The shareholders of Realfiction Holding AB, Reg. No. 559110-4616, are invited to attend the extra general meeting to be held on Wednesday 23 September 2026 at 12 noon. at the premises of Forvis Mazars AB, Terminalgatan 1, Helsingborg.
Right to participate and notification
Shareholders wishing to participate in the extra general meeting must:
• partly be listed in the Company’s share register kept by Euroclear Sweden AB as of Tuesday 15 September 2026; and
• partly have notified their participation no later than on Thursday 17 September 2026 by post to Realfiction Holding AB, c/o Fineasity AB, Nedre Långvinkelsgatan 53, SE-252 34 Helsingborg, Sweden, or by e-mail to investor@realfiction.com. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Trustee-registered shares
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the extra general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Thursday 17 September 2026. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
Proxy etc.
If the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the Company’s website (www.realfiction.com) and will be sent to shareholders who request it and state their address.
Proposed agenda
0. Opening of the meeting.
1. 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 was duly convened.
6. Resolution on (A) option program for the board of directors in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants.
7. Resolution on (A) option program for members of senior management in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants.
8. Resolution to amend the resolution on Board remuneration adopted by the 2026 Annual General Meeting.
9. Closing of the meeting.
Proposed resolutions
Item 6: Resolution on (A) option program for the board of directors in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants
The shareholder Paltoft Holding ApS (the “Proposer”) proposes that the extra general meeting resolves to adopt an option program for the board of directors (the “Subsidiary Board Option Program 2026”) in the Company’s wholly owned subsidiary Realfiction Lab ApS (the “Lab Subsidiary”). The board of directors in the Lab Subsidiary (the “Board of Directors”) are identical to board of directors in the Company.
The Proposer notes that the Board of Directors performs significant services for the Company's Danish subsidiary, Realfiction Lab ApS, in connection with the development, commercialization and strategic execution of the Lab Subsidiary's technology and business. The Proposer considers that an equity-based remuneration structure is the most appropriate remuneration model for these services, as it aligns the Board of Directors interests with those of the Company's shareholders by linking his remuneration directly to the long-term value development of the Company. The Proposer further considers that the proposed Subsidiary Board Option Program 2026 will strengthen the Board of Directors long-term commitment to the Company and the Lab Subsidiary, promote sustainable value creation and be beneficial to both the Company and its shareholders. Furthermore, the proposed option program forms part of the Company's overall remuneration structure and, together with the proposal under Item 10 of the agenda, is intended to reduce the Company's cash outflows and thereby contribute to preserving the Company's cash resources and extending its cash runway. The details of the proposed Subsidiary Board Option Program 2026 are set out under Section A below.
To implement the Subsidiary Board Option Program 2026, the Proposer proposes that the extra general meeting resolves (A) option program for the board of directors in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants.
A. Proposal on option program for the Board of Directors
The Proposer proposes that the extra general meeting resolves to adopt the Subsidiary Board Option Program 2026 in accordance with the following substantial guidelines:
1. The Subsidiary Board Option Program 2026 shall comprise a maximum of 40,000,000 options.
The number of options to be allotted under the proposed option programmes will be determined on the basis of the fair value of the options calculated in accordance with the Black-Scholes valuation model at the time of allotment. The intention is that the aggregate Black-Scholes fair value of the options allotted to the participants shall correspond to approximately SEK 2.4 million, representing the aggregate amount of future cash remuneration being replaced by equity-based remuneration over a 24-month period.
The number of options to be allotted will therefore depend on the Black-Scholes value per option at the time of allotment. As the Company's share price is currently at a relatively low level, the fair value per option may also be relatively low, which may result in a comparatively large number of options being required for the aggregate fair value of the options to correspond to the cash remuneration being replaced.
Since the final Black-Scholes value cannot be determined at the time of the notice of the Extraordinary General Meeting, inter alia because the future share price, exercise price and other relevant valuation parameters are not yet known, the proposals provide for an aggregate maximum of 40,000,000 warrants, each entitling the holder to subscribe for one new share in the Company.
The maximum number of warrants constitutes an upper limit only and does not represent an intended allotment. The actual number of options allotted will be limited to the number required for their aggregate Black-Scholes fair value at the time of allotment to correspond to the relevant amount of future cash remuneration being replaced, subject always to the maximum number of warrants approved by the Extraordinary General Meeting.
