Inission AB (publ), 556747-1890, gives notice of the Annual General Meeting to be held on Thursday 7 May 2026 at 5:00 p.m. at Värmlands Museum, Sandgrundsudden, Karlstad. Registration of attendance at the Annual General Meeting will commence at 4:30 p.m. The AGM will begin with CEO Fredrik Berghel’s report for the past year and the interim report for the first quarter. In connection with the presentation, Inission offers shareholders and others the opportunity to participate either physically or digitally in this part. For more information on how to participate, please visit: www.inissiongroup.com. After the presentation, Inission will serve a light meal and conduct a formal Annual General Meeting.
The notice in its entirety as PDF: Invitation to the Annual General Meeting 2026
Right to participate in the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting must:
- be entered in the share register maintained by Euroclear Sweden AB no later than Wednesday 29 April 2026, and
- notify the company of their intention to participate no later than Wednesday 29 April 2026. Registration must be made by mail (Inission AB, Lantvärnsgatan 4, 652 21 Karlstad) or by e-mail to john.granlund@inission.com
The notification must state the name or company, personal identity number or corporate identity number, the number of shares, and the address and telephone number. Shareholders who wish to bring a maximum of two assistants must notify them in the same manner. Personal data retrieved from the share register maintained by Euroclear Sweden AB, notification and participation in the meeting as well as information about deputies, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council), which applies from 25 May 2018.
Shareholders whose shares are registered in the name of a nominee should temporarily register their shares in their own name well in advance of 29 April 2026, through the agency of the nominee, in order to be entitled to participate in the meeting. The number of Class A shares in the company amounts to 2,400,012 as of the date of this notice. The number of Class B shares is 20,637,878. The number of votes in the company amounts to 44,637,998 as of the date of this notice.
Shareholders
who are represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent for the legal entity must be attached. The registration certificate must not be older than six months. The original power of attorney and any certificate of registration should be sent to the company by letter before the meeting. A proxy form is available for download on the company’s website, www.inissiongroup.com.
DRAFT AGENDA
- Opening of the Meeting
- Election of Chairman of the Meeting
- Approval of the agenda
- Preparation and approval of the voting list
- Election of persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Presentation of the Annual Report and the Auditor’s Report, the Consolidated Financial Statements and the Auditor’s Report on the Group, the Audit Report on the Sustainability Report for the Group
- Resolutions on:
A. adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
B. appropriation of the company’s profit or loss in accordance with the adopted balance sheet and, where applicable, the adopted consolidated balance sheet
C. discharge from liability for the members of the Board of Directors and the CEO - Resolution on approval of the remuneration report
- Determination of fees to the Board of Directors and the auditor
- Resolution on the Board of Directors’ proposal for guidelines for remuneration to senior executives
- Determination of the number of Board members and auditors
- Election of Board members and Chairman of the Board
- Election of auditor
- Resolution on instructions for the Nomination Committee
- Resolution on the Board of Directors’ proposal for authorization for the Board of Directors to resolve on a new share issue Chapter 13. Section 35 of the Companies Act
- Resolution on issue of warrants and approval of transfer of warrants to employees (series 2026/2029:1)
- Resolution on issue of warrants and approval of transfer of warrants to members of the Board of Directors (series 2026/2029:2)
- Closing of the meeting
PROPOSAL
Election of Chairman of the Meeting
Item 2.
The Nomination Committee proposes Mathias Larsson as Chairman of the Meeting.
Proposal for dividend
Item 8 B.
To the 2026 Annual General Meeting, the Board of Directors proposes that a dividend of SEK 0.60 per share be paid for 2025, corresponding to SEK 13.8 million. In determining the dividend proposal, the Board of Directors has taken into account the Group’s financial position, good cash flow and liquidity. Profit for the year was negatively impacted by a non-cash expense of SEK 20.9 million attributable to the revaluation of the earn-out consideration in connection with the final settlement of a previously completed acquisition.
This accounting effect has not affected the Group’s dividend capacity. The Board’s proposal means that the dividend temporarily exceeds the company’s dividend policy of up to 30 percent of profit after tax. The Board of Directors assesses that the proposed dividend is justifiable in view of the requirements that the nature, scope and risks of the business place on the Group’s and the parent company’s equity, liquidity and position in general.
