The shareholders of Vivesto AB, Reg. No. 556332-6676 (”Vivesto” or the ”company”), are hereby summoned to the Annual General Meeting to be held at 09:00 a.m. CEST on Thursday, 7 May 2026 at TM & Partners’ premises, Jakobs Torg 3, SE-111 52 Stockholm, Sweden.
The Board of Directors has, pursuant to the company’s Articles of Association, resolved that the shareholders shall have the opportunity to exercise their voting rights by postal voting prior to the Annual General Meeting. Shareholders may thus choose to attend the meeting in person, by proxy or by postal voting.
Right to attend
In order to attend the Annual General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 28 April 2026. Further, shareholders who wish to participate in the Annual General Meeting shall give notice of participation to the company no later than 30 April 2026 or cast a postal vote in accordance with the instructions under the heading “Instructions for postal voting” in such time that the postal vote is received by the company no later than 30 April 2026. Notice of participation can be made:
• by mail: Vivesto AB, Box 3061, SE-169 03 Solna, Sweden, or
• by e-mail: info@vivesto.com
The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Annual General Meeting. Shareholders or its proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Nominee-registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is registered in the share register as of 28 April 2026. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than 30 April 2026 are taken into account in the presentation of the share register.
Proxy and proxy form
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Annual General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the company at the above address no later than 30 April 2026.
Proxy form is available from the company and on the company’s website, www.vivesto.com, and is upon request sent to the shareholders who provide their postal address.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form available on the company’s website, www.vivesto.com. The postal vote must be received by the company no later than 30 April 2026. The completed and signed form must be sent by post to Vivesto AB, Box 3061, SE-169 03 Solna, Sweden, or by e-mail to info@vivesto.com. Submission of the postal voting form is valid as notice of participation at the Annual General Meeting.
Shareholders who wish to submit its postal vote by proxy must issue a written and dated power of attorney signed by the shareholder for their proxy. If the power of attorney is issued by a legal person, a copy of the registration certificate or equivalent for the legal person must be attached.
Shareholders may not provide special instructions or conditions to the postal vote. If so, the vote (i.e., the entire postal vote) is invalid. Further instructions and conditions can be found in the postal voting form.
Proposed agenda
1 Opening of the Annual General Meeting.
2 Election of Chairman of the Annual General Meeting.
3 Preparation and approval of the voting list.
4 Approval of the agenda.
5 Election of one or two persons to verify the minutes in addition to the Chairman.
6 Determination as to whether the Annual General Meeting has been duly convened.
7 Presentation of:
a. the annual report and the auditor’s report, and
b. auditor’s statement regarding whether there has been compliance with the guidelines for remuneration to senior executives which have applied since the previous Annual General Meeting.
8 Report by the Chief Executive Officer.
9 Resolution on adoption of the income statement and balance sheet.
10 Resolution on dispositions in respect of the company’s result pursuant to the adopted balance sheet.
11 Resolution on discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
12 Determination of the number of members and deputy members of the Board of Directors.
13 Determination of the number of auditors and deputy auditors.
14 Resolution on fees to the members of the Board of Directors.
15 Resolution on auditors’ fee.
16 Election of members of the Board of Directors and Chairman of the Board.
a. Election of Hege Hellström as Board member (re-election).
b. Election of Pål Ryfors as Board member (re-election).
c. Election of Roger Tell as Board member (re-election).
d. Election of Peter Zonabend as Board member (re-election).
e. Election of Peter Zonabend as Chairman of the Board (re-election).
17 Election of auditor.
18 Resolution on approval of the remuneration report.
19 Resolution on amendments of the articles of association and reverse share split
20 Resolution on amendments of the articles of association and reduction of the share capital without redemption of shares
21 Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments.
22 Closing of the Annual General Meeting.
Proposed resolutions
Item 2 – Election of Chairman of the Annual General Meeting
The Nomination Committee of Vivesto, comprising Per Arwidsson (Chairman), appointed by Arwidsro, Christer Hasslebäck, representing own holdings, and the Chairman of the Board of Vivesto, Peter Zonabend, proposes that Johan Wigh, or in the event of his absence, the person appointed by the Nomination Committee instead, be elected Chairman of the Annual General Meeting.
Item 3 – Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by the Chairman of the general meeting, based on the general meeting share register, postal votes received and shareholders having given notice of participation and being present at the meeting venue.
