating costs and amount to KSEK 438 (408). • Expenses attributable to variable lease payments not included in the lease liabilities amount to KSEK 168 (168), which are included in operating costs. • The total cash flow related to lease agreements in 2025 was KSEK -9,585 (9,524), including recognized agreements of a shorter nature and of lower value. • Maturity analysis of lease liabilities, see Note 3. Note 18 Intangible assets Product develop - ment Software Total Financial year 2024 Opening carrying value 16,490 5,996 22,486 Purchase 40,326 — 40,326 Reclassifications — 2,967 2,967 Depreciation –241 –2,769 –3,010 Closing carrying value 56,575 6,194 62,769 At 31 December 2024 Cost 56,816 14,772 71,588 Accumulated depreciation, amortization and impairments –241 –8,578 –8,819 Carrying value 56,575 6,194 62,769 Financial year 2025 Opening carrying value 56,575 6,194 62,769 Purchase 24,338 — 24,338 Depreciation –5,288 –3,005 –8,293 Closing carrying value 75,625 3,189 78,814 At 31 December 2025 Cost 81,154 14,772 95,926 Accumulated depreciation, amortization and impairments –5,529 –11,583 –17,112 Carrying value 75,625 3,189 78,814 Depreciation of KSEK 8,293 (3,010) are allocated between research and prod- uct development costs and selling and administrative costs in the consoli- dated statement of comprehensive income. The capitalized product develepment costs can be found in the group. The capitalized product development costs are tested for impairment at the balance sheet date and the assessment is that the development projects follow the plan to create saleable products and that the market’s demand for the products is in line with what the management previously assessed. The calculations for 2025 used a discount rate of 12 %. This yearsäs impairement test did not result in any impariment. Note 19 Fi nancial instruments per c ategory 31 Dec 2024 Financial assets at amortized cost Total Assets in the balance sheet Trade receivables 35,349 35,349 Other current receivables* 21,917 21,917 Cash and cash equivalents 218,919 218,919 Total 276,185 276,185 31 Dec 2024 Financial liabilities at amortized cost Total Liabilities in the balance sheet Trade payables 73,312 73,312 Short-term loans 50,000 50,000 Total 123,312 123,312 31 Dec 2025 Financial assets at amortized cost Total Assets in the balance sheet Long-term trade receivables 39,407 39,407 Trade receivables 24,894 24,894 Other current receivables* 13,323 13,323 Cash and cash equivalents 78,823 78,823 Total 156,447 156,447 31 Dec 2025 Financial liabilities at amortized cost Total Liabilities in the balance sheet Trade payables 85,753 85,753 Total 85,753 85,753 * Part of the post does not refer to financial instruments. No items are valued at fair value. Note 17 Right-of-use-assets 49 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 20 Trade receivables 31 Dec 2025 31 Dec 2024 Long-term trade receivables 39,407 — Trade receivables 24,894 35,660 Provision for expected credit losses — –311 Trade receivables – net 64,301 35,349 Recognized amounts, per currency, for the Group’s trade receivables and other receivables are: 31 Dec 2025 31 Dec 2024 SEK 6 2,468 EUR 59,386 31,754 USD 4,909 1,127 Total 64,301 35,349 The maximum exposure to credit risk at the balance sheet date for trade receivables correspond to its carrying value, as the discount effect is insignificant. The long-term trade receivables mature between 2027 and 2030 and con- sist mainly of invoices for licenses. No trade receivables have been pledged as assets for any liability. Note 21 Inventories 31 Dec 2025 31 Dec 2024 Raw materials and consumables 164,217 120,001 Products in progress 23,042 8,301 Inventories of finished goods 29,574 15,878 Total 216,833 144,180 The cost of inventories recognized is included in the item cost of goods sold in the consolidated statement of comprehensive income and amounts to KSEK 210,790 (218,107). Note 22 O ther current receivables 31 Dec 2025 31 Dec 2024 Tax account 26 1,076 Blocked bank funds 10,818 18,539 Advance payments, suppliers 2,248 3,263 VAT receivable 2,624 2,999 Other 228 115 Total 15,944 25,992 Note 23 P repaid costs and accrued income 31 Dec 2025 31 Dec 2024 Prepaid rent 1,614 1,600 Accrued income, on-going grant projects 1,532 1,334 Other prepaid costs 4,020 3,859 Other accrued income 37 523 Total 7,203 7,316 Note 24 C ash and cash equivalents 31 Dec 2025 31 Dec 2024 Bank deposits 78,823 218,919 Total 78,823 218,919 Note 25 Equity Number of shares Share capital Other contri buted capital As of 1 January 2024 52,142,434 1,147 635,007 New share issue 5,750 000 127 181,885 As of 31 December 2024 52,892,434 1,274 816,892 As of 31 December 2025 57,892,434 1,274 816,892 As of 31 December 2025 share capital consists of 57,892,434 ordinary shares with a par value of SEK 0.022. All shares issued by the Parent Company are fully paid. The reserves consist entirely of a translation reserve. The translation reserve includes exchange rate differences that arise as a result of the income statement and balance sheet for all group companies being translated into the group’s reporting currency. Note 26 Deferred tax Deferred tax debt consists entirely of deferred tax related to temporary differences in leases recognized in the balance sheet. Reported deferred tax assets consist of future deductions for pension payments. Deferred tax assets are recognized for taxable carry-forwards or other deductions to the extent that it is probable that they can be offset against future taxable profits. No deferred tax asset concerning losses carried-forward is recognized, as the Parent Company is not deemed to meet the criteria to recognize deferred tax in accordance with IAS 12. Unutilized losses carried- f orward in P arent Company for which no deferred tax asset has been recognized amount to KSEK 567,978 on 31 December 2025 (530,915). Unutilized losses carried- forward for 2024 is adjusted by KSEK 1,181 due to changed taxation for the 2023 financial year. The losses carried-forward do not fall due at any point in time. Note 27 Borrowings 31 Dec 2025 31 Dec 2024 Non-current Lease liabilities 12,370 17,173 Total 12,370 17,173 Current