Metacon

REG

The shareholders in Metacon AB (publ), reg. no. 556724-1616 (the "Company"), are hereby given notice to attend the Annual General Meeting to be held on 27 May 2025, at 14:00 CEST at the premises of Metacon on Stationsgatan 12, 753 40 Uppsala. Registration for the meeting begins at 13:00. CEST.

Right to participate in the general meeting

Shareholders wishing to attend the Annual General Meeting in person or through a proxy must be recorded in the register of shareholders kept by Euroclear Sweden AB on 19 May 2025. Shareholders who intend to attend the Annual General Meeting are requested to inform the Company of their intention to participate at the meeting no later than on 21 May 2025 by mail to Metacon AB (publ), "AGM", Stationsgatan 12, 753 40 Uppsala, Sweden, or by e-mail to agm@metacon.com. When giving notice of participation, the shareholder shall state their name, personal identification number or company registration number, telephone number and the number of shares represented.

Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration for the legal entity, which demonstrates the authority to issue the power of attorney, must be attached. The original power of attorney and, if applicable, the registration certificate, should be sent to Metacon AB (publ), "AGM", Stationsgatan 12, SE 753 40 Uppsala, Sweden, or by e-mail to agm@metacon.com, well in advance prior to the meeting. The power of attorney may not be older than one year unless a longer validity period is specified in the power of attorney (up to five years). For shareholders wishing to participate through a proxy, the Company provides a proxy form on the Company's website www.metacon.com.

Shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to giving notice of attendance, request that their shares are temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so-called voting rights registration), in order to be entitled to participate in the Annual General Meeting. The Annual General Metting share register per the record date on 19 May 2025 will take into account voting rights registrations completed no later than on 21 May 2025. This means that the shareholder must, well in advance of this date, request that the nominee carries out such voting rights registration.

Questions to the Board of Directors and the CEO can be sent by e-mail to fragor@metacon.com or through the contact form on the Company's website www.metacon.com no later than on 21 May 2025.

Proposed agenda

1. Election of Chairman of the Annual General Meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination of whether the meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report on the consolidated financial statements
7. Speech by the CEO
8. Resolutions regarding:

1. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
2. appropriation of the company's profit or loss in accordance with the adopted balance sheet
3. discharge from liability for the Board of Directors and the CEO

9. Determination of the number of members of the Board of Directors and deputy members of the Board of Directors and the number of auditors and deputy auditors
10. Determination of fees to be paid to the Board of Directors and the auditors
11. Election of members of the Board of Directors and deputies and of auditor and deputy auditor (if any)
12. Resolution regarding incentive program to employees and key individuals
13. Resolution regarding incentive program to the board of directors
14. Resolution regarding authorization for the Board to resolve upon issuances
15. Closing of the Annual General Meeting

Proposed resolutions

Item 1
The nomination committee, consisting of Lennart Larsson, representing Alntorp AB (chairman), Rafail Poumeyrau, representing Bizcap AB, and the chairman of the board of directors Ingemar Andersson, (the "Nomination Committee") proposes that Ingemar Andersson shall be elected chairman of the meeting.

Item 8b)
The Board of Directors proposes that no dividend is to be paid for the financial year 2024 and that the available funds shall be capitalized in a new account.

Item 9
The Nomination Committee proposes that the Board of Directors shall consist of four Board members without any deputy board members and that the Company shall have one auditor and one deputy auditor.

Item 10
The Nomination Committee proposes that an annual board renumeration of SEK 300,000 shall be paid to the chairman of the Board of Directors and SEK 150,000 to each of the other board member.

The Nomination Committee proposes that the renumeration to the auditors shall be paid in accordance with approved invoices.

Item 11
The Nomination Committee proposes re-election of Ingemar Andersson, Christer Nygren, Mats W Lundberg and Thomas Nygren as board members, all for the time until the end of the next Annual General Meeting. Marie Brodin has announced that she is declining re-election. The Nomination Committee proposes that Ingemar Andersson is re-elected as chairman of the Board of Directors. The Nomination Committee further proposes that Tomas Nöjd is re-elected as the Company's auditor and that Camilla Beijron is re-elected as deputy auditor.

