Notice convening the Annual General Meeting of Episurf Medical AB (publ)

EXERCISE OF VOTING RIGHTS AT THE MEETING

Shareholders who wish to exercise their voting rights at the general meeting must:

• be registered in the share register maintained by Euroclear Sweden AB on Friday, 15 May 2026, or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder's own name for voting purposes in such time that the registration is completed on Tuesday, 19 May 2026; and
• give notice of participation to the Company in accordance with the instructions set out under the heading "Notice of attendance in person or by proxy", or submit a postal vote in accordance with the instructions set out under the heading "Instructions for postal voting", not later than on Tuesday, 19 May 2026.

Notice of attendance in person or by proxy

Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the Company thereof either by e-mail to ir@episurf.com or by post to Episurf Medical AB (publ), "Annual General Meeting 2026", Karlavägen 60, SE-114 49 Stockholm, Sweden. The notice of attendance must state the shareholder's name or company name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).

Shareholders who do not wish to participate in the general meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.

In order to facilitate the registration at the general meeting, powers of attorney, certificates of registration and other documents of authority should be received by the Company at the address Episurf Medical AB (publ), "Annual General Meeting 2026", Karlavägen 60, SE-114 49 Stockholm, Sweden not later than on Tuesday, 19 May 2026. Please note that notice of attendance at the general meeting must be given even if a shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance at the meeting. A template proxy form is available at the Company's website (www.episurf.com).

Instructions for postal voting

Shareholders who wish to exercise their voting rights by postal voting must use the postal voting form and follow the instructions that are available on the Company's website (www.episurf.com). The postal vote must be received by the Company not later than on Tuesday, 19 May 2026. The postal voting form must either be sent by e-mail to ir@episurf.com or be sent by post to Episurf Medical AB (publ), "Annual General Meeting 2026", Karlavägen 60, SE-114 49 Stockholm, Sweden. If the shareholder is a legal entity, a copy of a registration certificate or other equivalent authorisation document for the legal entity must be enclosed with the form. The same applies if the shareholder is voting by post through a proxy.

Shareholders who wish to revoke a submitted postal vote and instead exercise their voting rights by attending the general meeting in person or by proxy must notify the secretariat of the general meeting before the meeting opens.

Personal data

Personal data obtained from the share register and postal voting forms as well as information on proxies will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the meeting. For information about how your personal data is processed, please refer to the Privacy Policy available on Euroclear Sweden AB's website (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).

PROPOSED AGENDA

1. Opening of the general meeting.
2. Election of Chairman of the general meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to verify the minutes.
5. Approval of the agenda.
6. Determination of whether the general meeting has been duly convened.
7. Presentation of annual accounts and audit report as well as the consolidated annual accounts and the audit report for the group.
8. Resolution on
   1. adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet,
   2. allocation of the Company's results as set forth in the adopted balance sheet, and
   3. discharge from liability in respect of the members of the Board of Directors and the CEO.
9. Resolution on the number of members of the Board of Directors.
10. Determination of the remuneration to be paid to the members of the Board of Directors and to the auditor.
11. Election of members of the Board of Directors, Chairman of the Board of Directors, Vice Chairman and auditor.
12. Resolution on the Nomination Committee.
13. Resolution on approval of remuneration report.
14. Resolution on guidelines for remuneration to senior executives.
15. Resolution on authorisation for the Board of Directors to resolve on issues, with or without deviation from the shareholders' pre-emption rights.
16. Resolution on:
    1. approval of amendments of the articles of association regarding the limits for share capital and number of shares, and
    2. authorisation for the Board of Directors to resolve on issues of Class B shares and/or convertibles convertible into Class B shares.
17. Resolution on:
    1. approval of amendments of the articles of association regarding the limits for share capital and number of shares, and
    2. authorisation for the Board of Directors to resolve on issues of Class B shares.
18. Resolution on authorisation for the Board of Directors to resolve on issues of Class B shares, convertibles convertible into Class B shares and warrants entitling to subscription of Class B shares.
19. Closing of the general meeting.          

PROPOSALS FOR RESOLUTIONS

Resolutions proposed by the Nomination Committee

The Nomination Committee, consisting of Ulf Grunander, Chairman of the Board of Directors of Episurf, Ilija Batljan, representing Health Runner AB, Hans Bäck, representing John Bäck, as well as Niles Noblitt, representing Sajaco Investments LLC and Pål Ryfors, has made the following proposals:

Item 2 - Election of the Chairman of the general meeting

The Nomination Committee proposes the attorney Tilda Rosengren as Chairman of the Annual General Meeting. 

