Notice to extraordinary general meeting in Magle Chemoswed Holding AB (publ)

The shareholders of Magle Chemoswed Holding AB (publ), org. no. 556913-4710 (the “Company”), are invited to an extraordinary general meeting (the “EGM”) on 26 August 2026, at 13:00 CEST at the Company's premises at Agneslundsvägen 20B in Malmö, Sweden. The registration for the EGM starts at 12:30 CEST.

Right to participate

Shareholders who wish to participate in the EGM must:

1. be entered in the register of shareholders maintained by Euroclear Sweden AB on 18 August 2026; and
2. no later than 20 August 2026, give notice of participation to the Company either by post to Magle Chemoswed Holding AB (publ), Agneslundsvägen 27, 212 15 Malmö, Sweden or via e-mail to stamman@maglechemoswed.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number, and the number of any accompanying assistant (not more than two), as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.maglegroup.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the EGM, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than 20 August 2026.

Nominee-registered shares

In order to be entitled to participate in the meeting shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the meeting, request that their shares be registered in their own name, so the shareholder is entered into the register of shareholders on 18 August 2026. This registration may be temporary (so-called voting right registration) and is requested by the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting right registrations completed no later than the second bank day after 18 August 2026, are considered when preparing the register of shareholders.

Proposed agenda

1. Opening of the EGM
2. Election of Chairman of the EGM
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 as to whether the EGM has been duly convened
7. Resolution to amend the articles of association
8. Resolution to approve the board of directors’ resolution on a directed share issue
9. Resolution to approve the board of directors’ resolution on a directed share issue
10. Resolution to authorise the board of directors to resolve on issues of shares, warrants and/or convertible debentures
11. Resolution on a directed share issue to subscribers covered by Chapter 16 of the Swedish Companies Act
12. Resolution on delisting
13. Closing of the EGM

Item 7 – Resolution to amend the articles of association

The board of directors proposes that the meeting resolves to amend the articles of association in order to enable the contemplated share issues to bondholders in accordance with the terms and conditions of the restructuring of the Company’s outstanding debt as communicated in the Company’s press release on 10 July 2026 (the “Restructuring”). The resolution under this item 7 is conditional upon, and shall be filed for registration with the Swedish Companies Registration Office only after, the board of directors having resolved on the share issues to bondholders pursuant to the authorisation under item 10 below, in order to fulfil the Company’s obligations pursuant to the agreed terms and conditions of the Restructuring. Thus, a resolution in accordance with this item 7 is conditional upon the EGM also resolving in accordance with items 8, 9, 10 and 11 of this notice.

Proposed wording of Section 4:

The share capital shall amount to not less than SEK 7,000,000 and not more than SEK 28,000,000. The number of shares in the Company shall be not less than 140,000,000 and not more than 560,000,000.

Authorisation

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 8 – Resolution to approve the board of directors’ resolution on a directed share issue

The board of directors proposes that the EGM resolves to approve the board of directors' resolution from 10 July 2026 on a share issue of a maximum of 31,980,350 shares, entailing a maximum increase of the share capital of SEK 1,599,017.50. Otherwise, the following conditions shall apply.