2. Each option entitle the holders a right to acquire one new share in the Company against cash consideration at a subscription price amounting to the higher of: a) the subscription price in the Company's upcoming Rights Issue, which is intended to be resolved upon by the Board on October 1, 2026. Such subscription price is intended to correspond to a TERP (Theoretical Ex-Rights Price) discount of approximately 35 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 3 September 2026 up to and including 30 September 2026, however not lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including 13 October 2026 up to and including 27 October 2026. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The subscription price and the number of shares that each option entitles right to may be subject to re-calculation in the event of a bonus issue, split, rights issue etc., wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied.
3. Allotment shall take place no later than 29 November 2026.
4. The allotted options will vest with 1/24 each month after the allotment date. If the number of allotted options is not evenly divisible with 1/24, the number of vested options shall be rounded downwards and any excess options shall be considered vested on the last vesting date. Vesting is conditional upon that the participant still holds the position as Board of Directors in the Lab Subsidiary each date when vesting occurs.
The 24-month vesting schedule constitutes a deviation from Section III.1 of the Swedish Corporate Governance Board's Rules on Remuneration of the Board and Executive Management on Incentive Programs, which generally provides that incentive programs should have a vesting period of at least three years. The Proposer considers the deviation to be justified in the specific circumstances. The Board of Directors has already been actively engaged in the Lab Subsidiary for years and has therefore demonstrated a long-term commitment to the Company and its subsidiary over a period exceeding five years. Accordingly, the proposed program is not intended to establish a long-term relationship with a newly appointed member of Board of Directors, but rather to reinforce an already well-established long-term commitment while ensuring continued alignment with the interests of the Company's shareholders. Furthermore, the proposed option program forms part of a revised remuneration structure under which the Board of Directors will no longer receive cash remuneration for its board duties and will receive lower future cash salaries but will instead be remunerated through equity-based compensation. Unlike a traditional long-term incentive program, the proposed structure replaces cash remuneration with equity-based remuneration. Accordingly, the Board of Directors assumes a direct financial exposure to the Company's future performance from the outset, which the Proposer considers provides a strong and enduring alignment of interests with the Company's shareholders. Together with the separate proposal under Item 10 of the agenda regarding the removal of cash Board remuneration, the program is intended to reduce the Company's cash outflows, strengthen its liquidity position and extend the Company's cash runway in support of the Company's business plan. Although the vesting period is shorter than the period generally recommended under Swedish market practice, the Proposer considers that the program continues to provide a strong forward-looking incentive, as the options will vest gradually over a 24-month period and will only generate economic value if the Company's share price develops favourably over time. The Proposer therefore considers that a 24-month vesting period appropriately balances the objective of promoting long-term commitment with the commercial purpose of the remuneration structure. The Proposer also notes that the Board of Directors long-term commitment is not solely dependent on the vesting schedule, but is further reinforced by his acceptance of equity-based remuneration in lieu of cash remuneration. Furthermore, when determining the terms of the program, the Proposer has taken into account that the participant performs his services through a Danish subsidiary and has therefore sought to structure the program in a manner that is compatible with applicable Danish legal and tax requirements.
5. The options shall not constitute securities and shall not be possible to transfer or pledge. However, in the event of death, the rights to vested options shall accrue to the beneficiaries of the holder of the options.
6. The options shall be allotted without consideration.
7. The holders can exercise allotted and vested options during 30 days from the day following after the announcement of the Company’s quarterly reports. If the Company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter. The options may in no event be exercised later than 31 December 2031.
8. In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting the Company, the options will vest in their entirety and be exercisable in connection with the relevant transaction.
9. The options shall be governed by a separate agreement with the participant. The Company’s CEO shall be responsible for the preparation and management of the Subsidiary Board Option Program 2026 in accordance with the above mentioned substantial terms and guidelines.
B. Proposal to resolution on a directed issue of warrants and approval of transfer of warrants
In order to enable the Lab Subsidiary’s delivery of shares under the Subsidiary Board Option Program 2026, the Proposer proposes that the extra general meeting resolves on a directed issue of warrants and approval of transfer of warrants. The Proposer thus proposes that the extra general meeting resolves on a directed issue of a maximum of 40,000,000 warrants in accordance with the following terms and conditions:
1. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Lab Subsidiary. The reason for the deviation from the shareholders’ preferential rights is that the warrants are issued as part of the implementation of the Subsidiary Board Option Program 2026. In the light of what has been stated above, the Proposer considers that it is for the benefit of the Company and its shareholders that the Board of Directors in the Lab Subsidiary is offered to participate in the Subsidiary Board Option Program 2026.