Resolution on approval of the remuneration report
Item 9
The Board of Directors has prepared a remuneration report for the financial year 2025 in accordance with the Swedish Companies Act. Inission AB (publ) was listed on Nasdaq Stockholm Main Market on April 28, 2025. Since the notice of the 2025 Annual General Meeting was published on 31 March 2025, i.e. before the change of list, the 2025 Annual General Meeting did not consider guidelines for remuneration to senior executives pursuant to Chapter 8. Section 51 of the Companies Act. Against this background, the company’s auditor has not had the opportunity to comment on whether such guidelines have been followed during the financial year 2025. The remuneration report will be available at the company and on the company’s website no later than three weeks before the Annual General Meeting and will be sent to shareholders who request it and state their postal address. It is proposed that the Annual General Meeting resolves to approve the remuneration report.
Determination of fees to the Board of Directors and the auditor
Item 10.
Board of Directors: Chairman SEK 400,000, Vice Chairman SEK 250,000, other members SEK 200,000. Audit Committee: Chairman SEK 100,000, member SEK 50,000. Remuneration Committee: Chairman SEK 50,000, member SEK 30,000. It is proposed that the auditor’s fees be paid on a current account.
Resolution on the Board of Directors’ proposal for guidelines for remuneration to senior executives
Item 11.
The Board of Directors proposes that the Annual General Meeting resolves on the following guidelines for remuneration to the CEO and other senior executives.
General principles
prerequisite for succeeding in implementing Inission’s business strategies and safeguarding the company’s long-term interests, including its sustainability, is that the company is able to recruit and retain qualified employees. This requires that the company can offer competitive and market-based remuneration. The total remuneration shall be balanced and contribute to long-term value creation for the shareholders and reflect the individual’s responsibility, competence and performance.
Remuneration
to senior executives shall consist of: fixed cash salary, variable cash remuneration, pension benefits, and other customary benefits.
Fixed compensation
fixed cash salary shall be individual and based on the employee’s responsibility, role, experience and performance, and shall be in line with market conditions.
Variable remuneration:
The variable remuneration shall: be linked to predetermined and measurable criteria, be both financial and non-financial, promote the company’s business strategy, long-term interests and sustainability. The financial criteria may refer to, for example, earnings, growth or cash flow. Non-financial criteria may refer to, for example, operational objectives, quality, sustainability or strategic initiatives. The variable remuneration may amount to a maximum of four (4) months’ salary and shall not be pensionable for the CEO.
Pension and other benefits
Pension benefits must be defined contribution and based on the fixed salary. Other benefits must be customary and help to facilitate the executive’s work.
In the event of termination
by the company, the period of notice and any severance pay shall not exceed what is in line with market conditions and in accordance with generally accepted practice on the stock market.
Decision-making process
The Board of Directors has established a Remuneration Committee with the task of preparing issues concerning remuneration to senior executives. The Board of Directors decides on remuneration to the CEO and ensures that the guidelines are complied with.
Deviation from the guidelines
Board of Directors shall have the right to temporarily deviate from these guidelines, in whole or in part, if there are special reasons in an individual case and a deviation is necessary to meet the company’s long-term interests or to ensure the company’s financial viability.
The Nomination Committee’s proposal regarding the number of Board members and auditors
Item 12.
The Nomination Committee proposes that the number of Board members shall be 5 and that there shall be one auditor.
The Nomination Committee’s proposal for Board members and Chairman of the Board
Item 13.
The Nomination Committee proposes re-election of the Board members Hans Linnarson, Margareta Alestig, Mia Bökmark and Olle Hulteberg. New election of Martin Jonsson. Olle Hulteberg is proposed as chairman.
The Nomination Committee’s proposal for auditor
Item 14.
The Nomination Committee proposes the election of Ernst & Young AB as the company’s auditor for the period until the end of the next Annual General Meeting. Ernst & Young AB has announced that the authorized public accountant Johan Eklund will be the auditor in charge. The proposal replaces the current auditing firm PwC. The proposal is in accordance with the recommendation of the Audit Committee.
