The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the company's articles of association, to apply the possibility of proxy collection in conjunction with the general meeting (se section Proxy collection below for more information).

Shareholders wishing to participate at the meeting must:

(i) be entered in the shareholders' register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Monday 2 June 2025; and

(ii) notify the company of their attendance and any assistant no later than Wednesday 4 June 2025. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to eric.torstensson@setterwalls.se.

Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. To facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.

Nominee registered shares

To be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of Monday 2 June 2025. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee's routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Wednesday 4 June 2025 will be taken into account in the preparation of the share register.

Proxy voting

A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the company's website www.ossdsign.com. The original version of the power of attorney shall also be presented at the meeting.

Proxy collection

The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the company's articles of association, to apply the possibility of proxy collection in conjunction with the general meeting. This means that shareholders who do not wish to participate in person at the meeting can submit a power of attorney to a representative appointed by the company, who participates in the meeting on behalf of the shareholder and votes in accordance with the shareholder's instructions. The representative appointed by the company may not be a member of the board of directors or the CEO of the company. Shareholders who wish to make use of this opportunity must complete and sign a special power of attorney form which will be available on the company's website, www.ossdsign.com. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority.

Processing of personal data

For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting;

1. Preparation and approval of the voting list;
2. Approval of the agenda;
3. Election of one or two persons who shall approve the minutes of the meeting;
4. Determination of whether the meeting has been duly convened;
5. Submission of the annual report and the auditor's report as well as of the consolidated financial statements and the auditor's report on the group;
6. Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
7. Resolution in respect of allocation of the company's result according to the adopted balance sheet;             
8. Resolution in respect of the members of the board of directors' and the CEO's discharge from liability;
9. Determination of the number of members of the board of directors as well as of the number of auditors;
10. Determination of the fees payable to the members of the board of directors and the auditors;
11. Election of members of the board of directors and auditors;
12. Resolution on implementation of (a) a long-term incentive programme for employees and contractors and (b) a directed issue of warrants and approval of transfer of warrants;
13. Resolution on an authorization for the board of directors to increase the share capital;
14. Resolution on implementation of (a) a long-term incentive programme for board members and (b) a directed issue of warrants and approval of transfer of warrants;
15. Closing of the meeting.

The nomination committee's proposed resolutions

The nomination committee is composed of the chairman of the board of directors of the company (i.e. Simon Cartmell), Viktor Drvota (appointed by Karolinska Development AB and elected chairman of the nomination committee), Emanuel Eriksson (appointed by FSG Fund) and Stefan Hansson (appointed by TAMT AB). The nomination committee has presented the following proposed resolutions in relation to items 1 and 10-12 in the proposed agenda. The nomination committee has found no reason to present any proposal for the amendment of the principles for the appointment of and instructions concerning a nomination committee, adopted at the extraordinary general meeting held on 7 March 2019 and applicable until otherwise decided by the general meeting.

Item 1. Election of chairman

Olof Reinholdsson (lawyer at Setterwalls Advokatbyrå AB) is proposed as chairman of the meeting or, in his absence, the person proposed by the board instead. 

Items 10-12. Election of and remuneration to the board of directors and auditors

The board of directors today consists of the following five (5) ordinary members without deputy members: Simon Cartmell (chairman), Christer Fåhraeus, Jill Schiaparelli, Newton Aguiar, and Viktor Drvota. Viktor Drvota has declined re-election. It is proposed that the board of directors shall continue to consist of five (5) ordinary members without deputy members until the end of the next annual general meeting. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor. 

It is proposed that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to a total of SEK 1,300,000 out of which SEK 400,000 shall be paid to the chairman and SEK 300,000 shall be paid to each of Jill Schiaparelli, Newton Aguiar, and David Jern.  No fees are proposed to be paid to Christer Fåhraeus who represents an institutional investor.

It is proposed that the company's auditor shall be paid in accordance with approved invoices.

With the exception of Viktor Drvota, who has declined re-election, all current board members are proposed to be re-elected until the end of the next annual general meeting. In addition, David Jern is proposed to be new-elected. Furthermore, Simon Cartmell is proposed to be re-elected as chairman of the board of directors.

The accounting firm Ernst & Young Aktiebolag is proposed to be re-elected as auditor. The accounting firm has informed the company that Oskar Wall will remain principally responsible auditor.

Information regarding existing and proposed new board members' principal education and work experience, any work performed for the company and any other significant professional commitments etc. is kept available on the company's website at www.ossdsign.com.

The board of directors' proposed resolutions

The board of directors of the company has presented the following proposed resolutions in relation to items 8 and 13-14 in the proposed agenda.             

Item 8. Allocation of the company's result

The board of directors proposes that the company's result shall be carried forward in new account and that no dividend shall be paid for the financial year 2024.