Lease liabilities 6,685 6,646 New borrowings Nordea Bank Abp — 50,000 Total 6,685 56,646 Total borrowings 19,055 73,819 The term period for the Nordea loan was 2024-06-27 to 2025-06-27. As of 31 December 2025, the Company also has an unutilized credit facility of SEK 50m provided by Nordea. Carrying value 31 Dec 2025 31 Dec 2024 Short-term loans — 50,000 Lease liabilities 19,055 23,820 Total 19,055 73,820 50 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 28 C ontractual assets and contractual liabilities 31 Dec 2025 31 Dec 2024 Contractual assets 93,546 113,484 Contractual liabilities –16,343 –5,106 Total 77,203 108,378 Contractual liabilities consist entirely of payments in advances from customers and these have increased by 220%. The increase is mainly due to the fact that there have been more projects during 2025. Contractual assets have decreased by 18% and refer to project that are reported in accordance with the principles for revenue recognition and where the Group has a conditional right to payment and these have decreased in size, see Note 2 and 4. Remaining unfulfilled agreements The total amount of the transaction price allocated to agreements that are unfulfilled or partly unfulfilled as of 31 December 2025 is KSEK 244,781. Of these, management makes the assessment that 54% will be fulfilled during the next year. Of the contractual liabilities at 31 December 2024 has 79% been fulfilled during 2025. Note 29 A ccrued costs and prepaid income 31 Dec 2025 31 Dec 2024 Accrued vacation pay liability 12,577 10,209 Accrued social costs 8,800 6,312 Accrued salaries 20,317 7,763 Other prepaid income 29,249 36,363 Other items 4,242 19,319 Total 75,185 79,966 Note 30 Provisions 31 Dec 2025 31 Dec 2024 Warranty provision 5,121 5,890 Total 5,121 5,890 The warranty provision includes the estimated costs related to repairing any defective products within the warranty period. The warranty period is usually between 12–24 months. Note 31 Contingent liabilities and pledged collateral The Group has no contingent liabilities. 31 Dec 2025 31 Dec 2024 Pledged collateral Business mortgage 50,000 50,000 Blocked bank funds* 10,818 18 539 Total 60,818 68,539 *Reported as Other current receivables. Note 32 E arnings per share SEK 2025 2024 Earnings per share, basic –0.51 –0.82 Earnings per share, diluted –0.51 –0.82 Performance measures used in the c alculation of earnings per share Operating income attributable to the shareholders of the Parent Company used at the calculation of earnings per share, basic and diluted Profit (loss) attributable to Parent Company shareholders, KSEK –29,670 – 47,602 Number Weighted average number of ordinary shares at the calculation of earnings per share, basic 57,892,434 52,142,434 Adjustment for the calculation of earnings per share, diluted* 57,892,434 52,142,434 * N o dilution effect for potential ordinary shares s calculated when Group reports negative earnings per share for both the financial year and the comparison year. The Company has a performance based long-term incentive program for c ertain senior executives and key employees , decided by the AGM in 2021 which ends 2025. The maximum dilution from this program amounts to 0.97 percent. Note 33 R elated party transactions No significant transactions took place with related parties during the period, except remuneration to the Board and senior executives, see Note 9 and 15. 51 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 34 C hanges in liabilities attributable to financing activities 2024-01-01 Cash inflow Cash outflow Non-cash items 2024-12-31 Liability Swedish Energy Agency 30,000 — — –30,000 — Liability regarding leasing 28,135 — –7,321 3,005 23,819 Liability regarding short-term loans — 50,000 — — 50,000 New share issue — 182,012 — — 182,012 Total 58,135 232,012 –7,321 –26,995 255,831 2025-01-01 Cash inflow Cash outflow Non-cash items 2025-12-31 Liability regarding leasing 23,819 — –7,367 2,603 19,055 Liability regarding short-term loans 50,000 — –50,000 — — Total 73,819 — –57,367 2,603 19,055 Note 35 A djustments for non-cash items 31 Dec 2025 31 Dec 2024 Depreciation 26,874 22,857 Warranty provision –769 2,319 Share-based benefits 2,499 3,859 Inventory obsolescence –6 –653 Loan from the Swedish Energy Agency converted into a grant — –30,000 Provision for doubtful debts –311 311 Other –3,739 3,490 Total 24,548 2,183 Note 36 E vents after the end of the reporting period In January 2026, it was announced in a press release that PowerCell joins European GAMMA project, a project funded by Horizon Europe for a total of EUR 17m to retrofit a bulk carrier with hydrogen-based fuel cell system. PowerCell has signed an additional credit facility allowing customer project financing within a frame of SEK 50m. In March 2026, a review of the company’s technology was published in the media. PowerCell responded to the information with a press release that pointed out that the news publication was based on an older technology that has since been replaced by new generations of technology, while PowerCell has also introduced completely new industrial processes. 52 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Amounts in KSEK Note 2025 2024 Net sales 2 384,958 334,278 Cost of goods sold 3 –210,790 –218,107 Gross profit 174,168 116,171 Sales and administration costs 3, 7 –115,086 –114,314 Research and development costs 3, 7 –132,816 –150,555 Other operating income 4 54,667 48,818 Other operating costs 3, 5 –18,526 –24,606 Operating profit (loss) before items affecting comparability –37,593 –124,486 Items affecting comparability 8 — 30,000 Operating profit (loss) –37,593 –94,486 Profit (loss) from financial items Profit from participations in group companies 35 –711 Interest income and similar items 3,024 8,962 Interest costs and similar items –8,977 –1,802 Profit (loss) after financial items –43,511 –88,037 Income tax 9, 13 113 134 Profit (loss) for the year –43,398 –87,903 In the Parent Company there are no items recognized as other comprehensive income, why total comprehensive income corresponds to profit (loss) for the year. Parent company income statement Parent