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LandSverige
ListaNordic SME Sweden
SektorInformationsteknik
IndustriElektronisk utrustning
JonDeTech Sensors är ett teknikbolag. Bolaget utvecklar infraröda sensorer som används för kontaktlös mätning av temperatur och värmeflöden. Bolagets teknik är patenterad och används i konsumentelektronik, medicinteknik samt industri. Exempel på produkter där bolagets teknik används inkluderar överhettningsskydd, personlig skyddsutrustning, samt sensorer för närvarodetektion. Bolaget har sitt huvudkontor i Stockholm.

Analysera bolaget i Börsdata!

All ägardata du vill ha finns i Holdings!

NOTICE OF EXTRAORDINARY GENERAL MEETING IN JONDETECH SENSORS AB (PUBL)

2026-10-30 16:30:00

The shareholders of JonDeTech Sensors AB (publ), reg. no. 556951–8532 (the “Company”) are hereby invited to the Extraordinary General Meeting to be held on 2 December 2026 at 10.00 at the Company’s office at Drottning Kristinas väg 45 in Stockholm. Registration will begin at 09.45.

N.B. The English version is an unofficial translation.

Right to attend the meeting

Shareholders who wish to participate in the Extraordinary General Meeting must:

  • be entered in the share register maintained by Euroclear Nordics AB on 24 November 2026; and
  • give notice to the Company of their participation in the Extraordinary General Meeting no later than 26 November 2026. Notice must be given in writing to the Company at JonDeTech Sensors AB (publ), Box 19563, 104 32 Stockholm. Notice may also be given by email to ir@jondetech.com. The notice should state the shareholder’s name, personal identity number or corporate registration number, shareholding, address, telephone number and, where applicable, details of any representative or assistant (no more than two). Where applicable, the notice should be accompanied by powers of attorney, registration certificates and other relevant authorisation documents.


Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Extraordinary General Meeting, register their shares in their own name so that they are entered in the share register as of the record date, 24 November 2026. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee’s procedures. Voting rights registrations completed (registered with Euroclear Nordics AB) no later than 26 November 2026 will be taken into account in the preparation of the share register.

Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. The power of attorney is valid for a maximum of one year from its date of issue or for such longer period of validity as is specified in the power of attorney, but no longer than five years from its date of issue. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent document for the legal entity must be attached. The original power of attorney and any registration certificate should be sent to the Company well in advance of the meeting. A proxy form is available on the Company’s website (www.jondetech.com).

DRAFT AGENDA

  1. Opening of the meeting.
  2. Election of the chair of the meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two persons to verify the minutes.
  6. Determination of whether the meeting has been duly convened.
  7. Resolution to amend the articles of association.
  8. Resolution to reduce the share capital without cancellation of shares to cover losses.
  9. Resolution to approve the Board of Directors’ resolution dated 30 October 2026 on an issue of units with preferential rights for existing shareholders.
  10. Resolution to authorise the Board of Directors to make minor adjustments to the resolutions passed at the meeting.
  11. Closing of the meeting.

PROPOSED RESOLUTIONS

Item 7 – Resolution to amend the articles of association

In order to enable the reduction of the share capital pursuant to item 8 and the rights issue resolved upon by the Board of Directors on 30 October 2026, the Board of Directors proposes that the Extraordinary General Meeting resolve to amend the limits for the share capital and the number of shares in the articles of association as follows. The other provisions of the articles of association remain unchanged. As of the date of this notice, there are a total of 99,577,003 shares in the Company and the share capital amounts to SEK 18,720,476.564.

Current wordingProposed wording
Section 4 Share capital
The share capital shall be at least SEK 10 904 000 and no more than SEK 43 616 000.
Section 4 Share capital
The share capital shall be at least SEK 14 625 000 and no more than SEK 58 500 000.
Section 5 Number of shares
The number of shares in the Company shall be at least 58 000 000 and no more than 232 000 000.
Section 5 Number of shares
The number of shares in the Company shall be at least 325 000 000 and no more than 1 300 000 000.

The resolution is conditional upon the Extraordinary General Meeting also resolving in accordance with the Board of Directors’ proposals under items 8 and 9. Should the share capital or the number of shares in the Company, following registration of the reduction of the share capital and the rights issue, fall below the proposed limits in the articles of association, the limits shall be reduced to the extent required to enable registration.