Item 13. Resolution on implementation of (a) a long-term incentive programme for employees and contractors and (b) a directed issue of warrants and approval of transfer of warrants

The board of directors proposes that the annual general meeting resolves on implementation of a long-term incentive programme for employees and contractors (Warrant programme 2025/2028:1) by way of (A) directed issue of no more than 480,000 warrants of series 2025/2028:1 (of which no more than 120,000 warrants of series 2025/2028:1A and no more than 360,000 warrants of series 2025/2028:1B) to the company and/or any of its subsidiaries (the company or a subsidiary, as applicable, hereinafter referred to as the "LTIP Company", and the group where the company is parent company, hereinafter referred to as the "Group"), as set forth in item A below, and (B) approval of transfer of the issued warrants from the LTIP Company to certain employees and contractors in the Group as set forth in item B below.

The rationale for the incentive programme

The board of directors is of the opinion that share related incentive programmes strengthens the retention of those participating and motivates them to create shareholder value. The board of directors assess that these objectives are in line with all shareholders' interests.

As of today, there are two different share related incentive programmes for employees and contractors consisting of two warrant programmes from 2022 and 2024, expiring in 2025 and 2028, respectively. Please refer to "Existing share related incentive programmes" below for more information.   

This proposal has been presented to enable new-recruits the possibility to participate in a share related incentive programme and, as regards persons already participating in existing share related incentive programmes, further increase their retention and motivate them to create shareholder value.

Main terms of the incentive programme

The incentive programme shall encompass existing and future employees in and contractors of the Group (the "Participants"). Board members of the company will not be allowed to participate. The incentive programme will comprise around 11 Participants in total.

The incentive programme entails that Participants, who have entered into an agreement with the LTIP Company (the "Warrant Agreement"), are offered to acquire warrants at market value, calculated as set forth below. Warrants may be transferred to the Participants free-of-charge provided that it does not entail negative tax consequences for the Group (only applicable with respect to Participants in other jurisdictions than Sweden and expected to be applicable with respect to U.S. Participants only).

The Warrant Agreement will include a so-called vesting structure, a re-purchase right for the LTIP Company applicable under certain circumstances, certain transfer restrictions and other terms and conditions customary for such agreements with some potential differences due to requirements under local law. The vesting structure is to be implemented by way of transferring all warrants to the respective Participant upfront subject to a reversed vesting mechanism with a contractual obligation to transfer all or part of the warrants back to the Group. The reversed vesting schedule will have a one-year cliff according to which 1/3 of the warrants will be vested after 12 months. After the cliff, the remaining 2/3 of the warrants will vest in equal instalments each quarter until the three-year vesting period is over. In general terms, Participants acquiring warrants against payment may keep vested (but not unvested) warrants in the event of so-called good leaver situations whilst all warrants (vested as well as unvested) are to be transferred back to the Group in the event of so-called bad leaver situations against payment by the Group of no more than the market value of the warrants at the relevant time (or less, if so decided by the board of directors in the Company). In respect of Participants allocated warrants free-of-charge and in the event that the Participant leaves the Group (for whatever reason), all unvested (but not vested) warrants shall be automatically forfeited and transferred back to the Group (without any consideration being payable by the Group).

Each warrant shall entitle the warrant holder to subscribe for one (1) new share in the company, as adjusted by the application of the mandatory quotient exercise model (please refer to "Quotient exercise model" below).

The subscription price per new share is to be determined based on a certain percentage (140%) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting to be held on 11 June 2025. More detailed provisions for determining the subscription price are set forth below.

The warrants may be exercised for subscription of new shares during the period from and including 1 July 2028 until and including 31 December 2028. Subscription of new shares may however not take place during so-called closed periods according to the EU Market Abuse Regulation (unless the company approves thereto in respect of Participants not covered by the aforementioned rules at the relevant time or with support of applicable exceptions), or otherwise in breach of relevant insider rules and regulations (including the company's internal guidelines in this respect). Warrants that have not been exercised for subscription of new shares by 31 December 2028 shall lapse.

Support for participation

The LTIP Company or another company in the Group shall be allowed to support participation through offering a cash compensation corresponding to 80 percent of the amount that a Participant in the incentive programme shall pay for the warrants (as applicable). The cash compensation will be taxable according to applicable tax regulations (please refer to "Costs, dilution, etc." below for more information).

In addition, the LTIP Company or another company in the Group shall be allowed to offer re-payment of an amount corresponding to not more than 50 percent of the amount (net of tax) that a Participant in the incentive programme has paid for the warrants (as applicable). Such repayment may only be offered if the market value of the company's share, during the period under which the warrants may be exercised, is lower than the sum of the amount paid per warrant and the subscription price per new share. Repayment shall further be conditional upon continued employment or assignment (as applicable). The board of directors shall have the right to reduce the amount or decide that no repayment is to be made if not deemed justified in the light of the company's financial position. The repayment will be taxable according to applicable tax regulations (please refer to "Costs, dilution, etc." below for more information).