company balance sheet Amounts in KSEK Note 2025-12-31 2024-12-31 ASSETS Non-current assets Intangible assets Software 12 3,189 6,194 Total intangible assets 3,189 6,194 Property, plant and equipment Machinery and other technical facilities 11 17,196 23,650 Equipment, tools, fixtures and fittings 11 1,727 1,790 Total property, plant and equipment 18,923 25,440 Deferred tax assets Deferred tax assets 9, 13 526 414 Total financial assets 526 414 Financial assets Participations in subsidiaries 10 3,186 1,015 Long-term trade receivables 15 39,407 — Total financial assets 42,593 1,015 Total non-current assets 65,231 33,063 53 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Amounts in KSEK Note 2025-12-31 2024-12-31 Current assets Inventories Raw materials and consumables 16 164,217 120,001 Products in progress 16 23,042 8,301 Inventories of finished goods 16 29,574 15,878 Total inventories 216,833 144,180 Current receivables Trade receivables 15 24,894 35,349 Receivables from Group companies 26 2,810 2,656 Current tax asset 2,434 2,252 Contractual assets 20 93,544 113,482 Other current receivables 17, 31 15,914 25,909 Prepaid costs and accrued income 18 7,666 7,801 Total current receivables 147,262 187,4 49 Cash and bank 14, 31 76,087 214,454 Total current assets 440,182 546,083 TOTAL ASSETS 505,413 579,146 Parent company balance sheet (cont.) Amounts in KSEK Note 2025-12-31 2024-12-31 EQUITY AND LIABILITIES Equity Restricted equity Share capital 25 1,274 1,274 Total restricted equity 1,274 1,274 Non-restricted equity Share premium reserve 737,392 737,392 Retained earnings –381,929 –296,525 Profit (loss) for the year –43,398 –87,903 Total non-restricted equity 312,065 352,964 Total equity 313,339 354,238 Current liabilities Trade payables 85,644 73,011 Other current liabilities 9,608 9,940 Contractual liabilities 20 16,343 5,106 Provisions 23 5,121 5,890 Liabilities to Group companies 26 437 1,404 Short-term loans 19 — 50,000 Accrued costs and prepaid income 21 74,921 79,557 Total current liabilities 192,074 224,908 Total liabilities 192,074 224,908 TOTAL EQUITY AND LIABILITIES 505,413 579,146 54 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Parent Company statement of changes in equity Parent Company cash flow statement Restricted equity Non-restricted equity Amounts in KSEK Note Share capital Share premium reserve Retained earnings Profit (loss) for the year Total equity Opening balance at 1 January 2024 25 1,147 555,507 –300,384 — 256,270 Profit (loss) for the year and comprehensive income — — — –87,903 –87,903 Total comprehensive income — — — –87,903 –87,903 Transactions with shareholders in their role as owners New share issue 127 181,885 — — 182,012 Share-based benefits 7 — — 3,859 — 3,859 Closing at 31 December 2024 25 1,274 737,392 –296,525 –87,903 354,238 Opening balance at 1 January 2025 25 1,274 737,392 –384,428 — 354,238 Profit (loss) for the year and comprehensive income — — — –43,398 –43,398 Total comprehensive income — — — –43,398 –43,398 Transactions with shareholders in their role as owners Share-based benefits 7 — — 2,499 — 2,499 Closing at 31 December 2025 25 1,274 737,392 –381,929 –43,398 313,339 Amounts in KSEK Note 2025 2024 Cash flow from operating activities Operating profit (loss) –37,593 –94,486 Adjustment for non-cash items 28 10,579 –6,249 Interest received –525 –88 Tax paid 528 –368 Cash flow from operating activities before changes in working capital –27,011 –101,191 Cash flow from changes in working capital Changes in inventories –72,648 –26,542 Changes in current receivables * 44,123 –41,658 Changes in current liabilities 17,191 83,160 Total changes in working capital * –11,334 14,960 Cash flow from operating activities * –38,345 -86,231 Cash flow from investing activities Shareholder contributions to group companies –2,171 — Long-term trade receivables –39,407 — Acquisitions of tangible and intangible assets –3,516 –6,467 Sale of tangible and intangible fixed assets 161 Cash flow from investing activities –45,094 –6,306 Cash flow from financing activities 27 Short-term borrowings — 50,000 Repayment of loan –50,000 — Other investments 35 — New share issue — 182,012 Cash flow from financing activities –49,965 232,012 Decrease/increase of Cash and bank balances * –133,404 139,475 Exchange rate differences in Cash and bank balances –4,964 7,001 Opening Cash and bank balances * 214,455 67,978 Closing Cash and bank balances * 14, 31 76,087 214,454 * 2024 is affected by reclassification of blocked bank funds of KSEK 18,539. 55 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Notes to the parent company statements Note 1 Parent Company accounting principles The most significant accounting policies applied in the preparation of these annual accounts are presented below. The policies have been applied consist- ently for all year presented, unless otherwise stated. The annual accounts for the Parent Company have been prepared in accordance with RFR 2 Accounting for legal entities and the Swedish Annual Accounts Act. In the cases where the Parent Company applies other accounting policies than the Group, as described in Note 2 in the consolidated accounts, these are presented below. The annual report was prepared in accordance with the cost method. The preparation of annual accounts in accordance with RFR 2 requires that qualified estimates and assessments be used for accounting purposes. Further- more, company management exercises its judgement in the application of the Parent Company’s accounting policies. Areas that comprise a high level of assessments, that are complex, or areas where estimates and assessments are significant for the annual report are presented in Note 4 of the consolidated financial statements. Through its operations, the Parent Company is exposed to a number of different financial risks: market risk (currency risk and interest rate risk), credit risk and liquidity risk. The general risk management policy of the P arent Company is focused on the unpredictability of the financial markets, and strives to minimize potential unfavorable effects on the Group’s financial per- formance. See Note 3 in the