Notice to attend the Annual General Meeting of Skanska AB (publ)

The presentations by the Chair of the Board of Directors (the "Board"), Hans Biörck, and the CEO, Anders Danielsson, will be available on the Company's website www.group.skanska.com/ after the Meeting.

Right to participate and notice of participation

Shareholders who wish to participate in the Meeting must be recorded as a shareholder in the share register prepared by Euroclear Sweden AB ("Euroclear") concerning the circumstances on Monday, March 23, 2026.

In addition, shareholders must notify its intention to participate in the Meeting:

A)   Shareholders who wish to participate in the Meeting at the meeting venue in person or by proxy must give notice of intent to participate to the Company no later than on Wednesday, March 25, 2026, via Euroclear's website, https://www.euroclear.com/sweden/generalmeetings/, or by writing to Skanska AB (publ), "Årsstämman", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 (0)8 402 92 81 on weekdays between 9.00 am and 4.00 pm CET. When giving notice of participation, please state name, personal identification number or corporate registration number, address, telephone number and, if applicable, the number of attending counsels (no more than two).
 

B)   Shareholders who wish to participate in the Meeting by postal voting must give notice of intent to participate to the Company no later than on Wednesday, March 25, 2026, by casting its postal vote in accordance with the instructions under the heading Postal voting below so that the postal vote is received by Euroclear no later than that day.

In order to be entitled to participate in the Meeting, in person, by proxy or by postal voting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Meeting, register its shares in its own name so that the shareholder is listed in the share register as of Monday, March 23, 2026. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as required by the nominee. Voting rights registrations that have been made by the nominee no later than Wednesday, March 25, 2026, will be taken into account in the presentation of the share register.

For Skanska employees, who have invested in Skanska shares under the share saving programs Seop 1-7 (2008-2028) and who wish to participate in the Meeting and exercise the voting rights of their shares, the Company may assist with the registration of the shares in the employee's own name. Employees wishing the Company's assistance with such voting rights registration should inform the Company about this no later than on Tuesday, March 10, 2026 by e-mail via arsstamma@skanska.se, stating full name, personal identification number, address and so-called global ID, received for the share saving programs. Such a request for voting-rights registration will be regarded as a notice to participate at the meeting venue in accordance with A) above. To participate by postal voting, Skanska employees must give notice of participation by casting its postal vote in accordance with the instructions under the heading Postal voting below.

Postal voting

A specific form must be used for postal voting, which is available on the Company's website www.group.skanska.com/. In the case of postal voting only, no separate notification is required for the Meeting. The completed and signed postal voting form must be received by Euroclear no later than Wednesday, March 25, 2026. Shareholders may sign the form electronically by verifying with BankID via Euroclear's website, https://www.euroclear.com/sweden/generalmeetings/. The completed form may also be sent by e-mail to GeneralMeetingService@euroclear.com or be posted to the address Skanska AB (publ), "Årsstämman", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders may not assign specific instructions or conditions to the postal vote. The postal voting form will be deemed to be invalid in its entirety in such case. Additional instructions and conditions are provided in the postal voting form.

Shareholders wishing to attend the Meeting at the meeting venue in person or by proxy must notify their participation in accordance with the instructions under A) under the heading Right to participate and notice of participation above. This means that notification of participation by postal vote only is not sufficient for those who wish to participate at the meeting venue in person or by proxy.

If a shareholder has voted by post and thereafter participates in the meeting venue in person or by proxy, the postal vote will remain valid to the extent that the shareholder does not participate in a voting during the Meeting or otherwise withdraws the postal vote. If the shareholder chooses to participate in a voting during the Meeting, the vote cast will replace the previously submitted postal vote with respect to the relevant item(s) of decision.

Voting by proxy

Shareholders who are represented by a proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. If the shareholder is a legal entity, a copy of a valid registration certificate or equivalent authorization documents must also be attached. The power of attorney with registration certificate or equivalent authorization documents (if applicable) should be sent to the address Skanska AB (publ), "Årsstämman", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or via e-mail to GeneralMeetingService@euroclear.com, well in advance of the Meeting. If a postal vote takes place with the support of a power of attorney, the power of attorney with registration certificate or equivalent authorization documents (if applicable) must be attached to the postal voting form and should be sent in accordance with the instructions under the heading Postal voting above.

Proxy forms can be found on the Company's website www.group.skanska.com/. The power of attorney is valid for a maximum of one year from the date of issue, unless the power of attorney states a longer period of validity, however, for a maximum of five years from the time of issue.

