NOTICE OF EXTRAORDINARY GENERAL MEETING OF NANOLOGICA AB (PUBL)
The shareholders of Nanologica AB (publ), org.nr 556664-5023 (the "Company") are hereby invited to attend the Extraordinary General Meeting to be held on Monday, November 30, 2026, at 10.00 a.m., at Advokatfirman Lindahl's premises, at Smålandsgatan 16, Stockholm, Sweden.
Right to participate in the meeting
Shareholders who wish to participate in the Annual General Meeting must:
- be registered in their own name (not nominee-registered) in the share register maintained by Euroclear Sweden AB on Friday 20 November 2026, and
- give notice of their intention to attend so that the notice is received by the Company no later than Tuesday, November 24, 2026, at the address Box 2073, SE-151 02 Södertälje, Sweden, stating "General Meeting" or via info@nanologica.com.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to exercise their voting rights and participate in the meeting, give notice of attendance at the meeting and temporarily re-register the shares in their own name with Euroclear Sweden (so-called voting rights registration), so that they are entered in the share register maintained by Euroclear Sweden on the record date of Friday, November 20, 2026. This means that shareholders must notify their nominee of their wish well in advance of this date. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Tuesday, November 24, 2026 will be taken into account in the preparation of the share register.
Delegates
Shareholders who intend to attend by proxy must issue a dated power of attorney for proxy. If a power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The validity of the power of attorney may be stated to be a maximum of five years from the date of issue. The original power of attorney and any certificate of registration should be sent to the Company well in advance of the meeting at the address stated above. The Company provides a proxy form upon request and this is also available on the Company's website, www.nanologica.com.
Number of shares and votes
At the time of issuing this notice, there are a total of 328,769,842 shares in the Company. The total number of votes amounts to 328,769,842. The Company does not hold any own shares.
Draft agenda
- Opening of the Meeting and election of Chairman of the Meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on approval of related party transaction
- Resolution on directed issue of units to T&M Participation AB
- Resolution on adoption of new Articles of Association
- Closing of the meeting
Proposal for a decision
Paragraph 6 – Resolution on approval of related party transaction
On October 23, 2026, the Board of Directors of Nanologica resolved on a new issue of units with preferential rights for the Company's existing shareholders ("The Rights Issue”). Thomas Eldered, Chairman of the Board of Directors of the Company, has through his company T&M Participation AB ("T&M Participation") on the same day entered into a top guarantee agreement with the Company pursuant to which T&M Participation undertaken, on its own account and without the exercise of unit rights, to subscribe for units in the Rights Issue up to an amount of SEK 25,000,000, to the extent that the Rights Issue is not fully subscribed ("The warranty agreement”). According to the Guarantee Agreement, T&M Participation shall receive a guarantee fee that shall primarily be paid with 14 percent (corresponding to SEK 3,500,000) in the form of newly issued units at the same subscription price and terms as in the Rights Issue, and, if the general meeting does not approve the directed issue of such units in accordance with item 7 below, the compensation shall instead be paid in cash in an amount corresponding to 10 per cent (corresponding to SEK 2,500,000) of the guaranteed amount ("Guarantee compensation”).
The guarantee compensation to T&M Participation constitutes a material related party transaction pursuant to Chapter 16 a. of the Swedish Companies Act and requires the approval of the General Meeting. In addition, the issuance of the Guarantee Compensation in the form of units to T&M Participation requires the approval of the general meeting in accordance with Chapter 16. of the Swedish Companies Act (the so-called Leo Act), see item 7 below. It is the assessment of the Board of Directors that the Guarantee Agreement has been negotiated on market terms and that it is advantageous for the Company and its shareholders.
Against this background, the Board of Directors proposes that the Annual General Meeting resolves to approve the Guarantee Agreement and the Guarantee Compensation to T&M Participation in accordance with what is stated above.
Majority requirements
A valid resolution under this item requires that the resolution is supported by more than half of the votes cast. In the resolution of the Annual General Meeting, shares held by T&M Participation and Thomas Eldered, as well as shares held by Flerie Invest, shall not be taken into account.
Paragraph 7 – Resolution on directed issue of units to T&M Participation AB (Leo issue)
According to the Guarantee Agreement (see paragraph 6 above), the Guarantee Compensation to T&M Participation shall be paid in the form of newly issued units in the Company, corresponding to 14 percent of the guarantee amount.