Item 10 – Resolution on dispositions in respect of the company’s result pursuant to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 12 – Determination of the number of members and deputy members of the Board of Directors
The Nomination Committee proposes that the number of members of the Board of Directors shall be four without deputies.
Item 13 – Determination of the number of auditors and deputy auditors
The Nomination Committee proposes that one registered accounting firm be elected as auditor, without deputies.
Item 14 – Resolution on fees to the members of the Board of Directors
The Nomination Committee proposes that the fees to the members of the Board of Directors shall be paid as follows. Fees resolved at the Annual General Meeting 2025 are stated in parenthesis.
• SEK 500,000 (500,000) to the Chairman of the Board and SEK 250,000 (250,000) to each of the other Board members elected by the Annual General Meeting who are not employed by the company, and
• SEK 50,000 (50,000) to the Chairman of the Audit Committee and SEK 25,000 (25,000) to each of the other members of the Audit Committee, and SEK 50,000 (50,000) to the Chairman of the Remuneration Committee and SEK 25,000 (25,000) to each of the other members of the Remuneration Committee.
Item 15 – Resolution on auditors’ fee
The Nomination Committee proposes that the auditor’s fees shall be paid as per approved invoice.
Item 16 – Election of members of the Board of Directors and Chairman of the Board
The Nomination Committee proposes re-election of the Board members Hege Hellström, Pål Ryfors, Roger Tell and Peter Zonabend for the period until the end of the next Annual General Meeting. The Nomination Committee proposes re-election of Peter Zonabend as Chairman of the Board.
Information on all proposed members is available at the company’s website, www.vivesto.com.
Item 17 – Election of auditor
The Nomination Committee proposes, in accordance with the recommendation of the Audit Committee, re-election of the registered accounting firm Grant Thornton Sweden AB as the company’s auditor for the period until the end of the next Annual General Meeting. Grant Thornton Sweden AB has informed that the Authorized Public Accountant Therese Utengen will be appointed auditor in charge, should Grant Thornton Sweden AB be elected as auditor.
Item 18 – Resolution on approval of the remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 19 – Resolution on amendments of the articles of association and reverse share split
The Board of Directors proposes that the Annual General Meeting resolves on (i) amendments of the articles of association, and (ii) a reverse share split. The proposals are to be considered as one proposal and therefore adopted by the Annual General Meeting as one resolution.
i. Proposal for resolution on amendments of the articles of association
In order to enable the reverse share split that the Annual General Meeting is proposed to resolve on under item (ii) below, the Board of Directors proposes that the Annual General Meeting resolves to amend the limits for the number of shares set out in Section 4 of the articles of association as follows.
| Current wording | Proposed wording |
| 4. Share capital and number of shares The share capital shall be not less than SEK 90,000,000 and not more than SEK 360,000,000. The number of shares shall be not less than 900,000,000 and not more than 3,600,000,000. |
4. Share capital and number of shares The share capital shall be not less than SEK 90,000,000 and not more than SEK 360,000,000. The number of shares shall be not less than 10,000,000 and not more than 40,000,000. |
ii. Proposal for resolution on reverse share split
In order to achieve an appropriate number of shares for the company, the Board of Directors proposes that the Annual General Meeting resolves on a reverse share split, whereby the number of shares in the company is reduced by consolidating one hundred (100) shares into one (1) share (reverse share split 1:100). Through the reverse share split, the number of shares in the company will decrease from 1,107,136,910 to 11,071,369.
If a shareholder's holding of shares does not correspond to a full number of new shares, i.e. is not evenly divisible by 100, the excess shares will pass to the company on the record date for the reverse share split. The excess shares will thereafter be sold by a securities institution engaged by the company, whereby concerned shareholders will receive their share of the sales proceeds.
The Board of Directors shall be authorised to determine the record date for the reverse share split (to occur after the resolution has been registered with the Swedish Companies Registration Office) and to otherwise take such measures as may be required for the implementation of the reverse share split. In connection with the determination of the record date for the reverse share split, the Board of Directors shall publish the resolution on the determination of the record date as well as further information regarding the procedure for the reverse share split.