Proposed agenda

1. Opening of the Meeting.
2. Election of Chair of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to verify the minutes together with the Chair of the Meeting.
6. Determination of whether the Meeting has been duly convened.
7. Report by the Chair of the Board and by the CEO.
8. Presentation of the annual report and auditors' report for 2025, the consolidated accounts and the auditors' report on the consolidated accounts for 2025, the auditor's assurance report relating to the group sustainability statement for 2025 as well as the auditor's statement regarding the application of the current guidelines for salary and other remuneration to senior executives.
9. Resolution on adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet.
10. Resolution on the dispositions of the Company's results pursuant to the adopted balance sheet and determination of the record date for dividend.
11. Resolution on discharge from liability of the members of the Board and the CEO for the administration of the Company in 2025.
12. Determination of the number of members of the Board to be elected by the Meeting and the number of auditors and deputy auditors.
13. Determination of the fees payable to members of the Board elected by the Meeting and to the auditor.
14. Election of members of the Board and Chair of the Board.
    1. election of Board member: Hans Biörck (re-election)                              
    2. election of Board member: Pär Boman (re-election)                               
    3. election of Board member: Mats Hederos (re-election)
    4. election of Board member: Martin Lindqvist (re-election)
    5. election of Board member: Catherine Marcus (re-election)               
    6. election of Board member: Jayne McGivern (re-election)
    7. election of Board member: Henrik Sjölund (re-election)
    8. election of Board member: Åsa Söderström Winberg (re-election)
    1. election of the Chair of the Board: Hans Biörck (re-election)                          
15. Election of auditor.
16. Resolution on instruction for the Nomination Committee of Skanska AB (publ).
17. Presentation of the Board's remuneration report for 2025 for approval.
18. Resolution on an authorization for the Board to resolve on acquisitions of the Company's own Class B shares to secure delivery of Class B shares to participants in the Company's long-term share saving program.
19. Resolution on an authorization for the Board to resolve on acquisitions of the Company's own Class B shares to adapt the Company's capital structure.
20. Closing of the Meeting.

Proposed resolutions

Item 2 - Election of Chair of the Meeting

The Nomination Committee for the Meeting consists of Helena Stjernholm (AB Industrivärden), Katarina Martinson (Lundberg Group), Patricia Hedelius (AMF Tjänstepension & AMF Fonder), Simon Blecher (Carnegie Fonder) and Hans Biörck (Chair of the Board). Helena Stjernholm serves as Chair of the Nomination Committee.

The Nomination Committee proposes that attorney Patrik Marcelius be elected Chair of the Meeting.

Item 3 - Preparation and approval of the voting list

The voting list proposed for approval is the voting list drawn up by Euroclear on behalf of the Company, based on the Meeting's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.

Item 10 - Resolution on dividend and record date

The Board proposes a dividend for 2025 of SEK 14.00 per share, of which SEK 8.50 per share as ordinary dividend and SEK 5.50 per share as extraordinary dividend. The Board proposes Thursday, April 2, 2026, as the record date for receiving dividend. If the Meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear on Thursday, April 9, 2026.

Item 12 - Determination of the number of members of the Board to be elected by the Meeting and number of auditors and deputy auditors

The Nomination Committee proposes that the number of members of the Board elected by the Meeting shall be eight, and that a registered accounting firm be elected as auditor with no deputy auditors.

Item 13 - Determination of the fees payable to members of the Board elected by the Meeting and to the auditor

The Nomination Committee proposes that fees to members of the Board elected by the Meeting shall be paid as follows:

• SEK 2,580,000 (2025: SEK 2,490,000) to the Chair of the Board;
• SEK 860,000 (2025: SEK 830,000) to each other Board member;
• SEK 375,000 (2025: SEK 350,000) to the Chair of the Audit Committee and SEK 245,000 (2025: SEK 230,000) to each other member of the committee;
• SEK 125,000 (2025: SEK 120,000) to the Chair of the Compensation Committee and SEK 120,000 (2025: SEK 115,000) to each other member of the committee;
• SEK 255,000 (2025: SEK 245,000) to the Chair and each other member of the Project Review Committee.

The Nomination Committee proposes that fees to the Company's auditor shall be paid against approved account.

