The shareholders of Image Systems AB (publ), Reg. No. 556319-4041 (the "Company"), are hereby given notice of the Extraordinary General Meeting to be held on Wednesday, 12 August 2026 at 10:00 a.m. CEST. The Extraordinary General Meeting will be held at the Company's premises at Snickaregatan 40, SE-582 26 Linköping, Sweden.
Right to participate and notice of participation
Shareholders wishing to participate in the Extraordinary General Meeting must:
The notification shall state the shareholder's name, personal identity number or company registration number (or equivalent), postal address, daytime telephone number, number of shares held, details of any accompanying assistants (maximum two), and, where applicable, information regarding any legal representative or proxy.
Nominee-Registered Shares
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the Extraordinary General Meeting, have their shares temporarily re-registered in their own name in the share register maintained by Euroclear Sweden AB. Such re-registration must be completed no later than Thursday, 6 August 2026. Shareholders should therefore request such registration from their nominee well in advance of this date. Such registration may be temporary.
Proxy
Shareholders represented by proxy shall issue a dated power of attorney authorising the proxy to represent the shareholder. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration or equivalent authorisation document shall be attached.
A power of attorney may be valid for a maximum period of five years from the date of issue.
A copy of the power of attorney and, where applicable, the certificate of registration should be submitted to the Company at the above address well in advance of the Extraordinary General Meeting.
Proxy forms are available upon request and are also available on the Company's website, www.imagesystemsgroup.se.
Number of Shares and Votes
At the time of issuing this notice, the Company has a total of 89,207,818 shares and votes. The Company does not hold any treasury shares.
Proposed Agenda
Proposed Resolution
Item 6 – Resolution approving the Board of Directors' resolution on a new issue of shares with preferential rights for existing shareholders.
The Board of Directors of Image Systems AB (Reg. No. 556319-4041) has resolved, subject to approval by the Extraordinary General Meeting, to increase the Company's share capital by a maximum of SEK 3,568,312.70 through a new issue of not more than 35,683,127 new shares, on the following terms and conditions:
Special Majority Requirements and Conditions
A valid resolution in accordance with the Board of Directors' proposal under item 6 requires the support of shareholders representing not less than two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
Tibia Konsult AB ("Tibia"), which currently holds shares representing approximately 31.99 per cent of the shares and votes in the Company, has undertaken to subscribe for its pro rata share of the Rights Issue.
In addition, Tibia has entered into a subscription commitment without consideration, which may result in Tibia subscribing for shares in excess of its pro rata entitlement.
This subscription commitment has been structured so that Tibia waives its subsidiary preferential right and may only be allotted shares remaining after all shareholders have first been allotted the number of shares subscribed for through the exercise of subscription rights and, thereafter, the number of shares subscribed for without subscription rights in the Rights Issue.
In connection with the announcement of the Board of Directors' resolution regarding the terms and conditions of the Rights Issue, the Company has informed the market of the maximum shareholding and voting interest Tibia may obtain by subscribing for its pro rata entitlement and fulfilling its subscription commitment.
Tibia has previously been granted an exemption from the mandatory bid obligation pursuant to the Swedish Securities Council's statement AMN 2013:31. As the exemption related to the rights issue carried out in 2013, and as the current Rights Issue may increase Tibia's voting interest in the Company, Tibia has applied to the Swedish Securities Council (Aktiemarknadsnämnden) for a new exemption in connection with the Rights Issue.
The Swedish Securities Council has granted Tibia an exemption from the mandatory bid obligation that may otherwise arise if Tibia subscribes for its pro rata share in the Rights Issue.
Furthermore, the Swedish Securities Council has granted Tibia an exemption from the mandatory bid obligation that may arise if Tibia fulfils its subscription commitment by subscribing for shares in excess of its pro rata entitlement, subject to the following conditions:
Shareholders' Right to Request Information
The Board of Directors and the Chief Executive Officer shall, if requested by a shareholder and provided that the Board considers that such disclosure can be made without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
Available Documentation
The Board of Directors' complete proposal as set out above, together with the other documents required under the Swedish Companies Act, will be available at the Company's offices at Snickaregatan 40, SE-582 26 Linköping, Sweden, and on the Company's website, www.imagesystemsgroup.se, no later than three weeks prior to the Extraordinary General Meeting. The documents will also be sent, free of charge, to shareholders who so request and provide their postal address. The documents will furthermore be available at the Extraordinary General Meeting.
Processing of Personal Data
For information regarding the processing of personal data in connection with the Extraordinary General Meeting, please refer to Euroclear Sweden AB's privacy notice, available at:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
______________
Linköping, July 2026
Image Systems AB (publ)
The Board of DIrectors
Disclaimer:
This document is an unofficial translation. In the event of any conflict in interpretation between the English and the original Swedish version, the Swedish version shall take precedence and be considered the authoritative text.
For further information, please contact:
Anders Fransson, Chairman of the board, phone +46 70-738 52 21, e-mail anders.f@tibiakonsult.se