Notice of Extraordinary General Meeting of Episurf Medical AB (publ)

The shareholders in Episurf Medical AB (publ), 556767-0541 (“Episurf” or the “Company“), are hereby summoned to the Extraordinary General Meeting (the “Meeting“) on 13 April 2026, at 15:00 (CEST) at the Company’s office at Karlavägen 60, SE-114 49 Stockholm, Sweden. Entry and registration begin at 14:30 (CEST). The Board of Directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and the Company’s Articles of Association, resolved that shareholders shall be able to exercise their voting rights by post prior to the Meeting. Accordingly, shareholders may choose to participate in the Meeting in person, by proxy or through postal voting.

EXERCISE OF VOTING RIGHTS AT THE MEETING

Shareholders who wish to exercise their voting rights at the Meeting must:

be registered in the share register maintained by Euroclear Sweden AB on 1 April 2026 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed on 7 April 2026; and
give notice of participation to the Company in accordance with the instructions set out under the heading “Notice of attendance in person or by proxy”, or submit a postal vote in accordance with the instructions set out under the heading “Instructions for postal voting”, not later than on 7 April 2026.

Notice of attendance in person or by proxy

Shareholders who wish to attend the Meeting in person or by proxy shall give notice to the Company thereof either by e-mail to ir@episurf.com or by post to Episurf Medical AB (publ), “Extraordinary General Meeting 2026”, Karlavägen 60, SE-114 49 Stockholm, Sweden. The notice of attendance must state the shareholder’s name or company name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).

Shareholders who do not wish to participate in the Meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the Meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.

In order to facilitate the registration at the Meeting, powers of attorney, certificates of registration and other documents of authority should be received by the Company at the address Episurf Medical AB (publ), “Extraordinary General Meeting 2026”, Karlavägen 60, SE-114 49 Stockholm, Sweden not later than on 7 April 2026. Please note that notice of attendance at the Meeting must be given even if a shareholder wishes to exercise its voting rights at the Meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance at the Meeting. A template proxy form will be available at the Company’s website (www.episurf.com).

Instructions for postal voting

Shareholders who wish to exercise their voting rights by postal voting must use the postal voting form and follow the instructions that are available on the Company’s website (www.episurf.com). The postal vote must be received by the Company not later than on 7 April 2026. The postal voting form must either be sent by e-mail to ir@episurf.com or be sent by post to Episurf Medical AB (publ), “Extraordinary General Meeting 2026”, Karlavägen 60, SE-114 49 Stockholm, Sweden. If the shareholder is a legal entity, a copy of a registration certificate or other equivalent authorisation document for the legal entity must be enclosed with the form. The same applies if the shareholder is voting by post through a proxy.

Shareholders who wish to revoke a submitted postal vote and instead exercise their voting rights by attending the Meeting in person or by proxy must notify the secretariat of the Meeting before the Meeting opens.

Personal data

Personal data obtained from the share register and postal voting forms as well as information on proxies will be used for registration, preparation of the voting list for the Meeting and, where applicable, the minutes of the Meeting. For information about how your personal data is processed, please refer to the Privacy Policy available on Euroclear Sweden AB’s website (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).

PROPOSED AGENDA

Opening of the Meeting
Election of Chairman of the Meeting
Preparation and approval of the voting list
Election of one or two persons to approve the minutes of the Meeting
Approval of the agenda
Determination of whether the Meeting has been duly convened
The Board of Directors’ proposal regarding:
1. approval of amendments of the articles of association regarding limits for share capital and number of shares,
2. approval of amendments of the articles of association regarding limits for share capital and number of shares, and
3. authorisation for the Board of Directors to resolve on issue of Class B shares, convertibles convertible into Class B shares and warrants entitling to subscription of Class B shares,
The Board of Directors’ proposal regarding:
1. approval of acquisition,
2. approval of amendments of the articles of association regarding limits for share capital and number of shares, and
3. authorisation for the Board of Directors to resolve on issue of Class B shares
The Nomination Committee’s proposal regarding:
1. determination of the number of members of the Board of Directors,
2. election of new member of the Board of Directors, and
3. remuneration to new member of the Board of Directors
Closing of the Meeting

PROPOSALS FOR RESOLUTIONS

Proposal under item 7: The Board of Directors’ proposal regarding (a) – (b) approval of amendments of the articles of association regarding limits for share capital and number of shares, and (c) authorisation for the Board of Directors to resolve on issue of Class B shares, convertibles convertible into Class B shares and warrants entitling to subscription of Class B shares.

Items 7 (a) – (c) constitute a proposal to be approved as a joint resolution at the Meeting. A valid resolution in accordance with the proposal of the Board of Directors under this item 7 requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.

The Board of Directors proposes, in addition to what is set out below, that the Board of Directors, or the person designated by the Board of Directors, shall be authorised to make such adjustments to the resolutions under this item 7 as may be required in connection with registrations with the Swedish Companies Registration Office and Euroclear Sweden AB.

