W5 Solutions

Right to attend the Annual General Meeting etc.

Shareholders who wish to participate in the Annual General Meeting shall

• be registered as of 30 May 2022 in the share register kept by Euroclear Sweden AB, and

• Give notice of participation to the Company no later than 1 June 2022.

In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting, have its shares registered in its own name at Euroclear Sweden AB. Such registration, which may be temporary, must be executed at Euroclear Sweden AB not later than 1 June 2022, which means that the shareholder should make a request for such voting rights registration in good time before such date to the nominee. Shareholders may participate at the Annual General Meeting personally or by proxy and may bring no more than two assistants.

Notice of attendance and registration

Notice of attendance may be made by post to W5 Solutions AB (publ), Att: Emma Zimmermann Lindvall, P.O. Box 1156, 131 26 Nacka Strand, Sweden, or by e-mail to emma.z.lindvall@w5solutions.com or at the website www.w5solutions.com. Shareholders shall in their notice of attendance include their name, personal identification number or corporate registration number, postal address, phone number, shareholding and information regarding any proxies and assistants. Shareholders may bring not more than two assistants. Proxies shall submit relevant documents of authority prior to the general meeting. Forms of power attorney are available at the Company’s website, www.w5solutions.com, and will be sent by post to such shareholders who contact the Company and provide their address.

Proxies

If a shareholder participates by proxy, the power of attorney should be sent prior to the Annual General Meeting to W5 Solutions AB (publ), Att: Emma Zimmermann Lindvall,, P.O Box 1156, 131 26 Nacka Strand, Sweden or by e-mail to emma.z.lindvall@w5solutions.com. Forms of power attorney are available at the Company’s website, www.w5solutions.com, and will be sent by post to such shareholders who contact the Company and provide their address.

Proposed Agenda

1. Election of Chairman;
2. Preparation and approval of voting list;
3. Election of one or two persons to attest the minutes;
4. Determination of whether the Annual General Meeting has been duly convened;
5. Approval of the agenda;
6. Presentation of the annual report and auditor’s report for the Company and for the group;
7. Resolution on
a) adoption of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet;
b) appropriation of the results in accordance with the adopted balance sheet;
c) discharge of liability for the members of the Board of Directors and the chief executive officer;
8. Determination of the fees payable to the members of the Board of Directors and the auditor;
9. Election of the Board of Directors and of the auditor;
10. Resolution on an authorisation for the Board of Directors to resolve upon issues of shares etc.;
11. Resolution on a change of the articles of association;
12. Close of the Annual General Meeting.

Proposed resolutions

Item 1 – Proposed election of Chairman

The nomination committee has proposed that the attorney Sandra Broneus be elected as Chairman of the Annual General Meeting, or, in the event of her absence, the person instead appointed by the Board of Directors.

Item 7.b – Proposed resolution on the appropriation of the results in accordance with the adopted balance sheet

The Board of Directors has proposed that no dividends shall be paid and that all means available to the Annual General Meeting shall be carried forward.

Item 8 – Proposed determination of the fees payable to the members of the Board of Directors and the auditors

It has been proposed that fees shall be payable to the Chairman of the Board of Directors in an amount of SEK 200,000 and to each of the remaining members of the Board of Directors who are not employed in the Company in an amount of SEK 100,000.

The fees to the auditor are proposed to be payable in accordance with an approved invoice.

Item 9 – Proposed election of the Board of Directors and of the auditor

It has been proposed that the number of members of the Board of Directors shall be four. It has, for the period until the end of the next Annual General Meeting, been proposed that Anders Lundström, Stefan Kaiser, Jonas Rydin and Peter Lundberg be re-elected as members of the Board of Directors.

It has been proposed that Anders Lundström be re-elected as Chairman of the Board of Directors.

The Board of Directors has proposed, for the period until the end of the next Annual General Meeting, the re-election of the registered auditing firm Crowe Osborne AB, with Thomas Gustavsson as auditor-in-charge.

Item 10 – Proposed resolution on an authorisation for the Board of Directors to resolve upon issues of shares etc

The Board of Directors has proposed that the Annual General Meeting authorises the Board to, within the limits for shares and share capital which apply at all times under the Company’s articles of association, on one or several occasions during the period until the next Annual General Meeting, resolve upon the issue of shares, warrants and/or convertibles with or without preferential rights for the shareholders, where the total number of new shares may not correspond to more than twenty-five (25) per cent of the total number of outstanding shares in the Company at the time of the Annual General Meeting 2022. Such resolution may include conditions on payment in kind, by way of set-off or in cash.

The purpose of the authorisation and any potential deviation from the shareholders’ preferential rights is that it shall be possible to execute issues in a time-efficient manner in order to finance acquisitions of businesses or investments in new or current operations, as well as to satisfy the Company’s capital requirements and to increase the Company’s financial flexibility.

The Board of Directors, or such person appointed by the Board, is authorised to make any smaller adjustments to this resolution that may be necessary for the proper registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or due to other formal requirements.

Item 11 – Proposed resolution on a change of the articles of association

The Board of Directors has proposed that the Annual General Meeting resolves upon a change of the Company’s articles of association pursuant to the below.

In the Board’s proposal, underlined bold text indicates additions to the registered articles of association, and strike-through text indicates removed text.

Adjusted section

Styrelsen ska ha sitt säte i Nacka Stockholms kommun.

New section

§ 13 Ort för bolagsstämma

Bolagsstämma ska hållas i Nacka kommun eller Stockholms kommun.

Special majority requirements

A resolution in accordance with the proposal in items 10 and 11 is valid only where supported by shareholders holding not less than two-thirds (2/3) of both the shares voted for and of the shares represented at the Annual General Meeting.

Available documents

Accounting documents and the auditors’ statement regarding the financial year of 2021, as well as other necessary documents, will during at least three weeks prior to the Annual General Meeting be held available on the Company’s webpage (www.w5solutions.com) and at the Company, W5 Solutions AB (publ), Jakobdalsvägen 19, 131 52 Nacka Strand, Sweden. Copies of these documents will be sent free of charge to shareholders who request it and provide their postal address. The required documents will be presented at the Annual General Meeting.

Information at the Annual General Meeting

Pursuant to Chapter 7 Section 32 of the Swedish Companies Act (2005:551), shareholders are in some circumstances entitled to request information from the Company’s board of directors and managing director at the general meeting.

Number of shares and votes

At the time of the publication of the notice, the total number of shares in the Company amount to 11,555,728. The total number of votes amount to 11,555,728.

Processing of personal information

For information on how the Company processes your personal information, please refer to the privacy policy, which is available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.

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Stockholm in May 2022

W5 Solutions AB (publ)

The Board of Directors