Resolution on instructions for the Nomination Committee
Item 15.
The Nomination Committee shall consist of three persons appointed by each of the three largest shareholders in terms of votes. In connection with the end of the third quarter, the Chairman of the Board will contact the three largest shareholders in the company and encourage them to appoint a member to the Nomination Committee. If a shareholder waives its right to appoint a member, the right shall pass to the next largest shareholder. The Nomination Committee appoints the Chairman from among its members. The term of office runs until a new nomination committee has been constituted. In the event that a member of the Nomination Committee resigns, is prevented from performing his or her duties or if the owner who appointed the member resigns, the remaining members shall, from among the company’s shareholders, appoint a suitable replacement to the Nomination Committee for the remaining term of office. The Nomination Committee’s tasks include evaluating the composition and work of the Board of Directors and submitting proposals to the Annual General Meeting regarding:
- Election of Chairman of the Meeting
- Number of Board members and auditors
- Election of the Board of Directors and Chairman of the Board
- Election of auditor
- Fees to the Board of Directors, committees and auditor
In assessing the Board’s evaluation and in its proposal, the Nomination Committee shall pay particular attention to the requirement for versatility and breadth on the Board of Directors and to strive for an even gender distribution. The Nomination Committee’s proposals shall be presented in the notice convening the Annual General Meeting where the election of the Board of Directors or auditors shall take place and on the company’s website. At the Annual General Meeting, the Nomination Committee shall submit a report on how its work has been conducted and present and justify its proposals. The members of the Nomination Committee do not receive any remuneration from the company.
Resolution on the Board of Directors’ proposal for authorization for the Board of Directors to resolve on a new share issue pursuant to Chapter 13, Section 35 of the Swedish Companies Act
Item 16
In light of the capital need that we in the Board of Directors see that the company has in order to be able to maintain the pace of expansion that we want in order to realize the potential of the company’s market position, new issues may need to be carried out. The Board of Directors therefore proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders’ preferential rights, resolve on a new issue of shares. Payment may be made in cash, by contribution in kind, by set-off or otherwise subject to conditions. The Company’s share capital and the number of shares may be increased by a maximum of 4,600,000 Class B shares pursuant to this authorisation. The number of shares issued pursuant to the authorization corresponds to a dilution of a maximum of 20.0 percent based on the existing number of shares in the company.
Deviations from the shareholders’ preferential rights may be made in order for the company to be able to issue shares in order to raise capital for continued acquisitions. The issue price shall, in the event of deviation from the shareholders’ preferential rights and in the event of payment in kind, be as close to the market value of the share as possible. The Board of Directors, or a person appointed by the Board of Directors, shall be entitled to make such formal adjustments to the authorization resolution as may prove necessary in connection with the registration thereof.
Resolution on issue of warrants, approval of transfer of warrants to employees (series 2026/2029:1)
Item 17.
The Board of Directors of Inission AB (publ), reg. no. 556747-1890, (the “Company”), proposes that the Annual General Meeting on 7 May 2026 resolves to establish a warrant-based incentive program for employees in the companies that are part of the group in which the Company is the parent company (the “Group”) through (A) resolution on issue of warrants of series 2026/2029:1 to the Company’s wholly-owned subsidiary Inission Munkfors AB (the “Subsidiary”) and (B) resolution on approval of transfer of warrants of series 2026/2029:1 from the Subsidiary to employees of the Group, as set out below.
A) Proposal for resolution on issue of warrants of series 2026/2029:1
The Board of Directors proposes that the Annual General Meeting resolves to issue a maximum of 456,600 warrants of series 2026/2029:1 on the following terms and conditions: With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Subsidiary with the right and obligation for the Subsidiary to transfer the warrants to employees in the Group in accordance with what is stated in the proposal under item B below. The subsidiary shall not be entitled to dispose of the warrants in any other way than as set out in the proposal under item B below.
