W5 Solutions

Right to attend the Annual General Meeting etc.

Shareholders who wish to participate in the Annual General Meeting shall:

• both be registered in the share register kept by Euroclear Sweden AB on the record date on 28 April 2025, and

• no later than 30 April 2025 give notice of their participation to the Company.

Notice of participation and registration

Notice of participation at the Annual General Meeting shall be made by post to W5 Solutions AB (publ), Att: Hannah Falkenström, P.O. Box 1156, 131 26 Nacka Strand, Sweden, or by e-mail to hannah.falkenstrom@w5solutions.com or at the Company’s website w5solutions.com. Shareholders shall in their notice of participation include their name, personal identification number or corporate registration number, postal address, phone number daytime, shareholding and information regarding any proxies and assistants. Shareholders may bring not more than two assistants.

Nominee-registered shares

Shareholders who have their shares registered in the name of a nominee must, in order to participate at the Annual General Meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB on the record date on 28 April 2025. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than 30 April 2025 will be considered in the preparation of the share register.

Proxies

If a shareholder participates by proxy, the power of attorney shall, well in advance of the Annual General Meeting, be sent to W5 Solutions AB (publ), Att: Hannah Falkenström, P.O Box 1156, 131 26 Nacka Strand, Sweden or by e-mail to hannah.falkenstrom@w5solutions.com. Power of attorney forms are available at the Company’s website (w5solutions.com) and are provided to shareholders upon request.

Proposed agenda

1. Election of Chairman of the Annual General Meeting
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 and the consolidated accounts and the auditor’s report on the consolidated accounts
7. A presentation by the chief executive officer
8. Resolution on
a) adoption of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet
b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet
c) discharge of liability for the members of the Board of Directors and the chief executive officer
9. The Nomination Committee's report on its proposals to the Annual General Meeting
10. Determination of the fees to the Board of Directors and the auditor
11. Election of the Board of Directors and the auditor
12. Resolution on issue of warrants, approval of transfer of warrants and implementation of a long-term incentive program 2025/2028
13. Resolution on authorisation for the Board of Directors to resolve upon issues of shares etc.
14. Closing of the Annual General Meeting

Item 1 – Election of Chairman of the Annual General Meeting

The Nomination Committee, consisting of the Chairman of the Nomination Committee Peter Lundberg (appointed by DT2W Invest AB), Joakim Oscarsson (appointed by Cajory Defence AB) and Micael Schmitz (appointed by MSE Holding AB) proposes that advokat Sandra Broneus from Advokatfirman Delphi is elected as chairman of the Annual General Meeting, or in her absence, the person appointed by the Nomination Committee.

Item 8 b) – Resolution on allocation of the Company’s profit or loss in accordance with the adopted balance sheet

The Board of Directors proposes that no dividends shall be paid for the financial year 2024 and that all means available to the Annual General Meeting shall be carried forward.

Item 10 – Determination of the fees to the Board of Directors and the auditor

The Nomination Committee proposes that fees to the chairman of the Board of Directors shall be paid with SEK 350,000 and fees to other board members elected by the General Meeting who are not employed by the Company shall be paid with SEK 200,000 each.

The Nomination Committee further proposes that the fee to the Chairman of the Audit and Remuneration Committee shall be SEK 100,000. A fee of SEK 50,000 shall be paid to other members of the Audit and Remuneration Committee.

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

Item 11 – Election of the Board of Directors and the auditor

The Nomination Committee proposes that the Board of Directors shall consist of five (5) ordinary members without deputies.

The Nomination Committee proposes that the Annual General Meeting resolves to re-elect the board members Jonas Rydin, Anders Silwer, Ulf Hjalmarsson and Erik Heilborn for the period until the end of the next Annual General Meeting. The Nomination Committee further proposes that the Annual General Meeting resolves on new election of Anna Söderblom as board member for the period until the end of the next Annual General Meeting. It was noted that Anders Lundström had declined re-election.

The Nomination Committee further proposes that the Annual General Meeting resolves to elect Jonas Rydin as Chairman of the Board of Directors.

A short presentation of Anna Söderblom:

Anna Söderblom, born 1963, holds a degree in mathematics from Lund University and a PhD in economics from the Stockholm School of Economics and is currently an associate professor, teacher and researcher at the Stockholm School of Economics. Anna Söderblom is also Chairman of the Board of Net Insight AB and Proact IT Group AB and a Board member of Länsförsäkringar Liv AB, BTS Group AB, HAKI Safety AB, Dedicare AB and Webstep ASA. She has also worked as an investment manager at Industrifonden and as support manager and marketing director at Microsoft Norden.