consolidated financial statements for more infor- mation on financial risks. The Parent Company applies other accounting policies than the Group in accordance with the following: All amounts are stated in SEK thousand (KSEK) unless otherwise stated. Amounts in brackets refer to the comparative year. Formats The income statement and balance sheet are in accordance with the format of the Annual Accounts Act. Statement of changes in equity is in accordance with the Group’s format, but should contain the columns stipulated in the Annual Accounts Act. Further, this entails differences in terms, mainly regarding financial income and costs and equity. Participations in subsidiaries and associated companies Participations in subsidiaries and associated companies are recognized at cost, adjusted for any impairment. In cost are included acquisition related costs and any additional purchase price. Whenever there is an indication that participations in subsidiaries or asso- ciated companies has decreased in value, a calculation of the recoverable amount is performed. If this is lower than the carrying value, an impairment is made. Impairment of participations in subsidiaries are recognized in the item “Performance from participation in Group companies” and participations in associated companies are recognizes as a cost under Profit (loss) from financial items. Financial instruments IFRS 9 is not applied in the Parent Company. Instead, the Parent Company applies the points in RFR 2 (IFRS 9 Financial instruments, pages. 3–10). Financial instruments are valued at cost. In subsequent periods, financial assets acquired as short-term investments will be recognized in accordance in accordance with the principle of the lowest value, to the lowest of cost and market value. At the calculation of the net sales value of receivables reported as current assets, the principles for impairment tests and provisions for bad debts in IFRS 9 should be applied. For an asset recognized at amortized cost at consolidated level, this implies that the provision for bad debts recognized in the consolidated financial statements should also be recognized in the Parent Company. Operational leases All leases are recognized as operational leases. Note 2 Net sales The Parent Company has recognized the following amounts, attributable to revenue, in the income statement: 2025 2024 Hardware 37,025 71,278 Services 134,181 36,901 Royalty fees 10,376 37,787 Project according to Percentage of Completion 203,376 188,312 Total 384,958 334,278 Net sales per geographical market: 2025 2024 Sweden 6,748 3,031 Germany 149,055 71,429 Netherlands 42,539 5,929 US* –3,369 21,204 Norway 12,198 100,575 Italy 133,320 87,284 Other 44,467 44,826 Total 384,958 334,278 The Parent Company has for 2025 three external customers, which share of total revenues exceed 10% individually. Revenue for each customer is approx- imately KSEK 127,075, KSEK 112,136 respectively KSEK 42,473. The Parent Company has for 2024 three external customers, which share of total revenues exceed 10% individually. Revenue for each customer is approx- imately KSEK 99,716 , KSEK 83,788 respectively KSEK 37,823. * 2025 was affected negatively by currency effects following re-evaluating projects reported as percentage of completion. Note 3 Costs by nature 2025 2024 Raw materials and consumables 210,790 218,107 Other external costs 85,954 120,189 Expected credit losses –191 311 Personnel costs 149,101 130,164 Depreciation of tangible assets 10,033 11,435 Depreciation of intangible assets 3,005 2,769 Other operating costs 18,526 24,606 Total 477,218 507,581 Note 4 Other operating income 2025 2024 Contributions attributable to the financing of p rojects and government grants 25,787 30,735 Exchange rate differences 28,282 16,913 Profit on disposal of fixed assets — 161 Other items 598 1,009 Total 54,667 48,818 Note 5 O ther operating costs 2025 2024 Exchange rate differences 18,526 24,606 Total 18,526 24,606 Note 6 Auditors’ fees 2025 2024 Öhrlings PricewaterhouseCoopers AB Audit assignment 1,216 1,441 Audit activities in addition to the audit a ssignment 98 242 Other services 70 92 Total 1,384 1,775 56 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 7 Employee benefits, etc 2025 2024 Salaries and other remuneration 118,303 98,280 Share-based benefits 2,499 3,859 Social security contributions 37,327 29,890 Pension costs – defined contribution plans 17,219 13,279 Total employee benefits 175,348 145,308 Salaries and other remuneration and social security contributions 2025 2024 Salaries and other remuneration (of which bonuses) Social security contributions (of which pension costs) Salaries and other remuneration (of which bonuses) Social security contributions (of which pension costs) Directors of the Board, presidents and other senior executives 33,747 (4,135) 17,661 (7,938) 25,032 (1,341) 13,280 (6,294) Other employees 87,055 (5,501) 36,885 (9,281) 77,107 (1,811) 29,889 (6,986) Parent Company total 120,802 54,546 102,139 43,169 Average number of employees 2025 2024 Average number Of which men Average number Of which men Parent Company total 128 94 125 95 Gender breakdown in the Parent Company for Directors of the Board and other senior executives 2025 2024 Average number Of which men Average number Of which men Directors 7 4 7 4 CEO and other senior executives 10 7 11 8 Parent Company total 17 11 18 12 Remuneration to senior executives Remuneration to senior executives 2025 2024 Salaries and other current remuneration 33,747 25,032 Pension costs 7,938 6,294 Total remuneration to senior executives 41,685 31,326 For further information on director’s fees and other remunerations for the board, CEO and other senior executives see Note 9 in the consolidated financial statements. 