NOTICE OF EXTRAORDINARY GENERAL MEETING IN CELLAVISION AB (publ)

NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.

Right to participate
Shareholders who wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 25 August 2026 and shall have notified the Company of their intention to participate at the EGM no later than on 27 August 2026. Notice to participate shall be given in writing by e-mail to ebba.olsson@setterwalls.se or by post to CellaVision AB (publ), c/o Setterwalls Advokatbyrå AB, Att. Ebba Olsson, Box 4501, 203 20 Malmö. The notice shall contain the shareholder’s name, address, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).
 
Nominee-registered shares
To be entitled to participate in the EGM, a shareholder whose shares are nominee-registered must, through the nominee’s assistance, register the shares in their own name so that the shareholder is entered in the share register as of the record date 25 August 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures and within such time in advance as determined by the nominee. Voting rights registration completed by the nominee no later than 27 August 2026 will be taken into account when preparing the share register.
 
Proxy
If a shareholder intends to be represented by a proxy, a power of attorney must be issued to the proxy. The power of attorney shall be in writing, dated, and duly signed by the shareholder. A person representing a shareholder that is a legal entity must present a certificate of incorporation or other authorization documents demonstrating the authorized signatory for the shareholder. To facilitate registration at the EGM, the original power of attorney, as well as the certificate of incorporation and other authorization documents, should be sent to the Company at the above address well in advance of the meeting. If the power of attorney and other authorization documents have not been submitted in advance, they must be presented at the meeting. A power of attorney form is available from the Company and on www.cellavision.com, and will be provided to shareholders upon request.
 
Proposal of agenda
1. Opening of the EGM
2. Election of Chairman of the EGM
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the EGM has been duly convened
7. Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants
8. Closing of the EGM
 
Proposed resolutions
Election of Chairman of the EGM (item 2)
The board proposes that attorney Ola Grahn is elected as Chairman of the meeting.
 
Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants (item 7)
The board of directors proposes that the EGM resolves to adopt an employee option program for the Company’s CEO in accordance with what is set out under A below.

The purpose of the proposed employee option program (the “Employee Option Program 2026”) is to secure a long-term commitment for the CEO through a compensation system which is linked to the Company’s future value growth. Through the implementation of a share-based incentive program, the future value growth in the Company is encouraged, which implies common interests and goals for the shareholders of the Company and the CEO. For the CEO, Employee Option Program 2026 replaces participation in the Company’s long-term cash-based incentive program in which the other senior executives participates.
 
In order to secure the Company’s undertakings under the Employee Option Program 2026, the board of directors also proposes that the EGM resolves on a directed issue of warrants and an approval of transfer of warrants in accordance with Section B below.
 
A. The board of directors’ proposal on implementation of Employee Option Program 2026
The board of directors proposes that the EGM resolves to implement the Employee Option Program 2026 in accordance with the following substantial guidelines:
 
1. The Employee Option Program 2026 shall comprise a maximum of 100,000 employee options.
2. Each employee option entitles the holder a right to acquire one new share in the Company against cash consideration at an exercise price amounting to 150 per cent of the volume weighted average share price of the Company’s share on Nasdaq Stockholm during the ten trading days immediately prior to the EGM on 2 September 2026, however not less than the share’s quota value. The thus calculated exercise price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The exercise price and the number of shares that each option entitles right to may be subject to recalculation in the event of a bonus issue, split, rights issue etc., wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied.
3. The Employee Option Program 2026 shall only comprise the CEO in the Company.
4. Allotment is expected to take place in close connection to the EGM on 2 September 2026. 
5. The allotted employee options will vest on the day occurring three years after the date of allotment of the employee options.
6. Vesting is conditional upon that the participant continues to be employed in the Company and has not terminated the employment as of the date when the vesting occurs. If the participant ceases to be employed in the Company before the vesting date, the allotted employee options shall lapse. However, the board of directors shall be entitled to admit exceptions in certain situations (so-called good leaver situations, e.g. if the participant’s employment ceases due to death, early retirement or similar occasions or due to termination by the Company that is not related to misconduct by the participant.
7. The employee options shall not constitute securities and shall not be possible to transfer or pledge. However, in the event of death, the rights to vested employee options shall accrue to the beneficiaries of the holder of the employee options.
8. The employee options shall be allotted without consideration.
9. The holder can exercise allotted and vested employee options during a six month period after the vesting date. The board of directors has the right to limit the number of occasions during the exercise period when the employee options can be exercised.
10. In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting the Company, the employee options will vest in their entirety and be exercisable in connection with the relevant transaction.
11. Participation in Employee Option Program 2026 is conditional upon that such participation can legally take place, and that such participation in the Company’s assessment can take place with reasonable administrative costs and financial efforts.
12. The employee options shall be governed by separate agreement with the participant. The board of directors shall be responsible for the preparation and management of Employee Option Program 2026 in accordance with the above-mentioned substantial terms and guidelines.

