Approval of the Board of Directors’ resolution on a directed share issue
The General Meeting resolved, with the required majority in accordance with Chapter 16 of the Swedish Companies Act (commonly referred to as the “Leo rules”), to approve the Board of Directors’ resolution from 30 June 2025 on a directed issue of not more than 637,500 preference shares. The share issue entails an increase in the company’s share capital of up to SEK 2,550,000.

The new shares shall be subscribed for by Sifonen AB, Tommy Hedberg and related parties, and Caroline Brandberg and related parties. The subscription price was set at SEK 4.00 per share, which represents a premium compared to both the closing price on the day of the Board’s resolution and the volume-weighted average price (VWAP) over the 20 trading days preceding 30 June 2025.

The purpose of the share issue is to strengthen the company’s financial flexibility in line with its overall strategic plan.

Income statements and balance sheets
The Annual General Meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2024.

Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be distributed for the financial year 2024 and that the company’s result shall be carried forward in the new accounts.

Discharge from liability
The members of the Board of Directors and the CEO were discharged from liability for the administration of the company during the financial year 2024.

Election of members of the Board of Directors
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the Board of Directors, for the period running up until the end of the next Annual General Meeting, shall be composed of five board members with no deputy board members.

The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, on the re-election of the board members Henrik Rammer, Tommy Hedberg, Caroline Lundgren Brandberg, Gunilla Lundmark and Otto Skolling for the period running up until the end of the next Annual General Meeting. Otto Skolling was elected Chairman of the Board of Directors for the period running up until the end of the next Annual General Meeting.

Election of auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that one registered accounting firm shall be elected as auditor for the period running up until the end of the next Annual General Meeting.

The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, the auditing firm Öhrlings PricewaterhouseCoopers AB as auditor for the period running up until the end of the next Annual General Meeting. The Authorized Public Accountant, Henrik Boman, will be the responsible auditor.

Fees to the board of directors and the auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that fees to the board of directors, for the period up until the end of the next annual general meeting, shall amount to a total of SEK 580,000 with the following distribution: SEK 180,000 to the chairman of the board of directors and SEK 100,000 to each of the other members of the board of directors who are not employed by the company.

The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the fee to the auditor, for the period up to the end of the next annual general meeting, shall be paid as incurred on approved accounts.

Guidelines for appointing the nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the nomination committee shall consist of the four largest shareholders namely HAWOC Investment AB, Sifonen, Isak Brandberg AB with closely related persons, and Tommy Hedberg with closely related persons. The term of the nomination committee shall run until a new nomination committee has been appointed.

Authorization for the board of directors to resolve on issuances
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the board of directors, on one or more occasions, until the next annual general meeting, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than one-third (1/3) of the shares outstanding in the company at any given time.

Amendment of the articles of association
The general meeting resolved to amend the company's articles of association by introducing a new class of shares, preference shares, and introducing a redemption clause for the preference shares, as well as adopting new limits for the share capital and the number of shares.

Reduction of the share capital for allocation to the unrestricted equity
The general meeting resolved on a reduction of the company's share capital by SEK 6,650,856 for allocation to the unrestricted equity. The reduction is carried out without the withdrawal of shares. The share capital will after the reduction amount to SEK 4,433,904.

Approval of the board of directors’ resolution on the new issue of units
The general meeting resolved to approve the board of directors’ resolution on 23 December 2024 to issue not more than 1,847,460 units, observing the shareholders preferential rights. The issue of units is carried out on the following main terms. Each unit consist of one new ordinary share and one new preference share. In total, the issue encompasses not more than 1,847,460 ordinary shares and not more than 1,847,460 preference shares. Upon full subscription of all shares issued in the unit issue, the share capital will increase by not more than SEK 14,779,680.

The subscription price for each unit shall be SEK 12, corresponding to a subscription price of SEK 8 for each ordinary share and SEK 4 for each preference share. Subscription of units with preferential rights shall be made using unit rights. The right to receive unit rights to subscribe for units with preferential rights shall be granted to those who are registered as shareholders on the record date. The record date for receiving unit rights and the right to participate in the issue with preferential rights shall be 31 January 2025. Each existing share entitles to one unit right, and three unit rights entitles to the subscription of five units. Subscription of units with the support of unit rights shall be made during the period from and including 3 February 2025 to and including 17 February 2025. The preference shares are subject to a redemption clause.

Provided that the rights issue is fully subscribed, the company will initially receive approximately SEK 22.2 million before issue costs.

The company has received subscription undertakings from certain existing shareholders as well as members of the board of directors and the executive management, amounting to a total of approximately SEK 7.9 million. The company has also entered into agreements with a number of external investors regarding bottom guarantee commitments of a total of approximately SEK 7.6 million. In addition, the company has entered into agreements with three of the company’s largest shareholders and the chairman of the board, Otto Skolling, regarding top guarantee commitments of a total of approximately SEK 2.3 million. In aggregate, the issue of units is covered by subscription undertakings and guarantee commitments amounting to approximately 79.9 percent.