57 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 8 I tems affecting comparability 2025 2024 Government loan converted into a grant — 30,000 Total — 30,000 Items affecting comparability refer to significant income or expense items that are reported separately due to the significance of their nature or amount. The transactions must not be close to the day-to-day operations. Note 9 T ax on profit (loss) for the year Tax recognized in the income statement 2025 2024 Current tax Tax on profit for the year — — Total current tax — — Deferred tax Occurrence and reversal of temporary differences 113 134 Total deferred tax 113 134 Total income tax 113 134 Income tax on profit/loss before tax differs from the theoretical amount that would have appeared at the use of the tax rate for the Parent Company according to the following: 2025 2024 Profit (loss) before tax –43,511 –88,037 Income tax calculated according to the Swedish tax rate 20.6% (20.6) 8,963 18,136 Tax effects from: Non-deductible costs –2,241 –2,729 Losses carried-forward, for which no deferred tax asset is recognized –6,722 –15,407 Changes in deferred tax 113 134 Income tax 113 134 Note 10 Participations in subsidiaries 31 Dec 2025 31 Dec 2024 Opening cost 1,015 1,015 Converted Powercell Inc. 1 — Shareholder contribution Powercel Inc. 2,170 — Closing carrying value 3,186 1,015 Name Corp. Id. No Domicile and country of registra - tion and operations Num- ber of shares Carrying amount 31 Dec 2025 Carrying amount 31 Dec 2024 Powercell Deutschland GmbH HBR 28770 Frankfurt am Main — 934 934 Powercell Warrants One AB 559110-7437 Göteborg 50,000 50 50 Powercell China LTD 91310115MA 1K4F2020 Shanghai — — — Powercell Norway AS 928 054 470 Oslo 30,000 31 31 Powercell Inc. 93-3738003 (EIN) New York 100 2,171 — Note 11 P roperty, plant and equipment Machinery and other technical facilities Equipment, tools, fixtures and fittings Total Financial year 2024 Opening carrying value 28,648 4,728 33,376 Purchases 3,025 3,442 6,467 Reclassifications 2,151 –5,139 –2,988 Depreciation –10,174 –1,241 –11,415 Closing carrying value 23,650 1,790 25,440 At 31 December 2024 Cost 121,250 9,339 130,589 Accumulated depreciation –97,600 –7, 549 –105,149 Carrying value 23,650 1,790 25,440 Financial year 2025 Opening carrying value 23,650 1,790 25,440 Purchases 2,672 844 3,516 Depreciation –9,126 –907 –10,033 Closing carrying value 17,196 1,727 18,923 At 31 December 2025 Cost 123,922 10,183 134,105 Accumulated depreciation –106,726 –8,456 –115,182 Carrying value 17,196 1,727 18,923 Depreciation of KSEK 10,033 (11,415) is allocated between research and development costs and selling and administrative costs in the Parent compa- ny’s income statement. Note 12 Intangible assets Software Total Financial year 2024 Opening carrying value 5,996 5,996 Reclassifications 2,967 2,967 Depreciation –2,769 –2,769 Closing carrying value 6,194 6,194 At 31 December 2024 Cost 14,772 14,772 Accumulated depreciation –8,578 –8,578 Carrying value 6,194 6,194 Financial year 2025 Opening carrying value 6,194 6,194 Depreciation –3,005 –3,005 Closing carrying value 3,189 3,189 At 31 December 2025 Cost 14,772 14,772 Accumulated depreciation –11,583 –11,583 Carrying value 3,189 3,189 Depreciation of KSEK 3,005 (2,769) is allocated between research and development costs and selling and administrative costs in the Parent company’s income statement. 58 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 13 Deferred tax Reported deferred tax assets consist of future deductions for pension pay- ments. Deferred tax assets are recognized for taxable carry-forwards or other deductions to the extent that it is probable that they can be offset against future taxable profits. No deferred tax asset concerning losses carried-forward is recognized, as the Parent Company is not deemed to meet the criteria to recognize deferred tax in accordance with IAS 12. Unutilized losses carried- forward in P arent Company for which no deferred tax asset has been recog- nized amount to KSEK 567,978 on 31 December 2025 (530,915). Unutilized losses carried- forward for 2024 is adjusted by KSEK 1,181 due to changed tax- ation for the 2023 financial year. The losses carried-forward do not fall due at any point in time. Note 14 C ash and bank In the balance sheet and the statement of cash flows, the following items are included in the item cash and bank balances. 31 Dec 2025 31 Dec 2024 Bank deposits 76,087 214,454 Total 76,087 214,454 Note 15 Trade receivables 31 Dec 2025 31 Dec 2024 Long-term trade receivables 39,407 — Trade receivables 24,894 35,660 Provision for expected credit losses — –311 Trade receivables – net 64,301 35,349 Recognized amounts, per currency, for the Parent Company’s trade receivables and other receivables are: 31 Dec 2025 31 Dec 2024 SEK 6 2,468 EUR 59,386 31,754 USD 4,909 1,127 Total 64,301 35,349 The maximum exposure to credit risk at the balance sheet date for trade receivables and other current receivables is the carrying value according to the above. The fair value of the trade receivables correspond to its carrying value, as the discount effect is insignificant. The long-term trade receivables mature between 2027 and 2030 and con- sist mainly of invoices for licenses. No trade receivables have been pledged as assets for any liability. Note 16 Inventories 31 Dec 2025 31 Dec 2024 Raw materials and consumables 164,217 120,001 Products in progress 23,042 8,301 Inventories of finished goods 29,574 15,878 Total 216,833 144,180 The cost of inventories recognized is included in the item Cost of goods sold in the income statement and amounts to KSEK 210,790 (218,107). Note 17 O ther current receivables 31 Dec 2025 31 Dec 2024 Tax account 26 1,076 Blocked bank funds 10,818 18,539 Prepayment suppliers 2,248 3,263 VAT receivable 2,610 2,933 Other 212 98 Total 15,914 25,909 Note 18 P repaid costs and accrued income 31 Dec 2025 31 Dec 2024 Prepaid rent 1,614 1,600 Accrued income, on-going grant projects 1,517 1,326 Other prepaid costs 4,498 4,352 Other accrued income 37 523 Total 7,666 7,801 Note 20 C ontractual assets and contractual liabilities 31 Dec 2025 31 Dec 2024 Contractual assets 93,544 113,482 Contractual liabilities –16,343 –5,106 Total 77,201 108,376 Contractual liabilities consist entirely of payments in advances from custom- ers and these have increased by 220%. The increase is mainly due to the fact that there have been more projects under 2025. Contractual assets have decreased with 18% and refer to project that are reported in accordance