Item 12
The Board of Directors proposes that the Annual General Meeting resolves on the issuance of warrants and the further transfer of warrants as follows.

Issuance of warrants

The Board of Directors proposes that the meeting resolves on a directed issue of up to 32,000,000 warrants, entailing an increase of the share capital, upon full exercise, by a maximum of SEK 320,000. The resolution shall be subject to the following terms and conditions.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, vest in Metacon AB (publ), reg. no. 556724-1616, with the right and obligation to transfer the warrants to employees and key individuals within the group in accordance with the below. Oversubscription is not possible.

The reasons for deviating from the shareholders' preferential rights are to encourage share ownership in the Company through an incentive program that enables team members in the group to participate in and promote a positive value development of the Company's shares during the proposed program's term. Furthermore, the group should be able to retain and recruit competent and engaged staff.

The warrants shall be issued at no consideration. Subscription for the warrants shall take place within three weeks from the date of the resolution. The Board of Directors shall have the right to extend the subscription period.

Each warrant entitles the holder to subscribe for one share in the Company. Subscription of shares based on the warrants may take place during the period from 1 July 2027, up to and including 1 August 2027. The new shares that may be issued upon subscription shall not be subject to any restrictions. The reason for the warrant's term being less than three years is that the board has assessed that a longer period than proposed would not sufficiently contribute to the opportunities to retain and attract key competencies and increase team members' motivation.

The subscription price per share upon exercise of the warrants shall correspond to 200 percent of the volume-weighted average purchase price (rounded to the nearest full öre (SEK 0.01)) for the Company's share on Nasdaq First North Growth Market during the ten trading days immediately preceding the transfer of the warrants, however not lower than the share's quota value. The portion of the subscription price that exceeds the share's quota value shall be allocated to the non-restricted share premium fund.

The shares subscribed through the exercises of the warrants shall entitle the holder to dividends for the first time on the first record date for dividends that occurs after the subscription of shares through the exercise of the warrants has been executed.

Warrants held by the Company and that have not been transferred as described above or repurchased from participants may be cancelled by the Company upon a resolution by the board. Cancellation shall be reported to the Swedish Companies Registration Office for registration.

The Board of Directors or whomever the Board of Directors may appoint shall be authorised to make any minor adjustments that may be required for the registration of the resolution with the Swedish Companies Registration Office.

Approval of transfer of warrants

The Board of Directors proposes that the general meeting approves the Company's transfers of warrants under the following conditions.

The right to acquire warrants from the Company shall be granted to the following categories of team members.

Category	Maximum number of warrants per person	Maximum number of warrants per category
A. CEO (no more than one person)	4,000,000	4,000,000
B. Senior executives (no more than seven persons)	1,800,000	12,600,000
C. Other key individuals (no more than four persons)	1,000,000	4,000,000
D. Other employees (no more than 71 persons)	160,000	11,400,000

The Board of Directors considers that the common interest between the Company and the participants created by the program is sufficient to promote the Company's long-term value creation, which is why no performance conditions have been established in connection with the program.

A condition for the right to acquire warrants from the Company is (i) that the participant holds an assignment within the group at the time of acquisition, (ii) that the acquisition of warrants can be made in accordance with applicable laws and, according to the board of director's assessment, can be carried out with reasonable administrative costs and economic efforts, and (iii) that the participant has entered into an agreement with the Company, under which the Company or the person designated by the Company has the right, under certain circumstances, to repurchase the warrants from the participant if the participant's assignment ends or if the participant wants to transfer the warrants before they can be used for subscription of shares, in some cases at a price corresponding to the participant's acquisition cost and market value, and in other cases at market value. The board of directors has the right to make reasonable changes and adjustments to the terms of the agreement that are deemed appropriate or appropriate due to local civil law or tax law or administrative conditions.