2. Subscription shall be made no later than 29 November 2026.
3. Over subscription cannot occur.
4. The warrants shall be issued to the Lab Subsidiary at a subscription price corresponding to the fair market value of the warrants at the time of subscription, which shall be determined in accordance with the Black & Scholes valuation formula.
5. Payment for the warrants shall be made against cash consideration no later than two weeks from the time of subscription.
6. Each warrant entitles to subscription of one share in the Company at a subscription price amounting to the higher of: a) the subscription price in the Company's upcoming Rights Issue, which is intended to be resolved upon by the Board during Q4 2026. Such subscription price is intended to correspond to a TERP discount of approximately 35 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 3 September 2026 up to and including 30 September 2026, and the exercise price can in no event be lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including 13 October 2026 up to and including 27 October 2026. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The part of the subscription price exceeding the share quotient value shall be added to the free share premium reserve. The subscription price and the number of shares that each warrant entitles right to may be subject to recalculation in the event of a bonus issue, split, rights issue etc, wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied.
7. The shares issued upon exercise of a warrant shall confer right to dividends as from the first time on the record date for dividends that occurs immediately following effectuation of subscription.
8. Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2031.
9. If all 40,000,000 warrants are exercised for subscription of new shares, the share capital will increase with SEK 4,000,000.
10. The Subsidiary Board Option Program 2026 comprises the three current board members in the Company. The board members may collectively be entitled to receive a maximum of 40,000,000 options, subject to a maximum of 17,200,000 options per individual. The number of options to be offered each participant depends on the fair value of the options calculated in accordance with the Black-Scholes valuation model at the time of the offer and allotment and the amount of lower future cash salaries. The Company’s CEO shall be entitled to make such minor adjustments of the issue resolution that might be necessary in connection with registration with the Swedish Companies Registration Office.
Further, the Proposer proposes that the extra general meeting resolves to approve that the Lab Subsidiary may transfer warrants to the participant in the Subsidiary Board Option Program 2026 without consideration in connection with the exercise of options in accordance with the terms and conditions under Section A above or otherwise dispose over the warrants to secure the Company’s or the Lab Subsidiary’s commitments and costs in relation to the Subsidiary Board Option Program 2026.
Other information regarding the Subsidiary Board Option Program 2026
The Subsidiary Board Option Program 2026 will be accounted for in accordance with the Swedish Annual Accounts Act and the Swedish Accounting Standards Board’s General Advice BFNAR 2012.1 (K3) that stipulates that the options shall be expensed as costs over the vesting period and will be accounted for directly against equity. Costs from options accounted for in accordance with the Swedish Annual Accounts Act and the Swedish Accounting Standards Board’s General Advice BFNAR 2012.1 (K3) do not affect the Company’s cash flow. The Proposer has made the assessment that the Subsidiary Board Option Program 2026 will not trigger any social costs for the Company. Costs related to the Subsidiary Board Option Program 2026 will be accounted for during 2026-2028. The Proposer has calculated a theoretical value of the options using the Black & Scholes formula. Assuming a share price at the time of allocation of the options of SEK 0.1, the value of each option has been calculated to SEK 0.06 and the total cost for the Subsidiary Board Option Program 2026 is estimated to approximately SEK 2,428,000 before tax during the period 2026-2028. It shall be noted that the calculations are based on preliminary assumptions (a share price at the time of the allocation of the options of SEK 0.1, an exercise price of SEK 0.1, a risk-free interest of 2.5 per cent, an expected dividend of SEK 0 and an assumed volatility of 77 per cent) and are only intended to provide an illustration of the outcome.
As per the date of the notice, the number of shares in the Company amounts to 23,976,431. In addition, there are in the aggregate 1,999,992 outstanding warrants series TO 2 that were issued in relation to the unit issue in August of 2025 and upon full exercise of these warrants, in the aggregate 1,999,992 new shares will be issued resulting in a new total number of shares of 25,976,423.
In addition, there are in the aggregate 1,260,091 outstanding warrants series 2025/2030 to Fenja Capital II A/S that were issued in relation to the loan renegotiation in May 2025 and upon full exercise of these warrants, in the aggregate 1,260,091 new shares will be issued resulting in a new total number of shares of 19,769,231.