Authorization for the board of directors to resolve on a new issue
The general meeting resolved to authorize the board of directors to, until the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions for set-off or other conditions, resolve on the issuance of ordinary shares and preference shares to those who have entered into guarantee commitments in order to ensure the preferential rights issue decided by the board of directors on 23 December 2024 and to those who have subscribed for units in the rights issue in case the rights issue is over subscribed. Upon exercise of the authorisation, the terms and conditions for the units shall be the same as in the rights issue decided by the board of directors on 23 December 2024, meaning that each unit shall consist of one new ordinary share and one new preference share. The number of ordinary shares and preference shares that may be issued under the authorisation may not exceed 829,834 shares (414,917 ordinary shares and 414,917 preference shares), i.e. the sum of 600,000 shares (300,000 ordinary shares and 300,000 preference shares) in the over-allotment issue and 229,834 shares (114,917 ordinary shares and 114,917 preference shares) which is the total number of shares corresponding to the agreed guarantee compensation to be paid by the company to those who have entered into guarantee commitments in order to ensure the preferential rights issue.

Income statements and balance sheets
The Annual General Meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2023.

Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be distributed for the financial year 2023 and that the company’s result shall be carried forward in the new accounts.

Discharge from liability
The members of the Board of Directors and the CEO were discharged from liability for the administration of the company during the financial year 2023.

Election of members of the Board of Directors
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the Board of Directors, for the period running up until the end of the next Annual General Meeting, shall be composed of five board members with no deputy board members.

The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, on the re-election of the board members Henrik Rammer, Tommy Hedberg, Caroline Lundgren Brandberg, Gunilla Lundmark and Otto Skolling for the period running up until the end of the next Annual General Meeting. Otto Skolling was elected Chairman of the Board of Directors for the period running up until the end of the next Annual General Meeting.

Election of auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that one registered accounting firm shall be elected as auditor for the period running up until the end of the next Annual General Meeting.

The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, the auditing firm Öhrlings PricewaterhouseCoopers AB as auditor for the period running up until the end of the next Annual General Meeting. The Authorized Public Accountant, Henrik Boman, will be the responsible auditor.

Fees to the board of directors and the auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that fees to the board of directors, for the period up until the end of the next annual general meeting, shall amount to a total of SEK 580,000 with the following distribution: SEK 180,000 to the chairman of the board of directors and SEK 100,000 to each of the other members of the board of directors who are not employed by the company.

The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the fee to the auditor, for the period up to the end of the next annual general meeting, shall be paid as incurred on approved accounts.

Guidelines for appointing the nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the nomination committee shall consist of the four largest shareholders namely HAWOC Investment AB, Sifonen, Isak Brandberg AB with closely related persons, and Tommy Hedberg with closely related persons. The term of the nomination committee shall run until a new nomination committee has been appointed.

Amendment to the articles of association with respect to the share capital
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an amendment to the articles of association in order to enable the reduction of the share capital. The amendment of the articles of association entail that the limits of share capital are changed from that the share capital shall not be less than SEK 55,000,000 and not more than SEK 220,000,000 to that the share capital shall not be less than SEK 9,000,000 and not more than SEK 36,000,000.

Reduction of the share capital
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an reduction of the share capital. The share capital shall be reduced by SEK 48,808,786.50. The reduction of the share capital shall be carried out without withdrawal of shares, and the amount from the reduction shall be allocated to unrestricted equity. The reduction is implemented for the purpose of reducing the quota value of the shares from SEK 0.12 per share to SEK 0.02 per share. Following the reduction, the company's share capital will amount to SEK 9,761,757.30, divided into a total of 488,087,865 shares (before the issue of shares in accordance with the below and the consolidation of shares in accordance with the below).

Directed issue of shares (equalization issue)
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an issue of shares, with deviation from the shareholders’ preferential rights, in order to achieve a number of shares in the company that is evenly divisible by five-hundred (500), in order to enable the consolidation of shares in accordance with the below and to contribute shares to the shareholders whose number of shares is not evenly divisible by five-hundred (500).

Through the share issue, the company’s share capital is increased by not more than SEK 40,472.70 through the issue of not more than 2,023,635 new shares, each with a quota value of SEK 0.02 (after the completion of the reduction set out above). The right to subscribe for the new shares shall vest with Vator Securities AB. The reasons for the deviation from the shareholders preferential rights is to ensure that the total number of shares in the company is evenly divisible by five-hundred (500) and that the relevant shares can be allotted to shareholders whose shareholding are not evenly divisible by five-hundred (500).

A subscription price of SEK 0.02 shall be paid for each new share. The subscription price corresponds to the shares’ quota value (after the completion of the reduction set out above). Subscription for shares shall be made not later than three (3) days following the general meeting’s resolution. Payment shall be made not later than five (5) days following the general meeting’s resolution. The board of directors shall have the right to extend the subscription period and the time for payment.

