Notice of Extraordinary General Meeting

OX2 AB (publ), Reg. No. 556675-7497, with its registered office in Stockholm, gives notice of the extraordinary general meeting to be held on 19 November 2024 at 10:00 (CET) at the premises of Advokatfirman Vinge on Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration to the general meeting starts at 09:50 (CET).

Right to participate in the extraordinary general meeting and notice of participation

A shareholder who wishes to participate in the general meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 11 November 2024, and (ii) no later than 13 November 2024 give notice by post to OX2 AB (publ), ”Extraordinary General Meeting”, Box 2299, SE-103 17 Stockholm, Sweden or via e-mail to ir@ox2.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(s) (maximum two assistants), 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.ox2.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 general meeting, 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 13 November 2024.

Nominee-registered shares

To be entitled to participate in the general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 11 November 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 13 November 2024 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the general meeting.
2. Election of chairperson of the general meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons who shall approve the minutes.
6. Determination of whether the general meeting has been duly convened.
7. Determination of the number of board members and election of board member.
8. Resolution on change of company category.
9. Resolution on amendments to the articles of association (items 9(a)-(b)).
10. Closing of the general meeting.

Proposed resolutions

Election of chairperson of the general meeting (item 2)

The board of directors proposes that Sofie Bjärtun, member of the Swedish Bar Association, is elected as chairperson of the extraordinary general meeting.

Determination of the number of board members and election of board member (item 7)

At the extraordinary general meeting on 11 October 2024, Xabier Etxeberria, Christoph Balzer, Guillermo Garcia-Barrero and Paul Stormoen were elected as new members of the board of directors and Xabier Etxeberria as chairman of the board of directors.

Otello BidCo AB now proposes that the board of directors shall consist of five ordinary board members, without alternate members of the board of directors, and that Monika Morawiecka is elected as a new board member for the period until the end of the next annual general meeting.

Resolution on change of company category (item 8)

The board of directors proposes that the extraordinary general meeting resolves to change the company's category from public to private.

Resolution on amendments to the articles of association (item 9)

Main proposal - item 9(a)

The resolution to amend the articles of association under this item 9(a) is conditional upon the extraordinary general meeting voting in favour of approving the board of directors' proposal for a resolution on change of company category under item 8 above.

The board of directors proposes that the current § 11 be removed. Consequently, the board of directors also proposes that the numbering of the current § 12 be changed to § 11 and that the current § 13 be changed to § 12. The board of directors also proposes that the extraordinary general meeting resolves on the following amendments to the articles of association.

Current wording § 1
The company's name is OX2 AB (publ).

Proposed wording § 1
The company's name is OX2 AB.

Current wording § 6
The company's board of directors shall consist of not less than three and not more than ten members without alternate members of the board of directors.

Proposed wording § 6
The company's board of directors shall consist of not less than one and not more than ten members with not more than ten alternate members of the board of directors. If the board consists of one or two members, at least one alternate member of the board of directors shall be appointed.

Current wording § 8
Notice of a general meeting shall be announced in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the company's website. It shall be announced in Svenska Dagbladet that a notice to a general meeting has been made.

Proposed wording § 8
Notice of a general meeting shall be given by letter by post or by e-mail or by announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar).

Notice of a general meeting shall be given no earlier than six and no later than two weeks before the meeting.

Current wording § 12
At the annual general meeting, the following matters shall be addressed.
(...)

(4) Election of one or two persons to approve the minutes
(...)

Proposed wording § 12
At the annual general meeting the following matters shall be addressed.

(...)

(4) Where applicable, election of one or two persons to approve the minutes
(...)

Alternative proposal - item 9(b)

If the proposal in item 8 above does not receive the required majority, the board of directors proposes that the extraordinary general meeting resolves to remove the current § 11 of the articles of association. Consequently, the board of directors also propose that the numbering of the current § 12 is changed to § 11 and that the current § 13 is changed to § 12.

Proposed wording § 8
Notice of a general meeting shall be announced in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar). It shall be announced in Svenska Dagbladet that a notice to a general meeting has been made.

Current wording § 12
At the annual general meeting, the following matters shall be addressed.
(...)

(4) Election of one or two persons to approve the minutes
(...)
Proposed wording § 12
At the annual general meeting the following matters shall be addressed.

(...)

(4) Where applicable, election of one or two persons to approve the minutes
(...)

Special majority requirements

A valid resolution under item 8 above requires that the resolution is supported by all shareholders present at the general meeting and where such shareholders together represent not less than nine-tenths of all shares in the company. A valid resolution under item 9 above requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Shareholders’ right to obtain information

Shareholders are reminded of their right to, at the general meeting, obtain information from the board of directors and the chief executive officer in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Number of shares and votes

As of the date of this notice, there is a total of 272,517,586 shares and votes in OX2 AB (publ). As of the date of this notice, the company holds no shares.

Documentation

The board of directors’ complete proposals are available at the company’s office at Lilla Nygatan 1, SE-111 28 Stockholm, Sweden, and on the company´s website www.ox2.com, no later than two weeks before the general meeting. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address. Such a request can be sent to OX2 AB (publ), “Extraordinary General Meeting”, Box 2299, SE-103 17 Stockholm, Sweden or by e-mail to ir@ox2.com.

Processing of personal data

For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website:

www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.