In connection with the New Loan, Realfiction has also undertaken to issue warrants of series 2026/2031 to Fenja Capital II A/S, free of charge. The number of warrants of series 2026/2031 to be issued shall correspond to a total dilution of 5 percent (rounded downwards to the nearest whole number of shares) calculated on the total number of shares outstanding in the Company immediately after the completion of the planned Rights Issue (including any potential units issued to Vator Securities as agreed remuneration for the underwriting in the Rights Issue). The exercise price for the warrants shall correspond to 140 percent of the subscription price in the Rights Issue, rounded to the nearest whole öre. The warrants will be subject to terms and conditions that contain recalculation terms that entail a so-called "full dilution protection", meaning that Fenja Capital, with certain exceptions, shall be compensated in the event of corporate actions so that Fenja Capital always has the right to subscribe for shares corresponding to a total dilution of 5 percent calculated on the total number of outstanding shares in the Company. The Board of Directors intends to resolve to issue [warrants of series 2026/2031 to Fenja Capital based on the authorization granted from the annual general meeting 2026 no later than five business days following the registration of the Rights Issue with the Swedish Companies Registration Office. The warrants will be exercisable for subscription of ordinary shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office up to and including 31 August 2031. The warrants will not be admitted to trading. In total, a maximum of 23,854,182 warrants of series 2026/2031 may be issued.
Currently, there is also incentive programs outstanding in the Company in the form of warrant programs resolved at general meetings on 3 May 2017, 30 June 2021, 27 June 2022 and 21 June 2023. In these programs, 607,931 warrants are still outstanding. In addition, it is also proposed that the extra general meeting resolves to implement one additional incentive program based on warrants to executive management in a subsidiary in relation to which a maximum number of 20,000,000 additional warrants are proposed to be issued. Upon full exercise of all warrants issued in relation to the outstanding incentive programs and the two proposed additional incentive programs, in the aggregate 60,607,931 new shares will be issued.
In case all warrants issued in connection with this proposal are exercised for subscription of new shares, a total of 40,000,000 new shares will be issued, which corresponds to a dilution of approximately 4.34 per cent of the Company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under this proposal, all warrants series TO 2 and TO 3 and all warrants issued in relation to existing and additionally proposed incentive programs and all warrants issued and to be issued to Fenja Capital II A/S and the maximum number of shares to be issued in the rights issue.
In case all warrants outstanding in relation to outstanding incentive programs as well as the warrants proposed to be issued for incentive programs upon resolution by this extra general meeting are exercised for subscription of shares, a total of 60,607,931 new shares will be issued, which corresponds to a dilution of approximately 6.58 per cent of the Company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under this proposal, all warrants series TO 2 and TO 3 and all warrants issued in relation to existing and additionally proposed incentive programs and all warrants issued and to be issued to Fenja Capital II A/S and the maximum number of shares to be issued in the rights issue.
The above calculations regarding dilution and impact on key ratios are subject to re-calculation of the warrants in accordance with the customary recalculation terms set out in the complete terms and conditions for the warrants.
This proposal has been prepared by the Proposer. The Board of Directors has not participated in the preparation.
The proposals in accordance with Sections A-B above shall be resolved upon as one resolution by the extra general meeting.
The resolution pursuant to this proposal presupposes and is conditional upon (i) that the extra general meeting to be held 23 September 2026 at 11.00 am. has resolved to amend the Articles of Association in accordance with the board of directors' proposal under item 6 on that agenda, (ii) that the meeting resolves on the option program under item 7 on the agenda for this meeting, and (iii) that the meeting resolves to amend the Board remuneration under item 8 on the agenda for this meeting.
Item 7: Resolution on (A) option program for members of senior management in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants
The Board of directors of Realfiction Holding AB, Reg. No 559110-4616 (the “Company”) proposes that the extra general meeting resolves to adopt an option program for members of senior management (the “Subsidiary Management Option Program 2026”) in the Company’s wholly owned subsidiary Realfiction Lab ApS (the “Lab Subsidiary”).
To implement the Subsidiary Management Option Program 2026, the Board of directors proposes that the extra general meeting resolves on (A) option program for the senior management; and (B) directed issue of warrants and approval of transfer of warrants.
