OptiCept Technologies

Registration, etc.
Anyone wishing to participate in the meeting must:
1. be listed as a shareholder in the share register produced by Euroclear Sweden AB regarding the circumstances as per the record date on 10 December 2025 and
2. register for the meeting no later than 12 December 2025. Registration can be made in writing to OptiCept Technologies AB (publ), Skiffervägen 12, 224 78 Lund. Registration can also be made by telephone on +46 46-15 23 00 or by email to info@opticept.se.

The registration should include your full name, personal or corporate registration number, shareholding, address, daytime telephone number and, where applicable, information about representatives, proxies and assistants. The number of assistants may not exceed two (2). Where applicable, the registration should be accompanied by powers of attorney, registration certificates and other authorisation documents.

In order to be entitled to participate in the meeting, a shareholder who has registered their shares with a nominee, through a bank or other nominee, must, in addition to registering for the meeting, have the shares registered in their own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 10 December 2025. Such registration may be temporary (known as voting rights registration) and must be requested from the nominee in accordance with the nominee's procedures and at such time in advance as determined by the nominee. Voting rights registrations made by the nominee no later than the second banking day after 10 December 2025 will be taken into account in the preparation of the share register.

Proxies, etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed proxy form to the meeting. The proxy form may not be older than one (1) year, unless a longer period of validity (but no longer than five (5) years) has been specified in the proxy form. If the power of attorney has been issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorisation document for the legal entity. To facilitate admission, a copy of the proxy and other authorisation documents should be enclosed with the notification of attendance at the meeting. Proxy forms will be available on the company's website www.opticept.se and will be sent to shareholders who contact the company and provide their address.

Proposed agenda
1. Opening of the meeting

2. Election of Chairman of the Meeting

3. Preparation and approval of the voting list

4. Approval of the agenda

5. Election of one or two persons to verify the minutes

6. Determination of whether the meeting has been duly convened

7. Determination of the number of Board members and any deputy Board members

8. Election of the Board of Directors and any deputy Board members

9. Determination of fees for the Board of Directors

10. Resolution on the Board of Directors' proposal for a directed issue of warrants to lenders

11. Resolution on the Board of Directors' proposal for a directed issue of warrants to Torsion Invest AB as a lender

12. Resolution on the Board of Directors' proposal for a directed issue of warrants to Torsion Invest AB as issuer of the credit facility

13. Resolution on the Board of Directors' proposal for authorisation

14. Closure of the meeting

Proposed resolutions

Item 2: Election of Chairman of the Meeting

The Board of Directors proposes that lawyer Henric Stråth, Moll Wendén Advokatbyrå, be elected as Chairman of the Meeting.

Item 7: Determination of the number of Board members and any deputy Board members

The Nomination Committee proposes that the Board of Directors consist of seven (7) members without deputies.

Item 8: Election of the Board of Directors and deputy Board members

The Nomination Committee proposes the re-election of Board members Ulf Hagman, Nicklas Margård, Carlos Fernandez Villena, Kees Jansen van Rosendaal and Eda Demir Westman, and the election of Mikael Carleson and Jörgen Durban as new members.

Ulf Hagman is proposed for re-election as Chairman of the Board. Nicklas Margård is proposed for re-election as Vice Chairman of the Board.

A presentation of the proposed new Board members follows below.

Mikael Carleson, born 1962

Mikael Carleson has a background as an industrial leader and Board member with expertise in strategy and turnaround, service and corporate acquisitions. Today, Mikael Carleson is active as Chairman of the Board, investor and consultant for N P Innovation AB, Ergosafe Aktiebolag and Alfort & Co AB. He is also a Board member of Carlekraft Holding AB. Mikael Carleson holds a Bachelor of Economics from Lund University and has also studied economics at the University of Tampa in the United States. He also has training in leadership, including the Board Academy Skåne, Assa Abloy Global MMT Leadership Programme, Insead Strategic Leadership and Cardo Leadership Programme.

