NOTICE OF ANNUAL GENERAL MEETING IN Swedencare AB (PUBL)
Summary by AI BETAClose X
The shareholders of Swedencare AB (publ), org.nr 556470-3790, with registered address in Malmö, are hereby invited to the Annual General Meeting on Thursday, April 23rd, 2026. Swedencare's Annual General Meeting is conducted at SEB’s premises at Gibraltargatan 9B in Malmö, at 1.00 pm.
Registration etc.
A shareholder who wishes to participate in the Annual General Meeting must:
- be listed as a shareholder in the share register produced by Euroclear Sweden AB regarding the conditions on April 15th, 2026,
- notify their participation no later than Wednesday, April 15th, 2026, at the address Swedencare AB (publ), Medeon Science Park, Per Albin Hanssons väg 41, 205 12 Malmö with an indication of “Annual General Meeting”, by e-mail to jenny.graflind@swedencare.se or by phone 073-944 85 54.
Upon registration, the shareholder's name, social security, or organization number (or equivalent), address, telephone number (daytime), shareholding, details of any assistants (maximum two) and, where applicable, details of deputies or agents must be stated.
Nominee registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder who has had his shares registered with a nominee must, in addition to registering at the Annual General Meeting, have the shares registered in his own name so that the shareholder is entered in the share register as of April 15th, 2026. Such registration can be temporary (called voting registration) and is requested from the nominee according to the nominee's routines at such time in advance as the nominee determines.
Agent
Shareholders who intend to attend by proxy must issue a dated power of attorney for proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent for the legal entity must be attached. Power of attorney may be valid for a maximum of five years from issuance. Power of attorney in original and any registration certificate should be sent to the Company at the above address in good time before the Annual General Meeting. The Company provides Power of attorney forms upon request, and this is also available on the Company's website, www.swedencare.com.
Shareholders’ right to receive information
Shareholders are reminded of the right to receive information from the Board of Directors and the CEO in accordance with Chapter 7. § 32 of the Swedish Companies Act. Requests for such information must be submitted in writing to Swedencare AB (publ), Medeon Science Park, 205 12 Malmö or via e-mail to jenny.graflind@swedencare.se, no later than, April 15th, 2026. The information is provided by keeping it available at Swedencare AB (publ), Medeon Science Park, 205 12 Malmö, and on the company's website, www.swedencare.com, no later than April 15, 2026. The information is also sent within the same time to the shareholder who has requested it and provided its address.
Number of shares and votes
The Company has a total of 159,840,958 shares at the time of issuing this notice. The total number of votes amounts to 159,840,958.
Proposed agenda
1. Opening of the meeting and election of a chairman at the meeting
2. Establishment and approval of the ballot paper
3. Selection of one or two adjusters
4. Approval of agenda
5. Examination of whether the meeting has been duly convened
6. Presentation by the CEO
7. Presentation of the annual report and the auditor's report as well as the consolidated accounts and the consolidated auditor's report
8. Decision on:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
b) dispositions regarding the Company's profit according to the approved balance sheet, and
c) discharge from liability towards the Company for the Board members and the CEO
9. Determination of fees to the Board auditor and committees
10. Election to the Board and by the auditor
11. Principles for the appointment of a nomination committee
12. The Board's proposal for a decision authorizing the Board to make a decision on the issue of shares
13. The Board’s proposal authorizing to carry out synthetic buybacks of own shares Closing of the meeting
14. The Board’s proposal authorizing to decide on the acquisition and disposal of the own shares
15. Closing of the meeting
Information about the Nomination Committee’s Proposal
The Nomination Committee’s proposal will be published later.
The Board’s proposal for a resolution
Item 2) - Establishment and approval of the voting list
The voting list that is proposed to be approved is the voting list that has been drawn up by the company, based on the general meeting share register and received postal votes.
Item 3) - Election of one or two persons who shall approve the minutes of the meeting
The Board of Directors proposes Jenny Graflind, or in her absence, the person appointed by the Board of Directors, as person to adjust the minutes of the meeting. The adjuster's assignment also includes checking the voting list and that incoming mail votes are correctly reproduced in the minutes of the meeting.
Item 8b) – Allocation of the Company’s profit in accordance with the approved balance sheet
The Board of Directors proposes a dividend of 0.28 SEK per share. The recording date for the right to receive dividends is proposed to be April 27th, 2026. If the Annual General Meeting resolves in accordance with the proposal, dividends are expected to be paid through Euroclear Sweden's care on April 30th, 2026.
Item 12) - Authorization for the Board of Directors to resolve on the issue of shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, decide to increase the company's share capital by a maximum of 17,760,106 shares through a new issue of shares corresponding to a dilution of 10% of all outstanding shares at the time of issuing this notice to the Annual General Meeting. The Board shall be able to decide on the issue of shares with deviation from the shareholders' preferential rights and/or with a provision on non-cash, set-off or otherwise with conditions in accordance with Chapter 2, § 5, second paragraph 1-3 and 5 of the Companies Act.