Authorisation to repurchase warrants

If deemed appropriate by the board of directors of the company, taking into account the overall intention with the incentive programme and provided that it is also deemed to be in the best interest of and to the benefit of the company and its shareholders, the LTIP Company or another company in the Group shall be allowed to repurchase warrants from Participants (in addition to any repurchase(s) allowed pursuant to the terms of the Warrant Agreement) against payment of a purchase price corresponding to the market value (or the acquisition cost, if lower than the market value, if so decided by the board of directors) of the warrants at the time of such repurchase offer.

Existing share related incentive programmes

As of today, there are two different share related incentive programmes for employees and contractors consisting of two warrant programmes from 2022 (Warrants 2022/2025:1) and 2024 (Warrants 2024/2028:1), expiring in 2025 and 2028, respectively. In addition, there are two share related incentive programmes for board members consisting of two warrant programmes from 2022 (Warrants 2022/2025:2) and 2024 (Warrants 2024/2028:2), expiring in 2025 and 2028, respectively.    

The table below set forth the total number of warrants outstanding and held by participants as of today in the respective programmes from 2022 and 2024 as well as the number of new shares in the company in the event such warrants were to be exercised.

If all warrants outstanding and held by participants as of today in the share related incentive programmes from 2022 and 2024 were to be exercised, the company's share capital would increase with SEK 538,591.875 through the issuance of 8,617,470 new shares (subject to potential recalculations in accordance with applicable terms and conditions), each with a quotient value of SEK 0.0625. This would lead to a dilution corresponding to approximately 8.11 percent of the total share capital and number of shares and votes in the company (calculation based on the share capital and number of shares and votes in the company (97,658,920) as of today). The dilution calculation does not take into account potential new shares as a result of the incentive programmes proposed to be adopted at the annual general meeting.

Costs, dilution, etc.

There are costs associated with the incentive programme in respect of valuation, consultancy services and costs for registration and practical management of the programme.

In addition to the above, the company's costs for the programme will include social security costs for the cash compensation corresponding to 80 percent of the amount that a Participant in the incentive programme shall pay for the warrants (not applicable in respect of Participants resident in the U.S.) and may also include additional social security costs and Medicare Tax in relation to the part directed to Participants resident in the U.S (i.e. warrants of series 2025/2028:1B).

Social security costs for the cash compensation corresponding to 80 percent of the amount that a Participant in the incentive programme shall pay for the warrants (not applicable in respect of Participants resident in the U.S.) will vary depending on the jurisdiction of the relevant Participant and are appraised to a maximum of approximately SEK 59,175 based on today's tax rates and a preliminary estimated market value of SEK 1.32 per warrant (please refer to "Approval of transfer of warrants to the Participants" below for more information regarding underlying assumptions with regard to the estimated market value).

Potential social security costs and Medicare Tax in relation to the part directed to Participants resident in the U.S (i.e. warrants of series 2025/2028:1B) are calculated on the difference between the acquisition cost for new shares and the value of the company's shares at the time of exercising the warrants. The tax rate for social security costs is currently 6.20 percent and the Medicare Tax is currently 1.45 percent. Social security costs are only payable in respect of a certain yearly income (currently USD 176,100) whilst Medicare Tax does not have a similar limit. The potential costs in respect of U.S. participants will thus be dependent on the development of the share price as well as the U.S. Participants' other income from the Group and will not be payable at all should the warrants not be exercised for subscription of new shares. The total cost for the incentive programme will thus depend on the outcome of the programme.

U.S. Participants are expected to be offered the possibility to acquire a maximum of 360,000 warrants under the incentive programme. Potential costs in relation to Participants resident in the U.S. are appraised to a maximum of approximately SEK 0.38 per warrant (approximately SEK 136,323 in total) based on today's tax rates and the assumption that the value of the company's shares at the time of exercise of the warrants is SEK 25 per share and an assumed exercise price of SEK 20.05 per new share (the calculation is based on the maximum total tax rate as of today, i.e. 7.65 percent, without accounting for any limitation in relation to the Participants' yearly income at the relevant time). The potential costs are appraised to a maximum of approximately SEK 0.76 per warrant (approximately SEK 274,023 in total) should the value of the company's shares at the time of exercise of the warrants instead be SEK 30 per share with the same exercise price (please note that the aforementioned examples are only intended to illustrate the costs in different scenarios and are not a reflection of any appraised development of the share price). As described above, there are no costs should the warrants not be exercised.

The appraised costs include potential new-recruits and has been based on the assumption that all new-recruits will be subject to U.S. taxation.

Other than the warrants described under "Existing share related incentive programmes" above, there are no share or share price related incentive programmes outstanding in the company as of today.