Item 9 - Resolution on the number of members of the Board of Directors

The Board of Directors is proposed to consist of seven (7) board members with no deputy board members.

Item 10 - Determination of the remuneration to be paid to the members of the Board of Directors and to the auditor

Remuneration to the members of the Board of Directors is proposed to be the following (remuneration for 2025 within brackets).

• The Chairman of the Board of Directors: SEK 400,000 (SEK 400,000).
• The Vice Chairman: SEK 200,000 (new role; no remuneration was paid in 2025).
• Each of the other members of the Board of Directors: SEK 200,000 (SEK 200,000). 
• The Chairman of the Audit Committee: SEK 40,000  (SEK 25,000).
• Each of the other members of the Audit Committee: SEK 25,000 (-).
• Each of the members of the Remuneration Committee: SEK 25,000 (-).

Remuneration to the auditor is proposed to be paid in accordance with approved invoice.

Item 11 - Election of the members of the Board of Directors, Chairman of the Board of Directors, Vice Chairman and auditor

Election of the members of the Board of Directors, Chairman and Vice Chairman

The current board members Jens Andersson, Ulf Grunander, Lars Lönnquist and Leif Ryd are proposed to be re-elected as board members, and Ilija Batljan, Eric Fischbein and Rosel Ragnarsson are proposed to be newly elected as board members for the period until the end of the next Annual General Meeting. 

Lars Lönnquist is proposed to be elected as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting. Ilija Batljan is proposed to be elected as Vice Chairman.

Ilija Batljan (1967) holds a PhD in demography and planning for elderly care from Stockholm University, as well as a bachelor's degree in economics from Stockholm University. Ilija founded Samhällsbyggnadsbolaget i Norden AB, where he currently serves as a board member, and previously held the position as the company's CEO. He is also one of the founders of Public Property Invest ASA, where he is currently CIO. Ilija is currently a board member and CEO of Ilija Batljan Invest AB (publ), as well as a board member of Health Runner AB. He also previously served as Chairman of the Board of Cryptzone Group AB.

Rosel Ragnarsson (1955) holds a bachelor's degree in economics and French from Uppsala University, and has studied French at Paris-Sorbonne University. Rosel has extensive experience in banking and finance, and has previously served as CFO of Samhällsbyggnadsbolaget i Norden AB and deputy CEO of Stockholms läns landsting SLL Internfinans AB.

Eric Fischbein (1976) holds a degree in economics from Stockholm University and Lund University. Eric has extensive and solid experience in the property sector. Eric is currently CEO of Mofast AB (Publ). Eric also has previous experience of working as an independent entrepreneur developing his own properties. Eric also has extensive experience of property management from a financial perspective.

Election of auditor

In accordance with the proposal of the Board of Directors, having fulfilled the duties of the Audit Committee, the auditing firm Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as the Company's auditor until the end of the next Annual General Meeting. If the proposal is approved, Öhrlings PricewaterhouseCoopers AB intends to appoint the authorised auditor Tobias Stråhle as the auditor in charge.

Item 12 - Resolution on the Nomination Committee

The Nomination Committee proposes that the Annual General Meeting adopt the following resolution regarding the procedure for appointing the Nomination Committee. The procedure for appointing the Nomination Committee shall apply until a resolution regarding change of the procedure for appointing the Nomination Committee is resolved by the general meeting.

The Nomination Committee shall consist of four members. The three, in terms of votes, largest shareholders/owner groups (the "Largest Shareholders") in the Company as of 31 August the year preceding the Annual General Meeting, according to the list of shareholders in the share register maintained by Euroclear Sweden AB or that in another way are proved to be one of the Largest Shareholders, are entitled to appoint one member of the Nomination Committee each. In addition, the Chairman of the Board of Directors shall be appointed as member of the Nomination Committee. The Chairman of the Board of Directors shall summon the Largest Shareholders by 15 October the year preceding the Annual General Meeting, at the latest. If any of these shareholders waive their right to appoint a member of the Nomination Committee, the next shareholder/owner group in order of size shall be given the opportunity to appoint a member of the Nomination Committee.

The CEO or any other person from the senior management shall not be a member of the Nomination Committee. The Chairman of the Board of Directors shall summon the Nomination Committee's first meeting.