- The reason for the proposal and the reason for the deviation from the shareholders’ preferential rights is to create a warrant-based incentive program for employees in the Group. Through such a program, employees are offered an opportunity to take part in a value growth in the Company’s share, which can be expected to lead to an increased commitment to the Company’s operations and earnings development and increase motivation and a sense of belonging to the Company. The Board of Directors believes that this may have a positive impact on the Company’s continued development for the benefit of the Company and its shareholders.
- The warrants shall be issued free of charge to the Subsidiary.
- Subscription of warrants shall be made on a separate subscription list no later than June 18, 2026. The Board of Directors has the right to extend the subscription period.
- Each warrant entitles the holder to subscribe for one new share of series B in the Company at a subscription price corresponding to 115 percent of the volume-weighted average price for shares of series B in the Company according to Nasdaq Stockholm Main Market’s official price list during ten trading days calculated from the day following the annual general meeting on 7 May 2026. The warrants may be exercised for subscription of shares of series B during the period from 18 June 2029 up to and including 13 July 2029.
- Class B shares that are added through subscription with exercise of warrants entitle to dividends for the first time on the record date for dividend that occurs immediately after the subscription has been executed.
- The complete terms and conditions for the warrants are set out in the attached terms and conditions for warrants of series 2026/2029:1, appendix A, (the “Terms and Conditions of the Warrants”). As stated in the Terms and Conditions of the Warrants, the subscription price as well as the number of shares that each warrant entitles to subscription may be recalculated in connection with a bonus issue, new issue, issue of warrants or convertibles, and in certain other cases. Furthermore, the time for the exercise of the warrants may be brought forward and postponed in certain cases.
- If the issue is fully subscribed, all warrants are transferred to employees in the Group in accordance with what is stated in the proposal under item B below and all warrants are exercised for subscription of shares of series B, the Company’s share capital will increase by SEK 19,038 (subject to the change that may be caused by any recalculation in accordance with the Terms and Conditions of the Warrants).
- The Board of Directors, or a person appointed by the Board of Directors, is authorized to make such minor adjustments to the issue resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
B) Proposal for resolution on approval of transfer of warrants of series 2026/2029:1
The Board of Directors proposes that the Annual General Meeting resolves to approve that the Subsidiary, within the framework of the incentive program, transfers a maximum of 456,600 warrants of series 2026/2029:1 to employees in the Group on the following conditions:
- The right to acquire warrants from the Subsidiary shall be granted to employees of the Group as follows:
Category 1: The Group’s CEO shall have the right to acquire a maximum of 2,000 warrants.
Category 2: Employees who are part of Group Management and local CEOs of subsidiaries (currently 20 persons) shall have the right to acquire a total of 40,000 warrants. Each participant has the right to acquire a maximum of 2,000 warrants.
Category 3: Employees who are part of the subsidiaries’ management teams and employees of Inission AB (and who are not at the same time included in Category 1 or 2) (currently approximately 84 persons) shall have the right to acquire a total of 75,600 warrants. Each participant has the right to acquire a maximum of 900 warrants.
Category 4: Other employees (currently approximately 1,130 persons) shall have the right to acquire a total of 339,000 warrants. Each participant has the right to acquire a maximum of 300 warrants.
A person who has entered into an employment contract with companies that are part of the Group but has not yet taken up employment is treated as an employee. Employees who apply for the acquisition of warrants within the limits set out above, are guaranteed to acquire the number of warrants for which they apply (“guaranteed allotment”). Employees who are included in Category 1 and Category 2 may apply to acquire additional warrants. If the total number of warrants to which such applications relate exceeds the number of warrants remaining after guaranteed allotment to Categories 1–4 as set out above, the remaining warrants shall be distributed between those within Category 1 and Category 2 who have applied to acquire additional warrants.
Distribution shall be made pro rata in proportion to the number of additional warrants that each of them has applied to acquire and, to the extent that this cannot be done, by drawing lots.
- Transfer of warrants shall be made at market value at the time of transfer. Calculation of the market value of the warrant shall be performed by an independent valuation institute using the Black & Scholes valuation model.
- Application for acquisition of warrants and application for acquisition of additional warrants in accordance with item 1 above shall be made no later than June 18, 2026.
- Payment for allotted warrants shall be made no later than June 29, 2026.