Background to the proposal under items 7

On 30 December 2025, Episurf announced that Episurf had entered into an agreement with Frusipe Intressenter Holding AB (“Frusipe Holding“) regarding the acquisition of all shares in Frusipe Intressenter Target 1 AB, a wholly owned subsidiary of Frusipe Holding at the time, with payment through, inter alia, promissory notes that can be repaid through newly issued Class B shares, convertibles convertible into Class B shares and warrants that can be used to subscribe for Class B shares (the “Frusipe Acquisition“). For more information about the Frusipe Acquisition, please refer to Episurf’s announcements regarding the Frusipe Acquisition on 30 December 2025 and on 8 January 2026, and to the Company’s announcement on 24 February 2026.

Proposal under item 7 (a): The Board of Directors’ proposal regarding approval of amendments of the articles of association regarding limits for share capital and number of shares

The Board of Directors proposes that the Meeting resolves to amend the Company’s limits for share capital and number of shares in sections 4–5 of the Company’s articles of association in order to enable the issues of shares, warrants and/or convertibles that the Board of Directors intends to resolve upon based on the authorisation from the Meeting pursuant to item 7 (c) (the “Frusipe Issues“).

The Board of Directors is proposed to be authorised to submit the Company’s new articles of association for registration, in accordance with the below, in connection with the Board of Directors’ exercise of the authorisation for the Frusipe Issues.

Current wording			Proposed new wording
§ 4 Share capital The share capital shall be no less than SEK 23,600,000 and no more than SEK 94,400,000.			§ 4 Share capital The share capital shall be no less than SEK 40,000,000 and no more than SEK 160,000,000.
§ 5 Number of shares The number of shares shall be no less than 2,360,000,000 and no more than 9,440,000,000.			§ 5 Number of shares The number of shares shall be no less than 4,000,000,000 and no more than 16,000,000,000.

Proposal under item 7 (b): The Board of Directors’ proposal regarding approval of amendments of the articles of association regarding limits for share capital and number of shares

Current wording		Proposed new wording
§ 4 Share capital The share capital shall be no less than SEK 23,600,000 and no more than SEK 94,400,000.		§ 4 Share capital The share capital shall be no less than SEK 47,500,000 and no more than SEK 190,000,000.
§ 5 Number of shares The number of shares shall be no less than 2,360,000,000 and no more than 9,440,000,000.		§ 5 Number of shares The number of shares shall be no less than 4,750,000,000 and no more than 19,000,000,000.

Proposal under item 7 (c): The Board of Directors’ proposal regarding authorisation for the Board of Directors to resolve on issue of Class B shares, convertibles convertible into Class B shares and warrants entitling to subscription of Class B shares

The Board of Directors proposes that the Meeting resolves to authorise the Board of Directors to, during the period until the next annual general meeting, on one or more occasions, with or without deviation from the shareholders’ pre-emption rights, resolve on issue of Class B shares, issue of warrants entitling to subscription of Class B shares and/or issue of convertibles convertible into Class B shares up to a maximum number that can be accommodated within the respective limits for share capital and number of shares in the articles of association as submitted for registration from time to time or in the articles of association that may be submitted for registration pursuant to the Meeting’s resolutions under items 7 (a) – (b). Issues may be made against cash payment, payment in kind or by way of set-off, or otherwise on terms and conditions.

The authorisation may only be utilised to complete the Frusipe Acquisition that the Company announced via press release on 30 December 2025 and to fulfil the Company’s obligations under the Frusipe Acquisition.

Proposal under item 8: The Board of Directors’ proposal regarding (a) approval of acquisition, (b) approval of amendments of the articles of association regarding limits for share capital and number of shares, and (c) authorisation for the Board of Directors to resolve on issue of Class B shares.

Items 8 (a) – (c) constitute a proposal to be approved as a joint resolution at the Meeting. For a valid resolution in accordance with the Board’s proposal under this item 8, the proposal must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

In addition to what is stated below, the Board of Directors proposes that the Board of Directors, or the person appointed by the Board of Directors, be authorised to make any adjustments to the decisions under item 8 that may prove necessary in connection with registrations with the Swedish Companies Registration Office and Euroclear Sweden AB.

Proposal under item 8 (a): The Board of Directors’ proposal for a resolution on the approval of acquisition

On 26 January 2026, the Company entered into an agreement with KlaraBo Empire Top Holding AB regarding the acquisition of the company KlaraBo Empire Holding AB, which holds a portfolio of assets consisting of properties, for a preliminary purchase price amounting to approximately SEK 361 million, of which SEK 130 million shall be paid through a promissory note to be set off against Class B shares in the Company at a subscription price of SEK 0.045 per Class B share (the “KlaraBo Acquisition“). The KlaraBo Acquisition is described in more detail in the press release announced by the Company on 26 January 2026, which is attached to the Board’s complete proposal for resolutions. The Board proposes that the Meeting resolves to approve the KlaraBo Acquisition.