The Chairman of the Board of Directors shall not be appointed Chairman of the Nomination Committee. The Nomination Committee's term of office extends until a new Nomination Committee is appointed. The composition of the Nomination Committee shall be made public no later than six months before the Annual General Meeting.

If it becomes known that a shareholder that has appointed a member of the Nomination Committee, as a result of changes in the said owner's shareholdings or due to changes in other owners' shareholdings, is no longer one of the Largest Shareholders, the committee member who was appointed by said shareholder shall, if the Nomination Committee so decides, resign and be replaced by a new member appointed by the shareholder who at the time is the largest registered shareholder that has not already appointed a member of the Nomination Committee.

If the registered ownership structure is otherwise significantly changed prior to the completion of the Nomination Committee's work, the composition of the Nomination Committee shall, if the Nomination Committee so decides, be changed in accordance with the above stated principles.

The Nomination Committee proposes that the following instruction for the Nomination Committee regarding its work is approved by the Annual General Meeting. The instruction for the Nomination Committee shall apply until a resolution regarding change of the procedures for appointing the Nomination Committee is resolved by the general meeting.

Members of the Nomination Committee 

Members of the Nomination Committee are to promote the common interests of all shareholders. The members of the Nomination Committee shall not unduly reveal the content and details of the discussions of the Committee. Each member of the Nomination Committee is to consider carefully whether there is any conflict of interest or other circumstance that makes membership of the Nomination Committee inappropriate before accepting the assignment.

The tasks of the Nomination Committee

The tasks of the Nomination Committee are, where applicable, to propose decisions to the shareholders' meeting on:

• election of Chairman for the shareholders' meeting
• number of members of the Board of Directors
• fees to members of the Board of Directors appointed by the shareholders' meeting, including remuneration for committee work
• auditor fees
• election of members of the Board of Directors and Chairman of the Board of Directors
• election of auditor
• principles for the appointment of the Nomination Committee
• instructions to the Nomination Committee

The composition of the Board of Directors

The Board of Directors is to have a composition appropriate to the Company's operations, phase of development and other relevant circumstances. The board members elected by the shareholders' meeting are collectively to exhibit diversity and breadth of qualifications, experience and background. The Company is to strive for gender balance on the board.

As part of the Nomination Committee's work on finding suitable candidates and assessing the need for complementary competence and to assess both the composition of the Board of Directors and the suitability of individual members, the Nomination Committee shall examine the internal board evaluation from the Chairman of the Board of Directors and each board member's own evaluation of the Board's overall competence, the work climate and the member's own competence.

Furthermore, the Board of Directors shall be ownership based and, at the same time, the need for independence from the Company, the Company's management and the Company's major shareholders shall be taken into account regarding the Board of Directors as a whole.

Members of the Board of Directors are to be appointed for a period extending no longer than to the end of the next Annual General Meeting. Deputies for directors elected by the shareholders' meeting are not to be appointed. Before the Nomination Committee nominates a candidate for the Annual General Meeting, the Nomination Committee shall conduct an assessment of the candidate's suitability, partly on the basis of an overall evaluation of the composition of the Board of Directors, and partly on the basis of an evaluation, among other things, of the candidate's character and theoretical and practical experience. Potential conflict of interest should also be taken into account. Furthermore, the candidate's ability to devote enough time on the board assignment shall be assessed.

Proposal for election of auditor

The Nomination Committee's proposal to the shareholders' meeting on the election of the auditor is to include the Audit Committee's recommendation (or that of the Board of Directors if it does not have an audit committee). If the proposal differs from the recommendation, the reasons for not following such recommendation are to be stated in the proposal.

Work of the Nomination Committee

The Company shall pay for reasonable costs that the Nomination Committee has considered to be necessary in order for the Nomination Committee to be able to complete its assignment.

The Nomination Committee is to issue a statement explaining its proposals with regard to the requirements concerning the composition of the Board of Directors contained in this instruction. The Committee is to provide specific explanation of its proposals with respect to the requirement to strive for gender balance. The statement is also to include an account of how the Nomination Committee has conducted its work.

The Nomination Committee is to notify its proposals and statements to the Company in sufficient time for it to be presented in the notice of a shareholders' meeting where the election of board members or auditors is to be held as well as published on the Company's website when the notice of the shareholders' meeting is issued.

