Right to participate in the Meeting and notice of participation

Participation at the venue

A shareholder who wishes to participate in the Meeting at the venue in person or represented by a proxy must:
(1) be registered in the share register maintained by Euroclear Sweden AB relating to the circumstances on Monday, 27 April 2026; and

(2) notify the Company of the intention to attend the Meeting not later than Wednesday, 29 April 2026, electronically through the Company’s website www.vef.vc, by mail at the address Computershare AB, VEF AB (publ), Annual General Meeting, Box 5267, SE-102 46 Stockholm, Sweden, by telephone +46 771 24 64 00 or by e-mail to agm@vef.vc. Upon registration, the shareholder shall state his or her name, personal or company identification number, address as well as telephone number. If a shareholder intends to be represented by proxy, the name of the proxy holder shall be stated. Information submitted in connection with the notification will be computerized and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Shareholders who intend to be represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a certificate of registration or a corresponding document for the legal entity shall be appended. The power of attorney and, where applicable, the certificate of registration should be submitted to the Company at the address set forth above well in advance of the Meeting. A form to use for a power of attorney can be found on www.vef.vc.

Participation by advance voting

A shareholder who wishes to participate in the Meeting by advance voting must:

(1) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Monday, 27 April 2026; and

(2) give notice by casting its advance vote no later than Wednesday, 29 April 2026, in accordance with the instructions below, electronically through the Company’s website www.vef.vc, at the address Computershare AB, VEF AB (publ), Annual General Meeting, Box 5267, SE-102 46 Stockholm, Sweden, or by e-mail to agm@vef.vc. Information submitted in connection with the notification will be computerized and used exclusively for the Meeting. See below for additional information on the processing of personal data.

A shareholder who wishes to participate in the Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used for advance voting. The advance voting form is available on the Company’s website www.vef.vc. The completed and signed form shall be received by Computershare AB no later than Wednesday, 29 April 2026. Shareholders can also submit their advance votes electronically with BankID through the Company’s website www.vef.vc. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

Shareholders who vote by proxy shall issue a dated and signed power of attorney for the proxy. The power of attorney shall be enclosed to the advance voting form. If the power of attorney is issued on behalf of a legal entity, a certificate of registration or a corresponding document for the legal entity shall be appended. A form to use for a power of attorney can be found on www.vef.vc.

If a shareholder has voted in advance and then attends the Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

Nominee-registered shares

Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the voting rights in order to be able to participate at the Meeting. Shareholders who want to obtain such registration must contact the nominee regarding this well in advance of Wednesday, 29 April 2026.

Proposed agenda

1. Opening of the Meeting.
2. Election of a chairman for the Meeting.
3. Preparation and approval of voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Presentation by the managing director.
8. Presentation of the annual report and the auditor’s report as well as the consolidated annual report and the consolidated auditor’s report.
9. Resolutions regarding:

1. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
2. the allocation of the Company’s profit or loss according to the adopted balance sheet; and
3. the discharge of liability for the board members and the managing director.

10. Determination of the number of board members and auditors.

1. determination of the number of board members; and
2. determination of the number of auditors.

11. Determination of remuneration to the board members and the auditors.

1. determination of remuneration to the Board of Directors; and
2. determination of remuneration to the auditors.

12. Election of the Board of Directors, chairman of the Board of Directors and auditors.

12.1 Election of the Board of Directors.

1. Lars O Grönstedt (re-election);
2. Allison Goldberg (re-election);
3. David Nangle (re-election);
4. Hanna Loikkanen (re-election);
5. Katharina Lüth (re-election);
6. Torun Litzén (new election); and
7. Will Pruett (new election).

12.2 Election of chairman.

(a) Lars O Grönstedt (re-election).

12.3 Election of auditors.

1. Öhrlings PricewaterhouseCoopers AB (re-election).

13.Resolution to approve the procedure of the Nomination Committee.
14. Resolution to approve the Board of Directors’ remuneration report.

15. Resolution regarding a new Performance Participation Plan.
16. Resolution regarding authorization for the Board of Directors to issue new shares, warrants and/or convertibles.
17. Resolution regarding authorization for the Board of Directors to resolve to repurchase own ordinary shares.
18. Resolution regarding authorization for the Board of Directors to resolve to transfer own ordinary shares.
19. Resolution regarding amendment of the Company’s articles of association.
20. Closing of the Meeting.

Proposed resolutions

Chairman of the Meeting (item 2)

The Nomination Committee consisting of Jake Hennemuth (Acacia Partners), Al Breach (Gemsstock), Simon Westlake (City of London) and Lars O Grönstedt (Chairman of the Board of Directors), proposes that Jesper Schönbeck, member of the Swedish Bar Association, or if he has an impediment to attend, the one then proposed by the Nomination Committee, is elected as chairman for the Meeting.