- A prerequisite for the right to acquire warrants from the Subsidiary is that the entitled person at the time of acquiring the warrants is employed by the Group and has neither resigned from his/her employment nor been terminated. Additional conditions are that the acquisition of warrants can legally take place and that the employee at the time of the acquisition has entered into a so-called pre-emption agreement with the Subsidiary, according to which the employee is obliged to offer the Subsidiary, or the person designated by the Subsidiary.
C) Information on costs, dilution, impact on key ratios, etc.
Costs
In light of the fact that the warrants are to be transferred at market value at the time of the transfer, the transfer of the warrants itself is not expected to entail any costs for the Company in the form of social security contributions or similar. The market value of the warrant is, according to a preliminary valuation based on a market value of the underlying share of SEK 56.40, SEK 13.34 per warrant, assuming a subscription price of SEK 67.85 per share, a volatility of 39.78 percent and a risk-free interest rate of 2.72 percent. In order to stimulate participation in the incentive programme, employees who choose to participate in the programme shall be entitled to receive a premium subsidy in the form of extra pay. The premium subsidy shall only cover warrants acquired within the framework of guaranteed allotment, furthermore, it shall be divided into two parts – one in connection with the acquisition of the warrants and, provided that the warrants are retained and exercised for subscription of shares, one in connection with the exercise of the warrants. The first part of the subsidy/the first extra salary payment shall amount to an amount corresponding to 50 per cent of the option premium paid.
The second part of the subsidy/the second salary payment shall amount to an amount corresponding to 50 percent of the warrant premium paid for the warrants exercised for subscription of shares. The subsidy/extra salary shall be paid by the company within the Group from which the employee normally receives his salary. The total cost of the extra salary payments described above, including costs for social security contributions, is estimated to amount to a maximum of SEK 8.00 million. However, as at least the amount of which the premium subsidy is provided will benefit the Group through payment of option premiums upon employees’ acquisition of warrants from the Subsidiary, the liquidity impact will be lower. It is estimated to amount to approximately SEK 1.91 million.
The calculations are based on the number of employees within each Category as of the date of the proposal, the assumption that all entitled parties acquire all warrants for which they are guaranteed allotment and that all of these are exercised for subscription, and the preliminary calculation of the warrant premium as described above.
Costs in the form of fees to external advisors and costs for administration of the incentive program are estimated to amount to approximately SEK 0.20 million The total costs for the incentive program 2026/2029:1, including fees to external advisors and costs for administration, are estimated to amount to SEK 8.20 million and provide a positive liquidity impact of SEK 28.87 million at full utilization.
Dilution and information on outstanding share-based incentive programs
As of the date of the proposal, there are 23,037,890 shares in the Company, of which 2,400,012 shares are of series A and 20,637,878 shares are of series B. Class A shares have ten votes and Class B shares have one vote.
If the proposed issue is resolved on under item A above is fully subscribed, all warrants are transferred to employees in the Group in accordance with what is stated in the proposal under item B above and all warrants are exercised for subscription of shares of series B, the number of shares and votes in the Company will increase by 456,600 (subject to any recalculation of the number of shares in accordance with the Terms and Conditions of the Warrants), which corresponds to a dilution of approximately 1.71 percent of the number of outstanding shares and approximately 0.82 percent of the number of outstanding votes in the Company. The Company currently has five corresponding outstanding share-based incentive programs designated 2023/2026 of 17,900 shares, 2024/2027:1 of 26,200 shares, 2024/2027:2 of 3,000 shares, 2025/2028:1 of
37,500 shares, and 2025:2028:2 of 6,000 shares. All dilution effects have been calculated as the number of additional shares and votes in relation to the number of existing shares and additional shares and votes.
Impact on key ratios
The warrants are expected to have a marginal effect on the Company’s key ratios.
Preparation of the proposal
The proposal has been prepared by the Board of Directors in consultation with an external advisor.
Majority requirement
Decisions in accordance with the proposals under items A and B above are proposed to be adopted as a joint decision. A valid resolution in accordance with the proposals requires that the resolution is supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting.