At a shareholders' meeting where the election of board members or auditors is to be held, the Chairman of the Nomination Committee, or whoever the Chairman appoints, is to present the Nomination Committee's proposals and statements.

Furthermore, the Nomination Committee shall carry out the tasks assigned to it pursuant to the Swedish Corporate Governance Code.

Resolutions proposed by the Board of Directors

Item 4 - Election of one or two persons to verify the minutes 

The Board of Directors proposes that the Annual General Meeting elects one or two persons (a shareholder or a proxy for a shareholder) that are proposed by the Chairman of the meeting, who are not members of the Board of Directors or employees of the Company, to verify the minutes of the general meeting.

The duty of the person elected to verify the minutes shall also include verifying the voting list and that the postal votes received are correctly reflected in the minutes of the general meeting.

Item 8 b) - Resolution on allocation of the Company's results as set forth in the adopted balance sheet

The Board of Directors proposes that the general meeting resolves that Episurf shall not pay any dividend for the financial year 2025.

Item 13 - Resolution on approval of the remuneration report

The Board of Directors proposes that the general meeting resolves to approve the Board of Directors' remuneration report, which has been prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Item 14 - Resolution on guidelines for remuneration to senior executives

The Board of Directors proposes that the Annual General Meeting resolves to approve the following guidelines for remuneration to senior executives, to be applicable until further notice. 

Resolution on guidelines for remuneration of senior executives

These guidelines apply to senior executives of Episurf. Senior executives refer to the CEO and other members of the executive management. Should a board member perform work for Episurf beyond board duties, a consulting fee or other remuneration may be paid for such work. The guidelines shall apply to remuneration agreed upon, and changes made to previously agreed remuneration, after the guidelines have been adopted by the Annual General Meeting 2026. The guidelines do not cover remuneration resolved by the general meeting.

Promotion of the Company's business strategy, long-term interests and sustainability

The Company's business strategy is to own, manage and develop real estate with a long-term perspective and cash flows that generate a positive return over time, and to provide orthopedic surgeons with clinically excellent and high-quality patient-specific treatment options through Episurf's proprietary technology for image analysis, implant design and manufacturing. For further information about the Company's business strategy, please visit www.episurf.com

Successful implementation of the Company's business strategy and safeguarding of the Company's long-term interests, including its sustainability, requires that the Company is able to recruit and retain qualified employees. This in turn requires that the Company is able to offer competitive remuneration. These guidelines enable senior executives to be offered competitive total remuneration.

Variable cash remuneration covered by these guidelines shall aim to promote the Company's business strategy and long-term interests, including its sustainability.

Forms of remuneration, etc.

Remuneration shall be market-based and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. The general meeting may, in addition and independently of these guidelines, resolve on share- and share price-related remuneration.

Fulfilment of criteria for payment of variable cash remuneration shall be measurable over a period of one year. The variable cash remuneration may, per year, amount to a maximum of two monthly salaries for senior executives and a maximum of four monthly salaries for the CEO.

For the CEO, pension benefits, including health insurance, shall be defined contribution. Variable cash remuneration shall not qualify for pension purposes. Pension premiums for defined contribution pensions shall amount to a maximum of 30 per cent of the fixed annual cash salary. For other senior executives, pension benefits, including health insurance, shall be defined as a contribution unless the executive is covered by a defined benefit pension under mandatory collective bargaining agreement provisions. Variable cash remuneration shall qualify for pension purposes to the extent required by mandatory collective bargaining agreement provisions applicable to the executive. Pension premiums for defined contribution pensions shall amount to a maximum of 30 per cent of the pensionable salary.

Other benefits, including life insurance, health insurance and company car, shall amount to a maximum of 10 per cent of the fixed salary.

In respect of employment relationships governed by laws other than Swedish law, appropriate adjustments may be made to comply with mandatory rules or established local practice, provided that the overall purposes of these guidelines are met to the extent possible.

Termination of employment

In the event of termination by the Company, the notice period may be a maximum of six months. Fixed cash salary during the notice period and any severance pay may not in aggregate exceed an amount corresponding to one year's fixed cash salary for the CEO and six months for other senior executives. In the event of termination by the executive, the notice period may be a maximum of six months, without entitlement to severance pay.

In addition, compensation for any non-compete undertaking may be paid. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former executive is not entitled to severance pay. The compensation shall amount to a maximum of 100 per cent of the average monthly salary (including fixed salary and any variable remuneration) at the time of termination and shall be paid for the duration of the non-compete undertaking, which shall be a maximum of six months after the termination of employment.