Since the Guarantee Compensation shall be paid in the form of units to T&M Participation, which is a company controlled by the Chairman of the Board Thomas Eldered, Chapter 16. of the Swedish Companies Act (the so-called Leo Act) requires that the issue be approved by the General Meeting. The Board of Directors therefore proposes that the Annual General Meeting resolves in accordance with the following (in italics):
The Board of Directors proposes that the Annual General Meeting resolves to increase the Company's share capital by a maximum of SEK 416,666.60 through a new issue of not more than 2,083,333 units in accordance with the following terms and conditions.
1. Each unit consists of ten (10) shares. This means that a maximum of 20,833,330 new shares may be issued.
2. The right to subscribe for new units shall, with deviation from the shareholders' preferential rights, only be granted to T&M Participation AB.
3. The reason for the deviation from the shareholders' preferential rights is to fulfill the agreement entered into between the Company and T&M Participation, which has acted as guarantor in the Company's new share issue with preferential rights for existing shareholders, which the Board of Directors resolved on on 23 October 2026 with the support of authorization. The subscriber's guarantee fee in the capital raise is subject to approval by the General Meeting in accordance with Chapter 16. of the Swedish Companies Act and is therefore handled in a separate issue resolution.
4. Subscription of units shall be made by subscription to the subscription list no later than three banking days after the Annual General Meeting's approval of this issue resolution. The Board of Directors shall have the right to extend the subscription period.
5. Payment for subscribed units shall be made by set-off of receivables against the Company. The Board of Directors shall have the right to extend the payment period.
6. Each unit is issued at a subscription price of SEK 1.68 per unit, which corresponds to a subscription price of SEK 0.168 per share. The subscription price is the same subscription price as in the Rights Issue.
7. The part of the subscription price that exceeds the quota value of the previous shares at the time of subscription shall be added to the unrestricted share premium reserve.
8. The new shares entitle to dividends for the first time on the record date for dividend that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register of Euroclear Sweden AB.
9. The CEO, or a person appointed by the Board of Directors, shall have the right to make such minor adjustments as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirements
A valid resolution under this item requires that the resolution is supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting.
Paragraph 8 – Resolution on adoption of new Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend the Company's Articles of Association by adopting new limits for the share capital and the number of shares as set out below.
The purpose of the proposal is to achieve more appropriate limits for the number of shares and the share capital in connection with the implementation of the rights issue of units, which the Board of Directors announced through a separate press release on 23 October 2026.
The Board of Directors' proposal means that the Annual General Meeting resolves to adopt the following two alternative proposals for new Articles of Association (Alternatives (A) and (B)) and to authorize the Board of Directors to register one of the alternatives with the Swedish Companies Registration Office. The Annual General Meeting is thus proposed to resolve on all alternatives, but only one of them shall ultimately be registered with the Swedish Companies Registration Office. The Board of Directors shall therefore only register the alternative that is most optimal in light of the Rights Issue.
At the time of this notice, there are a total of 328,769,842 outstanding shares in the Company, with a share capital of SEK 6,575,396.84.
Amendments to the Articles of Association according to Alternative (A)
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital shall amount to a minimum of SEK 5,500,000 and a maximum of SEK 22,000,000. | The share capital shall amount to a minimum of SEK 6,560,000 and a maximum of SEK 26,240,000. |
| § 5 Number of shares | § 5 Number of shares |
| The number of shares shall be not less than 275,000,000 and not more than 1,100,000,000. | The number of shares shall be not less than 328,000,000 and not more than 1,312,000,000. |
Amendments to the Articles of Association according to Alternative (B)
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital shall amount to a minimum of SEK 5,500,000 and a maximum of SEK 22,000,000. | The share capital shall amount to a minimum of SEK 16,700,000 and a maximum of SEK 66,800,000. |
| § 5 Number of shares | § 5 Number of shares |
| The number of shares shall be not less than 275,000,000 and not more than 1,100,000,000. | The number of shares shall be not less than 835,000,000 and not more than 3,340,000,000. |
The CEO, or a person appointed by the Board of Directors, shall have the right to make such minor adjustments as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
Majority requirements
A valid resolution in accordance with the proposal requires that the resolution is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Shareholders' right to information at the Annual General Meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the company, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the agenda.
Processing of personal data
For information on how personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Provision of documents
The Board's complete proposal for resolution, together with the Board's reports and other documents in accordance with the Swedish Companies Act, will be available at the Company (Box 2073, SE-151 02 Södertälje) and on the Company's website, www.nanologica.com, no later than three weeks prior to the Annual General Meeting, i.e. no later than 9 November 2026. The documents will also be sent free of charge to shareholders who so request and who state their postal address and will also be available at the Annual General Meeting.
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Stockholm, October 2026
Nanologica AB (publ)
Board of Directors