The shareholders of Spago Nanomedical AB (publ), corporate registration number 556574-5048, are hereby summoned to the Extraordinary General Meeting on Thursday 22 October 2026, at 13.00 CEST at Advokatfirman Cederquist's premises, Hovslagargatan 3, in Stockholm. Registration starts at 12.30 CEST.
This English version of the notice to the Extraordinary General Meeting is for convenience only. The Swedish version prevails in the event of any inconsistency.
The board of directors has, in accordance with Spago Nanomedical's articles of association, decided that the shareholders may also exercise their voting rights by postal voting prior to the general meeting.
Right to attend and notice
Shareholders wishing to attend the Extraordinary General Meeting:
shall be registered in the share register kept by Euroclear Nordics AB concerning the circumstances on Wednesday 14 October 2026, and
shall give notice of their intention to attend the Extraordinary General Meeting of Spago Nanomedical no later than Friday 16 October 2026. Notice of attendance may be given:
When giving notice of attendance, the shareholders shall state their name, address, daytime telephone number and personal identification number or company registration number.
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading "Postal voting" below. Such postal voting does not require any further notice of attendance.
Nominee-registered shares
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to registering for the Extraordinary General Meeting, register the shares in their own names so that the shareholder is entered into the share register as of Wednesday 14 October 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than the second banking day after 14 October 2026 will be taken into account in the preparation of the share register.
Proxy etc.
Shareholders who wish to attend the meeting venue in person or through a proxy are entitled to bring one or two assistants. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document doesn't exist, a corresponding document, shall be enclosed. In order to facilitate the registration at the general meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to Spago Nanomedical at the address stated above well in advance of the Extraordinary General Meeting. If applicable, such original power of attorney shall be brought to the Extraordinary General Meeting. A proxy form is available on the company's website, www.spagonanomedical.se.
Postal voting
A designated form shall be used for postal voting. The form is available on the company's website, www.spagonanomedical.se. The postal voting form is valid as notification of attendance at the Extraordinary General Meeting.
The completed and signed voting form must be received by Spago Nanomedical no later than Friday 16 October 2026. The completed and signed form shall be sent by post to Advokatfirman Cederquist, P. O. Box 1670, SE-111 96 Stockholm, Sweden, Att: Morwarid Sediqi (mark the envelope with "Spago Nanomedical AB (publ), EGM 2026"), or by e-mail to morwarid.sediqi@cederquist.se. If a shareholder postal votes by proxy, a power of attorney must be enclosed with the form. A proxy form is available at the company's website, www.spagonanomedical.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document must be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i. e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proposed agenda
Proposed resolutions
Item 7. Resolution on (i) the implementation of Employee Stock Option Program 2026/2030:A, (ii) a directed issue of warrants, and (iii) approval of transfer of warrants
Background
The board of directors proposes that the general meeting resolves to implement an Employee Stock Option Program 2026/2030:A ("Employee Stock Option Program A") for employees of the Company or, where applicable, another company within the same group as the Company ("Group"), in accordance with items (i), (ii) and (iii) below.
The purpose of Employee Stock Option Program A is to ensure long-term commitment among employees through a remuneration system linked to the Company's future increase in value. Through the implementation of a share-related incentive program, the long-term increase in value of the Company is rewarded, thereby creating common interests and objectives for the Company's shareholders and employees. Such an incentive program is also expected to improve the Company's ability to retain employees.
The board of directors' proposal regarding the implementation of Employee Stock Option Program A pursuant to items (i), (ii) and (iii) below constitutes a combined proposal and shall be resolved upon as one resolution.
i) Resolution on the implementation of Employee Stock Option Program 2026/2030:A
The board of directors proposes that the general meeting resolves to implement Employee Stock Option Program A on the following terms:
The barrier condition
Each employee stock option is subject to a barrier condition.
"Barrier" corresponds to 300 per cent of the volume-weighted average price of the share according to Nasdaq First North Growth Market's official price list during a period of five (5) trading days ending on the day preceding the general meeting which is to resolve on Employee Stock Option Program A.
The barrier condition is fulfilled only when the volume-weighted average price of the share according to Nasdaq First North Growth Market's official price list, calculated during a period of five (5) trading days at any time from the date on which the Participant enters into an employee stock option agreement up to and including 31 March 2030, exceeds the Barrier.