The allocation of the Company’s results (item 9b)

The Board of Directors proposes that no dividend is paid to the shareholders and that the Company’s results are brought forward.

Election of the Board of Directors and auditors etc. (items 10-12)

The Nomination Committee proposes:

• that the Board of Directors shall consist of seven (7) Directors without any deputy members;
• that the number of auditors shall be one (1) registered auditing firm;
• re-election of Lars O Grönstedt, Allison Goldberg, Hanna Loikkanen, Katharina Lüth and David Nangle and new election of Torun Litzén and Will Pruett for the period until the end of the next Annual General Meeting;
• that the Meeting appoints Lars O Grönstedt to be chairman of the Board of Directors;
• a total Board remuneration is awarded in the amount of SEK 3,675,000, of which SEK 1,050,000 shall be allocated to the Chairman of the Board and SEK 525,000 to each of the other Board members who are not employed by the Company, in-line with the remuneration last year. It is further proposed that an additional remuneration of SEK 200,000 be awarded to the members of the remuneration committee and SEK 400,000 be awarded to the members of the audit committee. Remuneration to the committees shall be divided equally between the members of each committee, respectively; and
• that the Company’s auditor, the registered audit company Öhrlings PricewaterhouseCoopers AB be re-elected until the end of the next Annual General Meeting and remunerated upon approval of their invoice.

For information on the current Board members and more comprehensive information on the proposed Board members, please see the Company’s website www.vef.vc and the Nomination Committee’s motivated statement.

Nomination committee (item 13)

The Nomination Committee proposes that the Meeting shall resolve to adopt principles for the appointment of a Nomination Committee for the annual general meeting 2027 in accordance with the following.

A nomination committee shall be convened by the chairman of the board and comprise of one representative of each of the three shareholders with the largest number of votes. If a shareholder declines, or has an obvious conflict of interest, the chairman of the board should approach the next largest shareholder. The ownership shall be based on the statistics from Euroclear Sweden AB over shareholders as per the last business day in August 2026. The chairman of the board shall be co-opted (Sw. adjungerad) to the Nomination Committee and, as such, is a participating member of the committee but not a voting member. The names of the members of the nomination committee shall be announced and presented on the company’s webpage as soon as they have been appointed, which shall be no later than six months prior to the annual general meeting but in any event no later than the last business day in October. If a member of the nomination committee resigns during the committee term or is prevented from completing his or her assignment or in case of a material change in ownership prior to completion of the work to be performed by the nomination committee, it shall be possible to change the composition of the nomination committee. Changes to the composition of the nomination committee shall be announced as soon as possible after occurring. The nomination committee’s mandate period extends up to the appointment of a new nomination committee. The nomination committee shall appoint a chairman among them, which cannot be the company’s chairman of the board. If the representatives cannot agree upon appointment of a chairman, the representative representing the shareholder with the largest number of votes shall be appointed as chairman. The nomination committee shall prepare proposals for the following decisions at the annual general meeting in 2027: (i) election of the chairman for the meeting, (ii) election of the members of the board, (iii) election of the chairman of the board of directors, (iv) remuneration to the members of the board, (v) election of the company’s auditor (vi) compensation to the company’s auditor, and (vii) proposal for how to conduct the nomination process for the annual general meeting in 2028. No remuneration shall be paid to the members of the nomination committee. However, the company shall bear the reasonable expenses related to the assignment of the nomination committee.

Resolution to approve the Board of Directors’ remuneration report (item 14)

The Board of Directors proposes that the Meeting resolves to approve the remuneration report for the financial year 2025 that has been prepared and presented by the Board of Directors in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution regarding a new Performance Participation Plan (item 15)

The Board of Directors proposes a new incentive program, a performance participation plan (the “Performance Participation Plan”) in accordance with the below detailed terms. The program has a new structure compared to previous long-term incentive programs of the Company.

The objectives of the Performance Participation Plan are to retain management and key employees of the group, to encourage the management and key employees to maximize future returns for the Company and to align their interests with those of the shareholders. The program will be an important tool for VEF to retain and attract the best talent for the Company, which is vital for the ability to provide long-term value growth for its shareholders.

Summary of the Performance Participation Plan

Management and certain key employees of VEF will be invited to participate in a Performance Participation Plan. Upon the sale of stakes in a portfolio company of the Company or the group, the participants will be entitled to a portion of the net profit, provided that certain conditions have been met (as set out below).

Detailed terms and description of the Performance Participation Plan

Detailed program description and terms

Upon sale of all or a portion of the group’s interest in a portfolio company, a portion of the net profits from such sale will be allocated to the employees of the group, equal to 10 % of the net profits above a minimum return of 5 % per year on the net invested amount of the exited portion (the “Performance Participation Amount”). If the minimum return has not been exceeded, the Performance Participation Amount will be 0. See calculation examples below. The program covers all exits completed from 1 January 2026 until the AGM 2027.