Upon full subscription, transfer and exercise of all 480,000 warrants, a total of 480,000 new shares may potentially be issued in the company (subject to potential recalculations in accordance with customary terms and conditions applicable for the warrants). This would lead to a dilution corresponding to approximately 0.49 percent of the total share capital and number of shares and votes in the company as of today. The dilution calculation does not take into account potential new shares as a result of existing incentive programmes or the incentive programme for board members proposed to be adopted at the annual general meeting. Furthermore, the dilution calculation does not take into account the mandatory quotient exercise model (please refer to "Quotient exercise model" below) as a result of which the actual dilution is expected to be lower than the aforementioned. 

Costs related to the warrants for U.S. Participants will be accounted for in accordance with "IFRS 2 - Share-based payments". IFRS 2 stipulates that the warrants shall be expensed as personnel cost in the income statement over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow.

Assuming (i) a market value of the underlying share corresponding to SEK 25, (ii) a subscription price of SEK 20.05 per new share, and (iii) maximum allocation to U.S. Participants (including full vesting and exercise of the warrants), the costs of the incentive programme (according to IFRS 2), including social security costs of approximately SEK 36,353, are estimated to be approximately SEK 511,553. These costs are based on the preliminary market value of the warrants prior to the announcement of the notice to attend the annual general meeting. The preliminary market value of the warrants at the time of the establishment of the incentive programme forms a better basis for the estimation of the future costs than an estimated future market value of the company's shares at an estimated exercise date for the warrants. The costs are expected to be allocated over the years 2025-2028.

Accounting for the new shares that may be issued under the proposed incentive programme, the key ratio earnings per share for the full year 2024 had then been changed in such way that the result per share had been changed with SEK 0.0025 (the calculation excludes other share related incentive programmes and is based on the dilutive effect only without taking costs associated with the proposed incentive programme into consideration). Please note that the calculation does not take into account the mandatory quotient exercise model (please refer to "Quotient exercise model" below) as a result of which the actual impact on the key ratio earnings per share is expected to be lower than the aforementioned.

The above calculations regarding costs, dilution and impact on key ratios are subject to potential recalculations in accordance with the customary recalculation terms set out for the programme.

Quotient exercise model

To reduce the investment cost for the Participants in connection with the exercise of warrants, as well as the dilution for the shareholders, subscription of new shares shall be made by application of the quotient exercise model set forth in the full terms and conditions applicable for the warrants. 

Pursuant to the quotient exercise model, the quotient value is to be paid for new shares (currently SEK 0.0625 per share) and the warrants shall entitle the holder to a reduced number of new shares to the effect that the Participants will have the same financial upside, but right to a reduced number of shares, as if each warrant had entitled to subscription of one (1) new share. The quotient exercise model shall be mandatory except in the event the model entails right to subscription of a negative number of shares, in which situation each warrant shall entitle to subscription of one (1) new share, subject to possible adjustments in accordance with the complete terms and conditions for the warrants. 

Assuming a subscription price per share in the company through the exercise of warrants of SEK 20.05, the application of the quotient exercise model would have the following effects in the event that all 480,000 warrants are exercised for subscription of new shares through the quotient exercise model at the below specified market value of the company's shares as calculated pursuant to the quotient exercise model (please note that the below examples are only intended to illustrate the dilution in different scenarios, without taking into account the reduced number of new shares that is expected due to round-offs on an individual basis, and are not a reflection of any appraised development of the share price):

1. Directed issue of warrants
    

1. The company shall issue no more than 480,000 warrants of series 2025/2028:1 (of which no more than 120,000 warrants of series 2025/2028:1A and no more than 360,000 warrants of series 2025/2028:1B).
    
2. Each warrant entitles to subscription of one (1) new share in the company, each with a quotient value of SEK 0.0625. The maximum number of warrants under the proposed issue resolution may entail a share capital increase of SEK 30,000 of which SEK 7,500 in relation to warrants of series 2025/2028:1A and SEK 22,500 in relation to warrants of series 2025/2028:1B (subject to potential recalculations in accordance with customary terms and conditions to be applicable in relation to the warrants). However, please note that the actual number of new shares and share capital increase through the exercise of the warrants is expected to be lower as a result of the mandatory quotient exercise model (please refer to "Quotient exercise model" above).

1. The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the company and/or any of its subsidiaries after which they are to be transferred to the Participants in accordance with the resolution adopted by the general meeting and instructions from the company's board of directors. The reason for the deviation from the shareholders' preferential rights is that the warrants are to be used within the proposed incentive programme.
    
2. Subscription of warrants shall be made on a subscription list on 30 June 2025 at the latest. The board of directors shall be entitled to prolong the subscription period.
    