1. The right to subscribe for shares shall, with deviation from the shareholders’ preferential rights, only vest with PRS1 ApS and MB Holding Køge ApS. Over-subscription may not occur.
2. The reasons for the deviation from the shareholders' preferential rights are that the Company, as announced through a press release on 7 June 2026, is in an acute need of working capital to secure the continued operations. The board of directors has considered the possibility of raising capital through a rights issue and has concluded, inter alia based on discussions with some of the Company's major shareholders and the Company’s financial advisors, that there are currently insufficient conditions for carrying out a rights issue in a manner that is advantageous for the Company and its shareholders. A rights issue would also be significantly more time- and resource-consuming, particularly due to work and costs related to guarantee procurement and guarantee fees. In the current uncertain and volatile environment and market - which may entail that the conditions for capital raising can change rapidly - the Company wishes to seize the opportunity for a capital raising that is favourable for the Company and its shareholders from existing investors, which the board of directors currently considers to exist. In light of the above, the board of directors' overall assessment is that it is in the interest of the Company and its shareholders to carry out the directed issue deviating from the general rule on shareholders' preferential rights. The Company intends to use the proceeds from the directed issue to repay part of the Company’s outstanding debt, including accrued interest.
3. The price per share in the share issue is SEK 1.00. The subscription price in the share issue has been determined by the board of directors through arm's length negotiations with the subscribers and other investors, whereby the board of directors has taken into account several factors such as market conditions, the Company's financing needs, the alternative cost of other financing, customary discount in directed issues and assessed market interest for an investment in the Company. It is the board of directors' assessment, based on the above factors, that the subscription price reflects current market conditions and current demand and is thus on market terms.
4. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve.
5. Subscription of shares shall be made by signing a subscription list no later than on 30 September 2026 and payment shall be made in cash no later than on 30 September 2026. The board of directors shall have the right to extend the subscription and payment period. The board of directors shall further have the right to permit set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.
6. The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date for dividends that occurs after the registration of the new shares and the entry of the shares in the share register kept by Euroclear Sweden AB.

The resolution under this item 8 is conditional upon the EGM also resolving in accordance with items 7, 9, 10 and 11 of this notice.

Authorisation

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Item 9 – Resolution to approve the board of directors’ resolution on a directed share issue

The board of directors proposes that the EGM resolves to approve the board of directors' resolution from 10 July 2026 on a share issue of a maximum of 7,500,000 shares, entailing a maximum increase of the share capital of SEK 375,000. Otherwise, the following conditions shall apply.

1. The right to subscribe for shares shall, with deviation from the shareholders’ preferential rights, only vest with PRS1 ApS.
2. The reasons for the deviation from the shareholders' preferential rights are that the Company, as announced through a press release on 7 June 2026, is in an acute need of working capital to secure the continued operations. The board of directors has considered the possibility of raising capital through a rights issue and has concluded, inter alia based on discussions with some of the Company's major shareholders and the Company’s financial advisors, that there are currently insufficient conditions for carrying out a rights issue in a manner that is advantageous for the Company and its shareholders. A rights issue would also be significantly more time- and resource-consuming, particularly due to work and costs related to guarantee procurement and guarantee fees. In the current uncertain and volatile environment and market - which may entail that the conditions for capital raising can change rapidly - the Company wishes to seize the opportunity for a capital raising that is favourable for the Company and its shareholders from existing investors, which the board of directors currently considers to exist. In light of the above, the board of directors' overall assessment is that it is in the interest of the Company and its shareholders to carry out the directed issue deviating from the general rule on shareholders' preferential rights. The reason why the existing shareholder has been included as eligible to subscribe for shares in the directed issue is that the shareholder has expressed and demonstrated a long-term interest in the Company, which, in the board of directors' view, creates security and stability for both the Company and its shareholders.
3. The price per share in the share issue is SEK 1.00. The subscription price in the share issue has been determined by the board of directors through arm's length negotiations with the investor, whereby the board of directors has taken into account several factors such as market conditions, the Company's financing needs, the alternative cost of other financing, customary discount in directed issues and assessed market interest for an investment in the Company. It is the board of directors' assessment, based on the above factors, that the subscription price reflects current market conditions and current demand and is thus on market terms.
4. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve.
5. Subscription of shares shall be made by signing a subscription list no later than on 30 September 2026. Payment shall be made in cash no later than on 30 September 2026. The board of directors shall have the right to extend the subscription and payment period.
6. The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date for dividends that occurs after the registration of the new shares and the entry of the shares in the share register kept by Euroclear Sweden AB.

The resolution under this item 9 is conditional upon the EGM also resolving in accordance with items 7, 8, 10 and 11 of this notice.

