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:
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
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.
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.
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.
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
| 26 August 2026 | Extraordinary General Meeting. |
| 28 October 2026 | Application for delisting submitted to Nasdaq Stockholm (at the earliest three (3) months from 27 July 2026). |
| October/November 2026 | Nasdaq Stockholm approves the delisting and announces the last day of trading. The Company publishes a press release regarding the last day of trading. |
| November 2026 | Expected last day of trading in the Company's shares on Nasdaq First North Growth Market (preliminary two (2) weeks after Nasdaq Stockholm has resolved on 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