Mikael Carleson has previous experience as BA President at Assa Abloy Entrance Systems, MD and BA President for BA Sweden and BA Emerging Markets at Inwido. He has also been Regional EMEA President and Manager Service Operations at Cardo Flow Solutions, President for the Europe region at Höganäs and held several senior positions at Alfa Laval, including Segment Manager and Vice President for Parts & Service and Energy & Environment.

Mikael Carleson has no shares or warrants in the company. He is independent in relation to the company, the company's management and the company's major shareholders.

Jörgen Durban, born 1956

Jörgen Durban holds a law degree from Stockholm University and worked as a lawyer from 1988 to 2025, specialising in M&A, financing and capital markets. He has worked at Advokatfirman Lagerlöf & Leman and Linklaters' offices in Stockholm and London. Jörgen Durban is currently Chairman of the Board of Knowledge AI Technology and Inc and Omnione S.A., as well as a member of the Board of Achilles Capital AB (publ). During his time at Linklaters, Jörgen Durban has held various leadership positions, including member of Linklaters' central management team and Managing Partner Stockholm, as well as Chairman of the Board and CEO. Previously, he has been Chairman of the Board of Anoto Group AB (publ), Bankaktiebolaget Nordiska AB (publ), Haldex Aktiebolag (publ) and DDM Holding AG.

Jörgen Durban has no shares or warrants in the company. He is independent in relation to the company, the company's management and the company's major shareholders.

Item 9: Determination of fees for the Board of Directors

The Nomination Committee proposes that the new Board members receive remuneration in accordance with the remuneration levels resolved by the Annual General Meeting on 22 May 2025. Board fees shall be paid pro rata for the period during which the member holds the position, calculated from the date of appointment until the end of the next Annual General Meeting.

Item 10: Resolution on the Board of Directors’ proposal for a directed issue of warrants to lenders
The Board of Directors of OptiCept Technologies AB (“OptiCept” or the “Company”) proposes that the Extraordinary General Meeting resolve on an issue of a maximum of 1,878,979 warrants of series TO8, entailing an increase in share capital upon full exercise of a maximum of SEK 169,108.11 (the “Directed Issue”).

The Company and the lenders under the Loan (as defined below) have agreed that Rickard Rönblom will take over SEK 1,000,000 of JJV Investment Group's loan amount and SEK 3,000,000 of Jonas Hagberg's loan amount. As a result, the loan amounts for JJV Investment Group and Jonas Hagberg have been reduced accordingly, and Rickard Rönblom is a new lender under the Loan. The total loan amount remains unchanged. The proposed issue of warrants is therefore adjusted proportionally – reduced for JJV Investment Group and Jonas Hagberg and increased for Rickard Rönblom – while the total number of warrants remains unchanged.

In other respects, the following terms and conditions shall apply.

1. The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be granted to a limited group of professional lenders and existing shareholders, who shall be entitled to subscribe for a maximum number of warrants as stated below. The Board of Directors of OptiCept has carefully analysed various financing options in light of the Company's current commercialisation phase, increasing market presence and need for financial flexibility. However, after an overall assessment, the Board of Directors considers that an issue carried out with deviation from the shareholders' preferential rights is the most appropriate and expeditious way to secure the capital required for the Company's continued operational development and that a directed issue is a more advantageous alternative than a preferential issue, which is why, objectively speaking, it is in the interests of both the Company and its shareholders to carry out the Directed Issue. The Board of Directors has considered the following, among other things.

