Annual General Meeting

The Annual General Meeting (AGM) of Image Systems AB is the company’s highest decision-making body, where shareholders exercise their rights to make decisions on key corporate matters. The AGM is held annually, no later than six months after the end of the financial year. In addition, Extraordinary General Meetings (EGMs) may be convened when required.

The AGM is typically held in Linköping or Stockholm.

Annual General Meeting 2026

Invitation published 1 April

The shareholders of Image Systems AB (publ), reg. no. 556319-4041, are invited to attend the Annual General Meeting on Thursday, 7 May 2026 at 10:30 a.m. CEST at the Company’s premises at Snickaregatan 40, Linköping, Sweden.

Right to participate and notice of attendance

Shareholders wishing to attend the Annual General Meeting must:

be registered in the share register maintained by Euroclear Sweden AB on Tuesday, 28 April 2026, and
notify the Company of their intention to attend no later than Thursday, 30 April 2026.

Notice of attendance may be submitted:

By post:
Image Systems AB
Snickaregatan 40
SE-582 26 Linköping
Sweden
Please mark the envelope: “Annual General Meeting”

By e-mail:
bolagsstamma@imagesystems.se

Nominee-registered shares

Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the Annual General Meeting, register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting rights registration) so that the shareholder is entered in the share register as of Tuesday, 28 April 2026.

Such voting rights registration, which may be temporary, must be requested from the nominee well in advance and in accordance with the nominee’s procedures. Voting rights registrations completed by the nominee no later than Thursday, 30 April 2026 will be taken into account in the preparation of the share register.

Proxies

Shareholders wishing to participate through a proxy must issue a written and dated power of attorney to the proxy. If the power of attorney is issued by a legal entity, a certificate of registration or equivalent authorization document must be enclosed.

A proxy form is available on the Company’s website and will be sent free of charge to shareholders who so request and state their postal address.

Please note that submission of a power of attorney does not in itself constitute notice of attendance at the Annual General Meeting.

 
Proposed agenda

1. Opening of the meeting
2. Election of Chair of the 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
6. Determination of whether the meeting has been duly convened
   Presentation of the annual report and auditor’s report, and the consolidated financial statements and auditor’s report for the group
7. Resolution on adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
8. Resolution on appropriation of the Company’s profit or loss in accordance with the adopted balance sheet
9. Resolution on discharge from liability of the members of the Board of Directors and the CEO
10. Determination of the number of Board members and auditors
    Determination of fees payable to the Board of Directors and the auditor
11. Election of Board members and auditor
12. Election of Chair of the Board of Directors
13. Presentation of the Board of Directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act for approval
14. Resolution regarding implementation of a warrant-based incentive programme
15. Resolution regarding authorization for the Board of Directors to issue shares, warrants and/or convertibles
16. Closing of the meeting

Main proposals

Item 1 - Election of Chair of the meeting
The Nomination Committee proposes that Anders Fransson be elected Chair of the Annual General Meeting.

Item 11 - Number of Board members and auditors
The Nomination Committee proposes that the Board of Directors shall consist of five ordinary members with no deputy members and that one auditor with no deputy auditor shall be appointed.

Item 12 - Fees payable to the Board of Directors and the auditor
The Nomination Committee proposes that Board fees shall be paid in the following amounts:

SEK 240,000 to the Chair of the Board
SEK 160,000 to each of the other Board members
an additional SEK 75,000 to the Chair of the Audit Committee
The auditor’s fee is proposed to be paid in accordance with approved invoice.

Item 13 - Election of Board members and auditor
The Nomination Committee proposes the re-election of Anders Fransson, Jörgen Hermansson, Catharina Lagerstam, Jan Molin and Matilda Wernhoff as Board members for the period until the end of the next Annual General Meeting.

Further information on the proposed Board members is available on the Company’s website.

In accordance with the recommendation of the Audit Committee, the Nomination Committee proposes the re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next Annual General Meeting. Öhrlings PricewaterhouseCoopers AB has announced its intention to appoint Andreas Skogh as auditor in charge.

Item 14 - Election of Chair of the Board of Directors
The Nomination Committee further proposes that Anders Fransson be re-elected Chair of the Board of Directors.

Item 16 - Warrant-based incentive programme 2026/2029
The Board of Directors proposes that the Annual General Meeting resolves to implement a warrant-based incentive programme 2026/2029 for senior executives and other key employees in the Group.

The purpose of the programme is to promote long-term commitment, align the participants’ interests with those of the shareholders, support recruitment and retention of key employees, and contribute to long-term value creation.

The programme is proposed to comprise a maximum of 1,800,000 warrants. Each warrant shall entitle the holder to subscribe for one new share in the Company at a subscription price corresponding to 200 per cent of the volume-weighted average price paid for the Company’s share on Nasdaq Stockholm during the period from 22 April 2026 up to and including 6 May 2026.

The programme is proposed to cover approximately 11 persons in total, divided among the CEO, business area managers and other senior executives/key employees.

Under the assumption that all warrants are exercised, the programme would result in a dilution of approximately 1.98 per cent of the total number of shares and votes in the Company.

A complete proposal, including terms and conditions, allocation principles, valuation, dilution effects and other information, is available in the AGM documentation.

Item 17 - Authorization for the Board of Directors to issue shares, warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorizes the Board, on one or several occasions during the period until the next Annual General Meeting, to resolve on issues of shares, warrants and/or convertibles, with or without deviation from the shareholders’ preferential rights.

Any such issue may result in the issuance of, conversion into, or subscription for a number of shares corresponding to no more than 10 per cent of the number of shares in the Company at the time of the authorization resolution.

The purpose of the authorization is to enable the Company, where appropriate, to strengthen its financial position and to facilitate acquisitions of companies or businesses.

Shares and votes

At the time of issuance of the notice, the total number of shares and votes in the Company amounts to 89,207,818. The Company holds no treasury shares.

Majority requirements

A valid resolution under item 16 requires support from shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

A valid resolution under item 17 requires support from shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.

Shareholders’ right to information

The Board of Directors and the CEO shall, if requested by any shareholder and if the Board considers that this can be done without material harm to the Company, provide information at the Annual General Meeting regarding circumstances that may affect the assessment of an item on the agenda, the Company’s financial situation, and the Company’s relationship with other group companies.

AGM documents

The following documents will be available at the Company and on the Company’s website no later than three weeks before the Annual General Meeting:

• the annual report and auditor’s report
• the Board of Directors’ proposed appropriation of earnings
• the Board of Directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act
• the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act
• the Board of Directors’ complete proposals under items 16 and 17
• the Nomination Committee’s reasoned statement

These documents will be sent by post, free of charge, to shareholders who request them and state their postal address.

The share register for the meeting will also be available at the Company.

Processing of personal data

For information on how personal data is processed in connection with the Annual General Meeting, please refer to Euroclear Sweden AB’s privacy notice regarding general meetings.

Power of attorney form (in Swedish)

Power of attorney form / Fullmaktsformulär