The cap condition
Each employee stock option is subject to a cap condition. If the Company's volume-weighted average price during the five (5) trading days preceding notification of exercise of an employee stock option according to Nasdaq First North Growth Market's official price list for shares ("Average Share Price") exceeds SEK 0.80 ("Cap"), each employee stock option shall, upon exercise, entitle the holder to acquire a lower number of warrants, calculated as follows:
Recalculated number of warrants which each employee stock option entitles the holder to acquire = previous number of warrants which each employee stock option entitles the holder to acquire × (the Cap – the Exercise Price) / (the Average Share Price – the Exercise Price)
The Exercise Price and the number of shares to which each warrant entitles the holder may be subject to recalculation as a result of a bonus issue, consolidation or subdivision of shares, rights issue and similar measures, in which case the recalculation provisions in the full terms and conditions for the warrants shall apply.
If recalculation is made in accordance with the provisions above, the Barrier and the Cap shall also be recalculated so that the economic effects of the value limitations remain unchanged in relation to the recalculated number of warrants which each employee stock option entitles the holder to subscribe for and the recalculated Exercise Price, respectively.
No over-allotment may take place.
The allocation shall be distributed among the Participants based on a resolution by the board of directors of the Company, taking into account the Participants' positions within the Company or the Group, responsibilities and respective total remuneration.
If the Participant's employment with the Company or the Group terminates before the employee stock options have vested as set out above, all unvested employee stock options shall lapse.
ii) Resolution on a directed issue of warrants
The board of directors proposes that the Company issue a maximum of 10,862,315 warrants of series 2026/2030:A in order to secure the delivery of shares or warrants to the Participants in Employee Stock Option Program A in accordance with the terms of the program. The issue is proposed on the following terms.
iii) Resolution on approval of transfer of warrants
The board of directors further proposes that the Company be permitted to transfer warrants issued pursuant to item (ii) above to the Participants or to a designated third party, for the purpose of delivering shares to the Participants in accordance with the terms of Employee Stock Option Program A, including to a designated third party pursuant to a share swap agreement. The Company shall only be entitled to transfer the warrants for this purpose, and the deviation from the shareholders' preferential rights is intended to secure the delivery of shares to the Participants in Employee Stock Option Program A.
Previous incentive programs and dilution
There are currently no outstanding share-based incentive programs in the Company.
If all employee stock options are exercised, the number of shares will increase by a maximum of 10,862,315, corresponding to a dilution of a maximum of approximately 1.3 per cent of the shares and votes based on the Company's current number of shares. The expected dilution resulting from Employee Stock Option Program A and the proposed Employee Stock Option Program 2026/2030:B amounts to approximately 2.0 per cent of the shares and votes based on the Company's current number of shares.
Costs, impact on key performance indicators and preliminary valuation
The board of directors assesses that Employee Stock Option Program A may, at the respective exercise dates, give rise to the recognition of salary costs and costs for the Company in the form of social security contributions, in addition to certain limited costs in the form of external consultancy fees and administration relating to Employee Stock Option Program A.
Based on an assumed market value of the underlying share of SEK 0.1104 at the allocation of the employee stock options, an assumed Exercise Price of SEK 0.01, a Barrier of SEK 0.3312, a Cap of SEK 0.80, an expected term of 3.0 years, a risk-free interest rate of 2.663 per cent, an assumed volatility of 77.9 per cent and no expected dividends during the term, the value (for accounting purposes regarding salary costs and social security contributions) has been calculated at SEK 0.0599 per employee stock option and approximately SEK 650,653 for all employee stock options in Employee Stock Option Program A.
In the event of a positive development in the share price and fulfilment of the barrier condition, assuming a share price of SEK 0.3312, that all employee stock options are allocated and that all allocated employee stock options are exercised for the acquisition of 10,862,315 shares, and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program A will result in costs in the form of social security contributions amounting to approximately SEK 1,096,236.
In the event of a positive development in the share price and fulfilment of the barrier condition, assuming a share price of SEK 0.5656, that all employee stock options are allocated and that all allocated employee stock options are exercised for the acquisition of 10,862,315 shares, and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program A will result in costs in the form of social security contributions amounting to approximately SEK 1,896,229.
In the event of a positive development in the share price and fulfilment of the barrier condition, assuming a share price of SEK 0.8000, that all employee stock options are allocated and that all allocated employee stock options are exercised for the acquisition of 10,862,315 shares, and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program A will result in costs in the form of social security contributions amounting to approximately SEK 2,696,222.
In the event of a positive development in the share price and fulfilment of the barrier condition, assuming a share price of SEK 1.6000, that all employee stock options are allocated and that all allocated employee stock options are exercised for the acquisition of 5,396,999 shares (pursuant to the cap condition, meaning that one (1) employee stock option entitles the holder to acquire 0.496855 warrants or 0.496855 shares), and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program A will result in costs in the form of social security contributions amounting to approximately SEK 2,696,222.