B. Proposal on resolution on directed issue of warrants and approval of transfer of warrants
In order to enable the Company’s delivery of shares under the Employee Option Program 2026, the board of directors proposes that the EGM resolves on a directed issue of warrants and approval of transfer of warrants. The board of directors thus proposes that the EGM resolves on a directed issue of warrants in accordance with the following terms and conditions:
 
1. A maximum of 100,000 warrants shall be issued.
2. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Company or a subsidiary in the group. The reason for the deviation from the shareholders’ preferential rights is that the warrants are issued as part of the implementation of the Employee Option Program 2026. In the light of what has been stated above, the board of directors considers that it is for the benefit of the Company and its shareholders that the CEO is offered to participate in the Employee Option Program 2026.
3. Subscription shall be made no later than 31 October 2026.
4. Over subscription cannot occur.
5. The warrants shall be issued without consideration. The reason hereof is due to that the warrants shall be issued as part of the implementation of the Employee Option Program 2026.
6. Each warrant entitles to subscription of one new share in the Company at a subscription price amounting to 150 per cent of the volume weighted average share price of the Company’s share on Nasdaq Stockholm during the ten trading days immediately prior to the EGM on 2 September 2026, however not less than the share’s quota value. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The part of the subscription price exceeding the share’s quota value shall be added to the free share premium reserve.
7. Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 30 June 2030.
8. That the subscription price and the number of shares that each warrant entitles right to subscribe for are subject to customary recalculation in the event of a split-up or consolidation of shares, rights issue etc.
9. That the shares issued upon utilization of a warrant shall confer right to dividends in the first time on the record date for dividends that occurs immediately following effectuation of subscription to such extent that the share has been recorded in the company’s share ledger as interim share.
10. If all warrants are exercised for subscription of new shares, the share capital will increase with SEK 15,000.
11. The chairman of the Company’s board of directors shall be entitled to make such minor adjustments of the issue resolution that might be necessary in connection with registration with the Swedish Companies Registration Office.

Further, the board of directors proposes that the EGM shall resolve to approve that the Company or another company in the group, may transfer warrants to the participant in the Employee Option Program 2026 (or to a financial intermediary assisting with the delivery of shares to the participant in Employee Option Program 2026) without consideration in connection with the exercise of employee options in accordance with the terms and conditions under Section A above.
 
Other information regarding the Employee Option Program 2026
The Employee Option Program 2026 will be accounted for in accordance with “IFRS 2 – Share based payments”. IFRS 2 stipulates that the options shall be expensed as personnel costs over the vesting period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. The board of directors has made the assessment that the Employee Option Program 2026 will not trigger any social costs for the Company.
 
The employee options do not have a market value since they are not transferable. However, the board of directors has calculated a theoretical value of the employee options using the “Black Scholes” formula. Assuming that all options are allotted and assuming a share price at the time of allotment of the options of SEK 145.97, a strike price of SEK 218.95, a volatility of 35.8 per cent, a risk free interest of 2.5 per cent and that 100 per cent of the employee options are vested, the value of an employee option has been calculated to SEK 19.58 and the total personnel cost for the Employee Option Program 2026 in accordance with IFRS 2 is estimated to be approximately SEK 2 million before tax during the period 2026–2029.
 
It shall be noted that the calculations are based on preliminary assumptions and are only intended to provide an illustration of the outcome.
 
As per the date of the notice to the EGM, the number of shares in the Company amounts to 23,851,547. There are currently no share based incentive programs outstanding in the Company.
 
In case all warrants issued in relation to Employee Option Program 2026 are exercised for subscription of new shares, a total of 100,000 new shares will be issued, which corresponds to a dilution of approximately 0.42 per cent of the Company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full exercise of all warrants issued in relation to Employee Option Program 2026. The dilution would only have had a marginal impact on the key figure earnings per share for the full year 2025.
 
The above calculations regarding dilution and impact on key ratios are subject to recalculation of the warrants in accordance with the customary recalculation terms set out in the complete terms and conditions for the warrants.

This proposal has been prepared by the board of directors and its Remuneration Committee in consultation with external advisers.

The resolutions in accordance with Section A and B above shall be resolved upon as one resolution.
 
Majority requirements
For a valid resolution on the proposal pursuant to item 7, the proposal has to be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the EGM.
 
Further information
As per the date of the issue of this notice, the total number of shares and votes in the Company are 23,851,547. The Company does not hold any own shares. 
 
The complete proposal for resolution and related documents in accordance with the Swedish Companies Act as well as other documents for the meeting, will be available at the Company and on the Company’s website no later than three weeks prior to the general meeting. The documents will be sent upon request to shareholders who provide their postal address.
 
The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda.
 
Processing of personal data
For information on how your personal data is processed, see: 
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
 
 

Lund in August 2026

CellaVision AB (publ)
The Board of Directors