The shareholders of Episurf Medical AB (publ), reg. no. 556767-0541 ("Episurf" or the "Company"), are hereby given notice to attend the Extraordinary General Meeting to be held on Thursday, 12 November 2026, at 15:00 (CET) at Episurf's office at Karlavägen 60, SE-114 49 Stockholm, Sweden. The entrance opens at 14:30 (CET).
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 Extraordinary General Meeting on Thursday, 12 November 2026. Accordingly, shareholders may choose to participate in the general 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 general meeting must:
- be registered in the share register maintained by Euroclear Nordics AB on Wednesday, 4 November 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 Friday, 6 November 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 Friday, 6 November 2026.
Notice of attendance in person or by proxy
Shareholders who wish to attend the general 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 general meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the general 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 general 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 Friday, 6 November 2026. Please note that notice of attendance at the general meeting must be given even if a shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance at the meeting. A template proxy form is 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 Friday, 6 November 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 general meeting in person or by proxy must notify the secretariat of the general 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 general 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 Nordics AB's website (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
PROPOSED AGENDA
- Opening of the general meeting.
- Election of Chair of the general meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Approval of the agenda.
- Determination of whether the general meeting has been duly convened.
- Resolution on:
- approval of amendments of the articles of association regarding a new company name and the limits for share capital and number of shares, and
- approval of amendments of the articles of association regarding the limits for share capital and number of shares.
- Resolution on a long-term warrant program to employees through issue of warrants and approval of the transfer of warrants.
- Resolution on approval of a related-party transaction between a subsidiary and a related party.
- Resolution on a long-term warrant program to the Board of Directors through issue of warrants and approval of the transfer of warrants.
- Closing of the general meeting.
PROPOSALS FOR RESOLUTIONS
Resolutions proposed by the Board of Directors
Item 2 – Election of Chair of the general meeting
The Board of Directors proposes the attorney Tilda Rosengren to preside as Chair of the Extraordinary General Meeting.
Item 7 – Resolution on a) approval of amendments of the articles of association regarding a new company name and the limits for share capital and number of shares, and b) approval of amendments of the articles of association regarding the limits for share capital and number of shares
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 general 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 Nordics AB.
a) Resolution on approval of amendments of the articles of association regarding a new company name and the limits for share capital and number of shares
It is proposed that the Board of Directors is authorised to submit the Company's new articles of association for registration, in accordance with the below.
Resolution on approval of amendments of the articles of association regarding a new company name and the limits for share capital and number of shares
The Board of Directors proposes that the general meeting resolves to amend section 1 of the articles of association as set out below, whereby the Company's registered company name is changed to Episurf AB.
| Current wording | Proposed new wording | |
| § 1 Company nameThe name of the Company is Episurf Medical AB. The Company is a public company (publ). | § 1 Company nameThe name of the Company is Episurf AB. The Company is a public company (publ). |
The Board of Directors further proposes that the general 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, convertibles and/or warrants that the Board of Directors intends to resolve upon based on the authorisation granted to the Board of Directors to resolve on issues of shares, convertibles and/or warrants for the purpose of enabling the acquisition of working capital, in order to carry out and finance any acquisitions, as resolved by the Annual General Meeting on 25 May 2026 (the "General Authorisation").
| Current wording | Proposed new wording | |
| § 4 Share capitalThe share capital shall be no less than SEK 92,000,000 and no more than SEK 368,000,000. | § 4 Share capitalThe share capital shall be no less than SEK 162,000,000 and no more than SEK 648,000,000. | |
| § 5 Number of sharesThe number of shares shall be no less than 9,200,000,000 and no more than 36,800,000,000. | § 5 Number of sharesThe number of shares shall be no less than 16,200,000,000 and no more than 64,800,000,000. |
b) Resolution on approval of amendments of the articles of association regarding the limits for share capital and number of shares
It is proposed that, in addition to what is set out below, the Board of Directors is authorised to submit the Company's new articles of association for registration, in accordance with the below, in connection with the Board of Directors' utilisation of the General Authorisation or in connection with the conversion of convertibles into Class B shares.