For a presentation of the members proposed for re-election, please refer to the Company's website, w5solutions.com.

The Nomination Committee proposes that the Annual General Meeting resolves to elect the registered auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) as the Company's auditor for the period until the end of the next Annual General Meeting. PwC has informed that, if PwC is elected as auditor, the authorised public accountant Andreas Skogh will be appointed as the Company's auditor in charge.

Item 12 – Resolution on issue of warrants, approval of transfer of warrants and implementation of a long-term incentive program 2025/2028

Background and motives
The proposal for a resolution on an incentive program has been presented in order to create conditions for retaining and increasing the motivation of senior executives in the Company and the group. The Board of Directors believes that it is in the interests of all shareholders that such persons, who are deemed to be of importance for the Company’s development, have a long-term interest in a positive share price development of the Company’s shares. Through the proposed program, a long-term ownership commitment is created, which is expected to stimulate an increased interest in the business and performance development.

Based on the above, the Board of Directors proposes that the Annual General Meeting resolves on issue of warrants, approval of transfer of warrants and implementation of a long-term incentive program 2025/2028 ("Incentive Program 2025/2028") in accordance with the proposal below.

Incentive Program 2025/2028 consists of warrants to be transferred to senior executives in the Company and the group, including the Company’s CEO (the "Participants"). The warrants have a term of approximately three (3) years, after which the holder is entitled to exercise the warrants for subscription of shares during a period of three (3) months after the term.

A) Issue of warrants
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 180,000 warrants, entailing an increase of the share capital upon full exercise with a maximum of SEK 9,000.

The resolution shall otherwise be subject to the following conditions.

1. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Company. The Company shall transfer the warrants to the Participants in accordance with section B below.

2. Oversubscription is not possible.

3. The reason for the deviation from the shareholders' preferential rights is to implement Incentive Program 2025/2028 whereby the Participants, through their own investment, shall participate in and promote a positive value development of the share in the Company throughout the period covered by the proposed program.

4. The warrants are issued free of charge to the Company.

5. Subscription of the warrants shall be made on a separate subscription list no later than 8 May 2025. The board of directors is entitled to extend the subscription period.

6. Each warrant entitles the holder to subscribe for one (1) new share in the Company during the period from 1 June 2028 up to and including 31 August 2028, subject to applicable insider legislation. If a warrant holder is prevented from subscribing for shares during the subscription period due to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) or other equivalent legislation in force from time to time, the chairman of the Board of Directors of the Company shall be entitled to allow such holder to subscribe for shares instead as soon as he or she is no longer prevented from doing so, but no later than 30 calendar days after such prevention has ceased.

7. The subscription price per share upon exercise of the warrant shall correspond to 150 per cent of the average volume-weighted price of the Company's share on Nasdaq First North Growth Market during the period from 21 March 2025 up to and including 6 May 2025. However, the price shall not be less than the quota value of the share. Day without price quotation shall not be included in the calculation. If the subscription price exceeds the quota value of the shares, the share premium shall be transferred to the unrestricted premium reserve upon exercise of the warrants.

8. Warrants held by the Company, and which are not transferred in accordance with section B, may be cancelled by the Company following a resolution by the Company's Board of Directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.

9. The new shares issued upon subscription of shares through exercise of the warrants shall entitle to dividends for the first time on the record date for dividends that occurs 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.

10. The exercise price for the warrants, determined as set out above, shall be rounded to the nearest SEK 0.10 whereby SEK 0.05 shall be rounded upwards. Furthermore, the subscription price, as well as the number of shares that the warrant entitles to subscription for, may be recalculated in the event of a split, consolidation, bonus issue, new issue and in certain other cases in accordance with the Board of Directors complete proposal.

B) Approval of transfer of warrants
Right of acquisition
The right to acquire warrants from the Company shall be granted to a total of six (6) senior executives of the Company and the group who have entered into a pre-emption agreement with the Company.

Each Participant shall initially be entitled to acquire 30,000 warrants. If all warrants are not transferred after the initial application period as a result of any Participant not choosing to acquire 30,000 warrants, such non-transferred warrants may be offered to other Participants who have expressed interest for additional warrants. The maximum number of warrants may however not exceed 50,000 for any individual Participant or 180,000 for all Participants together.

The right to acquire warrants from the Company shall only be granted to persons who have not resigned or been dismissed at the end of the application period.