Item 14 - Election of members of the Board and Chair of the Board

The Nomination Committee proposes, for the period until the close of the Annual General Meeting 2027, the re-election of Hans Biörck, Pär Boman, Mats Hederos, Martin Lindqvist, Catherine Marcus, Jayne McGivern, Henrik Sjölund and Åsa Söderström Winberg as members of the Board.

The Nomination Committee proposes the re-election of Hans Biörck as Chair of the Board.

The Nomination Committee's motivated statement and information on the proposed Board members are available on the Company's website www.group.skanska.com/.

Item 15 - Election of auditor

During 2025, the Company conducted a public tendering process in accordance with the EU audit regulation. The Nomination Committee proposes, in accordance with the recommendation by the Audit Committee, the re-election of the registered accounting firm Ernst & Young AB ("EY") as auditor for the period until the close of the Annual General Meeting 2027. EY has informed that, if EY is elected, authorized public accountant Rickard Andersson will be auditor in charge.

The Board's Audit Committee informed the Nomination Committee that the two accounting firms eligible to participate in the tender process, EY and KPMG AB, were both found suitable for the assignment. Following an overall assessment of these two firms, the Audit Committee concluded that EY best meets the requirements and needs of the Company and the Group companies and therefore recommended that EY be re-elected as auditor. In its tender, EY defined an audit scope well adapted to the varying size and activities of the Group companies and offered a fee that is competitive in relation to the scope of work involved. The Board supports the Audit Committee's recommendation.

Item 16 - Resolution on instruction for the Nomination Committee of Skanska AB (publ)

The Nomination Committee proposes the adoption of a revised instruction for the appointment and assignment of the Nomination Committee, as set out below.

Appointment of the Nomination Committee

The Company shall have a Nomination Committee consisting of members appointed by each of the four largest shareholders in terms of voting rights, who have expressed their willingness to participate in the Nomination Committee, as well as the Chair of the Board. The Chair of the Board shall convene the first meeting.

At the formation of the Nomination Committee, the ownership structure of the Company as of the last banking day in August, based on ownership information (grouped by owner) from Euroclear Sweden AB and other reliable ownership information (grouped by owner) provided to the Company, shall determine which shareholders are the largest in terms of voting rights.

The Chair of the Nomination Committee shall be the member representing the largest shareholder in terms of voting rights. The composition of the Nomination Committee shall be announced as soon as it has been appointed. The term of office of the Nomination Committee shall be for the period until the next Nomination Committee has been appointed.

Changes to the composition of the Nomination Committee

If a member leaves the Nomination Committee before the Nomination Committee's work is completed, the Nomination Committee may offer the same shareholder the opportunity to appoint a new member, if the Nomination Committee deems it appropriate.

If a shareholder who has appointed a member to the Nomination Committee has significantly reduced its shareholdings in the Company, the Nomination Committee may decide that the member shall resign from the Nomination Committee. If this occurs, the Nomination Committee may offer the shareholder next in line in terms of voting rights the opportunity to appoint a new member, if the Nomination Committee deems it appropriate.

If the ownership structure of the Company is otherwise significantly changed before the Nomination Committee's work is completed, a change in the composition of the Nomination Committee may take place in a way deemed appropriate by the Nomination Committee.

Changes to the composition of the Nomination Committee shall be announced as soon as they have occurred.

The Nomination Committee's assignment

The Nomination Committee shall prepare proposals for resolution by the Annual General Meeting regarding:

• Chair of the Annual General Meeting,
• Number of members of the Board to be elected by the Annual General Meeting and number of auditors and deputy auditors,
• Fees payable to members of the Board elected by the Annual General Meeting and to the auditor,
• Election of members of the Board and Chair of the Board,
• Election of auditor (based on a recommendation from the Audit Committee), and
• Amendments to this instruction, to the extent deemed necessary.

Fee and cost reimbursement

No fees shall be paid to the members of the Nomination Committee. However, the Company shall cover reasonable costs associated with the execution of the Nomination Committee's assignment, such as costs for recruitment services.

