REG

NOTICE TO ANNUAL GENERAL MEETING IN MTI INVESTMENT AB (PUBL)

The shareholders of MTI Investment AB (publ), reg. no 559487-1245 (the "Company"), are hereby summoned to the annual general meeting on Thursday 4 June 2026 at 10.00 a.m. at Qap Legal Advisors' premises at Norrlandsgatan 7 in Stockholm.

Right to attend and notification

Shareholders who wish to attend the annual general meeting must:

  • be entered in the share register maintained by Euroclear Sweden AB no later than Wednesday 27 May 2026,
  • notify the Company of their participation no later than Friday 29 May 2026.

Notice shall be made in writing via e-mail to [email protected] or by regular mail to Qap Legal Advisors AB, att: "AGM MTI Investment", Box 5325, 102 47 Stockholm, Sweden. The notification shall include name, personal identity number or corporate registration number, shareholding, address, telephone number and, when applicable, information about representatives, proxies, and assistants (no more than 2). When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended to the notification.

Nominee shares

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the annual general meeting, have their shares registered in their own name in the share register maintained by Euroclear Sweden AB, and such re-registration must be completed no later than on the record date of Wednesday 27 May 2026. Such registration may be temporary (so-called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations made by the nominee no later than Friday 29 May 2026 will be taken into account in the preparation of the share register.

Proxy etc.

If a shareholder is to be represented by a proxy, the proxy must present a written, dated, and by the shareholder signed power of attorney to the general meeting. The power of attorney may not be older than one (1) year from the date of issuance. If the power of attorney is issued by a legal entity, the proxy must also bring a certificate of registration or equivalent authorization document for the legal entity. A proxy form will be available on the Company's website, www.mti-investment.com/investor-relations/, no later than three (3) weeks before the general meeting.

No. of shares and votes

The total number of shares and votes in the Company as of the date of this notice amounts to 16,666,614. The Company holds no own shares.

Proposed agenda:

  1. Opening of the meeting and election of a chairman of the meeting;
  2. Preparation and approval of the voting register;
  3. Approval of the agenda;
  4. Election of one or two persons to attest the minutes;
  5. Determination of whether the meeting has been duly convened;
  6. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements;
  7. Resolutions regarding
  8. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
  9. dispositions in respect of the Company's profit or loss pursuant to the adopted balance sheet,
  10. discharge from liability for the members of the Board of Directors and the Managing Director,
  11. Determination of fees for the Board of Directors and the auditors;
  12. Election of members of the Board of Directors and auditing firm;
  13. Resolution authorizing the Board of Directors to issue shares, convertibles and/or warrants;
  14. Closing of the meeting.

Proposed resolutions:

Item 1 - Election of chairman of the meeting

A shareholder group (the "Shareholder Group") proposes that Dennis Lundquist from Qap Legal Advisors be appointed as the chairman of the meeting or, in his absence, the person designated by the Shareholder Group.

Item 7b - Allocation of the profit or loss of the Company in accordance with the adopted balance sheet

The Board of Directors proposes that no dividend be paid for the financial year 2025, and that the Company's result be allocated in accordance with the Board of Directors' proposal in the annual report.

Item 8 - Determination of fees for the Board of Directors and the auditors

The Shareholder Group proposes that remuneration to the Board of Directors be paid in the form of annual fees, payable in arrears, with payment to be made in May 2027. The proposed fees are as follows:

  • Chairman of the Board: SEK 75,000
  • Board Member: SEK 25,000

The Shareholder Group further proposes that fees to the auditor shall be paid according to an invoice approved by the Board of Directors.

Item 9 - Election of members of the Board of Directors and auditing firm

The Shareholder Group proposes that the Board of Directors shall, for the period until the end of the next annual general meeting, consist of five (5) directors without deputies.

The Shareholder Group proposes (i) re-election of the current directors Trond Randøy, Martin Rex Empacher, and Martin Ackermann, (ii) election of Fatiha Hessner Thiam and Magdalena Johansson as new directors, and (iii) re-election of Martin Ackermann as the Chairman of the Board of Directors, all for the period until the end of the next annual general meeting. The current directors Bengt Svelander and Christer Käck have declined re-election and will therefore step down from the Board of Directors at the end of the current term.