Resolution on approval of amendments of the articles of association regarding the limits for share capital and number of shares
The Board of Directors proposes that the general 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, convertibles and/or warrants that the Board of Directors intends to resolve upon through utilisation of the General Authorisation.
| Current wording | Proposed new wording | |
| § 4 Share capitalThe share capital shall be no less than SEK 92,000,000 and no more than SEK 368,000,000. | § 4 Share capitalThe share capital shall be no less than SEK 202,800,000 and no more than SEK 811,200,000. | |
| § 5 Number of sharesThe number of shares shall be no less than 9,200,000,000 and no more than 36,800,000,000. | § 5 Number of sharesThe number of shares shall be no less than 20,280,000,000 and no more than 81,120,000,000. |
Item 8 – Resolution on a long-term warrant program to employees through issue of warrants and approval of the transfer of warrants
The Board of Directors proposes that the general meeting passes a resolution on the implementation of a long-term incentive program to certain employees ("LTIP 2026:1"). The proposal is divided into the following items.
- Resolution regarding issue and approval of transfer of warrants, series 2026:1
- Other matters in relation to the LTIP 2026:1
A. Issue of warrants, series 2026:1
The Board of Directors proposes that the general meeting resolves to carry out a private placement in respect of not more than 1,000,000,000 warrants of series 2026:1, entailing an increase in the share capital of not more than SEK 10,000,000 if all warrants are fully subscribed into shares.
- The resolution according to the above shall otherwise be governed by the following terms and conditions
- The right to subscribe for the warrants, with derogation from the shareholders' pre-emption rights, shall vest in the Company, with right and obligation to transfer the warrants to present and future employees in the Company or its subsidiaries in accordance with below.
No oversubscription is allowed.
- The reason for derogation from the shareholders' pre-emption rights is to implement an incentive program through which present and future employees in the Company or its subsidiaries shall be able to become long-term owners and participate in and work for a positive growth of value of the Company's share for the period that the program covers, and to ensure that the Company or its subsidiaries can keep and recruit qualified and motivated personnel.
- The warrants shall be issued at no consideration to the Company.
- Subscription for the warrants shall take place on the same day as the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period.
- Each warrant entitles the holder to subscribe for one new Class B share in the Company.
- The warrants may be exercised for subscription of new shares during the period commencing on 1 November 2029, up to and including 30 November 2029.
- The subscription price per share shall correspond to 150 percent of the volume weighted average price according to Nasdaq Stockholm's official price list for a Class B share during the ten trading days immediately before the date of the general meeting, however at least the share's quota value.
- Any share premium shall be transferred to the unrestricted premium reserve.
- The shares subscribed for based on the warrants shall carry a right to participate in dividends for the first time on the next record date for dividends, which occurs after subscription is completed.
- Other terms and conditions for the warrants are set out in the complete terms and conditions for series 2026:1.
- Approval of transfer of warrants, series 2026:1
- The Board of Directors proposes that the general meeting approves the Company's transfer of warrants of series 2026:1 in accordance with the following terms.
- The right to acquire warrants from the Company shall vest in three categories of present and future employees in the Company or its subsidiaries (the "Participants") in accordance with the table below. Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. Any remaining warrants may be allotted to other Participants pro rata, based on their acquisition of warrants. However, such allotment may at most result in that the maximum number of warrants per Participant within a certain category is exceeded by fifty (50) percent.
| Category | Number of Participants | Maximum number of warrants per Participant | Total number of warrants |
| CEO | Max 1 | 150,000,000 | 150,000,000 |
| Senior executives | Max 6 | 83,333,333-125,000,000 | 500,000,000 |
| Other key employees | Max 10 | 35,000,000-70,000,000 | 350,000,000 |
- The warrants of series 2026:1 shall be transferred on market terms at a price (premium) that is determined based on a calculated market value for the warrants using the Black & Scholes valuation model, calculated by an independent valuation institute.
- The value of warrants of series 2026:1 has, during September 2026, been preliminarily calculated to SEK 0.01 per warrant based on a share price of SEK 0.08, a subscription price of SEK 0.12 per share, a term of 3 years, a risk-free interest rate of approximately 2.70 percent, a volatility of 40 percent and an illiquidity discount of 15 percent. It has further been assumed that the shareholders will receive dividends corresponding to 6 percent of the value of the share during the term of the warrants.