Item 18 - Resolution on an authorization for the Board to resolve on acquisitions of the Company's own Class B shares to secure delivery of Class B shares to participants in the Company's long-term share saving program

Background

The Annual General Meeting 2025 resolved, in accordance with the Board's proposal, on a long-term share saving program for the financial years 2026, 2027 and 2028 (each an "Annual program") for permanent employees in the Skanska group (Skanska employee ownership program, "Seop 7"); that a maximum of 12,000,000 own Class B shares may be transferred free of charge to participants in Seop 7 at the time and on the other terms that participants in Seop 7 are entitled to acquire shares; that each Annual program may comprise no more than 4,000,000 Class B shares; and that transfers may be made of Class B shares (i) which have previously been acquired to secure Skanska's obligations under earlier long-term share saving programs but which are no longer required for such purpose, (ii) which have been acquired in accordance with the authorization given by the Annual General Meeting 2025, and (iii) which are acquired under future authorizations to acquire Class B shares.

Information on Seop 7, including the conditions which the outcome depends on, is available on the Company's website www.group.skanska.com/. Information on costs of the long-term share saving programs, etc. is available in note 34 in the annual and sustainability report for the financial year 2025.

Proposal

For the purpose of securing delivery of Class B shares to participants in Seop 7 on the terms and conditions adopted by the Annual General Meeting 2025, the Board proposes that the Meeting resolves to authorize the Board to resolve on acquisitions of the Company's own Class B shares on the following terms and conditions.

a)   Acquisitions of Class B shares may only be effected on Nasdaq Stockholm.

b)   The authorization may be exercised on one or several occasions during the period until the Annual General Meeting 2027.

c)   No more than 3,500,000 Class B shares may be acquired to secure delivery of shares to participants in Seop 7.

d)   Acquisitions of Class B shares may be made at a price that does not exceed the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.

The Board has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

Item 19 - Resolution on an authorization for the Board to resolve on acquisitions of the Company's own Class B shares to adapt the Company's capital structure

For the purpose of providing the Board with increased flexibility to adapt the Company's capital structure and thereby contribute to increased shareholder value, the Board proposes that the Meeting resolves to authorize the Board to resolve on acquisitions of the Company's own Class B shares on the following terms and conditions.

a)   Acquisitions of Class B shares may only be effected on Nasdaq Stockholm.

b)   The authorization may be exercised on one or several occasions during the period until the Annual General Meeting 2027.

c)   Acquisitions may be made of such number of Class B shares as may result in the Company's holding of own shares following each acquisition amounting to not more than one-tenth of the total number of shares in the Company.

d)   Acquisitions of Class B shares may be made at a price that does not exceed the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.

The Board has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.

Majority requirements

The Meeting's resolutions according to the Board's proposals under item 18 and 19 requires that shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting approve the resolutions.

Documentation

The Nomination Committee's proposals under items 2 and 12-16 and the Board's proposals under items 10 and 18-19 are included in their entirety in this notice.

The following documents will be available at the Company's offices, Warfvinges väg 25, SE-112 74 Stockholm, Sweden, and on the Company's website www.group.skanska.com/, as of Friday, February 20, 2026:

• the Nomination Committee's report, motivated statement and proposals,
• information on the proposed Board members,
• instruction for the Nomination Committee, and
• the Board's statement according to Chapter 19, Section 22 of the Swedish Companies Act (regarding items 18 and 19).

The following documents will be available in accordance with the above as of Tuesday, March 10, 2026:

• the annual and sustainability report for the financial year 2025, including the auditor's report and the assurance report relating to the sustainability report as well as the Board's statement according to Chapter 18, Section 4 of the Swedish Companies Act (regarding item 10);
• the Board's remuneration report for 2025 (regarding item 17); and
• the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the application of guidelines for salary and other remuneration to senior executives.

The documents will also be sent to shareholders who so request and state their postal address.

Information at the Meeting

If requested by a shareholder and the Board deems that it can take place without causing significant damage to the Company, the Board and the CEO shall provide information at the Meeting about circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's or its subsidiaries' financial position and the Company's relation to other companies within the group.

Shares and votes

At the time of issuance of this notice, the total number of shares in the Company amounts to 419,903,072, of which 19,522,103 are Class A shares (ten votes per share) and 400,380,969 are Class B shares (one vote per share). As of the same date, the Company's holding of own shares amounted to 5,604,507 Class B shares, corresponding to 5,604,507 votes in the Company. The Company may not vote for its own shares.

Processing of personal data

The Company is the controller of the processing of personal data performed by the Company or its service providers in connection with the Meeting. For information on how your personal data is processed, see the privacy notice available on the Company's website www.group.skanska.com/. If you have questions regarding our processing of your personal data, you can contact us by e-mail at dpm_absfs@skanska.se.

_______________________

Stockholm, February 2026

Skanska AB (publ)

The Board of Directors