A. Proposal on option program for the senor management
The Company proposes that the extra general meeting resolves to adopt the Subsidiary Management Option Program 2026 in accordance with the following substantial guidelines:
1. The Subsidiary Management Option Program 2026 shall comprise a maximum of 20,000,000 options.
The number of options to be allotted under the proposed option programmes will be determined on the basis of the fair value of the options calculated in accordance with the Black-Scholes valuation model at the time of allotment. The intention is that the aggregate Black-Scholes fair value of the options allotted to the participants shall correspond to approximately SEK 1.2 million, representing the aggregate amount of future cash remuneration being replaced by equity-based remuneration over a 24-month period.
The number of options to be allotted will therefore depend on the Black-Scholes value per option at the time of allotment. As the Company's share price is currently at a relatively low level, the fair value per option may also be relatively low, which may result in a comparatively large number of options being required for the aggregate fair value of the options to correspond to the cash remuneration being replaced.
Since the final Black-Scholes value cannot be determined at the time of the notice of the Extraordinary General Meeting, inter alia because the future share price, exercise price and other relevant valuation parameters are not yet known, the proposals provide for an aggregate maximum of 20,000,000 warrants, each entitling the holder to subscribe for one new share in the Company.
The maximum number of warrants constitutes an upper limit only and does not represent an intended allotment. The actual number of options allotted will be limited to the number required for their aggregate Black-Scholes fair value at the time of allotment to correspond to the relevant amount of future cash remuneration being replaced, subject always to the maximum number of warrants approved by the Extraordinary General Meeting.
2. Each option entitle the holders a right to acquire one new share in the Company against cash consideration at a subscription price amounting to the higher of: a) the subscription price in the Company's upcoming Rights Issue, which is intended to be resolved upon by the Board on October 1, 2026. Such subscription price is intended to correspond to a TERP discount of approximately 35 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 3 September 2026 up to and including 30 September 2026, and the exercise price can in no event be lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including 13 October 2026 up to and including 27 October 2026. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The subscription price and the number of shares that each option entitles right to may be subject to re-calculation in the event of a bonus issue, split, rights issue etc., wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied.
3. Allotment shall take place no later than 29 November 2026.
4. The allotted options will vest with 1/24 each month after the allotment date. If the number of allotted options is not evenly divisible with 1/24, the number of vested options shall be rounded downwards and any excess options shall be considered vested on the last vesting date. Vesting is conditional upon that the participant still holds the position as senior management in the Lab Subsidiary each date when vesting occurs.
The 24-month vesting schedule constitutes a deviation from Section III.1 of the Swedish Corporate Governance Board's Rules on Remuneration of the Board and Executive Management on Incentive Programs, which generally provides that incentive programs should have a vesting period of at least three years. The Company considers the deviation to be justified in the specific circumstances. The senior management has already been actively engaged in the group over a period exceeding five years and has therefore demonstrated a long-term commitment to the Company and its subsidiary. Accordingly, the proposed program is not intended to establish a long-term relationship with newly engaged senior management, but rather to reinforce an already well-established long-term commitment while ensuring continued alignment with the interests of the Company's shareholders. Furthermore, the proposed option program forms part of a revised remuneration structure under which the senior management will receive lower cash remuneration in the future. Unlike a traditional long-term incentive program, the proposed structure replaces cash remuneration with equity-based remuneration. Accordingly, the senior management assumes a direct financial exposure to the Company's future performance from the outset, which the Company considers provides a strong and enduring alignment of interests with the Company's shareholders. The program is intended to reduce the Company's cash outflows, strengthen its liquidity position and extend the Company's cash runway in support of the Company's business plan. Although the vesting period is shorter than the period generally recommended under Swedish market practice, the Company considers that the program continues to provide a strong forward-looking incentive, as the options will vest gradually over a 24-month period and will only generate economic value if the Company's share price develops favourably over time. The Company therefore considers that a 24-month vesting period appropriately balances the objective of promoting long-term commitment with the commercial purpose of the remuneration structure. The Company also notes that the senior managements long-term commitment is not solely dependent on the vesting schedule, but is further reinforced by acceptance of equity-based remuneration in lieu of cash remuneration. Furthermore, when determining the terms of the program, the Company has taken into account that the senior management performs services through a Danish subsidiary and has therefore sought to structure the program in a manner that is compatible with applicable Danish legal and tax requirements.
5. The options shall not constitute securities and shall not be possible to transfer or pledge. However, in the event of death, the rights to vested options shall accrue to the beneficiaries of the holder of the options.
6. The options shall be allotted without consideration.
7. The holders can exercise allotted and vested options during 30 days from the day following after the announcement of the Company’s quarterly reports. If the Company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter. The options may in no event be exercised later than 31 December 2031.