3. The company is not to pay any subscription price for the warrants. Any subsidiary subscribing for warrants shall pay a subscription price corresponding to the theoretical market value of the warrants, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. The value of the underlying share shall be determined by use of the same period for measurement as used in relation to the establishment of the subscription price for new shares in accordance with item 7 below. Payment is to be made in connection with subscription of warrants and not later than on 30 June 2025. The board of directors shall be entitled to prolong the time period for payment.
    
4. The warrants may be exercised for subscription of new shares during the period from and including 1 July 2028 until and including 31 December 2028.
    
5. The subscription price per new share is to be determined based on a certain percentage (140%) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting to be held on 11 June 2025. If no trading price is recorded for a particular trading day within the specified period, such day shall not be taken into account, but the period shall instead be extended forwards in time with the number of succeeding trading days required for the period to comprise ten (10) trading days with a recorded trading price. The subscription price thus calculated shall be rounded off to the nearest whole SEK 0.01, whereupon SEK 0.005 shall be rounded upwards. The subscription price may never be below the quotient value of the shares.
    
6. Warrants of series 2025/2028:1A and series 2025/2028:1B shall also be subject to the terms and conditions set forth in the schedules to the complete proposal.
    
7. The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
    

1. Approval of transfer of warrants to the Participants

A resolution to issue warrants in accordance with this proposal also includes an approval of the transfer of warrants to the Participants.

The warrants are to be transferred to the Participants against a premium payable by the Participants corresponding to the theoretical market value of the warrants as of the date of transfer, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. Warrants may be transferred to the Participants free-of-charge provided that it does not entail negative tax consequences for the Group (only applicable with respect to Participants in other jurisdictions than Sweden and expected to be applicable with respect to U.S. Participants only). The market value is preliminary estimated to SEK 1.32 per warrant, based on a market value of the underlying share corresponding to SEK 14.32 and assuming a subscription price of SEK 20.05 per new share.

The board of directors of the company shall resolve upon allocation to Participants in accordance with the guidelines set forth below. The Participants' right to warrants shall be differentiated based on position, responsibility, and work performance in the Group. The Participants are divided into different categories. Only persons in the mentioned categories, or new recruits with similar positions and responsibility, shall be offered warrants. The board of directors shall have the right to decide on the persons to be included in the different categories and who shall be offered warrants subject to the guidelines set forth below and the overall intention with the incentive programme.
 

For Participants in other jurisdictions than Sweden, it is implied that transfer of warrants is legally possible and that transfer, in the board of directors' opinion, can be carried out with reasonable administrative and financial efforts. The board of directors shall have the right to adjust the terms of the Warrant Programme 2025/2028:1 to the extent required in order for allotment of warrants to participants in other jurisdictions, to the extent practically possible, to be made under the same conditions imposed by the Warrant Programme 2025/2028:1.

Preparation of the proposal

This proposal has been prepared by the board of directors together with external consultants. The final proposal has been presented by the board of directors.

Majority requirements

The proposed incentive programme is subject to the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the general meeting.

Item 14. Resolution on an authorisation for the board of directors to increase the share capital

The board of directors proposes that the annual general meeting resolves on an authorisation for the board of directors to - for the period up to the next annual general meeting, with or without deviation from the shareholders' preferential rights and at one or more occasions - resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The company's share capital may by support of the authorisation be increased by an amount corresponding to not more than twelve (12) per cent of the share capital after such issue(s). Deviation from the shareholders' preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions.

The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Shareholders' proposed resolutions

Item 15. Resolution on implementation of (a) a long-term incentive program for board members and (b) a directed issue of warrants and approval of transfer of warrants

Certain major shareholders in OssDsign AB proposes that the annual general meeting resolves on implementation of a long-term incentive programme for board members in the company (Warrant programme 2025/2028:2) by way of (A) directed issue of no more than 293,000 warrants of series 2025/2028:2 (of which no more than 195,000 warrants of series 2025/2028:2A and no more than 98,000 warrants of series 2025/2028:2B) to the company and/or any of its subsidiaries (the company or a subsidiary, as applicable, hereinafter referred to as the "LTIP Company", and the group where the company is parent company, hereinafter referred to as the "Group"), as set forth in item A below, and (B) approval of transfer of the issued warrants from the LTIP Company to certain board members in the company as set forth in item B below.

The rationale for the incentive programme

This proposal has been presented considering that the company competes for qualified board members in an internationally competitive market. The overall purpose is to align the interests of the members of the board of directors with those of the shareholders and thereby create maximum long-term value adding commitment. The incentive programme is also intended to create a long-term focus on increase in earnings and growth amongst those participating.

As of today, there are two different share related incentive programmes for board members in the form of warrants issued in 2022, which will expire in 2025 (Warrants 2022/2025:2) and warrants issued in 2024, which will expire in 2028 (Warrants 2024/2028:2). Please refer to "Existing share related incentive programmes" in the board of directors' proposal on implementation of a long-term incentive programme for employees and contractors for more information.    

