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NOTICE OF ANNUAL GENERAL MEETING 2026 IN W5 SOLUTIONS AB (PUBL)

31st Mar 2026 13:30

The shareholders of W5 Solutions AB (publ), reg. no. 556973-2034 (the “Company”), are hereby summoned to the Annual General Meeting on Thursday, 7 May 2026, at 14:30 CEST, at Advokatfirman Delphi’s office at M¤ster Samuelsgatan 17, Stockholm, Sweden. Registration for the Annual General Meeting will commence at 14:00 CEST.

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 2026, andno later than 30 April 2026 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 regular mail to W5 Solutions AB (publ), Att: Hannah Falkenstr¶m, P.O. Box 1156, 131 26 Nacka Strand, Sweden, by e-mail to [email protected] 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 sharesShareholders 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 2026. 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 2026 will be considered in the preparation of the share register.

ProxiesIf 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 Falkenstr¶m, P.O. Box 1156, 131 26 Nacka Strand, Sweden or by e-mail to [email protected]. Power of attorney forms are available at the Company’s website (w5solutions.com) and are provided to shareholders upon request.

Proposed agenda

Election of Chairman of the Annual General MeetingPreparation and approval of voting listElection of one or two persons to attest the minutesDetermination of whether the Annual General Meeting has been duly convenedApproval of the agendaPresentation of the annual report and auditor’s report and the consolidated accounts and the auditor’s report on the consolidated accountsPresentation by the chief executive officerResolution ona) adoption of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheetb) allocation of the Company’s profit or loss in accordance with the adopted balance sheetc) discharge of liability for the members of the Board of Directors and the chief executive officerThe Nomination Committee's report on its proposals to the Annual General MeetingDetermination of the fees to the Board of Directors and the auditorElection of the Board of Directors and the auditorResolution on amendment of the Articles of AssociationResolution on authorisation for the Board of Directors to resolve upon issues of shares etc.Closing of the Annual General Meeting

Item 1 â€" Election of Chairman of the Annual General MeetingThe Nomination Committee, consisting of the Chairman of the Nomination Committee Joachim Oscarsson (appointed by Cajory Defence AB and Ingvar Jensen), Olof Rudbeck (appointed by Sal©nia AB) and Erik Gustafsson (appointed by Skogstornet AB and Vargtornet 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) â€" Resolution on allocation of the Company’s profit or loss in accordance with the adopted balance sheetThe Board of Directors proposes that no dividends shall be paid for the financial year 2025 and that all means available to the Annual General Meeting shall be carried forward.

Item 10 â€" Determination of the fees to the Board of Directors and the auditorThe Nomination Committee proposes that fees to the chairman of the Board of Directors shall be paid with SEK 450,000 (350,000) and fees to other board members elected by the Annual General Meeting who are not employed by the Company shall be paid with SEK 250,000 (200,000) each.

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

In accordance with the Audit Committee's recommendation, the Nomination Committee proposes that the auditor shall be paid in accordance with the invoice approved by the Company.

Item 11 â€" Election of the Board of Directors and the auditorThe 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, Erik Heilborn and Anna S¶derblom 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 Olof Rudbeck and Bj¶rn Lenander as board members for the period until the end of the next Annual General Meeting. It was noted that Ulf Hjalmarsson and Anders Silwer have declined re-election.

The Nomination Committee further proposes re-election of Jonas Rydin as Chairman of the Board of Directors.

A short presentation of Olof Rudbeck:Olof Rudbeck, born in 1968, holds a Master of Science in Engineering Physics from the Royal Institute of Technology (Sw. Kungliga Tekniska H¶gskolan) (KTH) and a Bachelor of Science in Business Administration from Stockholm University. Olof is a board member of Kebni AB (publ), Qflow Group AB (publ), and Fxity AB. Olof is independent in relation to the Company and its management but dependent in relation to one of the Company's major owners, Sal©nia AB. Olof holds 1,805,475 shares in W5 Solutions AB through a related company, Sal©nia AB, where Olof is the CEO.