8. In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting the Company, the options will vest in their entirety and be exercisable in connection with the relevant transaction.
9. The options shall be governed by separate agreements with the participants. The Company’s CEO shall be responsible for the preparation and management of the Subsidiary Management Option Program 2026 in accordance with the above mentioned substantial terms and guidelines.
B. Proposal to resolution on a directed issue of warrants and approval of transfer of warrants
In order to enable the Lab Subsidiary’s delivery of shares under the Subsidiary Management Option Program 2026, the Company proposes that the extra general meeting resolves on a directed issue of warrants and approval of transfer of warrants. The Company thus proposes that the extra general meeting resolves on a directed issue of a maximum of 20,000,000 warrants in accordance with the following terms and conditions:
1. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Lab Subsidiary. The reason for the deviation from the shareholders’ preferential rights is that the warrants are issued as part of the implementation of the Subsidiary Management Option Program 2026. In the light of what has been stated above, the Company considers that it is for the benefit of the Company and its shareholders that the senior management in the Lab Subsidiary is offered to participate in the Subsidiary Management Option Program 2026.
2. Subscription shall be made no later than 29 November 2026.
3. Over subscription cannot occur.
4. The warrants shall be issued to the Lab Subsidiary at a subscription price corresponding to the fair market value of the warrants at the time of subscription, which shall be determined in accordance with the Black & Scholes valuation formula.
5. Payment for the warrants shall be made against cash consideration no later than two weeks from the time of subscription.
6. Each warrant entitles to subscription of one share in the Company at a subscription price amounting to the higher of: a) the subscription price in the Company's upcoming Rights Issue, which is intended to be resolved upon by the Board during Q4 2026. Such subscription price is intended to correspond to a TERP discount of approximately 35 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 3 September 2026 up to and including 30 September 2026, and the exercise price can in no event be lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including 13 October 2026 up to and including 27 October 2026. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The part of the subscription price exceeding the share quotient value shall be added to the free share premium reserve. The subscription price and the number of shares that each warrant entitles right to may be subject to recalculation in the event of a bonus issue, split, rights issue etc, wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied.
7. The shares issued upon exercise of a warrant shall confer right to dividends as from the first time on the record date for dividends that occurs immediately following effectuation of subscription.
8. Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2031.
9. If all 20,000,000 warrants are exercised for subscription of new shares, the share capital will increase with SEK 2,000,000.
10. The Subsidiary Management Option Program 2026 comprises up to two employees in the Subsidiary. The employees may collectively be entitled to receive a maximum of 20,000,000 options, subject to a maximum of 20,000,000 options per individual. The number of options to be offered each participant depends on the fair value of the options calculated in accordance with the Black-Scholes valuation model at the time of the offer and allotment and the amount of lower future cash salaries. The Company’s CEO shall be entitled to make such minor adjustments of the issue resolution that might be necessary in connection with registration with the Swedish Companies Registration Office.
Further, the Company proposes that the extra general meeting resolves to approve that the Lab Subsidiary may transfer warrants to the participant in the Subsidiary Management Option Program 2026 without consideration in connection with the exercise of options in accordance with the terms and conditions under Section A above or otherwise dispose over the warrants to secure the Company’s or the Lab Subsidiary’s commitments and costs in relation to the Subsidiary Management Option Program 2026.
Other information regarding the Subsidiary Management Option Program 2026
The Subsidiary Management Option Program 2026 will be accounted for in accordance with the Swedish Annual Accounts Act and the Swedish Accounting Standards Board’s General Advice BFNAR 2012.1 (K3) that stipulates that the options shall be expensed as costs over the vesting period and will be accounted for directly against equity. Costs from options accounted for in accordance with the Swedish Annual Accounts Act and the Swedish Accounting Standards Board’s General Advice BFNAR 2012.1 (K3) do not affect the Company’s cash flow. The Company has made the assessment that the Subsidiary Management Option Program 2026 will not trigger any social costs for the Company. Costs related to the Subsidiary Management Option Program 2026 will be accounted for during 2026-2028. The Company has calculated a theoretical value of the options using the Black & Scholes formula. Assuming a share price at the time of allocation of the options of SEK 0.1, the value of each option has been calculated to SEK 0.06 and the total cost for the Subsidiary Management Option Program 2026 is estimated to approximately SEK 1,214,000 before tax during the period 2026-2028. It shall be noted that the calculations are based on preliminary assumptions (a share price at the time of the allocation of the options of SEK 0.1, an exercise price of SEK 0.1, a risk-free interest of 2.5 per cent, an expected dividend of SEK 0 and an assumed volatility of 77 per cent) and are only intended to provide an illustration of the outcome.