Calculation example 1
The Company has invested 10 million in PortCo A in 2023. 3 years later all shares in PortCo A have been sold for net proceeds of 20 million. As the minimum return of 5 % per year has been exceeded, the Performance Participation Amount is calculated as follows:

Net profit = 10,000,000
Minimum return = 1,500,000

Performance Participation Amount = 10% of (10,000,000 – 1,500,000) = 850,000
Proceeds retained by VEF = 20,000,000 – 850,000 = 19,150,000

Calculation example 2
The Company has invested 10 million in PortCo B in 2023. 3 years later all shares in PortCo B have been sold for net proceeds of 11.5 million.

Net profit = 1,500,000
Minimum return = 1,500,000

As the minimum return of 5 % per year has not been exceeded, the Performance Participation Amount will be 0.

Further specific conditions

For any Performance Participation Amount to be payable, the total net asset value of the portfolio companies of the group must be greater than the net invested amount in the portfolio companies at the time of the exit. If this condition is not met, the Performance Participation Amount will not be paid out until the condition has been met, but in no event later than 24 months after the exit has been completed.

Participation in the Performance Participation Plan is subject to the participant remaining employed by the VEF group at the time of payment of the Performance Participation Amount. Participation is also conditional upon the participants entering into agreements regarding the Performance Participation Plan with detailed terms governing the participation in the Performance Participation Plan.

Allocation among participants

The Board will approve the allocation of the Performance Participation Amount among the participants based on parameters such as involvement and contribution to the original investments in, as well as management and exit of the exited portfolio company.

Payout, vesting and lock-up

The Company will settle any Performance Participation Amount due to the participants in cash, with a requirement for participants to buy VEF ordinary shares (“Ordinary Shares”) in the market for the net amount received. The purpose of requiring participants to buy Ordinary Shares for the net amount is to ensure that management’s interest is aligned with that of the shareholders and that management’s shareholding in the Company increase over time.

To further ensure future alignment with the interest of the shareholders and retention of management and key employees, the payout of the Performance Participation Amount will be made in yearly instalments and be subject to vesting (meaning that participants will need to remain employed by the VEF group at the time of payment of an instalment of the Performance Participation Amount) as set out below. Any Ordinary Shares acquired by the participants under the Performance Participation Plan will be subject to three-year lock-up after the payout of each instalment of a portion of the Performance Participation Amount and may not be sold during that period. The payout instalments will be:

• 40% of the amount will be paid immediately after the exit
• 20% of the amount will be paid after 12 months
• 20% of the amount will be paid after 24 months
• 20% of the amount will be paid after 36 months

The reason that the vesting period may in certain circumstances be shorter than three years is that the Performance Participation Amount is only paid upon a successful exit, meaning that participants must remain with the Company and contribute to value creation during the entire holding period of the portfolio company before any payout is triggered. Typically, the holding period of a portfolio company is more than 5 years and that is deemed to be more than sufficient time of vesting. All current portfolio companies have been held for more than 3 years. The board may decide in an individual case to waive these terms if there are significant reasons to do so.

Costs, scope and effects on key ratios

The cost of the program will vary depending on the amount of exits made by the Company and with the size of the Performance Participation Amount. The total costs for the Performance Participation Plan are estimated to amount to SEK 11.1m, including social contributions, based on the following assumptions (i) USD 10m (SEK 95.5m) of net profits above the minimum return are realised and (ii) 0 % turnover of personnel.

The costs are expected to have a small effect on VEF’s key ratios.

Preparation and administration

The remuneration committee of VEF has prepared the proposal for the Performance Participation Plan in consultation with external advisors. In addition, the plan and proposals have been reviewed and approved by the Board during March 2026.

The Board shall be responsible for preparing the detailed terms and conditions of the plan. To this end, the Board shall be entitled to make adjustments to meet regulatory and tax requirements or market conditions and other minor adjustments. The Board may also make other adjustments if significant changes in the VEF group or its operating environment would result in a situation where the decided terms and conditions of the Performance Participation Plan no longer serve their purpose, however, any adjustments shall only be made in order to fulfil the main objectives of the plan.

Information regarding other incentive plans in VEF

Please refer to VEF’s Annual Report 2025, available on VEF’s website at www.vef.vc for information regarding VEF’s ongoing share incentive plans.

Resolution regarding authorization for the Board of Directors to issue new shares, warrants and/or convertibles (item 16)

The Board of Directors proposes that the Meeting adopts a resolution to authorize the Board of Directors to, until the end of the next Annual General Meeting, at one or several occasions, resolve on the issue of new ordinary shares, warrants and/or convertibles, with or without deviation from the ordinary shareholders’ preferential rights, against cash payment or against payment through set-off or in kind, or otherwise on special conditions.