A short presentation of Bj¶rn Lenander:Bj¶rn Lenander, born in 1961, holds a Master of Science in Engineering. Bj¶rn is a board member of CTT Systems AB, CTEK AB, HAKI Safety AB, and PRONECT AB. Bj¶rn was previously CEO of Latour Industries AB and chairman of the board of Latour Industries' portfolio companies. Bj¶rn is independent in relation to the Company, its management and its major shareholders. Bj¶rn does not hold any shares in W5 Solutions AB.

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

The Nomination Committee proposes, in accordance with the Audit Committee’s proposal, that the Annual General Meeting resolves to re-elect the registered auditing firm -hrlings 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 remain as the Company's auditor in charge.

Item 12 â€" Resolution on amendment of the Articles of AssociationThe Board of Directors proposes that the Annual General Meeting resolves to amend the Company's Articles of Association in accordance with the following. The amendments are intended to adapt the limits for share capital and the number of shares to the Company's acquisition strategy, reflect changes in laws and regulations, and clarify the Company's business objectives.

Current wordingProposed wording
§ 3 Business Activities§ 3 Business Activities
The company shall act as a supplier (distributor and manufacturer) of systems and products to the defence industry, government agencies, police, and other clients. The systems and products may consist of components, water purification, communication, and search equipment. The business also includes installation, maintenance, and training within the same field, as well as other related activities.The company shall develop and supply systems and products to the defense industry, government agencies, and other customers within the total defense sector. These systems and products consist of equipment tailored to the end-customer’s specific requirements. The company also offers installation, maintenance, and educational services in this field, as well as other related activities.
§ 4 Share Capital§ 4 Share Capital
The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000.The share capital shall amount to not less than SEK 800,000 and not more than SEK 3,200,000.
§ 5 Number of Shares§ 5 Number of Shares
The number of shares shall be not less than 10,000,000 and not more than 40,000,000.The number of shares shall be not less than 15,000,000 and not more than 60,000,000.
§ 6 Board of Directors§ 6 Board of Directors
The Board of Directors shall consist of not fewer than three (3) and not more than six (6) members, with not fewer than zero (0) and not more than six (6) deputy members.The board shall consist of no fewer than three (3) and no more than six (6) board members without deputies.

Furthermore, the Board proposes that the Annual General Meeting resolves to introduce a new § 10 regarding the collection of proxies and postal voting as follows.

§ 10 Collection of proxies and postal votingBefore a General Meeting, the board of directors may decide that the shareholders shall be able to exercise their voting rights by post in advance of the General Meeting in accordance with Chapter 7, Section 4a of the Swedish Companies Act (2005:551).

The board of directors may, in connection with a General Meeting, collect proxies in accordance with the procedure set out in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.

Due to the introduction of a new § 10, the following provisions are renumbered.

The new Articles of Association in its entirety are set out in the Board's complete proposal for a resolution.

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.

Item 13 â€" 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 2026. 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 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 documentsAccounting documents and the auditor's report regarding the financial year 2025 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 MeetingPursuant 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 Annual General Meeting.

Processing of personal informationFor 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 March 2026W5 Solutions AB (publ)The Board of Directors

 

About W5 Solutions


W5 Solutions’ vision is to become the leading global provider of sustainable defence technology. The company develops and delivers cutting-edge solutions that strengthen both its own forces and those of its allies. Their solutions in Integration, Training and Power are designed with a focus on sustainability and innovation, making them a reliable partner for defence and security agencies worldwide.

Founded in 2018, with a heritage dating back to 1940, W5 Solutions is headquartered in Stockholm.

Learn more at www.w5solutions.com.

The company is listed on the Nasdaq First North Growth Market Stockholm. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB.

For further information, please contact:


Evelina Hedskog, President and CEO, W5 SolutionsTel: +46 (0)8 650 08 88E-mail: [email protected]

Attachments


NOTICE OF ANNUAL GENERAL MEETING 2026 IN W5 SOLUTIONS AB (PUBL)

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