All calculations above are preliminary and are intended only to present an example of the potential costs that Employee Stock Option Program A may entail. Actual costs may therefore differ from those stated above.
Employee Stock Option Program A is expected to have a marginal effect on the Company's key performance indicators
Preparation of the proposal
The proposal for Employee Stock Option Program A has been prepared by the board of directors of the Company in consultation with external advisors.
Item 8. Resolution on (i) the implementation of Employee Stock Option Program 2026/2030:B, (ii) a directed issue of warrants, and (iii) approval of transfer of warrants
Background
The Company's largest shareholder, Cidro Förvaltning AB, representing approximately 40.7 per cent of both the shares and votes in the Company (the "Proposer"), proposes that the Extraordinary General Meeting resolves to implement an Employee Stock Option Program 2026/2030:B (the "Employee Stock Option Program B") for the Chairman of the Board and certain members of the Board of Directors of the Company, in accordance with items (i), (ii) and (iii) below.
The purpose of Employee Stock Option Program B is to ensure the long-term commitment of those members of the Board of Directors who do not already have a significant shareholding and who also have an operational involvement in the Company through a remuneration system linked to the Company's future value growth. By implementing a share-related incentive program, the Company's long-term value growth is rewarded, which entails common interests and objectives for the Company's shareholders and the Board of Directors. Such an incentive program may also be expected to improve the Company's ability to retain members of the Board of Directors. The Proposer's proposal to implement Employee Stock Option Program B pursuant to items (i), (ii) and (iii) below constitutes an overall proposal and shall be resolved upon as one resolution.
i) Resolution on the implementation of Employee Stock Option Program 2026/2030:B
The Proposer proposes that the Extraordinary General Meeting resolves to implement Employee Stock Option Program B on the following terms:
The barrier condition
Each employee stock option is subject to a barrier condition.
The "Barrier" corresponds to 300 per cent of the volume-weighted average price of the share according to Nasdaq First North Growth Market's official price list during a period of five (5) trading days ending on the day preceding the general meeting that is to resolve on Employee Stock Option Program B.
The barrier condition is fulfilled only when the volume-weighted average price of the share according to Nasdaq First North Growth Market's official price list, calculated during a period of five (5) trading days at any time from the date on which the Participant enters into an employee stock option agreement up to and including 31 March 2030, exceeds the Barrier.
The cap condition
Each employee stock option is subject to a cap condition. If the Company's volume-weighted average price during five (5) trading days preceding the notice of exercise of an employee stock option according to Nasdaq First North Growth Market's official price list for shares (the "Average Share Price") exceeds SEK 0.80 (the "Cap"), each employee stock option shall, upon exercise, entitle the holder to acquire a lower number of warrants, calculated as follows:
Recalculated number of warrants that each employee stock option entitles the holder to acquire = previous number of warrants that each employee stock option entitles the holder to acquire x (Cap – Exercise Price) / (Average Share Price – Exercise Price)
The Exercise Price, and the number of shares to which each warrant entitles the holder, may be subject to recalculation as a result of a bonus issue, consolidation or split of shares, rights issue and similar measures, in which case the recalculation provisions set out in the complete warrant terms shall apply.
If recalculation is made in accordance with the provisions above, the Barrier and the Cap shall also be recalculated so that the economic effects of the value limitations remain unchanged in relation to the recalculated number of warrants for which each employee stock option entitles the holder to subscribe and the recalculated Exercise Price, respectively.
No over-allotment may take place.
If the Participant's assignment with the Company terminates before the employee stock options have vested in accordance with the above, all unvested employee stock options shall lapse.
ii) Resolution on a directed issue of warrants
The Proposer proposes that the Company issue no more than 5,431,157 warrants of series 2026/2030:B in order to secure delivery of shares or warrants to the Participants in Employee Stock Option Program B in accordance with the terms of the program. The issue is proposed to be made on the following terms.
iii) Resolution on approval of transfer of warrants
The Proposer proposes that the Company be permitted to transfer warrants issued pursuant to item (ii) above to the Participants or to a designated third party, for the purpose of delivering shares to the Participants in accordance with the terms of Employee Stock Option Program B, including to a designated third party under a share swap agreement. The Company shall only be entitled to transfer the warrants for this purpose, and the deviation from the shareholders' preferential rights is to secure delivery of shares to the participants in Employee Stock Option Program B.
Previous incentive programs and dilution
There are currently no outstanding share-based incentive programs in the Company.