Information about the directors proposed for new election

Fatiha Hessner Thiam

Fatiha Hessner Thiam is a seasoned executive with over 20 years of experience in global businesses across a broad range of industries, including Big Four consulting firms and major international conglomerates. She is currently a General Partner in Thea Capital, a VC fund in formation focusing on women's health, wealth and longevity in the US and Northern Europe.

Fatiha Thiam brings a strong track record of leadership, strategic insight, and operational excellence, and has further strengthened her executive capabilities through completion of the 36th Session of the Program for Leadership Development (PLD 36, eMBA 2022-2024) at Harvard Business School.

Fatiha Hessner Thiam holds neither shares nor warrants in the Company. Fatiha Hessner Thiam is independent in relation to the Company and its management as well as in relation to the Company's major shareholders.

Magdalena Johansson

Magdalena Johansson is a strategic finance leader and experienced board executive with a strong track record of driving growth, innovation, and sound governance across both private and public companies. She is recognized for her values-driven leadership style, deep commitment to ESG matters, and broad experience spanning entrepreneurship, listed companies, and initiatives with societal impact.

Magdalena Johansson holds a degree in Business Administration from Lund University and an MBA from Regent Business School in Johannesburg, South Africa. She currently serves as a board member of Länsförsäkringar Halland.

Magdalena Johansson holds neither shares nor warrants in the Company. Magdalena Johansson is independent in relation to the Company and its management as well as in relation to the Company's major shareholders.

Information about the members of the Board of Directors proposed for re-election is available on the Company's website, www.mti-investment.com/who-we-are/.

The Shareholder Group further proposes re-election of the registered auditing firm Ernst & Young AB as the Company's auditor for the period until the end of the next annual general meeting. Ernst & Young AB has informed that the authorized auditor Stefan Svensson will continue as the principal responsible auditor in the event that Ernst & Young AB is re-elected as the Company's auditor.

Item 10 - Resolution authorizing the Board of Directors to issue shares, convertibles and/or warrants

The Board of Directors proposes that the annual general meeting resolves to authorize the Company's Board of Directors to, on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve to increase the Company's share capital by issuing new shares, convertibles and/or warrants. Payment may be made in cash, in kind, by set-off or otherwise with conditions. With the support of the authorization, the Company's share capital and number of shares may not be increased by more than an amount or number that falls within the limits of the articles of association from time to time. The purpose of the authorization and the reason for any deviation from the shareholders' preferential rights is that new issues shall be able to take place to meet the Company's capital needs and secure the Company's continued operations and development. In the event of a deviation from the shareholders' preferential right, the new issue shall be made on market terms, however, with the possibility of granting a market-based discount. The authorization shall be valid until the next annual general meeting of the Company.

The Board of Directors, or a person appointed by the Board of Directors shall be authorized to make any adjustments required to register the resolution with the Swedish Companies Registration Office and, if applicable, with Euroclear Sweden AB.

For a valid resolution in accordance with this proposal, the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting is required.

Information at the general meeting

Shareholders present at the general meeting have the right to request information on circumstances that could impact on the evaluation of an item on the agenda in accordance with Chapter 7 section 32 of the Swedish Companies Act (2005:551).

Availability of documents and complete proposals

The annual report and the auditor's report will be made available at the Company's office no later than three (3) weeks prior to the general meeting and be sent to shareholders who so request and inform the Company of their mailing address.

Complete proposals for resolutions, to the extent they do not already appear from the notice, and any other documents in accordance with the Swedish Companies Act (2005:551) will be made available at the Company's office no later than two (2) weeks prior to the general meeting and sent to shareholders who request it and provide the Company with their postal address.

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf (in Swedish).

____________________

Johanneshov in May 2026

MTI Investment AB (publ)

The Board of Directors


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Kurs 0,615 SEK (2026-05-04)
Förändring −29,31% (2025-05-02)
Marknad First North Kortnamn MTI ISIN-kod SE0017105539