i. In May 2025, the Company raised capital through a directed issue of shares and warrants and by entering into two loan agreements, one of which was entered into with a number of professional lenders and existing shareholders (the “Existing Loan”), which was announced by the Company on 12 May 2025. The background to the capital raising was that the Company was at a crucial stage where several customer projects were approaching commercial delivery and upscaling. As of today's date, the debt from the Existing Loan amounts to approximately SEK 23.5 million, including arrangement fees and capitalised interest. On 23 November 2025, the Company announced that it had entered into an agreement with certain lenders from the Existing Loan to refinance the Existing Loan of approximately SEK 21.4 million and raise a new loan of approximately SEK 17.5 million, totalling SEK 38.9 million (the “Loan”). A condition for entering into the Loan is that the lenders receive warrants as described below. For four of the lenders from the Existing Loan, corresponding to approximately SEK 2.1 million, the Existing Loan remains on the same terms. In connection with the announcement of the Loan, the Company announced that it had also entered into an agreement for a credit facility of SEK 10 million (together with the Loan, the “Financing”). The background to the Financing is that the Company continues to be in a crucial phase where several customer projects in segments such as plant breeding and food production are approaching commercial delivery and upscaling. Some deliveries have already commenced. In order to meet demand and respond to new business opportunities, swift action is required, which a rights issue with its longer lead time does not allow to a sufficient extent. According to the Board of Directors, a rights issue would have entailed a risk that the Company would miss the opportunity to finance its operations in an appropriate and expeditious manner in the same way as the Financing, including the Loan, enables. One of the main reasons why the Company considers it to be in the shareholders' interest to implement the Financing instead of a rights issue is that a rights issue would most likely have had to be carried out at a significant discount, which could have led to significantly greater dilution effects for the Company's existing shareholders. The Financing can also be implemented at a significantly lower cost than a rights issue because, among other things and based on the market volatility observed in 2024 and the market environment prevailing in 2025, such an issue would require significant guarantee commitments from a guarantee consortium, which would be difficult to obtain and would entail additional costs and/or further dilution for shareholders depending on the type of compensation for such a guarantee. A rights issue would be significantly more time-consuming and resource-intensive compared to the Financing, not least due to the work involved in securing a rights issue, while there are no guarantees that such an issue would be fully subscribed. It should be added here that the rights issue resolved by the Board of Directors in October 2024, and which was approved by the subsequent general meeting in November 2024, had a total subscription rate of approximately 70.1 per cent, of which only approximately 58.9 per cent was subscribed with and without subscription rights and approximately 11.1 per cent was subscribed by issue guarantors.

ii. The Directed Issue also constitutes a prerequisite for the Loan to be entered into, which, according to the Board of Directors, constitutes further grounds for deviating from the main rule that issues shall be made with preferential rights for existing shareholders.

iii. The reason why the Directed Issue is intended to be directed in part to existing owners of the Company, including Björn Wetterling, Christer Jönsson (Vellenova AB) and Andreas Jahn, is that they have expressed and demonstrated a long-term interest in and commitment to the Company, which, according to the Board of Directors, creates security and stability for both the Company and its shareholders. The Directed Issue also gives the Company the opportunity to attract new qualified investors who share the Company's long-term view of the value of its technology and market potential.

iv. In light of the above, it is the Board of Directors' collective assessment that the deviation from the shareholders' preferential rights is in the best interests of both the Company and its shareholders, as it ensures access to capital at the right time and with the right financial structure to enable continued growth.

The warrants are distributed as follows.

2. The warrants are issued free of charge.

3. Subscription for the warrants shall be made on a separate subscription list no later than one (1) week after the decision. Over-subscription is not permitted. The Board of Directors has the right to extend the subscription period.

4. One (1) warrant of series TO8 entitles the holder to subscribe for one (1) new share in the Company during the period from 1 May 2030 to 5 June 2030. Holders of warrants that together holds at least 60 percent of the outstanding warrants of series TO8 may agree with the Company to bring forward the exercise period for the warrants. The subscription price per share upon exercise of the warrants shall be the lower of (i) SEK 7.5 and (ii) the most recent subscription price applied in any of the following cases (a) in a preferential issue of shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office until 31 December 2025, and (b) applied in a new issue of shares in the Company (both with and without preferential rights for shareholders) from 1 January 2026 up to and including 5 June 2030. The subscription price shall be rounded to the nearest whole öre, whereby 0.5 öre shall be rounded up. However, the subscription price shall never be less than the quota value of the share. The share premium shall be allocated to the free share premium reserve.