The Board of Directors, or the person appointed by the Board of Directors, shall be entitled to make the minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 20 – Resolution on amendments of the articles of association and reduction of the share capital without redemption of shares
The Board of Directors proposes that the Annual General Meeting on resolves on (i) amendments of the articles of association, and (ii) reduction of the share capital without redemption of shares. The proposals are to be considered as one proposal and therefore adopted by the Annual General Meeting as one resolution.
i. Proposal for resolution on amendments of the articles of association
In order to enable the reduction of the share capital that the Annual General Meeting is proposed to resolve on under item (ii) below, the Board of Directors proposes that the Annual General Meeting resolves to amend the limits for the share capital set out in Section 4 of the articles of association as follows.
| Current wording1 | Proposed wording |
| 4. Share capital and number of shares The share capital shall be not less than SEK 90,000,000 and not more than SEK 360,000,000. The number of shares shall be not less than 10,000,000 and not more than 40,000,000. |
4. Share capital and number of shares The share capital shall be not less than SEK 10,000,000 and not more than SEK 40,000,000. The number of shares shall be not less than 10,000,000 and not more than 40,000,000. |
ii. Proposal for resolution on reduction of the share capital without redemption of shares
The Board of Directors proposes that the Annual General Meeting resolves to reduce the company’s share capital by SEK 99,642,322, from SEK 110,713,691 to SEK 11,071,369. The purpose of the reduction is allocation to unrestricted equity. The reduction shall be effected without redemption of shares, whereby the quota value per share, taking into account the reverse share split proposed for resolution by the Annual General Meeting in accordance with the Board of Directors’ proposal for resolution on amendments of the articles of association and reverse share split under item 19 on the proposed agenda, shall be changed from approximately SEK 10 to SEK 1.
On 20 November 2025, the Board of Directors resolved on a rights issue of shares which was approved by the Extraordinary General Meeting on 22 December 2025 (the “Rights Issue”). Through the Rights Issue, the company’s share capital increased by SEK 53,804,345.50 through the issue of 538,043,455 shares. The subscription price in the Rights Issue amounted to SEK 0.10 per share, which corresponded to the quota value of the share.
As a result of the Rights Issue and the subsequent directed share issue to the guarantors in the Rights Issue, the company’s share capital amounts to SEK 110,713,691, which cannot be considered appropriate in relation to the company’s operations and actual capital needs. Furthermore, the Board of Directors considers that the current level of the share capital may create unnecessary limitations on the company’s financial flexibility. The Board of Directors thus assesses that a reduction of the share capital is beneficial for both the company and the shareholders.
The proposed reduction requires an amendment to the articles of association.
In order to implement the resolution regarding reduction of the share capital for allocation to unrestricted equity, permission from the Swedish Companies Registration Office or a court of general jurisdiction is required.
The resolution is further conditional upon the Annual General Meeting resolving in accordance with the Board of Directors’ proposal for resolution on amendments of the articles of association and reverse share split under item 19 on the proposed agenda.
The Board of Directors, or the person appointed by the Board of Directors, shall be entitled to make the minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 21 – Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting and within the limits of the Articles of Association in force at the time, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to increase the company’s financial flexibility and the Board’s room for maneuver to raise capital in a time- and cost-effective manner and/or complement the shareholder base with new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders’ preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be carried out at a subscription price equal to the quota value of the share.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Other information
Majority requirements
Resolutions pursuant to items 19, 20 and 21 are valid only when supported by shareholders representing no less than two thirds of both the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes in the company
At the time of issuance of this notice, the total number of shares in the company, as well as the total number of voting rights, amounts to 1,107,136,910. The company holds no treasury shares.
Shareholders’ right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company’s or subsidiaries’ financial position and the company’s relation to other group companies.
Available documents
Accounting documents and auditor’s report, the Board of Directors’ complete proposals, the Board of Directors’ remuneration report and the auditor’s statement regarding compliance with the guidelines for remuneration to senior executives will be available from the company at Gustav III:s Boulevard 46, 5th floor, SE-169 73 Solna, no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company’s website, www.vivesto.com.
Copies of the above documents are also sent to the shareholders who so request and provide their postal address. The documents will also be presented at the Annual General Meeting.
Information on all proposed members of the Board of Directors, the Nomination Committee’s complete proposals and the Nomination Committee’s reasoned opinion regarding proposal for the Board of Directors is available on the company’s website, www.vivesto.com.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in March 2026
Vivesto AB
The Board of Directors
1 Taking into account the amendment of the limits for the number of shares in the articles of association proposed for resolution by the Annual General Meeting pursuant to the Board of Directors’ proposal for resolution on amendments of the articles of association and reverse share split under item 19 (i) on the proposed agenda.