Amendment to the articles of association with respect to the number of shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an amendment to the articles of association in order to enable the consolidation of shares. The amendment of the articles of association entail that the limits regarding the number of shares are changed from that the number of shares in the company shall not be less than 450,000,000 and not more than 1,800,000,000 to that the number of shares in the company shall not be less than 900,000 and not more than 3,600,000.

Consolidation of shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on a consolidation of the company’s shares, whereby the number of shares in the company is reduced by combining five-hundred (500) shares into one (1) share, in order to achieve a suitable number of shares in the company. The annual general meeting authorized the board of directors to determine the record date for the consolidation.

If a shareholder’s shareholding does not correspond to a full number of new shares, i.e., is not evenly divisible by five-hundred (500), such shareholder will receive as many shares as necessary free of charge (1-499) that their shareholding, after adding the shares provided, becomes evenly divisible by five-hundred (500), so-called rounding up.

Further information on the procedure for the consolidation will be announced in connection with the board of directors resolving on the record date.

Authorization for the board of directors to resolve on issuances
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the board of directors, on one or more occasions, until the next annual general meeting, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than one-third (1/3) of the shares outstanding in the company at any given time.

Amendment of the articles of association
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an amendment of the articles of association in order to enable the board of directors to adopt a resolution that a general meeting shall be held digitally.

Reduction of the share capital for allocation to the unrestricted equity
The general meeting resolved on a reduction of the company's share capital by SEK 37,186,641.12 for allocation to the unrestricted equity. The reduction is carried out without the withdrawal of shares. The share capital will after the reduction amount to SEK 20,917,485.63.

Amendment of the articles of association
The general meeting resolved to amend the company's articles of association by adopting new limits for the share capital and the number of shares. In connection therewith, certain editorial changes to the articles of association were resolved upon.

Approval of the board of directors’ resolution on the new issue of units
The general meeting resolved to approve the board of directors’ resolution on 22 December 2023 to issue not more than 232,416,507 units, observing the shareholders preferential rights. The issue of units is carried out on the following main terms. Each unit consist of two new shares and one warrant. In total, the issue encompasses not more than 464,833,014 shares and not more than 232,416,507 warrants. Upon full subscription of all shares issued in the unit issue, the share capital will increase by not more than SEK 41,834,971.26. Upon full exercise of all warrants issued in the unit issue, the share capital will increase by not more than SEK 20,917,485.63.

The subscription price for each unit shall be SEK 0.18, corresponding to a subscription price per share of SEK 0.09. The warrants are issued free of charge. Subscription of units with preferential rights shall be made using unit rights. The right to receive unit rights to subscribe for units with preferential rights shall be granted to those who are registered as shareholders on the record date. The record date for receiving unit rights and the right to participate in the issue with preferential rights shall be 31 January 2024. Each existing share entitles to one unit right, and one unit right entitles to the subscription of one unit. Subscription of units with the support of unit rights shall be made during the period from and including 2 February 2024 to and including 16 February 2024.

One warrant series TO 8 entitles the holder, during the period from and including 4 November 2024 to and including 18 November 2024, to subscribe for one new share in the company against cash payment amounting to 70 percent of the volume-weighted average price of the company's share on Nasdaq First North Growth Market during the period from and including 16 October 2024 to and including 29 October 2024, however, not less than the share's quota value and not more than SEK 0.15.

Provided that the rights issue is fully subscribed, the company will initially receive approximately SEK 41.8 million before issue costs. Upon full subscription and full exercise of all warrants, the company may receive an additional capital contribution of approximately SEK 34.9 million, based on a maximum subscription price of SEK 0.15. 

The company has received subscription undertakings from certain existing shareholders as well as members of the board of directors and the executive management, amounting to a total of approximately SEK 10.7 million. The company has also entered into agreements with a number of external investors regarding guarantee commitments of a total of approximately SEK 12.3 million. In aggregate, the issue of units is covered by subscription undertakings and guarantee commitments amounting to approximately SEK 23.0 million.

Amendment of the articles of association
The general meeting resolved to amend the company's articles of association by adopting new limits for the share capital and the number of shares.

Bonus issue
The general meeting resolved to increase the company’s share capital by SEK 37,186,641.12, to be made through transfer from the unrestricted equity. The bonus issue is carried out with no new share being issued. The purpose of the bonus issue is to restore the share capital after the reduction of the share capital in accordance with the above.

Reduction of the share capital for allocation to the unrestricted equity
The general meeting resolved on a reduction of the company's share capital for allocation to unrestricted equity by an amount in SEK that corresponds to the increase in the share capital as resolved upon in the new issue of shares above, reduced by the minimum amount required for the share's quota value to correspond to a whole number of Swedish ören after the reduction. The reduction is carried out without withdrawal of shares.

Authorization for the board of directors to resolve on a new issue
The general meeting resolved to authorize the board of directors to, until the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions for set-off or other conditions, resolve on the issuance of shares and warrants to those who have entered into guarantee commitments in order to ensure the preferential rights issue decided by the board of directors on 22 December 2023, which has been approved by the general meeting in accordance with the above. The total number of shares and warrants that may be issued under the authorization shall not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation that the company is to issue to the guarantors.