Proposal for resolution on issue of warrants and approval of transfer of warrants to members of the Board of Directors (series 2026/2029:2)
Item 18
The main shareholder (FBM Consulting AB controlled and here represented by Fredrik Berghel) of Inission AB (publ), reg. no. 556747-1890, (the “Company”), representing 21.5 percent of the shares and 19.9 percent of the votes in the Company, proposes that the Annual General Meeting on 7 May 2026 resolves to establish a warrant-based incentive program for members of the Board of Directors of Inission AB through (A) resolution on issue of warrants of series 2026/2029:2 to the Company’s wholly-owned subsidiary Inission Munkfors AB (the “Subsidiary”) and (B) resolution on approval of transfer of warrants of series 2026/2029:2 from the Subsidiary to board members of Inission AB, as set out below.
A) Proposal for resolution on issue of warrants of series 2026/2029:2
The main shareholder FBM Consulting AB, controlled and here represented by Fredrik Berghel, proposes that the Annual General Meeting resolves to issue a maximum of 10,000 warrants of series 2026/2029:2 on the following terms and conditions:
- With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Subsidiary with the right and obligation for the Subsidiary to transfer the warrants to members of the board of directors of Inission AB in accordance with what is stated in the proposal under item B below. The subsidiary shall not be entitled to dispose of the warrants in any other way than as set out in the proposal under item B below.
- The reason for the proposal and the reason for the deviation from the shareholders’ preferential rights is to create a warrant-based incentive program for board members of Inission AB. Through such a program, the board members are offered an opportunity to take part in a value growth in the Company’s share, which can be expected to lead to an increased commitment to the Company’s operations and earnings development and to increase the motivation and sense of belonging to the Company. Fredrik Berghel believes that this may have a positive impact on the Company’s continued development for the benefit of the Company and its shareholders.
- The warrants shall be issued free of charge to the Subsidiary. Subscription of warrants shall be made on a separate subscription list no later than June 18, 2026. The Board of Directors has the right to extend the subscription period.
- Each warrant entitles the holder to subscribe for one new share of series B in the Company at a subscription price corresponding to 115 percent of the volume-weighted average price for shares of series B in the Company according to Nasdaq Stockholm Main Market’s official price list during ten trading days calculated from the day following the annual general meeting on 7 May 2026.
- The warrants may be exercised for subscription of shares of series B during the period from 18 June 2029 up to and including 13 July 2029.
- Class B shares that are added through subscription with exercise of warrants entitle to dividends for the first time on the record date for dividend that occurs immediately after the subscription has been executed.
- The complete terms and conditions for the warrants are set out in the attached terms and conditions for warrants of series 2026/2029:2, Appendix A, (the “Terms and Conditions of the Warrants”). As stated in the Terms and Conditions of the Warrants, the subscription price as well as the number of shares that each warrant entitles to subscription may be recalculated in connection with a bonus issue, new issue, issue of warrants or convertibles, and in certain other cases. Furthermore, the time for the exercise of the warrants may be brought forward and postponed in certain cases. If the issue is fully subscribed, all warrants are transferred to the members of the Board of Directors of Inission AB in accordance with what is stated in the proposal under item B below and all warrants are exercised for subscription of shares of series B, the Company’s share capital will increase by SEK 417 (subject to the change that may be caused by any recalculation in accordance with the Terms and Conditions of the Warrants).
- The Board of Directors, or a person appointed by the Board of Directors, is authorized to make such minor adjustments to the issue resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
B) Proposal for resolution on approval of transfer of warrants to members of the Board of Directors of series 2026/2029:2
The main shareholder FBM Consulting AB, controlled and here represented by Fredrik Berghel, proposes that the Annual General Meeting resolves to approve that the Subsidiary, within the framework of the incentive program, transfers a maximum of 10,000 warrants of series 2026/2029:2 to the members of the Board of Directors of Inission AB on the following terms and conditions:
- The right to acquire warrants from the Subsidiary shall be granted to the members of the Board of Directors of Inission AB as follows:
Category 1: Board members of Inission AB shall have the right to acquire a maximum of 2,000 warrants. Board members who apply for the acquisition of warrants within the limits set out above, are guaranteed to acquire the number of warrants for which they apply (“guaranteed allotment”).
