Notice of extraordinary general meeting of Caybon Holding AB

The shareholders of Caybon Holding AB, reg.no. 559049-5056 (the "Company"), are hereby given notice to attend the extraordinary general meeting on Thursday, 20 February 2025 at 10.00 a.m. at Caybon Holding AB's premises on Birger Jarlsgatan 43, SE-111 45 in Stockholm. Registration for the meeting commences 30 minutes before the opening of the meeting.

Right to participate

Shareholders who wish to participate at the extraordinary general meeting shall:

• be entered in the share register maintained by Euroclear Sweden AB on the record date which is on Wednesday, 12 February 2025; and
• have notified the Company of their attendance no later than on Friday, 14 February 2025. Notification can be made by writing to Caybon Holding AB, Att. Daniel Grufman, Birger Jarlsgatan 43, SE-111 45 Stockholm or by e-mail to [email protected]. Upon notification, shareholders must include their name, personal ID number or company registration number, address, telephone number, and any advisors. Shareholders represented by proxy should submit proxy forms well in advance of the meeting.

Nominee registered shares

In order to be entitled to participate in the extraordinary general meeting, shareholders whose shares are registered in the name of a nominee through a bank or other nominee must re-register their shares in their own names. Such voting registration, which may be temporary, must be duly effectuated no later than four banking days before the meeting, i.e., on Friday, 14 February 2025, to be considered in the preparations of the share register. Shareholders should inform their nominees well in advance of this date.

Proxies, etc.

Shareholders who are represented by proxy must issue a proxy form for their proxy. If the proxy form has been issued by a legal entity, an attested copy of the certificate of registration of the legal entity evidencing its authority to issue the proxy form must be attached to the form. The original proxy form and the certificate of registration, where applicable, should be sent to the Company well in advance of the meeting to the address stated above. For shareholders who wish to attend the meeting by proxy a proxy form will be made available on the Company's website www.caybon.com at the latest two weeks prior to the meeting.

Proposed agenda

1. Opening of the meeting and election of the chairman of the general meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Resolution on obtainment of financing.
7. Closing of the general meeting.

Proposals for resolution

Item 1 - Election of chairman of the general meeting

The board of directors proposes Eola Runsten to be elected as chairman of the extraordinary general meeting or, in the event she is prevented from participating, the person appointed by the board of directors.

Item 6 - Resolution on obtainment of financing

On 3 February 2025, it was announced that the Company had initiated parallel written procedures under the terms and conditions of the senior secured floating rate bonds with a total outstanding amount of SEK 145,000,000 with maturity in 2027 (ISIN SE0017084478) (the "Senior Bonds") and the terms and conditions of the super senior secured floating rate bonds with a total outstanding amount of SEK 130,000,000 with maturity in 2027 (ISIN SE0021923562) (the "Super Senior Bonds", together with the Senior Bonds, the "Bonds", and a holder of Bonds, a "Bondholder"), through which an issue of a new super senior bond loan in the amount of up to SEK 175,000,000 with maturity in 2028 (the "New Super Senior Bonds") and amendments to the terms and conditions of the Bonds are proposed in order to enable the issue of the New Super Senior Bonds, extend the Bonds' respective maturity dates, amend the interest rate for the Senior Bonds and allow the New Super Senior Bonds to rank above the Bonds. A committee of Bondholders representing 62.6 percent of the adjusted nominal amount of the Senior Bonds and 86.2 percent of the adjusted nominal amount of the Super Senior Bonds have undertaken to vote in favor of the amendments to the terms and conditions of the Bonds in the written procedures as well as subscribe for the New Super Senior Bonds corresponding to their respective pro rata share of their holding in the Bonds. The board of directors intend to issue the New Super Senior Bonds provided that the proposed amendments to the terms and conditions of the Bonds are formally approved through the written procedures. The New Super Senior Bonds will be paid in part with cash and in part by way of certain amount of Bonds being rolled over from the Bonds to the New Super Senior Bonds. The proposed principle terms for the New Super Senior Bonds are described below:

• The nominal amount will be a maximum of SEK 175,000,000 (not including the increase of the total nominal amount as a result of payment of accrued interest and capitalized interest under the Bonds which are converted into New Super Senior Bonds).
• Bondholders will be entitled to transfer holdings of up to SEK 125,000,000 from the Bonds to the New Super Senior Bonds.
• A nominal amount totaling SEK 50,000,000 shall be issued against cash payment. The amount does not include the Original Issue Discount (the "OID"), meaning that the Company is expected to receive up to approximately SEK 40,000,000 in cash through the issue.
• Fixed interest rate of either 10 percent cash interest per annum or 15 percent PIK interest per annum, at the discretion of the Company.

The board of directors proposes, in accordance with the shareholders' agreement dated 16 May 2024 entered into between the shareholders of the Company, that the general meeting resolves to approve the board of directors' proposal to issue the New Super Senior Bonds on the principal terms and conditions set out in this notice.

Shareholders' right to receive information

Upon request by any shareholder and where the board of directors deems it possible without causing significant harm to the Company, the board of directors and the CEO shall, in connection with the general meeting, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company's relationship to other group companies.

Processing of personal data

For information on how your personal data is processed in connection with the general meeting, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

The notice to the general meeting and related documentation is prepared in Swedish and English. In the event of any discrepancy in the content between the two language versions, the Swedish version shall prevail.

_____________________________

Stockholm, 3 February 2025

Caybon Holding AB

The board of directors