Warrants may also be offered to any new team members. For such acquisitions, the terms and conditions shall be the same or equivalent to those set forth in this resolution. This means, inter alia, that acquisitions shall be made to the market value at the time of the acquisition.

Registration and allocation

Registration for the acquisition of warrants shall take place during the period from 3 June 2025 up to and including 15 June 2025. However, the board of directors shall have the right to extend the registration period and to specify a corresponding registration period for new team members whose acquisition takes place after the expiry of the initial registration period.

If warrants within a certain category remain after all registrations within the category have been met, the remaining number may be allocated to participants in the same or another category, with the board deciding on the distribution based on category affiliation, employee category, and number of registrations. However, such distribution may at most mean that the maximum number of warrants per person in the categories A-D is exceeded by 100 percent.

The Company's board of directors resolves on the final allocation and the time of transfer of the warrants. Transfer of warrants may take place until the next Annual General Meeting.

Price and payment etc.

The warrants shall be transferred at market conditions at a price (premium) determined on the basis of a calculated market value for the warrants, applying the Black & Scholes valuation model calculated by an independent valuation institute. For acquisitions made by new team members after the initial registration period, a new market price shall be determined in the same way.

Payment for allocated warrants shall be made in cash no later than fifteen (15) days after registration for the acquisition. For acquisitions made by new team members, the board of directors shall determine a corresponding payment date.

The incentive program in more detail

Dilution

If all warrants are exercised, 32,000,000 new shares may be issued, which corresponds to a dilution of approximately 2.3 percent of the total number of shares and votes in the Company, subject to any recalculation in accordance with the terms of the warrants. The program thus provides the team members of the group with the opportunity to increase their ownership in the Company by the corresponding figure.

Impact on key figures and costs for the Company, etc.

The Company's earnings per share are not affected by the issuance of the warrants, as the present value of the warrant exercise price exceeds the current market value of the share at the time of the issuance. The subscribers will acquire the warrants at market value, which means that the warrants will not entail any personnel costs for the Company. The incentive program will only entail certain limited costs in the form of external consultant fees and administration regarding the incentive program.

Preparation of the matter

The principles for the incentive program have been developed by the Company's Board of Directors. The Board of Directors has then resolved to present this proposal to the Annual General Meeting. In addition to the executives who have prepared the matter in accordance with instructions from the Board of Directors, no employee who may be covered by the program has participated in the formation of the terms.

Other share-related incentive programs, etc.

In addition to the warrants proposed to be issued at this Annual General Meeting and the warrants issued under the incentive program adopted at the Annual General Meeting 2023, the Company has no outstanding share-related incentive programs.

Preliminary valuation

The market value of the warrants is calculated according to the Black & Scholes valuation formula by an independent valuation institute hired by the Company. An illustrative Black & Scholes calculation based on an assumption of an unchanged share price of SEK 0.1201 as of 17 April 2025 gives an option value of SEK 0.0250 per warrant, using the following assumed parameters in the Black & Scholes calculation: Exercise price: SEK 0.2400, Risk-free interest rate: 1.818 %, Volatility: 69.4 % and Term of program (years): 2.2. Please note that this calculation is for illustrative purposes only, and the final valuation of the warrants may differ from what is indicated in the example above.

Instruction to the Board of Directors

The Board of Directors proposes that the Annual General Meeting instruct the Board of Directors of the Company to implement the resolutions as set out above.

Majority requirement

For a valid resolution in accordance with the Board of Director's proposal, the resolution must be supported by shareholders with at least nine tenths of both the votes cast and the shares represented at the meeting.

Item 13
The shareholders Lennart Larsson, Xenophon Verykios and Nils-Robert Persson (the "Shareholders") proposes that the Annual General Meeting resolves on the issuance of warrants and the further transfer of warrants as follows.

Issuance of warrants

The Shareholders proposes that the general meeting resolves on a directed issue of up to 8,000,000 warrants, entailing an increase in the share capital, at full exercise, by a maximum of SEK 80,000. The resolution shall be subject to the following terms and conditions:

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, vest in Metacon AB (publ), reg. no. 556724-1616, with the right and obligation to transfer the warrants to board members as set out below. Oversubscription is not possible.