Main terms of the incentive programme

The incentive programme shall encompass one existing board member proposed for re-election (Jill Schiaparelli) and the person proposed for new-election (David Jern) (the "Participants").

The incentive programme entails that Participants, who have entered into an agreement with the LTIP Company (the "Warrant Agreement"), are offered to acquire warrants at market value, calculated as set forth below. Warrants may be transferred to the Participants free-of-charge provided that it does not entail negative tax consequences for the Group (only applicable with respect to Participants in other jurisdictions than Sweden and expected to be applicable with respect to U.S. Participants only).

The Warrant Agreement will include a so-called vesting structure, a re-purchase right for the LTIP Company applicable under certain circumstances, certain transfer restrictions and other terms and conditions customary for such agreements with some potential differences due to requirements under local law. The vesting structure is to be implemented by way of transferring all warrants to the respective Participant upfront subject to a reversed vesting mechanism with a contractual obligation to transfer all or part of the warrants back to the Group. The reversed vesting schedule will have a one-year cliff according to which 1/3 of the warrants will be vested after 12 months. After the cliff, the remaining 2/3 of the warrants will vest in equal instalments each quarter until the three-year vesting period is over. In general, Participants acquiring warrants against payment may keep vested (but not unvested) warrants in the event of so-called good leaver situations whilst all warrants (vested as well as unvested) are to be transferred back to the Group in the event of so-called bad leaver situations against payment by the Group of no more than the market value of the warrants at the relevant time (or less, if so decided by the board of directors in the Company). In respect of Participants allocated warrants free-of-charge and in the event that the Participant leaves the Group (for whatever reason), all unvested (but not vested) warrants shall be automatically forfeited and transferred back to the Group (without any consideration being payable by the Group).

Each warrant shall entitle the warrant holder to subscribe for one (1) new share in the company, as adjusted by the application of the mandatory quotient exercise model (please refer to "Quotient exercise model" below).

The subscription price per new share is to be determined based on a certain percentage (140%) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting to be held on 11 June 2025. More detailed provisions for determining the subscription price are set forth below.

The warrants may be exercised for subscription of new shares during the period from and including 1 July 2028 until and including 31 December 2028. Subscription of new shares may however not take place during so-called closed periods according to the EU Market Abuse Regulation (unless the company approves thereto in respect of Participants not covered by the aforementioned rules at the relevant time or with support of applicable exceptions), or otherwise in breach of relevant insider rules and regulations (including the company's internal guidelines in this respect). Warrants that have not been exercised for subscription of new shares by 31 December 2028 shall lapse.

Authorisation to repurchase warrants

If deemed appropriate by the board of directors of the company, taking into account the overall intention with the incentive programme and provided that it is also deemed to be in the best interest of and to the benefit of the company and its shareholders, the LTIP Company or another company in the Group shall be allowed to repurchase warrants from Participants (in addition to any repurchase(s) allowed pursuant to the terms of the Warrant Agreement) against payment of a purchase price corresponding to the market value (or the acquisition cost, if lower than the market value, if so decided by the board of directors) of the warrants at the time of such repurchase offer. The aforementioned right of repurchase shall be conditional upon the board of directors of the company deciding to extend the repurchase offer to participants in the warrant programme for employees and contractors proposed to be adopted at the same annual general meeting.

Existing share related incentive programmes

As of today, there are two different share related incentive programmes for employees and contractors consisting of two warrant programmes from 2022 (Warrants 2022/2025:1) and 2024 (Warrants 2024/2028:1), expiring in 2025 and 2028, respectively. In addition, there are two share related incentive programmes for board members consisting of two warrant programmes from 2022 (Warrants 2022/2025:2) and 2024 (Warrants 2024/2028:2), expiring in 2025 and 2028, respectively.    

Please refer to "Existing share related incentive programmes" in the board of directors' proposal on implementation of a long-term incentive programme for employees and contractors for more information.    

Costs, dilution, etc.

There are costs associated with the incentive programme in respect of valuation, consultancy services and costs for registration and practical management of the programme.

In addition to the above, the company's costs for the programme will include social security costs and Medicare Tax in relation to the part directed to Participants resident in the U.S (i.e. warrants of series 2024/2028:2B).

Potential social security costs and Medicare Tax in relation to the part directed to Participants resident in the U.S. (i.e. warrants of series 2025/2028:2B) are calculated on the difference between the acquisition cost for new shares and the value of the company's shares at the time of exercising the warrants. The tax rate for social security costs is currently 6.20 percent and the Medicare Tax is currently 1.45 percent. Social security costs are only payable in respect of a certain yearly income (currently USD 176,100) whilst Medicare Tax does not have a similar limit. The potential costs in respect of U.S. participants will thus be dependent on the development of the share price as well as the U.S. Participants' other income from the Group and will not be payable at all should the warrants not be exercised for subscription of new shares. The total cost for the incentive programme will thus depend on the outcome of the programme.