The CEO, or such person as the Board of Directors appoints, shall be entitled to make such minor adjustments as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB.

For a valid resolution, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.

Item 8 – Resolution to reduce the share capital without cancellation of shares to cover losses

The Board of Directors proposes that the Extraordinary General Meeting resolve to reduce the Company’s share capital by SEK 14,239,511.429 to cover losses. The reduction shall be carried out without cancellation of shares by changing the quota value of each share from approximately SEK 0.188 to SEK 0.045. The number of shares is not affected by the reduction of the share capital.

The purpose of the proposal is to provide the Company with a more appropriate quota value and to enable the Company to carry out the rights issue pursuant to item 9 of the agenda at the subscription price stated therein. The reduction shall be used to cover losses that cannot be covered by unrestricted equity according to the most recently adopted balance sheet. Following completion of the reduction in accordance with the proposal, the Company’s share capital will amount to SEK 4 480 965.135, divided into 99,577,003 shares (prior to the rights issue), each share having a quota value of SEK 0.045.

As the reduction is made to cover losses, no authorisation from the Swedish Companies Registration Office or a general court is required to implement the resolution. The reduction of the share capital shall be registered with the Swedish Companies Registration Office at the same time as the amendment to the articles of association pursuant to item 7 and the registration of the shares in the rights issue pursuant to item 9.
The CEO, or such person as the Board of Directors appoints, shall be entitled to make such minor adjustments as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB.

For a valid resolution under this item, the resolution must be supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.

The resolution to reduce the share capital is conditional upon the Extraordinary General Meeting also resolving to amend the articles of association pursuant to item 7 and approving the rights issue pursuant to item 9, and upon the registration of those resolutions with the Swedish Companies Registration Office.

Item 9 – Resolution to approve the Board of Directors’ resolution dated 30 October 2026 on an issue of units with preferential rights for existing shareholders

On 30 October 2026, subject to approval by the Extraordinary General Meeting, the Board of Directors resolved on an issue of no more than 99,577,003 units consisting of shares and warrants of series TO6, with preferential rights for existing shareholders, corresponding to issue proceeds of no more than approximately SEK 54.8 million before issue costs (the “Rights Issue”). The Board of Directors proposes that the Extraordinary General Meeting approve the Board of Directors’ resolution on the Rights Issue in accordance with the terms and conditions set out below.

  1. The new shares and warrants shall be issued together in units. Each unit shall consist of five (5) shares and five (5) warrants of series TO6.
  2. The Company’s share capital may be increased by no more than SEK 22,404,825.675 through the issue of no more than 497,885,015 shares. No more than 497,885,015 warrants of series TO6 shall be issued, entailing an increase in the share capital, upon full exercise of the warrants, of no more than SEK 22,404,825.675.
  3. Shareholders registered in the share register maintained by Euroclear Nordics AB for the Company on the record date of 4 December 2026 shall receive one (1) unit right for each one (1) share held. One (1) unit right is required to subscribe for one (1) unit.
  4. If not all units are subscribed for by exercise of unit rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment in accordance with the allotment principles set out below:
    1. Firstly, allotment shall be made to those who have subscribed for units by exercise of unit rights, irrespective of whether the subscriber was a shareholder on the record date or not, and, in the event of oversubscription, in proportion to the number of unit rights exercised by each person to subscribe for units and, to the extent this is not possible, by drawing lots.
    2. Secondly, allotment shall be made to others who have subscribed for units without exercise of unit rights and, if they cannot receive full allotment, in proportion to the number of units each person has applied to subscribe for and, to the extent this is not possible, by drawing lots.
    3. Finally, any remaining units shall be allotted to the issue guarantors that have entered into guarantee commitments in proportion to the size of their respective guarantee commitments and, to the extent this is not possible, by drawing lots.
  5. Subscription for units shall take place during the period from and including 8 December 2026 up to and including 22 December 2026. The Board of Directors shall be entitled to extend the subscription period.
  6. The subscription price shall be SEK 0.55 per unit, corresponding to SEK 0.11 per share. The warrants shall be issued free of charge. The subscription price corresponds to a discount of approximately 23.8 per cent compared to the theoretical ex-rights price (TERP), assuming full subscription of the new share issue and calculated on the basis of the volume-weighted average price (VWAP) of the share during the period from and including 26 October 2026 up to and including 30 October 2026. Any share premium shall be added to the free share premium fund.
  7. Subscription may only be made for units, not for shares and warrants separately. Allotment may only be made in units. Following completion of the Rights Issue, however, the shares and warrants will be separated.
  8. Payment for units shall be made in cash. Payment for units subscribed for with preferential rights shall be made simultaneously with subscription during the period from and including 8 December 2026 up to and including 22 December 2026. Payment for units subscribed for without preferential rights shall be made no later than three (3) banking days after an allotment notice has been sent to the subscriber. The Board of Directors shall be entitled to extend the payment period.
  9. Each warrant of series TO6 shall entitle the holder to subscribe for one (1) share at a subscription price of SEK 0.12.
  10. Subscription for new shares through exercise of warrants of series TO6 may take place during the period from and including 31 May 2027 up to and including 14 June 2027. Any share premium upon subscription for new shares through exercise of the warrants shall be added to the free share premium fund. The warrants are subject to further terms and conditions, including customary recalculation terms.
  11. The new shares shall be entitled to receive dividends for the first time on the first record date for dividends after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Nordics AB. The new shares resulting from exercise of the warrants shall be entitled to receive dividends for the first time on the first record date for dividends after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Nordics AB.

