29 June 2026 22:05

The shareholders of Cell Impact AB (publ), reg. no. 556576-6655, are hereby invited to participate in the Extraordinary General Meeting to be held on Friday 31 July 2026 at 10.30 hours (CET) at the premises of Wåhlin Advokater AB, Nybrogatan 39 in Stockholm, Sweden. Registration starts at 10.00 hours (CET).

Registration and notification
A shareholder who wishes to participate in the Extraordinary General Meeting in person or by proxy: 

- must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB regarding the circumstances on 23 July 2026, 

- must no later than 27 July 2026 notify the company of its participation by post: Cell Impact AB (publ), c/o Wåhlin Advokater, Nybrogatan 39, 114 39 Stockholm, Sweden or via e-mail: bolagsstamma@wahlinlaw.se. In the notification, the shareholder must state its name, personal identity number or corporate identity number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants).

If a shareholder is represented by proxy, a written and dated proxy for the representative must be issued. The proxy, together with a registration certificate or corresponding authorization documents for shareholders who are legal entities, should be sent to the company at the above address before the meeting. A proxy form is available on the company’s website www.cellimpact.com.

Nominee registered shares
To be entitled to participate in the meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 23 July 2026. Such registration may be temporary (so-called voting right registration) and is requested by the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee no later than 27 July 2026 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the meeting
2. Election of the Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of whether the meeting has been duly convened
7. Decision on amendments to the Articles of Association
8. Decision on reduction of the share capital
9. Decision on amendments to the Articles of Association
10. Decision to approve the Board of Directors’ resolution on a rights issue of units
11. Decision on authorizing the Board of Directors to decide upon issues of shares and warrants
12. Closing of the meeting

Proposals

Section 2, election of the Chairman of the meeting
The Board of Directors proposes that lawyer Anna Klevbo is elected as chairman of the Extraordinary General Meeting. 

Section 7, decision on amendments to the Articles of Association
In order to enable future decisions on the agenda, the Board of Directors proposes that the meeting resolves to amend the Articles of Association as follows.

The CEO, or the person appointed by the Board of Directors, shall be authorized to make such minor amendments to the meeting’s resolutions as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB or for other administrative reasons.

The resolution is conditional on the meeting resolving in accordance with the Board of Directors' proposals under sections 8-11 on the agenda.

Section 8, decision on reduction of the share capital
The Board of Directors proposes that the meeting resolves to reduce the share capital as follows.

1. Reduction of share capital shall be made for allocation to unrestricted equity.
    
2. The share capital amounts to SEK 60,903,147.02 at the time of the Board of Directors’ proposal. The share capital shall be reduced by SEK 36,541,888.32. The share capital shall thus be reduced by such an amount that the quota value of the company’s shares amounts to SEK 0.05.
    
3. The reduction will be made without cancellation of shares, which means that the quota value of the shares will be reduced from SEK 0.125 to SEK 0.05.
    
4. The resolution requires amendment to the Articles of Association.
    
5. The CEO, or the person appointed by the Board of Directors, shall be authorized to make such minor amendments to the meeting’s resolution as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB or for other administrative reasons
    
6. The resolution is conditional on the meeting resolving in accordance with the Board of Directors’ proposals under sections 7 and 9-11 on the agenda

Section 9, decision on amendments to the Articles of Association
In order to enable future decisions on the agenda, the Board of Directors proposes that the meeting resolves to amend the Articles of Association as follows.

* Wording after the decision under section 7 of the agenda.

The CEO, or the person appointed by the Board of Directors, shall be authorized to make such minor amendments to the meeting’s resolution as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB or for other administrative reasons.

The resolution is conditional on the meeting resolving in accordance with the Board of Directors’ proposals under sections 7-8 and 10-11 on the agenda.

Section 10, Decision to approve the Board of Directors’ resolution on a rights issue of units
The Board of Directors proposes that the meeting resolves to approve the Board of Directors’ resolution of 29 June 2026 on a rights issue of units with the following terms. 

1. A maximum of 162,408,391 units shall be issued. Each unit consists of six (6) shares, two (2) warrants of series TO3 and two (2) warrants of series TO4. In total, the issue comprises a maximum of 974,450,346 shares, entailing an increase of the share capital by a maximum of SEK 48,722,517.3. Furthermore, the issue comprises a maximum of 324,816,782 warrants of series TO3, which upon full exercise entail an increase of the share capital by a maximum of SEK 16,240,839.10, and a maximum of 324,816,782 warrants of series TO4, which upon full exercise entail an increase of the share capital by a maximum of SEK 16,240,839.10. 
    
2. The subscription price per unit amounts to SEK 0.33, resulting in a subscription price of SEK 0.055 per share. The part of the subscription price that exceeds the quota value shall be allocated to the unrestricted share premium reserve. Any part of the subscription price that, upon subscription of shares by exercise of the warrants, exceeds the quota value shall be allocated to the unrestricted share premium reserve. The warrants are issued without consideration.
    
3. Subscription of units with preferential rights shall be made with the support of unit rights. The right to receive unit rights shall vest in those who, on the record date for the rights issue, are registered as shareholders in the share register maintained by Euroclear Sweden AB and shall thereupon be allocated unit rights in proportion to their shareholding as of the record date.
    
4. The record date for the rights issue is 4 August 2026.
    
5. Each existing share entitles the holder to one (1) unit right and three (3) unit rights entitle the holder to subscribe for one (1) unit.
    
6. If not all units are subscribed for with the support of unit rights, the remaining units shall be allotted within the maximum amount of the rights issue:
   
   (i) first, to those who have also subscribed for units with the support of unit rights, pro rata in relation to the number of unit rights each person has exercised for subscription,
   
   (ii) second, to others who have notified their interest in subscribing for units without unit rights, pro rata in relation to their notified interest, and
   
   (iii) third, to those who have provided guarantee commitments in the rights issue, pro rata in relation to the commitments made.
   