U.S. Participants are expected to be offered the possibility to acquire a maximum of 98,000 warrants under the incentive programme. Potential costs in relation to Participants resident in the U.S. are appraised to a maximum of approximately SEK 0.38 per warrant (approximately SEK 37,110 in total) based on today's tax rates and the assumption that the value of the company's shares at the time of exercise of the warrants is SEK 25 per share and an assumed exercise price of SEK 20.05 per new share (the calculation is based on the maximum total tax rate as of today, i.e. 7.65 percent, without accounting for any limitation in relation to the Participants' yearly income at the relevant time). The potential costs are appraised to a maximum of approximately SEK 0.76 per warrant (approximately SEK 74,595 in total) should the value of the company's shares at the time of exercise of the warrants instead be SEK 30 per share with the same exercise price (please note that the aforementioned examples are only intended to illustrate the costs in different scenarios and are not a reflection of any appraised development of the share price). As described above, there are no costs should the warrants not be exercised.

Other than the warrants described under "Existing share related incentive programmes" above, there are no share or share price related incentive programmes outstanding in the company as of today.

Upon full subscription, transfer and exercise of all 293,000 warrants, a total of 293,000 new shares may potentially be issued in the company (subject to potential recalculations in accordance with customary terms and conditions applicable for the warrants). This would lead to a dilution corresponding to approximately 0.30 percent of the total share capital and number of shares and votes in the company as of today. The dilution calculation does not take into account potential new shares as a result of existing incentive programmes or the incentive programme for employees and contractors proposed to be adopted at the annual general meeting. Furthermore, the dilution calculation does not take into account the mandatory quotient exercise model (please refer to "Quotient exercise model" below) as a result of which the actual dilution is expected to be lower than the aforementioned.

Costs related to the warrants for U.S. Participants will be accounted for in accordance with "IFRS 2 - Share-based payments". IFRS 2 stipulates that the warrants shall be expensed as personnel cost in the income statement over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow.

Assuming (i) a market value of the underlying share corresponding to SEK 25, (ii) a subscription price of SEK 20.05 per new share, and (iii) maximum allocation to U.S. Participants (including full vesting and exercise of the warrants), the costs of the incentive programme (according to IFRS 2), including social security costs of approximately SEK 9,896, are estimated to be approximately SEK 139,256. These costs are based on the preliminary market value of the warrants prior to the announcement of the notice to attend the annual general meeting. The preliminary market value of the warrants at the time of the establishment of the incentive programme forms a better basis for the estimation of the future costs than an estimated future market value of the company's shares at an estimated exercise date for the warrants. The costs are expected to be allocated over the years 2025-2028.

Accounting for the new shares that may be issued under the proposed incentive programme, the key ratio earnings per share for the full year 2024 had then been changed in such way that the result per share had been changed with SEK 0.0015 (the calculation excludes other share related incentive programmes and is based on the dilutive effect only without taking costs associated with the proposed incentive programme into consideration). Please note that the calculation does not take into account the mandatory quotient exercise model (please refer to "Quotient exercise model" below) as a result of which the actual impact on the key ratio earnings per share is expected to be lower than the aforementioned.

The above calculations regarding costs, dilution and impact on key ratios are subject to potential recalculations in accordance with the customary recalculation terms set out for the programme. 

Quotient exercise model

To reduce the investment cost for the Participants in connection with the exercise of warrants, as well as the dilution for the shareholders, subscription of new shares shall be made by application of the quotient exercise model set forth in the full terms and conditions applicable for the warrants. 

Pursuant to the quotient exercise model, the quotient value is to be paid for new shares (currently SEK 0.0625 per share) and the warrants shall entitle the holder to a reduced number of new shares to the effect that the Participants will have the same financial upside, but right to a reduced number of shares, as if each warrant had entitled to subscription of one (1) new share. The quotient exercise model shall be mandatory except in the event the model entails right to subscription of a negative number of shares, in which situation each warrant shall entitle to subscription of one (1) new share, subject to possible adjustments in accordance with the complete terms and conditions for the warrants.

Assuming a subscription price per share in the company through the exercise of warrants of SEK 20.05, the application of the quotient exercise model would have the following effects in the event that all 293,000 warrants are exercised for subscription of new shares through the quotient exercise model at the below specified market value of the company's shares as calculated pursuant to the quotient exercise model (please note that the below examples are only intended to illustrate the dilution in different scenarios, without taking into account the reduced number of new shares that is expected due to round-offs on an individual basis, and are not a reflection of any appraised development of the share price):

1. Directed issue of warrants
    

1. The company shall issue no more than 293,000 warrants of series 2025/2028:2 (of which no more than 195,000 warrants of series 2025/2028:2A and no more than 98,000 warrants of series 2025/2028:2B).
    