The reasons for deviating from the shareholders' preferential rights are to encourage share ownership in the Company through an incentive program that enables the board members to participate in and promote a positive value development of the Company's shares during the proposed program's term.

The warrants shall be issued at no consideration. Subscription of the warrants shall take place within three weeks from the date of the resolution. The board of directors shall have the right to extend the subscription period.

Each warrant entitles the holder to subscribe for one share in the company. Subscription of shares with the support of the warrants may take place during the period from 1 July 2027, up to and including 1 August 2027. The new shares that may be issued upon subscription shall not be subject to any restrictions. The reason for the warrant's term being less than three years is that the Shareholders has assessed that a longer period than proposed would not sufficiently contribute to the opportunities to retain and attract key competencies and increase the board members' motivation.

The subscription price per share upon exercise of the warrants shall correspond to 200 percent of the volume-weighted average purchase price (rounded to the nearest full öre (SEK 0.01)) for the Company's share on Nasdaq First North Growth Market during the ten trading days immediately preceding the transfer of the warrants, however not lower than the share's quota value. The portion of the subscription price that exceeds the share's quota value shall be allocated to the non-restricted share premium fund.

The shares subscribed for with the support of warrants shall entitle the holder to dividends for the first time on the first record date for dividends that occurs after the subscription of shares by the exercise of the warrants has been executed.

Warrants held by the Company and that have not been transferred as described above, or repurchased from participants, may be cancelled by the Company upon a resolution by the Board of Directors. Cancellation shall be reported to the Swedish Companies Registration Office for registration.

The Board of Directors or whomever the Board of Directors may appoint shall be authorised to make any minor adjustments that may be required for the registration of the resolution with the Swedish Companies Registration Office.

Approval of transfer of warrants

The Shareholders proposes that the general meeting approves the Company's transfers of warrants under the following conditions.

The right to acquire warrants from the Company shall be granted the board members in the Company in accordance with the following:

Category	Maximum number of warrants per person	Maximum number of warrants per category
A. Chairman of the Board of Directors (one person)	2,000,000	2,000,000
B. Other board members (no more than three persons)	2,000,000	6,000,000

Since the warrants will be acquired at market value, there are no performance conditions that need to be met in order to be offered to acquire warrants or to exercise warrants for subscription of shares.

A condition for the right to acquire warrants from the Company is (i) that the participant is a board member of the Company at the time of acquisition, (ii) that the acquisition of warrants can be made in accordance with applicable laws and, according to the Board of Director's assessment, can be carried out with reasonable administrative costs and economic efforts, and (iii) that the participant has entered into an agreement with the Company, under which the Company or the person designated by the Company has the right, under certain circumstances, to repurchase the warrants if the participant wants to transfer the warrants before they can be used for subscription of shares, in some cases at a price corresponding to the participant's acquisition cost and market value, and in other cases at market value. The Board of Directors has the right to make reasonable changes and adjustments to the terms of the agreement that are deemed appropriate or appropriate due to local civil law or tax law or administrative conditions.

Registration and allocation

Registration for the acquisition of warrants shall take place during the period from 3 June 2025 up to and including 15 June 2025. However, the Board of Directors shall have the right to extend the registration period for notification of acquisition.

The Company's Board of Directors resolves on the final allocation and the time of transfer of the warrants. Transfer of warrants may take place until the next Annual General Meeting.

If warrants within a certain category remain after all registrations within the category have been met, the remaining number may be allocated to participants in the same or another category, with the board deciding on the distribution based on category affiliation, and number of registrations. However, such distribution may at most mean that the maximum number of warrants per person in the respective category is exceeded by 100 percent.

Price and payment, etc.

The warrants shall be transferred at market conditions at a price (premium) determined on the basis of a calculated market value for the warrants, applying the Black & Scholes valuation model calculated by an independent valuation institute.