5. The new shares subscribed for on the basis of the warrants shall entitle the holders to dividends from the record date for the dividend resolved upon immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

6. The applicable conversion terms and other terms and conditions for the warrants are set out in “Terms and conditions for warrants of series TO8 relating to new subscription for shares in OptiCept Technologies AB (publ)”. The warrants are subject to terms that include customary recalculation provisions and a dilution protection mechanism, whereby the number of shares each warrant entitles the holder to subscribe for is increased in the event of share issues so that the holders maintain the same proportional ownership in the Company after the issue as before the issue.

The Board of Directors, the CEO, or the person appointed by the Board of Directors or the CEO is authorised to make the minor adjustments necessary for the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Majority requirement

For a valid resolution in accordance with the Board of Directors' proposal under this item 10, the resolution must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Item 11: Resolution on the Board of Directors' proposal for a directed issue of warrants to Torsion Invest AB as a lender

The Board of Directors of OptiCept Technologies AB (“OptiCept” or the “Company”) proposes that the Extraordinary General Meeting resolve on an issue of a maximum of 1,041,279 warrants of series TO8, entailing an increase in share capital upon full utilisation of a maximum of SEK 93,715.11 (the “Directed Issue”).

In addition, the following conditions shall apply.

1. The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be granted to Torsion Invest AB (Jonas Hagberg). The Board of Directors of OptiCept has carefully analysed various financing alternatives in light of the Company's current commercialisation phase, increasing market presence and need for financial flexibility. However, after an overall assessment, the Board of Directors considers that an issue carried out with deviation from the shareholders' preferential rights is the most appropriate and expeditious way to secure the capital required for the Company's continued operational development and that a directed issue is a more advantageous alternative than a preferential issue, which is why it is objectively in the interests of both the Company and its shareholders to carry out the Directed Issue. The Board of Directors has considered the following, among other things.

i. In May 2025, the Company raised capital through a directed issue of shares and warrants and by entering into two loan agreements, one of which was entered into with a number of professional lenders and existing shareholders (the “Existing Loan”), which was announced by the Company on 12 May 2025. The background to the capital raising was that the Company was at a crucial stage where several customer projects were approaching commercial delivery and upscaling. As of today's date, the debt from the Existing Loan amounts to approximately SEK 23.5 million, including arrangement fees and capitalised interest. On 23 November 2025, the Company announced that it had entered into an agreement with certain lenders from the Existing Loan to refinance the Existing Loan of approximately SEK 21.4 million and raise a new loan of approximately SEK 17.5 million, totalling SEK 38.9 million (the “Loan”). A condition for the Loan to be entered into is that the lenders receive warrants, of which Torsion Invest shall receive 1,041,279 warrants. For four of the lenders from the Existing Loan, corresponding to approximately SEK 2.1 million, the Existing Loan remains on the same terms. In connection with the announcement of the Loan, the Company announced that it had also entered into an agreement for a credit facility of SEK 10 million (together with the Loan, the “Financing”). The background to the Financing is that the Company continues to be in a crucial phase where several customer projects in segments such as plant breeding and food production are approaching commercial delivery and upscaling. Some deliveries have already begun. In order to meet demand and respond to new business opportunities, swift action is required, which a rights issue with its longer lead time does not allow to a sufficient extent. According to the Board of Directors, a rights issue would have entailed a risk that the Company would miss the opportunity to finance its operations in an appropriate and expeditious manner in the same way as the Financing, including the Loan, enables. One of the main reasons why the Company considers it to be in the shareholders' interest to implement the Financing instead of a rights issue is that a rights issue would most likely have had to be carried out at a significant discount, which could have led to significantly greater dilution effects for the Company's existing shareholders. The Financing can also be implemented at a significantly lower cost than a rights issue because, among other things and based on the market volatility observed in 2024 and the market environment prevailing in 2025, such an issue would require significant guarantee commitments from a guarantee consortium, which would be difficult to obtain and would entail additional costs and/or further dilution for shareholders depending on the type of compensation for such a guarantee. A rights issue would be significantly more time-consuming and resource-intensive compared to the Financing, not least due to the work involved in securing a rights issue, while there are no guarantees that such an issue would be fully subscribed. It should be added here that the rights issue resolved by the Board of Directors in October 2024, and which was approved by the subsequent general meeting in November 2024, had a total subscription rate of approximately 70.1 per cent, of which only approximately 58.9 per cent was subscribed with and without subscription rights and approximately 11.1 per cent was subscribed by issue guarantors.

