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Notice of the Extraordinary General Meeting of Cell Impact AB (publ)
The shareholders of Cell Impact AB (publ), reg. no. 556576-6655, are hereby invited to participate in the Extraordinary General Meeting to be held on Tuesday 8 December 2026 at 10.30 hours (CET) at the premises of Wåhlin Advokater AB, Nybrogatan 39 in Stockholm, Sweden. Registration starts at 10.00 hours (CET).
Registration and notification
A shareholder who wishes to participate in the Extraordinary General Meeting in person or by proxy:
- must be recorded as a shareholder in the share register maintained by Euroclear Nordics AB regarding the circumstances on 30 November 2026,
- must no later than 2 December 2026 notify the company of its participation by post: Cell Impact AB (publ), c/o Wåhlin Advokater, Nybrogatan 39, 114 39 Stockholm, Sweden, or via e-mail: bolagsstamma@wahlinlaw.se. In the notification, the shareholder must state its name, personal identity number or corporate identity number, address, telephone number and the number of any accompanying assistant(s), with a maximum of two assistants.
If a shareholder is represented by proxy, a written and dated proxy for the representative must be issued. The proxy, together with a registration certificate or corresponding authorisation documents for shareholders who are legal entities, should be sent to the company at the above address before the meeting. A proxy form is available on the company's website www.cellimpact.com.
Nominee registered shares
To be entitled to participate in the meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 30 November 2026. Such registration may be temporary, so-called voting right registration, and is requested by the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee no later than 2 December 2026 are taken into account when preparing the share register.
Proposed agenda
- Opening of the meeting
- Election of the Chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Decision on amendments to the Articles of Association
- Decision on reduction of the share capital
- Decision on authorising the Board of Directors to decide upon issues of shares, warrants and/or convertibles
- Closing of the meeting
Proposals
Section 2, election of the Chairman of the meeting
The Board of Directors proposes that lawyer Anna Klevbo is elected as Chairman of the Extraordinary General Meeting.
Section 7, decision on amendments to the Articles of Association
In order to enable future decisions on the agenda, the Board of Directors proposes that the meeting resolves to amend the Articles of Association as follows.
| Current wording § 4 | Proposed wording § 4 |
|---|---|
| § 4 Share capital The share capital shall be not less than SEK 50,000,000 | § 4 Share capital The share capital shall be not less than SEK 5,000,000 |
The CEO, or the person appointed by the Board of Directors, shall be authorised to make such minor amendments to the meeting's resolutions as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Nordics AB or for other administrative reasons.
The resolution is conditional on the meeting resolving in accordance with the Board of Directors' proposals under section 8 on the agenda.
Section 8, decision on reduction of the share capital
The Board of Directors assesses that the company's current capital structure limits the company's financial flexibility. To increase the company's scope for action, the Board of Directors therefore proposes that the meeting resolves to reduce the share capital as follows.
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Reduction of share capital shall be made for allocation to unrestricted equity.
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The share capital amounts to SEK 66,348,284.60 at the time of the Board of Directors' proposal. The share capital shall be reduced by a maximum of SEK 61,348,284.60. The Board of Directors' intention is to reduce the share capital to approximately SEK 5,000,000 through the reduction. Based on the current number of shares, this would correspond to a quota value of approximately SEK 0.0038 per share.
The warrants of series TO5, which were issued in connection with the rights issue in August 2026, may be exercised during the period from 9 November up to and including 20 November 2026. If the warrants are exercised, this may affect the final share capital and quota value.
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The reduction will be made without cancellation of shares.
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The resolution requires amendment to the Articles of Association.
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A resolution in accordance with the proposal may not be implemented without permission from the Swedish Companies Registration Office or, in disputed cases, a general court. The company will therefore apply for such permission.
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The CEO, or the person appointed by the Board of Directors, shall be authorised to make such minor amendments to the meeting's resolution as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Nordics AB or for other administrative reasons.
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The resolution is conditional on the meeting resolving in accordance with the Board of Directors' proposals under section 7 on the agenda.
Section 9, decision on authorising the Board of Directors to decide upon issues of shares, warrants and/or convertibles
The Board of Directors proposes that the general meeting authorises the Board of Directors to decide upon issues of shares, warrants and/or convertibles until the next annual general meeting and within the limits of the Articles of Association, on one or more occasions, with or without deviation from the shareholders' preferential rights. Issues may be made against cash payment, issue in kind and/or set-off, or otherwise be combined with conditions. If the Board of Directors decides on a share issue with deviation from the shareholders' preferential rights, the issue shall be carried out on market terms.
Furthermore, the Board of Directors proposes that the Board of Directors, or the person appointed by the Board of Directors, shall have the right to make minor changes to the general meeting's decision which may be required in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
Special majority requirements
A decision in accordance with sections 7-9 on the agenda requires that it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Available documents and other information
The proposals for decisions in the notice are complete. Proxy forms and other documents in accordance with the Swedish Companies Act will be available at the company's office at Källmossvägen 7 A, 691 52 Karlskoga, Sweden, and on the company's website www.cellimpact.com no later than three weeks prior to the meeting. The documents will also be sent by post to shareholders who so request and state their postal address.
Shareholders in the company are entitled to information at the meeting about circumstances that may affect the assessment of an item on the agenda in accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act.
At the time of the notice, the total number of shares and votes in the company amounts to 1,326,965,692.
Processing of personal data
For information on how your personal data is processed in connection with the meeting, see the integrity policy that is available on Euroclear's website: Integrity policy for general meetings.
This is an unofficial translation of the original Swedish notice to the Extraordinary General Meeting. In the event of any discrepancy between the versions, the Swedish version shall prevail.
November 2026
Cell Impact AB (publ)
The Board of Directors