Criteria for variable cash remuneration, etc.

Variable cash remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial. They may also comprise individually tailored quantitative or qualitative objectives. The criteria shall be designed to promote the Company's business strategy and longterm interests, including its sustainability, for example by having a clear link to the business strategy or promoting the executive's long-term development. The Board of Directors shall have the ability, under applicable law or agreement and with any limitations arising therefrom, to fully or partly reclaim variable remuneration paid on incorrect grounds.

When the measurement period for assessing fulfilment of criteria for payment of variable cash remuneration has ended, the extent to which the criteria have been fulfilled shall be assessed and determined. The Board of Directors is responsible for the assessment in respect of variable cash remuneration to the CEO. In respect of variable cash remuneration to other executives, the CEO is responsible for the assessment. In respect of financial targets, the assessment shall be based on the most recently publicly disclosed financial information of the Company.

Salary and employment conditions for employees

In the preparing of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for the Company's employees have been taken into account by including information on employees' total remuneration, the components of remuneration, and remuneration increases and rates of increase over time as part of the Board of Directors' basis for evaluating the reasonableness of the guidelines and the limitations arising therefrom. The development of the gap between the remuneration of senior executives and that of other employees will be reported in remuneration reports.

Decision-making process for determining, reviewing and implementing the guidelines^[1]

The Board of Directors of Episurf performs in its entirety the remuneration committee's tasks. The Board of Directors' tasks relating to this include preparing proposals for guidelines for remuneration to senior executives. The Board of Directors shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the Annual General Meeting. The guidelines shall remain in force until new guidelines are adopted by the general meeting. The Board of Directors shall also monitor and evaluate programs for variable remuneration for the executive management, the application of guidelines on remuneration for senior executives, and current remuneration structures and levels in the Company. To avoid conflicts of interest, board members who participate in deliberations and decisions on remuneration matters for senior executives shall be independent in relation to the Company and the executive management. The CEO or other members of company management do not attend the Board of Directors' consideration of and decisions on remuneration-related matters, to the extent they are affected by such matters.  

Deviations from the guidelines

The Board of Directors may resolve to temporarily deviate from the guidelines in whole or in part, if in an individual case there are special reasons for doing so and a deviation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As stated above, it is part of the Board of Directors' duties to prepare remuneration matters, which include decisions on deviations from the guidelines.

Item 15 - Resolution on authorisation for the Board of Directors to resolve on issues, with or without deviation from the shareholders' pre-emption rights

The Board of Directors proposes that the general meeting authorises the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, resolve on new issues of shares, convertibles and/or warrants. Issues may be made against payment in cash, by set-off, by payment in kind and/or otherwise on terms and conditions. If payment is made in kind or by set-off and the issue is made for the purpose of acquiring properties or property-owning companies, or if an issue is made with pre-emption rights for the shareholders of the Company, the Company's share capital and the number of shares that can be issued with the support of the authorisation may together be increased in total by an amount or number of shares that can be accommodated within the respective limits for share capital and number of shares in the articles of association from time to time. If payment is made in cash in an issue with deviation from the shareholders' pre-emption rights, or if a non-cash issue or set-off issue is made for a purpose other than the above, the number of shares issued on the basis of the authorisation may, however, not exceed ten (10) per cent of the number of shares in the Company at the time of the resolution of the issue. 

The purpose of the authorisation is to enable the acquisition of working capital, in order to carry out and finance any acquisitions. The reason for a potential deviation from the shareholders' preemption rights is that the authorisation also aims to secure the continued financing of the Company by adding new strategically important owners to the Company.

The subscription price shall be determined in accordance with prevailing market conditions. The Board of Directors or a person designated by the Board of Directors, shall be authorised to make such adjustments to the resolution under this item 15 as may be required in connection with registrations with the Swedish Companies Registration Office or due to other formal requirements.

A valid resolution in accordance with the proposal of the Board of Directors under this item 15 requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

Item 16 - Resolution on a) approval of amendments of the articles of association regarding the limits for share capital and number of shares and b) authorisation for the Board of Directors to resolve on issues of Class B shares and/or convertibles convertible into Class B shares

Items 16 a) and b) constitute a proposal to be approved as a joint resolution at the general meeting. A valid resolution in accordance with the proposal of the Board of Directors under this item 16 requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

The Board of Directors proposes, in addition to what is set out below, that the Board of Directors, or the person designated by the Board of Directors, shall be authorised to make such adjustments to the resolutions under this item 16 as may be required in connection with registrations with the Swedish Companies Registration Office and Euroclear Sweden AB.