Payment for allocated warrants shall be made in cash no later than fifteen (15) days after registration for the acquisition.

The incentive program in more detail

Dilution

If all warrants are exercised, 8,000,000 new shares may be issued, which corresponds to a dilution of approximately 0.6 percent of the total number of shares and votes in the Company, subject to any recalculation in accordance with the terms of the warrants. The program thus provides the board members with the opportunity to increase their ownership in the Company by the corresponding figure.

Impact on key figures and costs for the Company, etc.

The Company's earnings per share are not affected by the issuance of the warrants, as the present value of the warrant exercise price exceeds the current market value of the share at the time of the issuance. The subscribers will acquire the warrants at market value, which means that the warrants will not entail any personnel costs for the Company. The incentive program will only entail certain limited costs in the form of external consultant fees and administration regarding the incentive program.

Preparation of the matter

The principles for the incentive program have been prepared by the Shareholders. The Shareholders has then resolved to present this proposal to the Annual General Meeting. No board member who may be covered by the program has participated in the preparation of the terms.

Other share-related incentive programs, etc.

In addition to the warrants proposed to be issued at this Annual General Meeting and the warrants issued under the incentive program adopted at the Annual General Meeting 2023, the Company has no outstanding share-related incentive programs.

Preliminary valuation

The market value of the warrants is calculated according to the Black & Scholes valuation formula by an independent valuation institute hired by the Company. An illustrative Black & Scholes calculation based on an assumption of an unchanged share price of SEK 0.1201 as of 17 April 2025 gives an option value of SEK 0.0250 per warrant, using the following assumed parameters in the Black & Scholes calculation: Exercise price: SEK 0.2400, Risk-free interest rate: 1.818 %, Volatility: 69.4 % and Term of program (years): 2.2. Please note that this calculation is for illustrative purposes only, and the final valuation of the warrants may differ from what is indicated in the example above.

Instruction to the board of directors

The Shareholders proposes that the Annual General Meeting instruct the Board of Directors of the Company to implement the resolutions as set out above.

Majority requirement

For a valid resolution in accordance with the Shareholders proposal, the resolution must be supported by shareholders with at least nine tenths of both the votes cast and the shares represented at the meeting.

Item 14
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or several occasions, resolve to issue shares, warrants and/or convertibles. The authorisation shall include the right to deviate from the shareholders' preferential rights and the right to resolve on issues to be paid by way of cash consideration, non-cash consideration or by way of set-off. The Company's share capital and the number of shares may, by virtue of the authorisation, increase by a maximum amount and number of shares, respectively, that falls within the limits of the Articles of Association. The Board of Directors' reason for deviating from the shareholders' preferential rights is to be able to secure the Company's need for capital in the event of an expansion and to be able to carry out strategic acquisitions. The Board of Directors is of the opinion that it may be necessary to carry out new share issues to both existing and new investors.

The Board of Directors shall, immediately after the resolution on authorisation, ensure that the resolution is registered with the Swedish Companies Registration Office. Prior to registration, the Board of Directors may not decide on a new share issue. The Board of Directors, the CEO, or a person appointed by the Board of Directors, shall have the right to make such minor adjustments to the resolution that may be required in connection with the registration thereof.

Provision of documents

Complete proposals, financial statements, the auditor's report and other documents in accordance with the Swedish Companies Act will be available at the Company's office and on the Company's website, https://metacon.com/, no later than three weeks prior to the Annual General Meeting. The documents will also be sent free of charge to shareholders who so request and provide their postal address or e-mail address.

This notice is an unofficial translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Shareholders' right to request information

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the Annual General Meeting regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The duty to provide information also applies to the Company's relationship to other group companies and the consolidated financial statements, as well as such circumstances regarding subsidiaries as referred to in the first paragraph.

Processing of personal data

For information on how the Company processes your personal data, please refer to the privacy policy available on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.

________________________

Uppsala in April 2025
Metacon AB (publ)
The Board of Directors