with the principles for revenue recognition and where the Group has a conditional right to payment, see Note 2 and 4. Remaining unfulfilled agreements The total amount of the transaction price allocated to agreements that are unfulfilled or partly unfulfilled as of 31 December 2025 is KSEK 244,781. Of these, management makes the assessment that 54% will be fulfilled during the next year. Of the contractual liabilities at 31 December 2024 has 79% been fulfilled during 2025.Note 19 Borrowings See Note 27 in the Group for information on the parent company’s other long-term and short-term liabilities Note 21 A ccrued expenses and deferred income 31 Dec 2025 31 Dec 2024 Accrued vacation pay l iability 12,577 10,094 Accrued social costs 8,625 6,140 Accrued salaries 20,321 7,712 Other prepaid income 29,249 36,363 Other items 4,149 19,248 Total 74,921 79,557 59 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Note 22 Operational leases Obligations regarding operational leases The Parent Company rents, in all significant aspects, in accordance with non-cancellable operational leasing agreements. Lease terms vary between 3 and 10 years, and most leasing agreements can be extended at a fee corresponding to a market fee. Lease costs amounting to KSEK 8,233 (8,019) regarding the lease of machinery, cars and rented premises is included in the income statement for the financial year 2025. Future total minimum leasing fees for non-cancellable operational leases are according to the following: 2025 2024 Within 1 year 7,262 6,625 Between 1 and 5 years 11,795 17,133 Later than 5 years — — Total 19,057 23,758 Note 26 R elated party transactions Since 18 December 2023, Powercell Sweden AB (publ) is listed on Nasdaq Stockholm. Principal shareholder at 31 December 2025 is Robert Bosch GmbH whose participating interest is 11.2%. During last quarter 2021 a long term incentive program including manage- ment and key employees have been implemented, see Note 9 for the Group. The following related party transactions have been performed: 2025 2024 (a) Sales of goods / services — — Total — — (b) Purchase of goods / services Powercell Norway AS 2,399 2,452 Powercell Deutschland GmbH 2,371 2,738 Powercell Inc. — 6,058 Total 4,770 11,248 Receivables at year-end resulting from sales and purchases of goods and services 31 Dec 2025 31 Dec 2024 Receivables from related parties: Powercell Warrants One AB 8 438 Powercell Inc. 2,802 2,218 Total 2,810 2,656 31 Dec 2025 31 Dec 2024 Liabilities to related parties: Powercell Norway AS 192 214 Powercell Deutschland GmbH 245 530 Powercell Inc. — 660 Total 437 1,404 Note 23 Provisions 31 Dec 2025 31 Dec 2024 Warranty provisions 5,121 5,890 Total short term provisions 5,121 5,890 The warranty provision includes the estimated costs related to repairing any defective products within the warranty period. The warranty period is usually between 12–24 months. Note 24 Share-based payments See Note 9 in the consolidated financial statements for information about the Parent Company’s share-based payments. Note 25 Share capital See Note 25 in the consolidated financial statements for information about the Parent Company’s share capital. Note 27 C hanges in liabilities attributable to financing activities 2024-01-01 Cash inflow Cash outflow Non-cash items 2024-12-31 The Swedish Energy Agency 30,000 — — –30,000 — Liability regarding short-term loan — 50,000 — — 50,000 New share issue — 182,012 — — 182,012 Total 30,000 232,012 — –30,000 232,012 2025-01-01 Cash inflow Cash outflow Non-cash items 2025-12-31 Liability regarding short-term loan 50,000 — –50,000 — — Dividend Powercell China LTD — 35 — — 35 Total 50,000 35 –50,000 — 35 60 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Not 28 A djustments for non-cash items 31 Dec 2025 31 Dec 2024 Depreciation 13,038 14,204 Warranty provision –769 2,319 Share-based benefits 2,499 3,859 Inventory obsolescence –6 –653 Loan from the Swedish Energy Agency converted into a grant — –30,000 Provision for doubtful debts –311 311 Other –3,872 3,711 Total 10,579 –6,249 Note 29 E vents after the end of the reporting period See Note 36 in the consolidated financial statements for information on events after the end of the reporting period. Note 30 P roposed allocation of earnings Earnings at the disposal of the AGM: Share premium reserve 737,392,233 Retained earnings –381,929,379 Profit (loss) for the year –43,397,951 SEK 312,064,903 The Board proposes that the profit is allocated to be carried forward 312,064,903 SEK 312,064,903 Note 31 Contingent liabilities and pledged collateral The company has no contingent liabilities. 31 Dec 2025 31 Dec 2024 Pledged collateral Business mortgage 50,000 50,000 Blocked bank funds* 10,818 18,539 Total 60,818 68,539 *Reported as Other current receivables. Definition of key financial indicators In this financial report, there are references to several performance measures. Some of the measures are defined in IFRS, others are alternative performance measures and are not disclosed in accordance with applicable financial reporting frameworks or other legislations. The performance measures are used by the Group to assist both investors and management in analysing PowerCell’s business. Below the performance measures found in this financial report are described and defined. The reason for the use of the performance measure is also disclosed. Equity/assets ratio, % Equity in relation to total assets. The ratio can help investors understand how much of the company’s assets are funded by issuing stock rather than borrow- ing money and may indicate how financially stable the company may be in the long run. Earnings per share Net income is divided by the weighted average number of outstanding shares. Gross margin, % Net revenue less cost of goods sold through net revenue. Gross margin may help investors in understanding how much revenue the company retains which can be used to pay other costs. 