The Board of Directors, or any person appointed by the Board of Directors, shall be entitled to make such minor adjustments to the above resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Nordics AB.

A resolution pursuant to this item is conditional upon the Extraordinary General Meeting also resolving on an amendment to the articles of association pursuant to item 7 and a reduction of the share capital pursuant to item 8 on the agenda, and upon such resolutions being registered with the Swedish Companies Registration Office.

In connection with the Rights Issue, the Company intends to prepare an EU Follow-on Prospectus (the “Prospectus”). The Prospectus is expected to be published on the Company’s website around 3 December 2026, before the beginning of the subscription period.

Item 10 – Resolution to authorise the Board of Directors to make minor adjustments to the resolutions passed at the general meeting

The Board of Directors proposes that the Extraordinary General Meeting authorise the Board of Directors, the CEO, or any person otherwise appointed by the Board of Directors or the CEO, to make such minor adjustments and clarifications to the resolutions passed at the general meeting to the extent necessary for registration of the resolutions with the Swedish Companies Registration Office and Euroclear Nordics AB.

Shareholders’ right to receive information

Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders are entitled at the Extraordinary General Meeting to request that the Board of Directors and the CEO provide information regarding circumstances that may affect the assessment of an item on the agenda. The Board of Directors and the CEO shall disclose such information if the Board of Directors considers that this can be done without material harm to the Company.

Documents

The documents to be made available and presented at the Extraordinary General Meeting will be available on the Company’s website (www.jondetech.com) no later than three weeks before the general meeting. Copies of these documents will also be sent to shareholders who request them and state their postal address or email address, and will be available at the Extraordinary General Meeting. Requests for documents should be sent to the same postal address or email address as notices of attendance at the Extraordinary General Meeting.

Number of shares and votes

As of the date of this notice, the total number of shares and votes in the Company is 99,577,003. The Company holds no treasury shares.

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear’s website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

_____________________________

Stockholm in October 2026
JonDeTech Sensors AB (publ)
The Board of Directors

For more information, please contact:
Jonas Wærn, CEO
tel: +46 703 22 86 63
jonas.waern@jondetech.com

About JonDeTech
JonDeTech is a Swedish high-tech company developing digital and analogue heat sensors for measuring Core Body Temperature (CBT). The Company’s patented sensor technology combines a very small form factor with high accuracy and low power consumption, enabling integration into high-volume products such as wearables, medical sensors and other consumer products. The technology is designed to enable continuous body temperature monitoring in mass-produced consumer products, representing the next major technological step in digital health and wearables as body temperature data becomes as established as heart rate monitoring. JonDeTech operates through a global network of distributors and partners, with the objective of supplying sensors to leading global players in consumer electronics and digital health.

JonDeTech’s share is listed on NGM Growth Market.

Read more at www.jondetech.com.