The issues shall take place on market terms, subject to a market issue discount where applicable. The Board of Directors shall have the right to determine the terms and conditions for other issues in accordance with this authorization and who shall have the right to subscribe for the shares. The reason for the Board being able to make a decision on a share issue with deviation from shareholders' preferential rights and/or with a provision on non-cash and set-off issue or otherwise with conditions as above is that the company should be able to issue shares in order to enable financing of the business and/or acquisition of all or part of companies, operations and/or product and trademark rights.
It is proposed that the CEO be authorized to make the minor adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office.
Item 13) - The Board’s proposal authorizing to carry out synthetic buybacks of own shares
The Board of Directors of Swedencare AB (publ), registration no. 556470–3790, proposes that the Annual General Meeting authorise the Board to prepare and implement a programme for synthetic repurchases of own shares, whereby the company, on one or more occasions, during the period up to the next Annual General Meeting, shall be able to carry out synthetic repurchases of own shares up to a maximum of ten (10) percent of all shares in the company. Synthetic repurchases of own shares may be made at a price per share within the price range applicable at any given time for the company’s shares on Nasdaq First North Growth Market. For this purpose, the company shall enter into agreements or other arrangements that enable the redemption of shares on terms that are fair to all shareholders. Counterparties to such agreements or arrangements shall be offered the opportunity to redeem up to the number of shares forming the basis of the agreement or arrangement. Resolutions regarding the redemption of shares covered by the programme shall be passed by the general meeting.
The purpose of the proposed authorisation to acquire own shares synthetically is to enable an improvement in the company’s capital structure and thereby contribute to increased shareholder value in the company.
Item 14) - The Board’s proposal authorizing to decide on the acquisition and disposal of the own shares
In the government bill 2025/26:125, the government has proposed an amendment to the Swedish Companies Act so that the possibility for public limited companies to acquire and dispose of own shares shall also apply to companies whose shares are admitted to trading on an MTF platform, including Nasdaq First North Growth Market. The legislative amendments are proposed to come into force on December 5th, 2026. The Board of Directors of Swedencare AB (publ), registration no. 556470–3790, therefore proposes that the Annual General Meeting resolves to authorise the Board to decide on the acquisition and disposal of the company’s own shares in accordance with the following. The Board of Directors’ right to exercise this authorisation is conditional upon the Swedish Companies Act being amended so that the acquisition and disposal of own shares is also permitted for companies whose shares are admitted to trading on an MTF platform.
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors to resolve, on one or more occasions up to the next Annual General Meeting, on the acquisition of shares in the company as follows:
1. Acquisitions may be made of no more than such a number of shares that, following each acquisition, the company holds no more than ten percent of all shares in the company.
2. Acquisitions may be made through trading on the Nasdaq First North Growth Market.
3. Acquisitions on the Nasdaq First North Growth Market may only be made at a price per share that falls within the price range registered at the time, i.e. the range between the highest bid price and the lowest ask price.
4. Payment for the shares shall be made in cash.
The Board of Directors further proposes that the Annual General Meeting resolves to authorise the Board of Directors to, on one or more occasions up to the next Annual General Meeting, resolve on the disposal of the company’s own shares as follows:
1. All shares held by the company may be transferred.
2. The transfer of shares may take place through trading on Nasdaq First North Growth Market or in any other manner, with deviation from shareholders’ pre-emptive rights.
3. The transfer of shares on the Nasdaq First North Growth Market may only take place at a price per share that falls within the price range registered at any given time, i.e. the range between the highest bid price and the lowest ask price. In the case of transfers by other means, the price shall be determined so that it does not fall below market value, subject to a market-based discount where applicable.
4. Consideration for transferred shares shall be paid in cash, by way of a contribution in kind or by set-off.
The authorisation to acquire and dispose of own shares is intended partly to give the Board greater flexibility in managing the company’s capital structure, and to enable the company to finance acquisitions using its own shares. The reason for any deviation from shareholders’ pre-emptive rights in the disposal of own shares is that such a transfer can be carried out in a more time- and cost-efficient manner than a transfer with pre-emptive rights for shareholders. If the company’s own shares are transferred for consideration in a form other than cash in connection with an acquisition, the company cannot give the shareholders the opportunity to exercise any pre-emptive rights.
Majority requirements
For resolutions pursuant to item 12,13 and 14 above, shareholders representing no less than two thirds of the votes cast as well as the shares represented at the General Meeting must approve the resolution.
Provision of documents
Accounting documents and auditors' report as well as other documents according to the Swedish Companies Act will be kept available at the Company's offices with address Swedencare AB (publ), Medeon Science Park, Per Albin Hanssons väg 41, 205 12 Malmö and on the Company's website, www.swedencare.com, no later than three weeks before the meeting, ie. no later than April 2nd, 2026. The documents are also sent free of charge to the shareholders who request it and who state their postal address. The documents will also be available at the Annual General Meeting.
Processing of personal data
For information on how your personal data is processed, please see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Malmö in March 2026
Swedencare AB (publ)
The Board of Directors
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