Background to the proposal for a resolution under item 16

On 2 April 2026, the Company entered into an agreement to acquire all shares in Bolaget XX22 AB, and its wholly owned subsidiary Mofast Invest II AB, as well as a number of indirect subsidiaries from Mofast AB (Publ) (the "Mofast Acquisition"). The total agreed property value amounts to approximately SEK 697 million and the preliminary purchase price for the shares amounts to SEK 77 million. Preliminary intra-group debt to the seller will be settled in an amount of approximately SEK 164.5 million. The total preliminary consideration to the seller Mofast AB (Publ) amounts to approximately SEK 241.5 million. The preliminary purchase price of SEK 77 million will be settled through the issuance of a promissory note, intended to be offset against Class B shares in Episurf at a subscription price of SEK 0.045 per Class B share. The preliminary intra-group debt of approximately SEK 164.5 million will be settled through the issuance of two promissory notes intended to be offset against convertible debt instruments convertible into Class B shares in Episurf; one instrument with a principal amount of SEK 77 million ("Convertible Loan 1") and one instrument with a principal amount of approximately SEK 87.5 million ("Convertible Loan 2"). The loans carry maturities of 24 and 25 months respectively and an interest rate of STIBOR plus 1.25 per cent. Convertible Loan 1 may be converted into Class B shares during the period of 6-18 months from the date of issuance of the promissory note at a conversion price of SEK 0.055 per Class B share. Convertible Loan 2 may be converted into Class B shares at the following conversion prices: SEK 0.055 per Class B share (months 1-6 from closing), SEK 0.065 per Class B share (months 7-12 from closing), SEK 0.075 per Class B share (months 13-18 from closing) and SEK 0.085 per Class B share (months 19-24 from closing). The Mofast Acquisition is described in more detail in the press release announced by the Company on 2 April 2026.

a) Resolution on approval of amendments of the articles of association regarding the limits for share capital and number of shares

The Board of Directors proposes that the general meeting resolves to amend the Company's limits for share capital and number of shares in sections 4-5 of the Company's articles of association in order to enable the issues of shares and/or convertibles that the Board of Directors intends to resolve upon based on the authorisation from the general meeting pursuant to item 16 b) (the "Mofast Issues").

The Board of Directors is proposed to be authorised to submit the Company's new articles of association for registration, in accordance with the below, in connection with the Board of Directors' exercise of the authorisation for the Mofast Issues.

b) Resolution on authorisation for the Board of Directors to resolve on issues of Class B shares and/or convertibles convertible into Class B shares

The Board of Directors proposes that the general meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, resolve on issues of Class B shares and/or convertibles convertible into Class B shares up to a maximum number that can be accommodated within the respective limits for share capital and number of shares in the articles of association as submitted for registration from time to time, or in the articles of association that may be submitted for registration pursuant to the resolution of the general meeting under item 16 a). Issues may be made against cash payment, payment in kind or by way of set-off, or otherwise on terms and conditions.

The authorisation may only be utilised to complete the Mofast Acquisition and to fulfil the Company's obligations under the Mofast Acquisition.

Item 17 - Resolution on a) approval of amendments of the articles of association regarding the limits for share capital and number of shares, and b) authorisation for the Board of Directors to resolve on issues of Class B shares 

Items 17 a) and b) constitute a proposal to be approved as a joint resolution at the general meeting. A valid resolution in accordance with the proposal of the Board of Directors under this item 17 requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

The Board of Directors proposes, in addition to what is set out below, that the Board of Directors, or the person designated by the Board of Directors, shall be authorised to make such adjustments to the resolutions under this item 17 as may be required in connection with registrations with the Swedish Companies Registration Office and Euroclear Sweden AB.

