Spermosens

A.         PARTICIPATION

The right to participate in the Annual General Meeting is granted to shareholders who:

- are registered in the share register maintained by Euroclear Sweden AB on June 5, 2025, and

- have notified their intent to participate in the Annual General Meeting to the company at Spermosens AB, Medicon Village Scheeletorget 1, 223 81 Lund or via email: info@spermosens.com, no later than June 10, 2025, preferably before 4:00 PM. The notification should include name, personal identity number or organization number, address, and telephone number, as well as the number of any assistants (maximum two). Proxy forms are available on the company's website www.spermosens.com and will be sent by mail to shareholders who contact the company and provide their address. Proxies and representatives of legal entities should submit authorization documents before the meeting.

Nominee-registered shares: Shareholders who have their shares registered with a nominee through a bank or other trustee, for example in a custody account, must - in addition to registering - request that the shares be temporarily re-registered in their own name. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures in such time in advance as determined by the nominee. Voting rights registrations requested by shareholders in such time that they have been made by the nominee no later than June 10, 2025, will be considered when preparing the share register.

B.         MATTERS AT THE MEETING

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. Presentation by the CEO

8. Presentation of the annual report and the auditor's report

9.  Resolution regarding:

(a)         adoption of the income statement and balance sheet as of December 31, 2024

(b)              allocation of the company's profit or loss according to the adopted balance sheet

(c)              discharge from liability for the board members and the CEO

10. Determination of the number of board members

11. Resolution on remuneration for board members and auditor

12. Election of board members and chairman of the board

13. Election of auditor

14. Resolution on nomination committee

15. Board's opinion on new issue of shares, issuance of warrants and/or convertibles

16. Other matters which are required by the Swedish Companies Act (2005:551) or the articles of association

17. Closing of the meeting

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Proposed resolutions

Spermosens has previously appointed a nomination committee for the Annual General Meeting. The nomination committee typically consists of representatives of the largest shareholders according to the share register as of September of the previous year. For the 2025 Annual General Meeting, the Board has identified a challenge with this procedure. Several of the largest shareholders from September 2024 have since then sold all or part of their shares and therefore no longer represent the largest shareholders. This development undermines the basis for appointing a representative nomination committee that reflects the current ownership structure.

The proposals provided below are therefore from the Board. For the sake of order, it is noted that shareholders have the right to submit their own proposals, and the meeting is not bound to vote on any specific proposal.

Item 2: Proposal for election of chairman of the meeting

The Board proposes Ulrik Spork as chairman of the meeting or, if he cannot participate in the meeting, another person designated by the Board.

Item 9b: Proposal regarding allocation of result

The Board proposes that the parent company's available funds of SEK -10 203 510 after the year's loss of SEK 595 300 shall be carried forward. The Board proposes that no dividend be paid for the financial year.

Item 10: Determination of the number of board members

The Board proposes that the number of board members shall remain unchanged and that no deputy members be appointed, and that a registered auditing firm be appointed as auditor.

Item 11: Resolution on remuneration for board members and auditor

The Board proposes that remuneration to board members shall be paid in the following amounts:

• 4 Price base amounts to the chairman of the board, and
• 2 Price base amounts to each of the other members.

No special remuneration is proposed for work in any board committees.

The Board's proposal means unchanged board remuneration.

Auditor's fees are proposed to be paid according to approved invoices.

Item 12: Election of board members and chairman of the board.

The Board proposes re-election of the board members Søren Melsing Fredriksen, Ingela Liljeqvist Soltic, Kushagr Punyani, Christina Östberg Lloyd, and Ulrik Spork, all as ordinary members. Furthermore, re-election of Ulrik Spork as chairman of the board is proposed.

More information about the proposed members for re-election is available on the company's website (https://spermosens.com/team/#board) and in the annual report for 2024.

Item 13: Election of auditor.

The Board further proposes re-election of the auditing firm Mazar AB as the company's auditor. Mazar AB has announced that they will appoint the authorized public accountant Andreas Brodström as the principal auditor.

Item 14: Resolution on the nomination committee

To ensure an efficient and relevant process for the upcoming AGM, the board proposes to not establish a nomination committee for the AGM. Instead, the board will assume responsibility for preparing and presenting proposals for board composition and other matters typically handled by the nomination committee, for approval at the AGM.

Rationale

1. A board-driven approach ensures decisions are aligned with current shareholders.
2. Transparency and Accountability - The board will ensure that proposals align with the company's strategic priorities and shareholder interests. Proposals will be presented transparently at the AGM.

Proposal

The board of directors propose:

1. That the formal nomination committee process be discontinued beyond 2025.
2. That the board takes direct responsibility for preparing and presenting proposals regarding board composition and other relevant AGM matters.

Item 15: Board's opinion on new issue of shares, issuance of warrants and/or convertibles.

The Board proposes that the Annual General Meeting notes that it is not relevant to authorize the Board to decide on new issue of shares, warrants, or convertibles for the coming year. The background to the proposal is that the Board considers it realistic that the Company, under current circumstances, has the financial resources required to maintain its operations during the coming 12 months. If a need for additional capital should arise, the Board intends instead to call an Extraordinary General Meeting to decide on such a capital contribution. The purpose of this approach is to ensure transparency and give shareholders the opportunity to evaluate and decide on any future capital increases based on the circumstances prevailing at that time.

C.         AVAILABLE DOCUMENTS

The annual report and auditor's report for the financial year 2024, as well as the Board's complete proposals for resolutions according to item 14 will be available at the company and on its website www.spermosens.com, no later than three weeks before the meeting. Copies of the documents will also be sent to shareholders who request them and provide their postal address and will be available at the meeting.

D.         NUMBER OF SHARES AND VOTES IN THE COMPANY

At the time of issuing this notice, the total number of shares and votes in the company amounts to 1 356 181 416. All shares are of the same class. The company holds no treasury shares.

E.         INFORMATION AT THE ANNUAL GENERAL MEETING

The Board and the CEO shall, if any shareholder requests it, and the Board believes that it can be done without significant harm to the company, provide information about circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the company's financial situation.

F.         PROCESSING OF PERSONAL DATA

For information on the processing of personal data, please see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Lund, May 2025

The Board of Directors

Spermosens AB (publ)