   To the extent allotment according to the above cannot be made on a pro rata basis, allotment shall be made by drawing lots.
    
7. Subscription of units with the support of unit rights shall be made by cash payment during the period from and including 6 August 2026 up to and including 20 August 2026.
   
   Subscription of units without unit rights shall be made on a separate subscription list during the same period as subscription with the support of unit rights. Payment for allotted units subscribed for without unit rights shall be made in cash within three (3) banking days of the subscriber being notified of the allotment.
   
   The Board of Directors shall be entitled to extend the subscription and payment periods.
   
   Subscription may only be made for units and thus not for shares or warrants separately. Allotment may only be made of units. Following completion of the rights issue, however, the shares and warrants shall be separated.
    
8. The new shares issued through the issue carry the right to dividends for the first time on the record date for dividends that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and entered in the company's share register with Euroclear Sweden AB.
    
9. The following terms apply to the warrants of series TO3 included in the issue:
   
   (i) Each warrant entitles the holder to subscribe for one (1) share in the company. The subscription price per share amounts to seventy (70) per cent of the volume-weighted average price of the company's share during the period from and including 26 October 2026 up to and including 6 November 2026, however not less than the quota value of the share and not more than SEK 0.07.
   
   (ii) Subscription of shares in the company through exercise of the warrants shall take place during the period from and including 9 November 2026 up to and including 20 November 2026.
   
   (iii) Shares subscribed for through exercise of the warrants carry the right to dividends for the first time on the record date for dividends that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and entered in the company's share register with Euroclear Sweden AB.
   
   Further terms and conditions for the warrants of series TO3 are set out in ”Cell Impact AB (publ) terms and conditions for warrants series TO3”.
    
10. The following terms apply to the warrants of series TO4 included in the issue:
    
    (i) Each warrant entitles the holder to subscribe for one (1) share in the company. The subscription price per share amounts to seventy (70) per cent of the volume-weighted average price of the company’s share during the period from and including 15 February 2027 up to and including 26 February 2027, however not less than the quota value of the share and not more than SEK 0.08.
    
    (ii) Subscription of shares in the company through exercise of the warrants shall take place during the period from and including 1 March 2027 up to and including 12 March 2027.
    
    (iii) Shares subscribed for through exercise of the warrants carry the right to dividends for the first time on the record date for dividends that occurs immediately after the shares have been registered with the Swedish Companies Registration Office and entered in the company's share register with Euroclear Sweden AB.
    
    Further terms and conditions for the warrants of series TO4 are set out in ”Cell Impact AB (publ) terms and conditions for warrants series TO4”.
     
11.  The issue resolution requires amendment to the Articles of Association.
     
12. The CEO, or the person appointed by the Board of Directors, shall be authorized to make such minor amendments to the meeting's resolutions as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB or for other administrative reasons.
     
13.  The resolution is conditional on the meeting resolving in accordance with the Board of Directors' proposals under items 7–9 and 11 on the agenda.

Section 11, decision on authorizing the Board of Directors to decide upon issues of shares and warrants
The Board of Directors proposes that the meeting resolves to authorize the Board of Directors to decide upon issues of shares and warrants as follows. 
 

1. The Board of Directors shall be authorized to decide upon issues of shares and warrants until the next Annual General Meeting and within the limits of the Articles of Association, on one or more occasions, with deviation from the shareholders’ preferential rights, whereupon shares may be issued to the guarantors in the rights issue under section 10 on the agenda who elect to receive guarantee compensation in the form of shares and warrants, and warrants may be issued to the provider of the bridge loan taken up by the company at the end of 2025.
    
2. The CEO, or the person appointed by the Board of Directors, shall be authorized to make such minor amendments to the meeting’s resolution as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB or for other administrative reasons.
    
3. The resolution is conditional on the meeting resolving in accordance with the Board of Directors’ proposals under sections 7-10 on the agenda.
    
4. Information on the guarantors’ right to receive guarantee compensation in the form of shares and warrants is set out in the Company’s press release dated 29 June 2026 and the bridge loan provider’s right to receive warrants is set out in the Company’s press release dated 22 December 2025.

Special majority requirements
A decision in accordance with sections 7, 8, 9 and 11 on the agenda requires that it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

Available documents and other information
Complete proposals for resolutions and related documents in accordance with the Swedish Companies Act will be available at the company’s office at Källmossvägen 7 A, 691 52 Karlskoga, Sweden, and on the company’s website www.cellimpact.com no later than two weeks prior to the meeting and will be sent by post to shareholders who so request and state their postal address.

Shareholders in the company are entitled to information at the meeting about circumstances that may affect the assessment of an item on the agenda in accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act.

At the time of the notice, the total number of shares and votes in the company amounts to 487,225,174.

Processing of personal data
For information on how your personal data is processed in connection with the meeting, see the integrity policy that is available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

This is an unofficial translation of the original Swedish notice to the Extraordinary General Meeting. In the event of any discrepancy between the versions, the Swedish version shall prevail.

June 2026
Cell Impact AB (publ)
The Board of Directors

For more information, please contact:
Daniel Vallin
CEO and IR contact, Cell Impact AB
+46 730-68 66 20 or daniel.vallin@cellimpact.com

About Cell Impact
Cell Impact AB (publ) is a global supplier of advanced flow plates to fuel cell and electrolyzer manufacturers. The company has developed and patented a unique method for high velocity forming, Cell Impact Forming™ which is significantly more scalable and cost-efficient compared to conventional forming methods. Cell Impact Forming is an environmentally friendly forming technology that consumes no water and very little electrical power. The Cell Impact share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company’s Certified Advisor (CA).