Background to the proposal for a resolution under item 17

On 26 January 2026, the Company entered into an agreement with KlaraBo Empire Top Holding AB regarding the acquisition of the company KlaraBo Empire Holding AB, which holds a portfolio of assets consisting of properties, for a preliminary purchase price amounting to approximately SEK 361 million, of which SEK 130 million shall be paid through a promissory note to be set off against

Class B shares in the Company at a subscription price of SEK 0.045 per Class B share (the "KlaraBo Acquisition"). For further information regarding the KlaraBo Acquisition, please refer to Episurf's announcement regarding the KlaraBo Acquisition on 26 January 2026.

a) Resolution on approval of amendments of the articles of association regarding the limits for share capital and number of shares

The Board of Directors proposes that the general meeting resolves to amend the Company's limits for share capital and number of shares in sections 4-5 of the Company's articles of association in order to enable the issue of shares that the Board of Directors intends to resolve upon based on the authorisation from the general meeting pursuant to item 17 b) (the "KlaraBo Issue").

The Board of Directors is proposed to be authorised to submit the Company's new articles of association for registration, in accordance with the below, in connection with the Board of Directors' exercise of the authorisation for the KlaraBo Issue.

b) Resolution on authorisation for the Board of Directors to resolve on issues of Class B shares

The Board of Directors proposes that the general meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, resolve on issues of Class B shares up to a maximum number that can be accommodated within the respective limits for share capital and number of shares in the articles of association as submitted for registration from time to time, or in the articles of association that may be submitted for registration pursuant to the resolution of the general meeting under item 17 a). Issues may be made against cash payment, payment in kind or by way of set-off, or otherwise on terms and conditions.

The authorisation may only be utilised to complete the KlaraBo Acquisition and to fulfil the Company's obligations under the KlaraBo Acquisition.

Item 18 - Resolution on authorisation for the Board of Directors to resolve on issues of Class B shares, convertibles convertible into Class B shares and warrants entitling to subscription of Class B shares

Background to the proposal for a resolution under item 18

On 30 December 2025, Episurf announced that Episurf had entered into an agreement with Frusipe Intressenter Holding AB ("Frusipe Holding") regarding the acquisition of all shares in Frusipe Intressenter Target 1 AB, a wholly owned subsidiary of Frusipe Holding at the time, with payment through, inter alia, promissory notes that can be repaid through newly issued Class B shares, convertibles convertible into Class B shares and warrants that can be used to subscribe for Class B shares (the "Frusipe Acquisition"). For more information about the Frusipe Acquisition, please refer to Episurf's announcements regarding the Frusipe Acquisition on 30 December 2025 and on 8 January 2026, and to the Company's announcements on 24 February 2026 and on 17 April 2026 with regard to the issues in connection with the Frusipe Acquisition.

Resolution on authorisation for the Board of Directors to resolve on issues of Class B shares, convertibles convertible into Class B shares and warrants entitling to subscription of Class B shares

The Board of Directors proposes that the general meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' pre-emption rights, resolve on issues of Class B shares, warrants entitling to subscription of Class B shares and/or issue of convertibles convertible into Class B shares up to a maximum number that can be accommodated within the respective limits for share capital and number of shares in the articles of association as submitted for registration from time to time. Issues may be made against cash payment, payment in kind or by way of set-off, or otherwise on terms and conditions.

The authorisation may only be utilised to complete the Frusipe Acquisition and to fulfil the Company's obligations under the Frusipe Acquisition.

A valid resolution in accordance with the proposal of the Board of Directors under this item 18 requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting. 

The Board of Directors proposes, in addition to what is set out above, that the Board of Directors, or the person designated by the Board of Directors, shall be authorised to make such adjustments to the resolutions under this item 18 as may be required in connection with registrations with the Swedish Companies Registration Office and Euroclear Sweden AB.

OTHER INFORMATION Number of shares and votes

On the date of this notice, the total number of shares in Episurf is 4,010,494,390, of which 473,357 are Class A shares with three votes each, and 4,010,021,033 are Class B shares with one vote each. Accordingly, the total number of votes amounts to 4,011,441,104. The Company does not hold any shares in treasury.

Shareholders' rights to request information

The Board of Directors and the CEO shall, if requested by a shareholder and the Board of Directors believes that it can be done without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company's financial position. The duty to provide information also covers the Company's relationship with other group companies, the consolidated financial statements, and such circumstances relating to subsidiaries as referred to in the preceding sentence.

Documents

The complete proposals and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the Company and at the Company's website (www.episurf.com). The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Episurf Medical AB (publ), Karlavägen 60, SE-114 49 Stockholm, Sweden or by e-mail to ir@episurf.com.

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Stockholm in April 2026

The Board of Directors www.episurf.com