- The preliminary calculation above assumes that there will be no recalculation in the event of any dividends in accordance with the full terms and conditions for warrants of series 2026:1.
- The final valuation of the warrants takes place in connection with the Participants' acquisition of the warrants and will be based on market conditions at that time.
- Transfer to Participants requires that the acquisition of the warrants can legally take place, and that, in the Board of Directors' assessment, it can be done with reasonable administrative and economic efforts.
- Application for acquisition of warrants must be made no later than on 13 November 2026. However, the Board of Directors has the right to extend the time for application for acquisition and to specify a new application period for new employees whose acquisition takes place after the end of the initial application period and/or for current employees whose additional acquisition takes place after the end of the initial application period, or for current and future employees if the launch of LTIP 2026:1 occurs at a later date than on 13 November 2026. The intention is that warrants within the framework of LTIP 2026:1 can be transferred to a certain number of newly recruited employees who are hired by the Company or its subsidiaries after the end of the initial application period and that current employees should have the opportunity to acquire additional warrants after the end of the initial application period, however, not exceeding the number of warrants per Participant as specified above in relation to each category. Such transfers to current and new employees shall be made according to the same principles that apply according to this proposal. Transfer shall take place at the then current market price. The remaining term of the warrants may be less than three years at the time of transfer to new employees and/or in additional transfers to current employees. The reason for such transfers is that it is of great value for the Company that the interest of current employees in promoting the Company's development is strengthened and to quickly integrate new employees into the same incentive structure that applies to other employees, and to create a joint interest in promoting the Company's long-term development.
- Payment for the acquired warrants must be made at the latest in connection with the application for acquisition. However, the Board of Directors has the right to extend the time for payment and to specify a corresponding payment period for new employees whose acquisition takes place after the end of the initial payment period and/or for current employees whose additional acquisition takes place after the end of the initial application period, or for current and future employees if the launch of LTIP 2026:1 occurs at a later date than on 13 November 2026.
- The Company reserves the right to repurchase warrants if the Participant's employment with the Company or its subsidiaries is terminated or if the Participant in turn wishes to transfer warrants. The warrants shall otherwise be governed by market terms.
- Warrants held by the Company that are not transferred to Participants or that are repurchased from Participants may be cancelled by the Company through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office for registration.
B. Other matters in relation to the LTIP 2026:1
- Effect on important key ratios and costs for the Company etc.
The Company's earnings per share will not be affected by the issuance as the exercise price of the warrants exceeds the current market value of the share at the time of the issuance. The Company's future earnings per share may be affected by the potential dilution effect of the warrants if the Company reports a positive result and the exercise price is below the market value. The warrant program will also incur certain limited costs in the form of external advisor fees and administration costs regarding the warrant program.
- Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the Company, the LTIP 2026:1 implies, upon exercise of all 1,000,000,000 warrants, a dilution corresponding to approximately 3.0 percent of the total number of shares and the total number of votes outstanding in the Company. These calculations are based on the number of registered shares at the time of publication of this notice with the addition of all the shares that would result at a full subscription and a full conversion of all outstanding and registered warrants and convertible debentures at the time of publication of this notice.
- Calculation of the market value
The preliminary market value has, during September 2026, been established based on a calculated market value for the warrants, applying the Black & Scholes valuation model calculated by Mangold Fondkommission AB.
- Other share-related incentive programmes
The Company's share-related incentive programs are described on page 73 note 9 in the Company's annual report 2025. Note also that an incentive program for the Board of Directors, LTIP 2026:2, is proposed under item 10 of this notice.
- Authorisations for the Board of Directors
The general meeting authorises the Board of Directors to execute the resolution above. In addition, the Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make minor adjustments to the resolutions above that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Nordics AB.
- The background and rationale for the proposal
The Board of Directors wishes to implement an incentive program through which present and future employees shall be able to become long-term owners and participate in and work for a positive growth of value of the Company's share for the period that the program covers, and to ensure that the Company or its subsidiaries can keep and recruit qualified and motivated personnel.