61 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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The Group’s income statements and balance sheets will be presented to the AGM on 11 May, 2026 for adoption. The Board of Directors and the CEO hereby certify that the that the consolidated financial statements are prepared in accordance with the international accounting standards IFRS, as endorsed by the EU and give 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 Principles (GAAP) and give a true and fair view of the Parent Company’s financial position and results. The Administration Report for the Group and Parent Company gives a true and fair view of the Group’s and the Parent Company’s operations, and present significant risk and uncertainties that the Group faces. 20 April 2026 Our Auditor’s Report was submitted 20 April 2026 Öhrlings PricewaterhouseCoopers AB Fredrik Göransson Authorized Public Accountant Richard Berkling CEO Magnus Jonsson Chairman of the Board Nicolas Boutin Board member Karin Ryttberg-Wallgren Board member Riku-Pekka Hägg Board member Uwe Hillmann Board member Helen Fasth Gillstedt Board member Annette Malm Justad Board member 62 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Auditor’s report To the general meeting of the shareholders of Powercell Sweden AB (publ), corporate identity number 556759-8353 Report on the annual accounts and consolidated accounts Opinions We have audited the annual accounts and consolidated accounts of Powercell Sweden AB (publ) for the year 2025. The annual accounts and consolidated accounts of the company are included on pages 35-62 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 finan- cial position of the parent company as of 31 December 2025 and its financial performance and cash flow for the year then ended in accordance 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 December 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. We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company 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/EU) Article 11. Basis for Opinions We conducted our audit in accordance with International Standards on Audit- ing (ISA) and generally accepted auditing standards in Sweden. Our responsi- bilities under those standards are further described in the Auditor’s Responsi- bilities 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. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014/EU) Article 5.1 have been provided to the audited company or, where applicable, its parent 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. Our audit approach Audit scope We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Board of Directors and the Managing Director made subjective judgements; for example, in respect of significant accounting esti- mates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the group, the accounting processes and controls, and the industry in which the group operates. Materiality The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial state- ments are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements. Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the con- solidated financial statements as a whole. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of mis- statements, both individually and in aggregate on the financial statements as a whole. 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. Key audit matters Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters 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. Key Audit Matter Percentage of completion method Revenue recognition and profit allocation occur in several customer projects over time according to the percentage of completion method, which is based on management’s estimates and assessment of degree of completion, margin, risks and total remaining expenses. In cases where a project leads to a loss, the loss is reported as soon as it can be determined. Then reported revenues and results from projects that are reported according to successive profit settlement constitute significant items in both the profit and loss account and balance sheet for the group and based on the management’s assessments it constitutes a significant area in our audit. The degree of completion and the profit settlement is normally determined based on accrued expenses on the balance sheet date in relation to calculated total assignment expenses. The risk in the financial reporting is that the reported income and profit statement do not represent PowerCell’s fulfillment of its performance obligations in the contracts and that the actual total assignment expenses deviate from the expected outcome. This can lead to profit settlement being based on an incorrect margin. This, in turn, can lead to incorrect accruals of reported income and costs over the project’s term. Successive profit settlement of customer contracts affects, in addition to sales revenue and cost of goods sold, the balance sheet items contractual assets and contractual liabilities, accounts receivable, inventory, and, where appli- cable, provisions for loss contracts. Note 4 of the annual report describes the important estimates and judgments that the management needs to make in order to account for the projects that are reported according to the percentage of completion method. The accounting principles are described in more detail in note 2.4. How our audit addressed the Key Audit Matter Our audit has, among others, encompassed the following audit procedures: • We have made a selection of projects where we have carried out sub- stantive reviews. The selection is based on quantitative or qualitative factors where we selected customer contracts that are quantitatively significant based on contract value, revenue, profit settlement or the extent of risks in remaining processing. • For selected customer contracts we have then created an under- standing of the projects by, among other things, taking part in con- tract clauses, project plans, analyses of the degree of completion, and forecasts of remaining costs and estimated margin. • We have obtained information from the management to assess the status of the project implementation and the impact on the financial reporting. This includes total contract value, degree of completion, accruals and assessment of remaining costs and margin. • We have reconciled management’s assessments against underlying documentation and compared these with management’s assess- ments from previous periods. • We have reconciled financial information between different reports and 63 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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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 1-28, 33-34, and 65. The Board of Directors and the Managing Director are responsible for this other informa- tion. 