In connection with the allocation of warrants to the Participants, the Participants shall enter into a pre-emption agreement with the Company, whereby the Company reserves the right to repurchase warrants if the Participant in turn wishes to further transfer the warrants. As a general rule, pre-emptive bids shall be made at market value. Otherwise, the warrants are freely transferable.

Notification period
Notification of acquisition of warrants shall be made during the period from and including 12 May 2025 up until and including 26 May 2025. However, the Board of Directors of the Company shall be entitled to extend the period for notification of acquisition.

Price and payment, etc.
The warrants shall be transferred on market terms at a price determined on the basis of an estimated market value of the warrants (warrant premium) using the Black & Scholes valuation model calculated by an independent valuation institute.

Payment for allocated warrants shall be made in cash no later than ten (10) days after the notification of acquisition.

C) Further information on the issue and the transfer
Dilution
Upon full subscription by exercise of all warrants, 180,000 new shares may be issued, which corresponds to a dilution of approximately 1.1 per cent of the total number of shares and votes in the Company. This is with reservation for the recalculation of the number of shares that each warrant entitles to subscription for, which may occur as a result of certain issues, etc. The dilution of shares is calculated as the total number of new shares and votes that may be issued upon exercise of all warrants issued in accordance with this resolution proposal, divided by the maximum total number of shares and votes in the Company after exercise of all warrants that may be issued in accordance with this resolution proposal.

The Incentive Program 2025/2028 together with the share saving program 2023/2026, described below, may result in a total maximum dilution of approximately 2.1 percent of the total number of shares and votes in the Company.

Calculation of the market value
The market value of the warrant is, according to a preliminary valuation performed by an independent valuation institute, based on a market value of the underlying share of SEK 71.67, SEK 9.06 per warrant, assuming a subscription price of SEK 107.50 per share. The Black & Scholes model has been used for the warrant valuation assuming a risk-free interest rate of 2.3 per cent and a volatility of 35 per cent.

Costs and impact on key performance indicators
The incentive program is expected to have a marginal effect on the Company's earnings per share. As the warrants will be transferred at market price, no special social security charges will arise for the Company in connection with the transfer of the warrants to the Participants. The incentive program will incur certain limited costs in the form of external consultancy fees and administration regarding the incentive program. The costs for the Incentive Program 2025/2028 are estimated to have a marginal impact on important key figures.

Preparation of the matter
The proposal for the Incentive Program 2025/2028 has been prepared by the Board of Directors with the support of external advisors.

Other share-based incentive programs
The Company has one outstanding incentive program, share saving program 2023/2026 to senior executives, employees and key personnel within the Company. The program was resolved by the Annual General Meeting 2023. Participation in the share saving program 2023/2026 requires the participants to make a personal investment in the Company's shares ("investment share"). For each investment share, the participant has the opportunity to receive additional shares in the Company free of charge after the end of the measurement period provided that the performance targets are met ("performance share"). Each performance share entitles the holder to receive, free of charge, one (1) warrant in the Company entitling the holder to subscribe for one (1) share in the Company at a subscription price corresponding to the quota value of the share. The warrants shall entitle the holder to subscribe for shares during a period that runs from 1 June 2026 up to and including 1 February 2027. A total of 167,970 warrants have been issued under share saving program 2023/2026.

D) Authorisations and decision-making rules
The Annual General Meeting instructs the Board of Directors of the Company to implement the resolution under item A above and to carry out the transfer of warrants under item B above.

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

A valid resolution under this paragraph requires the support of shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting

Item 13 – Resolution on authorisation for the Board of Directors to resolve upon issues of shares etc.

The Board of Directors proposes 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 ten (10) per cent of the total number of outstanding shares in the Company at the time of the Annual General Meeting 2025. 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 any person appointed by the Board of Directors, is authorised to make any smaller adjustments to this resolution that may be necessary for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or due to other formal requirements.

A valid resolution under this paragraph requires the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.

Available documents

Accounting documents and the auditor's report regarding the financial year 2024 as well as power of attorney form will be made available at the Company no later than three weeks before the Annual General Meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. These documents will also be available on the Company's website, w5solutions.com, from the same time. Complete proposals for resolutions will be made available on the Company's website no later than two weeks before the Annual General Meeting. Necessary documents will also be presented at the Annual General Meeting.

Information at the Annual General Meeting

Pursuant to Chapter 7 Section 32 and 57 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 15,962,974. The total number of votes amount to 15,962,974.

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-notice-bolagsstammor-engelska.pdf).

Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.

______________________

Nacka in April 2025

W5 Solutions AB (publ)

The Board of Directors