ii. The Directed Issue also constitutes a prerequisite for the Loan to be entered into, which, according to the Board of Directors, constitutes further grounds for deviating from the main rule that issues shall be made with preferential rights for existing shareholders.

iii. The reason why the Directed Issue is intended to be directed to an existing owner of the Company is that this owner has expressed and demonstrated a long-term interest in and commitment to the Company, which, in the opinion of the Board of Directors, creates security and stability for both the Company and its shareholders. The Directed Issue also gives the Company the opportunity to attract new qualified investors who share the Company's long-term view of the value of its technology and market potential.

iv. In light of the above, it is the Board of Directors' collective assessment that the deviation from the shareholders' preferential rights is in the best interests of both the Company and its shareholders, as it ensures access to capital at the right time and with the right financial structure to enable continued growth.

2. The warrants are issued free of charge.

3. Subscription for the warrants shall be made on a separate subscription list no later than one (1) week after the decision. Over-subscription is not permitted. The Board of Directors has the right to extend the subscription period.

4. One (1) warrant of series TO8 entitles the holder to subscribe for one (1) new share in the Company during the period from 1 May 2030 to 5 June 2030. Holders of warrants that together holds at least 60 percent of the outstanding warrants of series TO8 may agree with the Company to bring forward the exercise period for the warrants. The subscription price per share upon exercise of the warrants shall be the lower of (i) SEK 7.5 and (ii) the most recent subscription price applied in any of the following cases (a) in a preferential issue of shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office until 31 December 2025, and (b) applied in a new issue of shares in the Company (both with and without preferential rights for shareholders) from 1 January 2026 up to and including 5 June 2030. The subscription price shall be rounded to the nearest whole öre, whereby 0.5 öre shall be rounded up. However, the subscription price shall never be less than the quota value of the share. The share premium shall be allocated to the free share premium reserve.

5. The new shares subscribed for on the basis of the warrants shall entitle the holders to dividends from the record date for the dividend resolved upon immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

6. The applicable conversion terms and other terms and conditions for the warrants are set out in “Terms and conditions for warrants of series TO8 relating to new subscription for shares in OptiCept Technologies AB (publ)”. The warrants are subject to terms that include customary recalculation provisions and a dilution protection mechanism, whereby the number of shares each warrant entitles the holder to subscribe for is increased in the event of share issues so that the holders maintain the same proportional ownership in the Company after the issue as before the issue.

The Board of Directors, the CEO, or the person appointed by the Board of Directors or the CEO is authorised to make the minor adjustments necessary for the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Majority requirement

For a valid resolution in accordance with the Board of Directors' proposal under this item 11, the resolution must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

Item 12: Resolution on the Board of Directors' proposal for a directed issue of warrants to Torsion Invest AB as issuer of the credit facility

The Board of Directors of OptiCept Technologies AB (“OptiCept” or the “Company”) proposes that the Extraordinary General Meeting resolve on an issue of a maximum of 750,000 warrants of series TO8, entailing an increase in share capital upon full utilisation of a maximum of SEK 67,500 (the “Directed Issue”).

In addition, the following conditions shall apply.