Information on existing incentive programs and total dilution effects are presented above in the proposal under item 6.
In case all warrants issued in connection with this proposal are exercised for subscription of new shares, a total of 20,000,000 new shares will be issued, which corresponds to a dilution of approximately 2.17 per cent of the Company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under this proposal, all warrants series TO 2 and TO 3 and all warrants issued in relation to existing and additionally proposed incentive programs and all warrants issued and to be issued to Fenja Capital II A/S and the maximum number of shares to be issued in the rights issue.
This proposal has been prepared by the board of directors with assistance from external advisors.
The proposals in accordance with Sections A-B above shall be resolved upon as one resolution by the extra general meeting.
The resolution pursuant to this proposal presupposes and is conditional upon (i) that the extra general meeting to be held 23 September 2026 at 11.00 am. has resolved to amend the Articles of Association in accordance with the board of directors' proposal under item 6 on that agenda, (ii) that the meeting resolves on the option program under item 6 on the agenda for this meeting, and (iii) that the meeting resolves to amend the Board remuneration under item 8 on the agenda for this meeting.
Item 8: Resolution to amend the resolution on Board remuneration adopted by the 2026 Annual General Meeting
This Item shall only be considered if the extra general meeting has resolved to approve the option programs under Items 6 and 7 of the agenda.
Shareholders representing approximately 12.5 per cent of the votes in the Company propose that the extra general meeting resolves to amend the resolution adopted under Item 8 at the 2026 Annual General Meeting regarding remuneration to the Board of Directors.
Accordingly, the cash remuneration payable to each ordinary member of the Board of Directors for the relevant remuneration period shall be reduced from DKK 75,000 to DKK 0, and the cash remuneration payable to the Chairman of the Board shall be reduced from DKK 150,000 to DKK 0.
Accordingly, no cash remuneration shall be payable to any member of the Board of Directors for the relevant remuneration period.
Particular majority requirements
For valid resolutions on the proposals pursuant to items 6 and 7, the proposals must be supported by shareholders representing at least nine-tenths of the votes cast as well as of all shares represented at the extra general meeting.
Information at the extra general meeting
Shareholders present at the extra general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Meeting documents
Accounting documents, the complete proposals for resolutions and other documents before the extra general meeting will be available at the Company’s office at Realfiction Holding AB, c/o Fineasity AB, Nedre Långvinkelsgatan 53, SE-252 34 Helsingborg, Sweden, and at the Company’s website (www.realfiction.com) as from no later than three weeks before the extra general meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the extra general meeting.
Number of shares and votes in the Company
As of the date of this notice to attend the extra general meeting, the total number of shares and votes in the Company amounts to 23,976,431. The Company does not hold any own shares.
Processing of personal data
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Helsingborg in August 2026
Realfiction Holding AB (publ)
The Board of Directors
For more information about Realfiction Holding AB, please contact:
Clas Dyrholm, founder and CEO
Telephone: +45 25 22 32 81
Email: clas@realfiction.com
www.realfiction.com
Certified Adviser
Mangold Fondkommission AB is the company's Certified Adviser and can be contacted via ca@mangold.se or +46 8 503 015 50.
About Realfiction Holding AB
Founded in Denmark in 2008, Realfiction is a provider of cutting-edge 3D display technologies designed for tomorrow’s needs, featuring technological breakthroughs with its Directional Pixel Technology for LCD, OLED and microLED. These technologies support a wide range of use cases, including enhancing driving safety, medical imaging, immersive gaming and entertainment, digital signage, as well as applications in architecture, engineering, and design. The Company offers a comprehensive intellectual property portfolio tailored for OEMs and Tier-1 partners involved in developing and marketing displays for markets and industries requiring high-resolution multistereoscopic displays. All technologies are ready for licensing, and Realfiction is actively pursuing commercial licensing agreements and partnerships to pave the way to mass production. Realfiction's IP portfolio comprises 15 patent families and registered trademarks, including patent applications filed in multiple countries. Realfiction Holding AB’s shares are publicly traded on Nasdaq Stockholm First North under the symbol “REALFI”, with the share’s ISIN code being SE0009920994.