- Preparation of the proposal
The principles for the LTIP 2026:1 have been prepared by the Board of Directors of the Company. The proposal has been prepared with the support of external advisors and following consultations with shareholders. The Board of Directors has thereafter decided to present this proposal to the general meeting. No employee that may be a Participant of the program has participated in the formulation of the terms.
- Majority requirements
The resolution by the general meeting regarding the implementation of the LTIP 2026:1 in accordance with the above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the general meeting approve the resolution.
Item 9 – Resolution on approval of a related-party transaction between a subsidiary and a related party
Background and description of the related-party transaction
The Board of Directors has taken note of a press release published by Ilija Batljan Invest AB (publ), reg. no. 559053-5166 ("IBI") on 9 October 2026, according to which IBI intends to make an offer to repurchase all bonds issued by IBI with ISIN SE0016101810 (the "Bonds") in return for a cash payment equivalent to 100 percent of the outstanding nominal amount of the Bonds, together with accrued and unpaid interest in accordance with the terms and conditions of the Bonds, subject to the condition that bondholders who accept the offer waive and release all current and future claims and demands relating to the Bonds against the Company, the agent and other bondholders (the "Tender Offer"). The Tender Offer is intended to be made no later than 9 November 2026 at 12:00 (CET). Episurf holds, through its wholly-owned subsidiary Frusipe Intressenter Target 1 AB (the "Subsidiary"), Bonds with a nominal value amounting to SEK 332,500,000.
The Board of Directors of Episurf considers, as set out below, that it is in Episurf's interest that the Subsidiary accepts the Tender Offer in respect of such Bonds held by the Subsidiary (the "Transaction").
As a result of the Transaction, the Subsidiary will acquire a claim against IBI corresponding to the nominal amount of the Subsidiary's Bonds together with accrued interest (the "Repurchase Claim"). Upon completion of the Transaction, Episurf intends, through payment with a promissory note, to allow the Subsidiary to assume the debt of SEK 350,000,000 that Episurf owes to Frusipe Intressenter Holding AB in accordance with the promissory note issued as part of the payment for Episurf's acquisition of the Subsidiary from Frusipe Intressenter Holding AB (the "Promissory Note Claim"). It is Episurf's understanding that IBI intends to, at the same time, acquire the Promissory Note Claim. The Subsidiary and IBI subsequently intend to set off the Repurchase Claim, less SEK 20,000,000, against the Promissory Note Claim (the "Set-off").
IBI has also notified Episurf that IBI further undertakes to pay Episurf the remaining SEK 20,000,000 in cash as final settlement of the Repurchase Claim in connection with the Set-off.
The Board's assessment is that the completion of the Transaction is in the interests of Episurf's shareholders and that the Transaction has been agreed on terms that are reasonable from a financial perspective. Episurf has obtained a so-called fairness opinion from MLT Corporate Finance AB ("MLTCF"). In its opinion dated 10 October 2026, MLTCF has assessed that the completion of the Transaction is reasonable from a financial perspective for Episurf's shareholders.
Pursuant to Chapter 16a of the Swedish Companies Act, material transactions between a subsidiary of a public limited company whose shares are admitted to trading on a regulated market and its related parties must be submitted to the general meeting of the public company for approval (subject to certain exceptions). The Subsidiary is a subsidiary of Episurf, which is such a public limited company and IBI is a related party to Episurf pursuant to Chapter 16a, Section 3 of the Swedish Companies Act, as Ilija Batljan, who is Vice-Chairman of the Board of Episurf, directly and indirectly through a company, owns the shares in IBI. The Subsidiary's acceptance of the Tender Offer is therefore conditional upon approval by the Extraordinary General Meeting of Episurf.
The Board's proposed resolution regarding the approval of a related-party transaction between the Subsidiary and a related party also constitutes the Board's report pursuant to Chapter 16a, Section 7 of the Swedish Companies Act. The transaction is also submitted to the general meeting of the Subsidiary for approval in accordance with Chapter 16a, Section 9 of the Swedish Companies Act.
Ilija Batljan has not participated in the Board's preparation of the proposal.