1. The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be granted to Torsion Invest AB (Jonas Hagberg). The Board of Directors of OptiCept has carefully analysed various financing alternatives in light of the Company's current commercialisation phase, increasing market presence and need for financial flexibility. However, after an overall assessment of the situation, the Board of Directors considers that an issue carried out with deviation from the shareholders' preferential rights is the most appropriate and expeditious way to secure the capital required for the Company's continued operational development and that a directed issue is a more advantageous alternative than a preferential issue, which is why it is objectively in the interests of both the Company and its shareholders to carry out the Directed Issue. The Board of Directors has considered the following, among other things.

i. In May 2025, the Company raised capital through a directed issue of shares and warrants and by entering into two loan agreements, one of which was entered into with a number of professional lenders and existing shareholders, as announced by the Company on 12 May 2025 (the “Existing Loan”). On 23 November 2025, the Company announced that it had entered into an agreement with certain of the lenders from the Existing Loan to refinance the Existing Loan of approximately SEK 21.4 million and raise a new loan of approximately SEK 17.5 million, totalling SEK 38.9 million (the “Loan”). In connection with the announcement of the Loan on 23 November 2025, the Company announced that it had also entered into an agreement with Torsion Invest AB for a credit facility of SEK 10 million (the “Credit Facility” and, together with the Loan, the “Financing”). A condition for the conclusion of the Credit Facility is that Torsion Invest AB receives a total of 750,000 warrants of series TO8. The background to the Financing is that the Company continues to be in a crucial phase where several customer projects in segments such as plant breeding and food production are approaching commercial delivery and upscaling. Some deliveries have already commenced. In order to meet demand and respond to new business opportunities, swift action is required, which a rights issue with its longer lead time does not allow to a sufficient extent. According to the Board of Directors, a rights issue would have entailed a risk that the Company would miss the opportunity to finance its operations in an appropriate and expeditious manner in the same way as the Financing, including the Credit Facility, enables. One of the main reasons why the Company considers it to be in the shareholders' interest to implement the Financing instead of a rights issue is that a rights issue would most likely have had to be carried out at a significant discount, which could have led to significantly greater dilution effects for the Company's existing shareholders. The Financing can also be implemented at a significantly lower cost than a rights issue because, among other things and based on the market volatility observed in 2024 and the market environment prevailing in 2025, such an issue would require significant guarantee commitments from a guarantee consortium, which would be difficult to obtain and would entail additional costs and/or further dilution for shareholders depending on the type of compensation for such a guarantee. A rights issue would be significantly more time-consuming and resource-intensive compared to the implementation of the Financing, not least due to the work involved in securing a rights issue, while there are no guarantees that such an issue would be fully subscribed. It should be added here that the rights issue resolved by the Board of Directors in October 2024, and which was approved by the subsequent general meeting in November 2024, had a total subscription rate of approximately 70.1 per cent, of which only approximately 58.9 per cent was subscribed with and without subscription rights and approximately 11.1 per cent was subscribed by issue guarantors.

ii. The Directed Issue also constitutes a prerequisite for the conclusion of the Credit Facility, which, according to the Board of Directors, constitutes a further reason for deviating from the main rule that issues shall be made with preferential rights for existing shareholders.

iii. The reason why the Directed Issue is intended to be directed to an existing owner of the Company is that this owner has expressed and demonstrated a long-term interest in and commitment to the Company, which, in the opinion of the Board of Directors, creates security and stability for both the Company and its shareholders.

iv. In light of the above, it is the Board of Directors' collective assessment that the deviation from the shareholders' preferential rights is in the best interests of both the Company and its shareholders, as it ensures access to capital at the right time and with the right financial structure to enable continued growth.

2. The warrants are issued free of charge.

3. Subscription for the warrants shall be made on a separate subscription list no later than one (1) week after the decision. Over-subscription is not permitted. The Board of Directors has the right to extend the subscription period.