If all employee stock options are exercised, the number of shares will increase by no more than 5,431,157, corresponding to dilution of no more than approximately 0.7 per cent of the shares and votes based on the Company's current number of shares. The expected dilution from Employee Stock Option Program B and the proposed Employee Stock Option Program 2026/2030:A amounts to approximately 2.0 per cent of the shares and votes based on the Company's current number of shares.
Costs, effect on key ratios and preliminary valuation
The Proposer assesses that Employee Stock Option Program B may, at each exercise date, result in the recognition of salary costs and costs for the Company in the form of social security contributions, in addition to certain limited costs for external consultancy fees and administration relating to Employee Stock Option Program B.
Based on an assumed market value of the underlying share of SEK 0.1104 at the allotment of the employee stock options, an assumed Exercise Price of SEK 0.01, a Barrier of SEK 0.3312, a Cap of SEK 0.80, an expected term of 3.0 years, a risk-free interest rate of 2.663 per cent, assumed volatility of 77.9 per cent and no expected dividend during the term, the value (for accounting salary costs and social security contributions) has been calculated at SEK 0.0599 per employee stock option and approximately SEK 325,326 for all employee stock options in Employee Stock Option Program B.
In the event of a positive development in the share price and that the barrier condition is fulfilled, assuming a share price of SEK 0.3312, that all employee stock options are allotted and that all allotted employee stock options are exercised to acquire 5,431,157 shares, and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program B will result in costs in the form of social security contributions amounting to approximately SEK 548,118.
In the event of a positive development in the share price and that the barrier condition is fulfilled, assuming a share price of SEK 0.5656, that all employee stock options are allotted and that all allotted employee stock options are exercised to acquire 5,431,157 shares, and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program B will result in costs in the form of social security contributions amounting to approximately SEK 948,114.
In the event of a positive development in the share price and that the barrier condition is fulfilled, assuming a share price of SEK 0.8000, that all employee stock options are allotted and that all allotted employee stock options are exercised to acquire 5,431,157 shares, and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program B will result in costs in the form of social security contributions amounting to approximately SEK 1,348,111.
In the event of a positive development in the share price and that the barrier condition is fulfilled, assuming a share price of SEK 1.6000, that all employee stock options are allotted and that all allotted employee stock options are exercised to acquire 2,698,499 shares (under the cap condition, meaning that one (1) employee stock option entitles the holder to acquire 0.496855 warrants or 0.496855 shares), and that the average social security contributions amount to 31.42 per cent, Employee Stock Option Program B will result in costs in the form of social security contributions amounting to approximately SEK 1,348,111.
All calculations above are preliminary and are only intended to present an example of the potential costs that Employee Stock Option Program B may entail. The actual costs may therefore deviate from those stated above.
Employee Stock Option Program B is expected to have a marginal effect on the Company's key ratios.
Preparation of the proposal
The proposal for Employee Stock Option Program B has been prepared by the Proposer in consultation with external advisors.
Other information
Authorisation
The board of directors or the CEO, or the person appointed by either of them, shall be authorised to make such minor adjustments to the above resolutions as may be required in connection with registration with the Swedish Companies Registration Office and/or Euroclear Nordics AB.
Majority requirements
The resolutions pursuant to items 7-8 above require support from shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting. Board members who are also shareholders in the Company and are covered by Employee Stock Option Program 2026/2030:B may not vote on the resolution under item 8 of the agenda.
Number of shares
Spago Nanomedical has a total of 798,380,128 shares with one vote each, thus a total of 798,380,128 votes.
Shareholders' right to receive information
The board of directors and the CEO shall, if requested by a shareholder and if the board of directors considers that it can be done without material harm to the Company, provide information at the Extraordinary General Meeting regarding circumstances that may affect the assessment of an item on the agenda.
Documents
Documents required to be made available pursuant to the Swedish Companies Act will be available no later than three weeks prior to the Extraordinary General Meeting at the Company and on the Company's website, www.spagonanomedical.se, and will be sent promptly and free of charge to shareholders who so request and state their postal or e-mail address. The documents will also be available at the Extraordinary General Meeting.
Processing of personal data
In connection with the notice of attendance the company will process the personal data regarding shareholders that has been requested in accordance with the above. The personal data collected from the share register, notice of attendance at the Extraordinary General Meeting and information on proxies and assistants will be used for registration, preparation of the voting list and, where applicable, minutes of the Extraordinary General Meeting. The personal data will only be used for the Extraordinary General Meeting. For further information on how your personal data is processed by the company and your rights, please see the company's website, www.spagonanomedical.se.
Lund, September 2026
Spago Nanomedical AB (publ)
The board of directors