Authorisation

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Item 10 – Resolution to authorise the board of directors to resolve on issues of shares, warrants and/or convertible debentures

The board of directors proposes that the EGM authorises the board of directors to, on one or several occasions during the period up until the next annual general meeting, resolve to increase the Company's share capital through the issuance of shares, warrants and/or convertible debentures. The board of directors shall be able to resolve on the issuance of shares, warrants and/or convertible debentures with or without deviation from the shareholders' pre-emptive rights and/or with or without provisions concerning payment in kind, set-off, or other provisions specified in Chapter 13, Section 5, first paragraph, 6, Chapter 14, Section 5, first paragraph, 6, and Chapter 15, Section 5, first paragraph, 4, of the Swedish Companies Act. The number of shares that may be issued pursuant to the authorisation, and thereby the increase of the share capital, shall not be limited in any other way than what follows from the limits of the number of shares and the share capital set out in the articles of association in force from time to time. Issuances in accordance with this authorisation shall only be made in order to fulfil the Company’s obligations pursuant to the agreed terms and conditions of the Restructuring.

The board of directors shall have the right to, subject to the terms and conditions of the Restructuring, determine the terms and conditions for issuances in accordance with this authorisation and who shall have the right to subscribe for the shares, warrants and/or convertible debentures.

The resolution under this item 10 is conditional upon the EGM also resolving in accordance with items 7, 8, 9 and 11 of this notice.

Authorisation

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 11 – Resolution on a directed share issue to subscribers covered by Chapter 16 of the Swedish Companies Act

The shareholder PRS1 ApS proposes that the general meeting resolves on a share issue of a maximum of 11,350,000 shares, entailing a maximum increase of the share capital of SEK 567,500. Otherwise, the following conditions shall apply.

1. The right to subscribe for shares shall, with deviation from the shareholders’ preferential rights, only vest with chairman of the board Stig Løkke Pedersen (a maximum of 3,750,000 shares), board member Søren Skjold Mogensen (a maximum of 500,000 shares), previous board member Mats Pettersson (a maximum of 6,750,000 shares), and previous board member Sven-Christer Nilsson (a maximum of 350,000 shares), each privately and/or through a company, who are covered by Chapter 16 of the Swedish Companies Act (2005:551) (the so-called Leo Act). Over-subscription may not occur.
2. The reasons for the deviation from the shareholders' preferential rights are that the Company, as announced through a press release on 7 June 2026, is in an acute need of working capital to secure the continued operations. The possibility of raising capital through a rights issue has been considered and the assessment has been made, inter alia based on discussions with some of the Company's major shareholders and the Company’s financial advisors, that there are currently insufficient conditions for carrying out a rights issue in a manner that is advantageous for the Company and its shareholders. A rights issue would also be significantly more time- and resource-consuming, particularly due to work and costs related to guarantee procurement and guarantee fees. In the current uncertain and volatile environment and market - which may entail that the conditions for capital raising can change rapidly - the shareholder wishes to seize the opportunity for a capital raising that is favourable for the Company and its shareholders from existing investors, which is currently considered to exist. In light of the above, the overall assessment is that it is in the interest of the Company and its shareholders to carry out the directed issue deviating from the general rule on shareholders' preferential rights. The reason why existing shareholders have been included among those eligible to subscribe for shares in the directed issue is that these shareholders have expressed and demonstrated a long-term interest in the Company, which, in PRS1's view, creates security and stability for both the Company and its shareholders.
3. The price per share in the share issue is SEK 1.00. The subscription price in the share issue has been determined through arm's length negotiations with the investors, whereby several factors have been taken into account such as market conditions, the Company's financing needs, the alternative cost of other financing, customary discount in directed issues and assessed market interest for an investment in the Company. The shareholder’s assessment is, based on the above factors, that the subscription price reflects current market conditions and current demand and is thus on market terms.
4. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve.
5. Subscription of shares shall be made by signing a subscription list no later than on 30 September 2026. Payment shall be made in cash no later than on 30 September 2026. The board of directors shall have the right to extend the subscription and payment period.
6. The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date for dividends that occurs after the registration of the new shares and the entry of the shares in the share register kept by Euroclear Sweden AB.

The resolution under this item 11 is conditional upon the EGM also resolving in accordance with items 7, 8, 9 and 10 of this notice.

Authorisation

The shareholder proposes that the board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Item 12 – Resolution on delisting

In accordance with the press release published by the Company on 27 July 2026, the board of directors proposes that the meeting resolves to apply for delisting of the Company's shares from Nasdaq First North Growth Market.