Proposal under item 8 (b): The Board of Directors’ proposal regarding approval of amendments of the articles of association regarding limits for share capital and number of shares

The Board of Directors proposes that the Meeting resolves to amend the Company’s limits for share capital and number of shares in sections 4–5 of the Company’s articles of association in order to enable the issue of shares that the Board of Directors intends to resolve upon based on the authorisation from the Meeting pursuant to item 8 (c) (the “KlaraBo Issue“).

Current wording		Proposed new wording
§ 4 Share capital The share capital shall be no less than SEK 23,600,000 and no more than SEK 94,400,000.		§ 4 Share capital The share capital shall be no less than SEK 70,000,000 and no more than SEK 280,000,000.
§ 5 Number of shares The number of shares shall be no less than 2,360,000,000 and no more than 9,440,000,000.		§ 5 Number of shares The number of shares shall be no less than 7,000,000,000 and no more than 28,000,000,000.

Proposal under item 8 (c): The Board of Directors’ proposal regarding authorisation for the Board of Directors to resolve on issue of Class B shares

The authorisation may only be utilised to complete the KlaraBo Acquisition that the Company announced via press release on 26 January 2026 and to fulfil the Company’s obligations under the KlaraBo Acquisition.

The Board of Directors intends to propose that the annual general meeting 2026 resolves on a new authorisation to enable the KlaraBo Issue, in the event that completion of the KlaraBo Acquisition occurs after the date of the Company’s annual general meeting.

Proposal under item 9: The Nomination Committee’s proposal regarding (a) determination of the number of members of the Board of Directors, (b) election of new member of the Board of Directors, and (c) remuneration to new member of the Board of Directors.

The Nomination Committee proposes:

that the number of ordinary board members elected by a general meeting shall be four,
that Lars Lönnquist is elected to the Board of Directors for the period until the end of the next annual general meeting, and
that the annual remuneration for Lars Lönnquist shall amount to SEK 200,000, which corresponds to the remuneration resolved at the annual general meeting held on 10 April 2025 (the “Annual General Meeting 2025“) for each of the members of the Board of Directors, whereby the remuneration to be paid to Lars Lönnquist for the current term of office shall be calculated on a pro rata basis, based on the period from the date of the extraordinary general meeting held on 13 April 2026 until the date of the next annual general meeting. A corresponding calculation made on a pro rata basis shall be applied to the remuneration for members of the Board of Directors who have resigned during the period from the Annual General Meeting 2025 up until and including the date of their respective resignation. In all other respects, the Annual General Meeting 2025’s resolution on remuneration and the resolution on remuneration resolved upon by the extraordinary general meeting held on 10 February 2026 shall remain in force.

Lars Lönnquist has extensive experience from the financial industry and real estate investments and most recently spent approximately 11 years at Spiltan Fonder. Currently, Lars Lönnquist serves as board member of Cicero Fonder. He has previously served as Head of Investment Management at IF Skadeförsäkring AB. He also has experience from Folksam as Deputy CIO and Head of Fixed Income and as CEO of Folksam Tjänstemannafonder AB.

If the Meeting resolves to elect Lars Lönnquist, the Board of Directors for the period until the end of the next annual general meeting will consist of Ulf Grunander, Leif Ryd, Jens Andersson and Lars Lönnquist, with Ulf Grunander as chairman of the Board of Directors.

NUMBER OF SHARES AND VOTES

On the date of this notice, the total number of shares in Episurf is 2,810,494,390, of which 473,357 are Class A shares with three votes each, and 2,810,021,033 are Class B shares with one vote each. Accordingly, the total number of votes amounts to 2,811,441,104. The Company does not hold any shares in treasury.

SHAREHOLDERS’ RIGHTS TO REQUEST INFORMATION

The Board of Directors and the CEO shall, if requested by a shareholder and the Board of Directors believes that it can be done without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda.

DOCUMENTS

The complete proposals and other documents that shall be made available prior to the Meeting pursuant to the Swedish Companies Act will be made available at the Company and at the Company’s website (www.episurf.com). The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Episurf Medical AB (publ), Karlavägen 60, SE-114 49 Stockholm, Sweden or by e-mail to ir@episurf.com.

* * *

Stockholm in March 2026
The Board of Directors
www.episurf.com

For further information, please contact:

Jens Andersson, CEO, Episurf Medical

Tel: +46 (0) 768 55 67 02

Email: jens.andersson@episurf.com

About Episurf Medical AB

Episurf Medical is a newly created real estate company with exposure to a diversified portfolio of real estate assets. The Company aims to deliver expansive value creation through Nordic yielding properties, with a focus on commercial and industrial buildings. The Company also has a medical technology business which is based on the individualised implant Episealer® and related surgical instruments, which are used for treating cartilage damage in joints. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, visit the company’s website: www.episurf.com

The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CET on 11 March 2026.