The Board's proposed resolution
In light of the above, the Board proposes that the Extraordinary General Meeting resolves to approve the Transaction.
Majority requirements, etc.
A valid resolution in accordance with the proposal of the Board of Directors under this item 9 requires that the proposal is supported by more than half of the votes cast at the general meeting. Shares held by IBI, by companies within the same group as IBI or by Ilija Batljan will, in accordance with Chapter 16a, Section 8 of the Swedish Companies Act, not be taken into account in the vote.
Resolution proposed by a shareholder
Item 10 – Resolution on a long-term warrant program to the Board of Directors through issue of warrants and approval of the transfer of warrants
The shareholder Fastighetsaktiebolaget Lilium proposes that the general meeting passes a resolution on the implementation of a long-term incentive program directed to the Board of Directors of the Company ("LTIP 2026:2"). The proposal is divided into the following items.
- Resolution regarding issue and approval of transfer of warrants, series 2026:2
- Other matters in relation to the LTIP 2026:2
A. Issue of warrants, series 2026:2
The shareholder Fastighetsaktiebolaget Lilium proposes that the general meeting resolves to carry out a private placement in respect of not more than 300,000,000 warrants of series 2026:2, entailing an increase in the share capital of not more than SEK 3,000,000 if all warrants are fully subscribed into shares.
1. The resolution according to the above shall otherwise be governed by the following terms and conditions
- The right to subscribe for the warrants, with derogation from the shareholders' pre-emption rights, shall vest in the Company, with right and obligation to transfer the warrants to current board members of the Company in accordance with below.
No oversubscription is allowed.
- The reason for derogation from the shareholders' pre-emption rights is to implement an incentive program through which current directors of the board in the Company shall be able to become long-term owners and participate in and work for a positive growth of value of the Company's share for the period that the program covers.
- The warrants shall be issued at no consideration to the Company.
- Subscription for the warrants shall take place on the same day as the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period.
- Each warrant entitles the holder to subscribe for one new Class B share in the Company.
- The warrants may be exercised for subscription of new shares during the period commencing on 1 November 2029, up to and including 30 November 2029.
- The subscription price per share shall correspond to 150 percent of the volume weighted average price according to Nasdaq Stockholm's official price list for a Class B share during the ten trading days immediately before the date of the general meeting, however at least the share's quota value.
- Any share premium shall be transferred to the unrestricted premium reserve.
- The shares subscribed for based on the warrants shall carry a right to participate in dividends for the first time on the next record date for dividends, which occurs after subscription is completed.
- Other terms and conditions for the warrants are set out in the complete terms and conditions for series 2026:2.
- Approval of transfer of warrants, series 2026:2
- The shareholder Fastighetsaktiebolaget Lilium proposes that the general meeting approves the Company's transfer of warrants of series 2026:2 in accordance with the following terms.
- The right to acquire warrants from the Company shall vest in the current directors of the Board of the Company (the "Participants"). However, the CEO (who instead participates in LTIP 2026:1) and the director Ilija Batljan will not be offered to acquire warrants. Initially, each Participant will be offered to acquire 30,000,000-75,000,000 warrants. Any remaining warrants may be allotted to other Participants pro rata, based on their acquisition of warrants. However, such allotment may at most result in that the maximum number of warrants per Participant is exceeded by fifty (50) percent.
- The warrants of series 2026:2 shall be transferred on market terms at a price (premium) that is determined based on a calculated market value for the warrants using the Black & Scholes valuation model, calculated by an independent valuation institute.
- The right to acquire warrants from the Company shall vest in the current directors of the Board of the Company (the "Participants"). However, the CEO (who instead participates in LTIP 2026:1) and the director Ilija Batljan will not be offered to acquire warrants. Initially, each Participant will be offered to acquire 30,000,000-75,000,000 warrants. Any remaining warrants may be allotted to other Participants pro rata, based on their acquisition of warrants. However, such allotment may at most result in that the maximum number of warrants per Participant is exceeded by fifty (50) percent.
