Notice to attend the extraordinary general meeting of Nobia AB (publ)

Nobia has convened an EGM for 18 February 2026 to approve a package of capital-structure measures including a SEK 218,266,342 reduction of share capital (without redemption) to lower the quotient value to ~SEK 0.01, a bonus issue restoring the reduced amount, and a rights issue approved by the board on 14 January 2026 to raise up to SEK 1,500 million (gross). The record date for subscription rights is 20 February 2026 with subscription running 24 February–11 March 2026; Nobia has 675,051,921 shares (2,040,637 treasury) and the largest shareholder Nordstjernan (≈25.14%) has committed to subscribe and received an exemption from a mandatory bid should its stake exceed 30% as a result of the issue. These combined measures are conditional on amendments to the articles and require a two‑thirds EGM majority, and are intended to provide liquidity/flexibility for the planned rights issue while altering share capital and share-count limits.

Analysis

Market structure: The package (share capital reduction + bonus + rights issue up to SEK 1.5bn) shifts near-term economics toward existing shareholders who subscribe while penalizing passive holders via dilution risk; underwriters (Nordstjernan, If) and a guaranteed minimum take-up create a de facto backstop that should cap downside but also increases Nordstjernan’s control optionality (could exceed 30%). The raise size is material vs FY sales (~SEK 11bn) and could fund working capital, deleveraging or M&A — each has different value impact but the market will price immediate dilution first.

Risk assessment: Key tail risks are (1) failure to pass the combined EGM resolution (2/3 threshold) which would leave planning incoherent; (2) crowded non-subscription forcing aggressive placement and deeper discount; (3) Nordstjernan converting guarantees into >30% voting power with governance changes. Near-term catalyst calendar: EGM (18 Feb), record date(s) (10 & 20 Feb), subscription window (24 Feb–11 Mar) and the board’s final pricing decision (<= five weekdays before record date).

Trade implications: Tactical equity trade favors asymmetric long exposure funded by the guarantee: if the EGM passes, consider selective long NOBI (Nasdaq Stockholm: NOBI) on >7% post-EGM weakness sized 2–3% NAV with stop -12% and a 3–6 month target +15–25% as underwriting/support and pro-rata rights recovery play out. Hedge via a limited-cost put spread protecting 10–25% downside through Mar/Apr 2026; avoid blind subscription unless the cash price <= SEK 2.50 per new share (see decision #3).

Contrarian angles: Consensus will fixate on dilution; less appreciated is control consolidation risk that can unlock strategic moves (asset sales or vertical integration) and thus create multi-quarter upside if Nordstjernan actively reorganizes. If the market over-penalizes NOBI by >15% pre-subscription, that likely creates a mean-reversion opportunity given deal backstops and relatively modest financing need vs group scale.

Key Decisions for Investors

• If the EGM (18 Feb) passes and NOBI falls >7% within two trading days, initiate a 2–3% NAV long position in NOBI (Nasdaq Stockholm: NOBI). Use limit entry; set stop-loss at -12% absolute and target a 15–25% exit within 3–6 months as underwriting support and rights mechanics reduce realised dilution.
• Buy a protective put spread sized to 2% NAV: purchase Mar/Apr 2026 puts ~10% OTM and sell deeper OTM puts (~20% OTM) to cap cost — deploy only if NOBI trades >10% below pre-announcement levels or if the EGM vote looks uncertain (<70% indicated support in pre-vote proxies).
• Do not auto-subscribe in the rights issue. Only exercise subscription rights if the subscription price is <= SEK 2.50 per share (implying new shares >=600m at full SEK1.5bn raise would be extremely dilutive); otherwise consider buying transferable rights/secondary shares post-issue where pricing inefficiency may appear.
• Monitor three hard triggers within next 30 days and act: (a) EGM vote tallies (need >=2/3 excluding Nordstjernan) — if <66% vote against, reduce exposure immediately; (b) board’s final pricing announcement (<=5 weekdays before record date) — if implied dilution >40% adjust position down; (c) Nordstjernan post-issue % — if it signals >30% voting, reassess for governance/restructuring alpha (entry for activist-driven upside).