The purpose of the authorization is to increase the Company’s financial flexibility, inter alia, for new investments and to support existing portfolio companies, as well as broadening the shareholder base, if needed. The Board of Directors’ resolutions to issue shares, warrants and/or convertibles with deviation from the ordinary shareholders’ preferential rights may result in an increase of the number of shares in the Company of not more than twenty (20) percent of the outstanding shares at the time the authorization is adopted, in aggregate.

To the extent that issues of shares, warrants and/or convertibles are made with deviation from the shareholders’ preferential rights, such issues shall be made on market terms.

The Board of Directors, or any person appointed by the Board of Directors, shall be authorized to make minor adjustments of the resolution by the Meeting in order to fulfil the registration with the Swedish Companies Registration Office.

Resolution regarding authorization for the Board of Directors to resolve to repurchase own ordinary shares (item 17)

The Board of Directors proposes that the Meeting resolves to authorize the Board to decide on the acquisition of the Company’s own shares where, principally, the follow shall apply:

1. Acquisition of own ordinary shares shall take place on Nasdaq Stockholm.
2. The authorization may be utilized on one or several occasions, however not longer than until the next Annual General Meeting.
3. Ordinary shares may be acquired to the extent that the Company’s holding of its own shares, on any occasion, does not exceed ten (10) percent of the Company’s total shares.
4. Acquisitions may not be made at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm.

The purpose of the proposed authorization to repurchase shares is to provide flexibility in relation to the Company’s possibilities to return capital to its shareholders, to improve the capital efficiency in the Company, and to enable the Board of Directors to prevent an excessively wide NAV/share price discount in relation to the Company’s shares, which altogether is deemed to likely have a positive impact on the Company’s share price and thereby contribute to an increased shareholder value.

The Board of Directors’ statement in accordance with Chapter 19 Section 22 of the Swedish Companies Act will be held available together with the proposal and on the Company’s website no later than three weeks prior to the Meeting.

Resolution regarding authorization for the Board to transfer the Company’s own ordinary shares (item 18)

The Board of Directors proposes that the Meeting authorizes the Board of Directors, up until the next Annual General Meeting, on one or several occasions, to resolve on transfer of own ordinary shares in accordance with the applicable laws and regulations from time to time. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e., the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfer by other means, the price must be determined so that it does not fall below what is market-based, whereby however a market-based discount in relation to the market price may be applied. Transfers of own ordinary shares may be made in a number which does not exceed such number of shares that is held by the Company at the time of the Board of Directors’ resolution regarding the transfer.

The purpose of the authorization is to expand the Company’s financial flexibility, to enable acquisitions through payment with shares, to provide the Company with new capital and/or new shareholders of strategic importance to the Company, and/or acquisitions of other companies or operations.

Resolution regarding amendment of the Company’s articles of association (item 19)

The Board of Directors proposes that the Meeting resolves to amend the Articles of Association of the Company and remove all references to Series C 2020 shares as those shares have all been redeemed pursuant to the terms of the Company’s long-term incentive program 2020.

The Board’s complete proposal on the new Articles of Association is set out in Appendix A to this notice.

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Majority requirements

Resolutions in accordance with the Board of Directors’ proposals in respect of items 16-19 requires support by shareholders representing not less than two thirds (2/3) of the votes cast as well as of the shares represented at the Meeting.

Shareholders’ right to request information

Shareholders are reminded of their right to, at the Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Number of shares and votes

There are 1,091,845,792 shares and 1,091,845,792 votes outstanding in the Company as per the date of the publication of the notice, of which 6,878,585 are Class C 2021 Shares entitled to one vote per share, 9,061,430 are Class C 2022 Shares entitled to one vote per share, 11,510,042 are Class C 2023 Shares entitled to one vote per share, 12,000,000 are Class C 2024 Shares entitled to one vote per share, 10,530,000 are Class C 2025 Shares entitled to one vote per share and 1,041,865,735 are ordinary shares entitled to one vote per share. As of the date of this notice, the Company holds no own shares.

Miscellaneous

The annual report and the auditor’s report, the Board of Directors’ remuneration report and all other documentation for resolutions are available at the Company’s office at Mäster Samuelsgatan 1 in Stockholm, Sweden, and on the Company’s website, www.vef.vc, no later than three weeks before the Meeting. Moreover, the Nomination Committee’s motivated statement is available at the Company’s above address, as well as at www.vef.vc, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal address.

Processing of personal data

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

If you have questions regarding our processing of your personal data, you can contact us by emailing legal@vef.vc. VEF AB (publ) has corporate registration number 559288-0362 and the board of directors registered office is in Stockholm.

__________________

March 2026

The Board of Directors of VEF AB (publ)