- The value of warrants of series 2026:2 has, during September 2026, been preliminarily calculated to SEK 0.01 per warrant based on a share price of SEK 0.08, a subscription price of SEK 0.12 per share, a term of 3 years, a risk-free interest rate of approximately 2.70 percent, a volatility of 40 percent and an illiquidity discount of 15 percent. It has further been assumed that the shareholders will receive dividends corresponding to 6 percent of the value of the share during the term of the warrants.
- The preliminary calculation above assumes that there will be no recalculation for any dividends in accordance with the full terms and conditions for warrants of series 2026:2.
- The final valuation of the warrants takes place in connection with the Participants' acquisition of the warrants and will be based on market conditions at that time.
- Transfer to Participants requires that the acquisition of the warrants can legally take place, and that it can be done with reasonable administrative and economic efforts.
- Application for acquisition of warrants must be made no later than on 13 November 2026. However, the Board of Directors has the right to extend the time for application for acquisition if the launch of LTIP 2026:2 occurs at a later date than on 13 November 2026.
- Payment for the acquired warrants must be made at the latest in connection with the application for acquisition. However, the Board of Directors has the right to extend the time for payment if the launch of LTIP 2026:2 occurs at a later date than on 13 November 2026.
- The Company reserves the right to repurchase warrants if the Participant's board assignment with the Company is terminated or if the Participant in turn wishes to transfer warrants. The warrants shall otherwise be governed by market terms.
- Warrants held by the Company that are not transferred to Participants or that are repurchased from Participants, may be cancelled through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office.
B. Other matters in relation to the LTIP 2026:2
- Effect on important key ratios and costs for the Company etc.
The Company's earnings per share will not be affected by the issuance as the exercise price of the warrants exceeds the current market value of the share at the time of the issuance. The Company's future earnings per share may be affected by the potential dilution effect of the warrants if the Company reports a positive result and the exercise price is below the market value. The warrant program will also incur certain limited costs in the form of external advisor fees and administration costs regarding the warrant program.
- Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the Company, the LTIP 2026:2 implies, upon exercise of all 300,000,000 warrants, a dilution corresponding to approximately 0.9 percent of the total number of shares and the total number of votes outstanding in the Company. These calculations are based on the number of registered shares at the time of publication of this notice with the addition of all the shares that would result at a full subscription and a full conversion of all outstanding and registered warrants and convertible debentures at the time of publication of this notice.
- Calculation of the market value
The preliminary market value has, during September 2026, been established based on a calculated market value for the warrants, applying the Black & Scholes valuation model calculated by Mangold Fondkommission AB.
- Other share-related incentive programmes
The Company's share-related incentive programs are described on page 73 note 9 in the Company's annual report 2025. Note also that an incentive program for employees, LTIP 2026:1, is proposed under item 8 of this notice.
- Authorisations for the Board of Directors
The general meeting authorises the Board of Directors to execute the resolution above. In addition, the Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make minor adjustments to the resolutions above that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Nordics AB.
- The background and rationale for the proposal
The shareholder Fastighetsaktiebolaget Lilium has after consultation with other larger shareholders concluded to propose an incentive program through which present directors of the board shall be able to become long-term owners and participate in and work for a positive growth of value of the Company's share for the period that the program covers.
- Preparation of the proposal
The principles for the LTIP 2026:2 have been prepared by the shareholder Fastighetsaktiebolaget Lilium with support from external advisors and after consultation with shareholders. The shareholder Fastighetsaktiebolaget Lilium has thereafter decided to present this proposal for the general meeting. Except for the board members who have carried out certain administrative measures on explicit instruction from the shareholder Fastighetsaktiebolaget Lilium, no person that may be a Participant of the program has participated in the formulation of the terms.
- Majority requirements
The resolution by the general meeting regarding the implementation of the LTIP 2026:2 in accordance with the above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the general meeting approve the resolution.
OTHER INFORMATION
Number of shares and votes
On the date of this notice, the total number of shares in Episurf is 16,280,578,740, of which 473,357 are Class A shares with three votes each, and 16,280,105,383 are Class B shares with one vote each. Accordingly, the total number of votes amounts to 16,281,525,454. 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 general 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 October 2026
The Board of Directors
www.episurf.com