The board's motives and considerations

The board of directors has carefully considered various alternatives and concluded that, with reference to section II.1.B) of the Rules on Delisting of Shares at the Initiative of the Issuer, it shall propose to the extraordinary general meeting to resolve on the delisting of the Company's shares from Nasdaq First North Growth Market. The reasons and motives for the board's proposal are, mainly, the following:

The board of directors considers that the costs and administrative burden associated with maintaining the listing divert resources from the implementation of the Restructuring and the operational turnaround of the business. A delisting would allow the Company to allocate its limited resources towards strengthening its financial position and securing its continued operations.

Operating in a listed environment entails stringent requirements regarding, inter alia, continuous disclosure, preparation of quarterly reports and ensuring regulatory compliance, which is both time-consuming and costly. In addition, there are fees payable to Nasdaq First North Growth Market, the Company’s Certified Adviser as well as costs for legal and financial advisers to a significantly greater extent than in an unlisted environment. The board of directors is of the opinion that these costs are no longer proportionate to the benefit for the Company or its shareholders of being listed. The Company's shares have been admitted to trading on Nasdaq First North Growth Market since 30 June 2020. Trading in the Company's shares has for a prolonged period been very limited, with a daily average of approximately 12 thousand shares traded during the last twelve months, making it more difficult for existing shareholders to buy and sell shares without materially affecting the share price. The low liquidity reduces the practical value of being listed and has diminished the general interest among potential investors.

Furthermore, the Company's ownership structure is highly concentrated and will, following completion of the Restructuring, be even more so, further reducing the free float available for trading. Through the Restructuring, certain of the Company's principal shareholders and current and previous board members have demonstrated an active and long-term commitment to the Company, including through subscription commitments in directed share issues. There is accordingly a stable ownership base to support the Company's continued development also as an unlisted company. The board of directors further considers that a delisting would enable a more long-term and flexible strategic direction, where the Company can act without the short-term market demands that follow from being listed.

In view of the above factors, the board of directors is of the opinion that a continued listing of the Company's shares does not benefit the Company or its shareholders. A delisting is considered to create the conditions for a more purpose-driven, owner-governed company with better opportunities for financing, successful implementation of the Restructuring and increased focus on the long-term development and objectives of the business.

Preliminary timetable for the delisting

Authorisation

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Majority requirements

A valid resolution under items 7, 8, 9 and 10 requires the approval of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the EGM. A valid resolution under item 11 requires the approval of shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the EGM.

A valid resolution under item 12, requires the approval of shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the EGM. In addition, if there is one or several shareholders who, together with related parties, control at least three-tenths (3/10) of the votes in the Company, a majority of all other votes in the Company must not vote against the proposal.

Shareholders’ right to obtain information

Shareholders are reminded of their right to, at the EGM, obtain information from the board of directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Available documentation

Documents in accordance with the Swedish Companies Act and the Rules on Delisting of Shares at the Initiative of the Issuer will be available at the Company and on the Company's website, www.maglegroup.com. The documents will also be sent to shareholders who wish to do so and state their postal address.

Processing of personal data

For information about the processing of your personal data, it is referred to the privacy notice available at Euroclear’s webpage.

Magle Chemoswed Holding AB (publ)’s corporate registration number is 556913-4710 and its registered office is in Malmö, Sweden.

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Malmö in July 2026
Magle Chemoswed Holding AB (publ)
The board of directors

Contacts

Aaron Wong, Interim CEO, CFO, phone +46 (0)76 664 35 79, aaron.wong@maglegroup.com

About Us

The Magle Group aims to establish itself as a leader in high-quality life-changing healthcare innovations to meet medical needs through scientific excellence. Today, the Group includes two operational areas. Magle Chemoswed – a contract manufacturing organization (CMO) with a strong reputation for its high-quality development and manufacturing expertise and Magle Biopolymers A/S - a specialized manufacturing organization of Dextran technology. Learn more on www.maglechemoswed.com and www.maglegroup.com and www.maglebiopolymers.com

Redeye Nordic Growth AB is the company's Certified Adviser.