2. Each warrant entitles to subscription of one (1) new share in the company, each with a quotient value of SEK 0.0625. If all warrants are subscribed, transferred to and exercised by the Participants for subscription of new shares, the company's share capital will increase by SEK 18,312.50 of which SEK 12,187.50 in relation to warrants of series 2025/2028:2A and SEK 6,125 in relation to warrants of series 2025/2028:2B (subject to potential recalculations in accordance with customary terms and conditions to be applicable in relation to the warrants). However, please note that the actual number of new shares and share capital increase through the exercise of the warrants is expected to be lower as a result of the mandatory quotient exercise model (please refer to "Quotient exercise model" above).
    
3. The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the company and/or any of its subsidiaries after which they are to be transferred to the Participants in accordance with the resolution adopted by the general meeting. The reason for the deviation from the shareholders' preferential rights is that the warrants are to be used within the proposed incentive programme.
    
4. Subscription of warrants shall be made on a subscription list on 30 June 2025 at the latest. The board of directors shall be entitled to prolong the subscription period.
    
5. The company is not to pay any subscription price for the warrants. Any subsidiary subscribing for warrants shall pay a subscription price corresponding to the theoretical market value of the warrants, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. The value of the underlying share shall be determined by use of the same period for measurement as used in relation to the establishment of the subscription price for new shares in accordance with item 7 below. Payment is to be made in connection with subscription of warrants and not later than on 30 June 2025. The board of directors shall be entitled to prolong the time period for payment.
    
6. The warrants may be exercised for subscription of new shares during the period from and including 1 July 2028 until and including 31 December 2028.
    
7. The subscription price per new share is to be determined based on a certain percentage (140 %) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting to be held on 11 June 2025. If no trading price is recorded for a particular trading day within the specified period, such day shall not be taken into account, but the period shall instead be extended forwards in time with the number of succeeding trading days required for the period to comprise ten (10) trading days with a recorded trading price. The subscription price thus calculated shall be rounded off to the nearest whole SEK 0.01, whereupon SEK 0.005 shall be rounded upwards. The subscription price may never be below the quotient value of the shares.
    
8. Warrants of series 2025/2028:2A and series 2025/2028:2B shall also be subject to the terms and conditions set forth in the schedules to the complete proposal.
    
9. The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
    

1. Approval of transfer of warrants to the Participants

A resolution to issue warrants in accordance with this proposal also includes an approval of the transfer of warrants to the Participants.

The warrants are to be transferred to the Participants against a premium payable by the Participants corresponding to the theoretical market value of the warrants as of the date of transfer, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. Warrants may be transferred to the Participants free-of-charge provided that it does not entail negative tax consequences for the Group (only applicable with respect to Participants in other jurisdictions than Sweden and expected to be applicable with respect to U.S. Participants only). The market value is preliminary estimated to SEK 1.32 per warrant, based on a market value of the underlying share corresponding to SEK 14.32 and assuming a subscription price of SEK 20.05 per new share.

The Participants may be allocated warrants as set forth below. No Participant may be offered a higher number of warrants than the following maximum allocation: (i) Jill Schiaparelli (up to 98,000 warrants) and (ii) David Jern (up to 195,000 warrants).

A Participant can choose to acquire a lower but not a higher number of warrants than offered to the Participant. 

For Participants in other jurisdictions than Sweden, it is implied that transfer of warrants is legally possible and that transfer, in the company's opinion, can be carried out with reasonable administrative and financial efforts. The company shall have the right to adjust the terms of the Warrant Programme 2025/2028:2 to the extent required in order for allotment of warrants to participants in other jurisdictions, to the extent practically possible, to be made under the same conditions imposed by the Warrant Programme 2025/2028:2.

Preparation of the proposal

This proposal has been prepared by certain major shareholders together with external consultants. The final proposal has been presented by said shareholders.

Majority requirements

The proposed incentive programme is subject to the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the general meeting.

Number of shares and votes in the company

The total number of shares and votes in the company at the time of issuance of this notice is 97,658,920. The company does not hold any of its own shares.             

Shareholders' right to request information

Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (205:551)) the board of directors and the CEO are under a duty to, if any shareholder so request and the board of directors deems that it can be made without material damage to the company, at the meeting provide information, regarding circumstances, which may affect the assessment of a matter on the agenda or of the company's economic situation. Such duty to provide information also comprises the company's relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

Documentation

The financial accounts, auditor's report, complete proposals (as set out above) and other documents to be dealt with at the general meeting will be kept available at the company's office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company's website www.ossdsign.com. The above-mentioned documents will also be presented at the general meeting.

_____

Stockholm, May 2025

The board of directors