4. One (1) warrant of series TO8 entitles the holder to subscribe for one (1) new share in the Company during the period from 1 May 2030 to 5 June 2030. Holders of warrants that together holds at least 60 percent of the outstanding warrants of series TO8 may agree with the Company to bring forward the exercise period for the warrants. The subscription price per share upon exercise of the warrants shall be the lower of (i) SEK 7.5 and (ii) the most recent subscription price applied in any of the following cases (a) in a preferential issue of shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office until 31 December 2025, and (b) applied in a new issue of shares in the Company (both with and without preferential rights for shareholders) from 1 January 2026 up to and including 5 June 2030. The subscription price shall be rounded to the nearest whole öre, whereby 0.5 öre shall be rounded up. However, the subscription price shall never be less than the quota value of the share. The share premium shall be allocated to the free share premium reserve.

5. The new shares subscribed for on the basis of the warrants shall entitle the holders to dividends from the record date for the dividend resolved upon immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

6. The applicable conversion terms and other terms and conditions for the warrants are set out in “Terms and conditions for warrants of series TO8 relating to new subscription for shares in OptiCept Technologies AB (publ)”. The warrants are subject to terms that include customary recalculation provisions and a dilution protection mechanism, whereby the number of shares each warrant entitles the holder to subscribe for is increased in the event of share issues so that the holders maintain the same proportional ownership in the Company after the issue as before the issue.

The Board of Directors, the CEO, or the person appointed by the Board of Directors or the CEO is authorised to make the minor adjustments necessary for the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Majority requirement

For a valid resolution in accordance with the Board of Directors' proposal under this item 12, the resolution must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

Item 13: The Board of Directors' proposal for a resolution on authorisation

The Board of Directors proposes that the Extraordinary General Meeting resolve to authorise the Board of Directors to resolve, on one or more occasions, during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, on the issue of shares, warrants and/or convertibles. The company's share capital and number of shares may, based on the authorisation, be increased by an amount and number that does not exceed the limits specified in the Articles of Association in force at any given time. The Board of Directors shall have the right to resolve on the detailed terms and conditions of the issue. Payment may be made in cash, in kind or by set-off, or otherwise on terms and conditions.

The purpose of the authorisation is to increase the company's financial flexibility and the Board of Directors' scope for action. If the Board of Directors resolves on an issue that deviates from the shareholders' preferential rights, the reason shall be to provide the company with working capital and/or new owners of strategic importance to the company and/or the acquisition of other companies or businesses. In the event of such deviation from the shareholders' preferential rights, the issue shall be carried out on market terms.

The Board of Directors, the CEO, or the person appointed by the Board of Directors or the CEO shall be authorised to make the minor adjustments necessary for the registration of the decision with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Majority requirement

For a valid decision in accordance with the Board of Directors' proposal under this item 13, the resolution must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Documents
Complete proposals for resolutions and other documents to be provided prior to the meeting in accordance with the Swedish Companies Act (2005:551) will be available at the company and on the company's website, www.opticept.se, at least two weeks prior to the date of the meeting and will be sent free of charge to shareholders who so request and provide their postal address. Otherwise, the Board of Directors' complete proposals for resolutions are set out in the notice of the meeting. Copies of the documents will also be available at the meeting.

Information at the meeting
Shareholders present at the Extraordinary General Meeting are entitled to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).

Shareholders who wish to submit questions in advance may do so by post to OptiCept Technologies AB (publ), Att: “Extraordinary General Meeting 2025”, Skiffervägen 12, 224 78 Lund, Sweden, or by email to info@opticept.se. Questions submitted should include the shareholder's name, including the shareholder's personal or organisation number. It is also recommended that questions submitted include the shareholder's postal address, email address and telephone number.

Number of shares and votes
The total number of shares and votes in the company as of the date of this notice is 65,144,683. The company does not hold any of its own shares.

Processing of personal data
For information on how your personal data is processed in connection with the Extraordinary General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Lund, December 2025
OptiCept Technologies AB (publ)
The Board of Directors