Notice of Extraordinary General Meeting of Clavister AB

MARKN.

Clavister AB will hold an Extraordinary General Meeting on Wednesday, December 17, 2025, at 13:00 CET at the company’s offices at Sjögatan 6J in Örnsköldsvik. Registration starts at 12:30 CET.

Right to participate and notice of intention to attend
Shareholders wishing to participate in the General Meeting must:

  • be recorded as a shareholder in the share register maintained by Euroclear Sweden AB as of Tuesday, December 9, 2025, and
  • give notice to the company of their intention to participate no later than Thursday, December 11, 2025.

Notice of intention to participate must be given in writing by email to ir@clavister.com or by post to Clavister AB, Sjögatan 6J, 891 60 Örnsköldsvik, Sweden. Please state in the notice the name of the shareholder, personal identification number or company registration number (or equivalent), address, daytime telephone number, any assistants who will assist the shareholder at the General Meeting (a maximum of two), and, if applicable, legal representative or proxy. See below for information on the processing of personal data.

Nominee registered shares
In order to be entitled to participate in the General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Tuesday, December 9, 2025. Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made by the nominee no later than Thursday, December 11, 2025 will be taken into account in the presentation of the share register.

Proxies and proxy forms
Shareholders who are represented through a proxy must issue a written and dated proxy form. Proxy forms are available on the company’s website, www.clavister.com. Proxy forms can also be obtained from the company or ordered through the address or email set forth above. In the event the proxy has been issued by a legal entity, a certificate of registration or corresponding authorization document, evidencing that the person(s) who have signed the proxy form are authorized signatories for the legal entity, must be appended to the proxy form. The proxy form may not be older than one year, unless a longer validity period is stated in the proxy form, however not more than five years from the date of issuance. A copy of the proxy form and any certificate of registration should be sent to the company at the address set forth above in ample time prior to the General Meeting.

Proposed agenda

  1. Opening of the General Meeting and election of the chair of the General Meeting
  2. Preparation and approval of the voting register
  3. Election of one or two persons to attest the minutes
  4. Determination of whether the General Meeting was duly convened
  5. Approval of the agenda
  6. Resolution on approval of the Board of Directors’ resolution on a directed share issue 1
  7. Resolution on approval of the Board of Directors’ resolution on a directed share issue 2
  8. Closing of the General Meeting

ITEM 6: RESOLUTION ON APPROVAL OF THE BOARD OF DIRECTORS’ RESOLUTION ON A DIRECTED SHARE ISSUE 1
The Board of Directors proposes that the General Meeting resolves on the approval of the Board of Directors’ resolution on a directed share issue, made on November 27, 2025, in accordance with the following terms.

1. The Company shall issue a maximum of 185,185 shares, entailing a maximum increase in the share capital of SEK 18,518.50.
2. The right to subscribe for shares will be granted, with deviation from the shareholders' preferential rights, to Andreas Hedskog.
3. The subscription price per share is SEK 2.70, which is based on the price determined through an accelerated bookbuilding procedure conducted by Cantor Fitzgerald Germany GmbH. The share premium shall be transferred to the unrestricted premium reserve. Payment shall be made in cash no later than December 30, 2025. The Board of Directors shall have the right to resolve on an extension of the payment period.
4. Subscription of shares shall be made on a subscription list no later than December 30, 2025. The Board of Directors shall have the right to resolve on an extension of the subscription period
5. The new shares entitle to dividend for the first time on the record date for dividend that occurs immediately after the new shares are entered in the share register maintained by Euroclear Sweden AB.
6. The share issue is part of a larger accelerated bookbuilding procedure where the Board of Directors carefully has considered the possibility of raising capital through a rights issue and believes that it is currently, for several reasons, more favourable for the company and its shareholders to raise capital through a directed share issue. A rights issue would take significantly longer to complete, which could reduce the company's financial flexibility and prevent the company from taking advantage of any business opportunities, especially in the current volatile market environment. Furthermore, the company wishes to expand and strengthen its institutional and professional shareholder base and to further strengthen the liquidity of the company's shares. The company wants to ensure a strong balance sheet and to secure financial resources for estimated future order growth. Against this background, the Board of Directors’ overall assessment is that it is in the interest of the company and its shareholders to carry out the directed share issue with deviation from the main rule on shareholders’ preferential rights.

The Board of Directors, or a person appointed by the Board of Directors, shall have the right to decide on such minor amendments to the resolution as may be required upon registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.

A resolution in accordance with this item is valid only if supported by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the General Meeting.

ITEM 7: RESOLUTION ON APPROVAL OF THE BOARD OF DIRECTORS’ RESOLUTION ON A DIRECTED SHARE ISSUE 2
The Board of Directors proposes that the General Meeting resolves on the approval of the Board of Directors’ resolution on a directed share issue, made on November 27, 2025, in accordance with the following terms.

1. The Company shall issue a maximum of 3,703,703 shares, entailing a maximum increase in the share capital of SEK 370,370.30.
2. The right to subscribe for shares will be granted, with deviation from the shareholders' preferential rights, to Staffan Dahlström.
3. The subscription price per share is SEK 2.70, which is based on the price determined through an accelerated bookbuilding procedure conducted by Cantor Fitzgerald Germany GmbH. The share premium shall be transferred to the unrestricted premium reserve. Payment shall be made in cash no later than December 30, 2025. The Board of Directors shall have the right to resolve on an extension of the payment period.
4. Subscription of shares shall be made on a subscription list no later than December 30, 2025. The Board of Directors shall have the right to resolve on an extension of the subscription period.
5. The new shares entitle to dividend for the first time on the record date for dividend that occurs immediately after the new shares are entered in the share register maintained by Euroclear Sweden AB.
6. The share issue is part of a larger accelerated bookbuilding procedure where the Board of Directors carefully has considered the possibility of raising capital through a rights issue and believes that it is currently, for several reasons, more favourable for the company and its shareholders to raise capital through a directed share issue. A rights issue would take significantly longer to complete, which could reduce the company's financial flexibility and prevent the company from taking advantage of any business opportunities, especially in the current volatile market environment. Furthermore, the company wishes to expand and strengthen its institutional and professional shareholder base and to further strengthen the liquidity of the company's shares. The company wants to ensure a strong balance sheet and to secure financial resources for estimated future order growth. Against this background, the Board of Directors’ overall assessment is that it is in the interest of the company and its shareholders to carry out the directed share issue with deviation from the main rule on shareholders’ preferential rights.

The Board of Directors, or a person appointed by the Board of Directors, shall have the right to decide on such minor amendments to the resolution as may be required upon registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.

A resolution in accordance with this item is valid only if supported by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the General Meeting.

Right to request information
The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors believes that such may take place 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 the company's relationship to other group companies.

Documents
Complete proposals are available at the company and on the company’s website www.clavister.com, and will be sent immediately and without charge to any shareholders who so request and state their address. The documents will also be available at the General Meeting.

Processing of personal data
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Örnsköldsvik in November 2025
Clavister AB (publ)
The Board of Directors

Datum 2025-11-27, kl 07:35
Källa MFN
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