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 consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure 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 information, 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 accordance 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 intend to liquidate the company, to cease operations, or haveno realistic alternative but to do so. The Audit Committee shall, without prejudice to the Board of Directors responsibilities and tasks in general, among other things oversee the compa- ny’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 mis- statement, 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 conducted in accordance with ISAs and gener- ally accepted auditing standards in Sweden will always detect a material mis- statement 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 responsibility for the audit of the annual accounts and consolidated accounts is available on Swedish Inspectorate of Auditors’ website: www.revisorsinspektionen.se/revisornsansvar. This description is part of the auditor´ s report. Report on other legal and regulatory requirements The auditor’s examination of the administration of the company and the pro- posed appropriations of the company’s profit or loss Opinions In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Manag- ing Director of Powercell Sweden AB (publ) for the year 2025 and the proposed appropriations of the company’s profit or loss. We recommend to the general meeting of shareholders that the profit 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 responsibili- ties 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 appropriations of the company’s profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the require- ments 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’ 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 other- wise are controlled in a reassuring manner. The Managing Director shall man- age the ongoing administration according to the Board of Directors’ guide- lines and instructions and among other matters take measures that are necessary to fulfill the company’s accounting in accordance with law and han- dle 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 member 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 guarantee 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 compa- ny’s profit or loss are not in accordance with the Companies Act. A further description of our responsibility for the audit of the administra- tion is available on Swedish Inspectorate of Auditors’ website: www.revisors- inspektionen.se/revisornsansvar. This description is 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 consolidated accounts in a format that enables uniform electronic reporting (the Esef report) pursuant to Chap- ter 16, Section 4 a of the Swedish Securities Market Act (2007:528) for Power- cell Sweden AB (publ) for the financial year 2025. 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. Basis for Opinion We have performed the examination in accordance with FAR’s recommenda- tion RevR 18 Examination of the Esef report. Our responsibility under this rec- ommendation is described in more detail in the Auditors’ responsibility sec- tion. We are independent of Powercell Sweden 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 appropri- ate 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 aggregate, 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 man- agement 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 elec- tronic reporting of the annual accounts and consolidated accounts. The pro- cedures selected depend on the auditor’s judgment, including the assess- ment 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 pro- cedures 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 XHTML format and a reconciliation of the Esef report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of whether 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. Öhrlings PricewaterhouseCoopers AB was appointed auditor of Powercell Sweden AB (publ) by the general meeting of the shareholders on the 29 april 2025 and has been the company’s auditor since the company was established in 2008. Powercell Sweden AB (publ) has been listed on the regulated market since December 2023. Gothenburg, 20 April 2026 Öhrlings PricewaterhouseCoopers AB Fredrik Göransson Authorized Public Accountant 64 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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23 April 2026 I nterim report first quarter 11 May 2026 A nnual General Meeting 16 July 2026 I nterim report second quarter 22 October 2026 I nterim report third quarter 3 February 2027 I nterim report fourth quarter and full year 2026 Financial calendar Shareholder information Information to the shareholder IR contacts Richard Berkling President and CEO +46 (0) 31 720 36 20 richard.berkling@powercellgroup.com Anders Düring Senior Vice President, CFO & IR +46 (0) 31 720 36 20 anders.during@powercellgroup.com Information about PowerCell including interim and annual reports is available on the company’s website powercellgroup.com 65 | PowerCell Group Annual Report 2025 Overview Market The share Board of directors’ reportCorporate governance Financial statements Other information
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Powercell Sweden AB (publ) Ruskvädersgatan 12 418 34 Göteborg Sverige Tel. +46 (0) 31-720 36 20 Powercell Deutschland GmbH Mainzer Landstrasse 49 60329 Frankfurt Tyskland Tel. +49 (0) 69 3085 5470 Powercell Inc. 900 3rd Avenue, 29th Floor New York, NY, 10023 www.powercellgroup.com