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NOTICE OF EXTRAORDINARY GENERAL MEETING IN EDYOUTEC AB

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The shareholders of edyoutec AB (publ), org.nr 559015-1360 ("edyoutec" or the "Company"), are hereby summoned to the Extraordinary General Meeting to be held on Friday 15 December 2023 at 14:00 at Advokatfirman Nerpin's office, Birger Jarlsgatan 2, 3rd floor in Stockholm.

  1. Right to participate and notification

Shareholders who wish to participate in the Extra General Meeting must be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear") as of Thursday, December 7, 2023, and must notify the company of their intention to participate no later than Friday, December 8, 2023. Notification may be made in writing by post to edyoutec AB, Sylveniusgatan 2, 754 50 Uppsala or by e-mail ir@edyoutec.com. The notification should include the following information: name, personal identification number or corporate registration number, address and telephone number, as well as the number of accompanying assistants, if any (but not more than two).

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, temporarily re-register the shares in their own name in the share register maintained by Euroclear (so-called voting rights registration). Voting rights registrations completed no later than the second banking day after the record date on 7 December 2023 will be taken into account in the preparation of the Extra General Meeting's share register. Shareholders must, in accordance with the respective nominee's routines, request that the nominee carries out such voting rights registration well in advance of such voting rights.

If a shareholder is to be represented by proxy, the proxy must have a written, dated and signed power of attorney. The power of attorney and other authorization documents, such as certificates of registration, must be available at the meeting. However, power of attorney and other authorization documents should also be attached to the notification of attendance at the meeting. A proxy form can be downloaded from the company's website, www.edyoutec.com.

  1. Shareholders' right to information

The Board of Directors and the CEO 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 regarding circumstances that may affect the assessment of an item on the agenda.

C. Matters at the meeting

Proposed agenda

  1. Opening of the meeting
  2. Election of Chairman of the Extra 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.
  6. Determination of whether the meeting has been duly convened.
  7. Resolution on new issue of shares
  8. Closing of the meeting

D. Proposed resolutions

Item 7 – Resolution on new issue of shares

The Board of Directors proposes that the Annual General Meeting resolves on a directed share issue on the following terms and conditions.

  1. The Company's share capital shall be increased by not more than SEK 434,285.60 through a new issue of not more than 542,857 new shares.
  2. The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, be granted to the Chairman of the Board Erik Nerpin (476,190 shares) and the Board member Christopher Lagerqvist Nerpin (66,667 shares).
  3. The subscription price shall be SEK 1.05 per share.
  4. The share premium shall be added to the unrestricted share premium reserve.
  5. Subscription of new shares shall be made on a separate subscription list no later than 20 December 2023.
  6. Subscribed shares shall be paid in cash no later than 20 December 2023. Payment may also be made by set-off if the conditions under Chapter 13, Section 41 of the Swedish Companies Act are met.
  7. The new shares shall entitle to dividends for the first time on the record date for dividends that occurs after the new share issue has been registered with the Swedish Companies Registration Office.

Further information about the rights issue can be found in the company's press release on 27 November 2023, where the reasons for the deviation from the shareholders' preferential rights and the Board of Directors' assessment that the subscription price is in accordance with market conditions are also presented.

E. Other information

Number of shares and votes

At the time of issue of this notice, the total number of shares and votes in the company amounts to 32,897,109. In addition, registration of 400 shares subscribed for with exercise of warrants (see the company's press release on 15 November 2023) and a new issue of a maximum of 3,838,095 shares (see the company's press release on 27 November 2023) are ongoing. The company does not hold any own shares.

Majority Requirement

A resolution in accordance with item 7 on the agenda requires that it is supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting. Decisions on other items on the agenda are made by simple majority.

Available documents

The Board of Directors' complete proposal pursuant to item 7, as well as other documents that shall be made available in accordance with the Swedish Companies Act, will be available at the company's office (address Sylveniusgatan 2, 754 50 Uppsala) two weeks prior to the meeting. The documents can be ordered by e-mail to ir@edyoutec.com.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

EDYOUTEC AB (publ)

Stockholm, November 2023
Board of Directors

 

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