- Transfer of warrants shall be made at market value at the time of transfer. Calculation of the market value of the warrant shall be performed by an independent valuation institute using the Black & Scholes valuation model.
- Application for acquisition of warrants shall be made no later than June 18, 2026.
- Payment for allotted warrants shall be made no later than June 29, 2026.
- A prerequisite for the right to acquire warrants from the Subsidiary is that the entitled person, at the time of the acquisition, is a board member of Inission AB and has not resigned or been separated from the assignment.
C) Information on costs, dilution, impact on key figures, etc.
Costs
In light of the fact that the warrants are to be transferred at market value at the time of the transfer, the transfer of the warrants will entail any costs for the Company in the form of social security contributions or similar. The market value of the warrant is, according to a preliminary valuation based on a market value of the underlying share of SEK 56.40, SEK 13.34 per warrant, assuming a subscription price of SEK 67.85 per share, a volatility of 37.78 percent and a risk-free interest rate of 2.72 percent.
Costs in the form of fees to external advisors and costs for administration of the incentive program are estimated to amount to SEK 0.00. The total costs for incentive program 2026/2029:2 are thus estimated to amount to SEK 0 and provide a positive liquidity impact of SEK 0.82 million at full utilization.
Dilution and information on outstanding share-based incentive programs
As of the date of the proposal, there are 23,037,890 shares in the Company, of which 2,400,012 shares are of series A and 20,637,878 shares are of series B. Class A shares have ten votes and Class B shares have one vote. If the proposed issue under item A above is fully subscribed, all warrants are transferred to the members of the Board of Directors of Inission AB in accordance with what is stated in the proposal under item B above and all warrants are exercised for subscription of shares of series B, the number of shares and votes in the Company will increase by 10,000 (subject to any recalculation of the number of shares in accordance with the Terms and Conditions of Warrants), which corresponds to a dilution of approximately 0.05 percent of the number of outstanding shares and approximately 0.02 percent of the number of outstanding votes in the Company. As stated above in item 17, the Company currently has five corresponding outstanding share-based incentive programs named 2023/2026 of 17,900 shares, 2024/2027:1 of 26,200 shares, 2024/2027:2 of 3,000 shares, 2025/2028:1 of
37,500 shares, and 2025:2028:2 of 6,000 shares. All dilution effects have been calculated as the number of additional shares and votes in relation to the number of existing shares and additional shares and votes.
Impact on key ratios
The warrants are expected to have a marginal effect on the Company’s key ratios.
Preparation of the proposal
The proposal has been prepared by the principal shareholder in consultation with an external advisor.
Majority requirement
Decisions in accordance with the proposals under items A and B above are proposed to be adopted as a joint decision. A valid resolution in accordance with the proposals requires that the resolution is supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting.
DOCUMENTS FOR THE MEETING
Accounting documents, the auditor’s report, the Board’s complete proposal for resolutions and other documents required under the Swedish Companies Act will be available on the company’s website no later than Tuesday, April 7, 2026, www.inissiongroup.com
For more information:
Fredrik Berghel, CEO, Inission AB
+46 73 202 22 10
fredrik.berghel@inission.com
About Inission
Inission AB consists of two business areas under the brands Inission and Enedo.
Inission (EMS) is a contract manufacturer of industrial electronics and mechanics, offering services covering the entire product lifecycle — from development and design to industrialization, volume production, and aftermarket services. Enedo (OEM) develops, manufactures, and sells its own customized products and systems within power electronics.
Together, they strengthen our position in advanced electronics manufacturing and create new opportunities to deliver value to our customers. In 2025, total revenue amounted to SEK 2.2 billion with an average of 1,240 employees. Inission AB is listed on the Nasdaq Stockholm Main Market and operates in Sweden, Norway, Finland, Estonia, Lithuania, Italy, the USA, and Tunisia. Reports are available at: www.inissiongroup.com/en
Inission AB, Lantvärnsgatan 4, 652 21 Karlstad
Corporate ID: 556747–1890
This information was submitted for publication on April 1, 2026, at 22:30 CEST.