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Inify Laboratories AB — Proxy Solicitation & Information Statement 2025
Nov 12, 2025
6123_rns_2025-11-12_b8382d08-c6ba-4754-998f-4a0eca6b0dc3.pdf
Proxy Solicitation & Information Statement
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The English text is an unofficial translation of the notice to the Extraordinary General Meeting Inify Laboratories AB (publ), originally drafted in Swedish. In case of any discrepancies between the Swedish original and this translation, the Swedish version shall prevail.
Notice to Extraordinary General Meeting in Inify Laboratories AB (publ)
The shareholders of Inify Laboratories AB (publ), corporate registration number 559345-4431 ("Inify" or "the Company"), are hereby invited to attend the Extraordinary General Meeting on December 4, 2025 at 10:00 CET at Inify Laboratories AB's office, Scheeles väg 3, 171 65 Solna.
Right to participate and notification
Shareholders who wish to participate in the Extraordinary General Meeting with the right to vote shall be entered in the share register kept by Euroclear Sweden AB as of November 26, 2025.
Shareholders who wish to participate in the Extraordinary General Meeting must also give notice of attendance by e-mail to ir@inify.com by November 28, 2025 at the latest.
Nominee registered shares
A shareholder who has its shares registered with a nominee must, in order to be entitled to participate in the general meeting, have the shares registered in its own name through the nominee, so that the shareholder is registered in the share register kept by Euroclear Sweden AB on the record date of November 26, 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Registration of voting rights that have been requested by shareholders at such a time that the registration has been made by the relevant nominee no later than November 28, 2025 will be taken into account when preparing the register of shareholders.
Particular for shareholders registered at Norska Verdipapirsentralen (VPS)
- Shareholders registered at Norska Verdipapirsentralen (VPS) who are not registered at Euroclear Sweden AB, Sweden, and wish to be entitled to vote at the Extraordinary General Meeting must give notice of attendance to DNB Bank ASA at the latest on November 19, 2025, at 12:00 (noon) local time. The notice of attendance is made on a specific application form that is available on the Company's website and, upon request, will be sent by post to shareholders who so wish. The notice of attendance shall be sent to DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, N-0021 Oslo, or by e-mail to [email protected].
- DNB Bank ASA will temporarily record the shares at Euroclear Sweden AB in the name of the shareholder. Shareholders recorded at VPS must also, as described above, give notice of attendance to the Company in order to obtain the right to vote at the extraordinary general meeting.
Proposed agenda
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- Opening of the meeting
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- Election of a chairman of the meeting
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- Preparation and approval of the voting list
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- Approval of the agenda
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- Election of one or two persons to approve the minutes of the meeting.
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- Determination of whether the meeting was duly convened
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- Resolutions on directed share issues:
- a) To SB1 Markets AS for delivery to larger shareholders in the Company
- b) To SB1 Markets AS for delivery to other shareholders in the Company
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- Closing of the meeting
Resolution on directed share issues (item 7)
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The Board of Directors proposes that the Extraordinary General Meeting resolves to carry out a capital raise in accordance with items 7 (a) and (b) below.
The Board of Directors' proposal regarding the capital raise in accordance with items (a) and (b) below constitutes a combined proposal and shall be made as one resolution.
Item 7 (a)
The Board of Directors proposes that the Extraordinary General Meeting resolves on a directed issue of shares on the following terms:
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- The Company's share capital shall be increased by no more than SEK 1,697,548.748982 through the issue of no more than 26,266,866 new shares.
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- The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, be granted to SB1 Markets AS, reg. no. 992 999 101, for onward delivery to those shareholders who hold more than 1,000,000 shares in the Company and who have notified SB1 Markets AS, in accordance with the bank's instructions and terms and conditions, of their interest in receiving shares in the issue to a value of at least EUR 100,000 and, secondarily, to Auris AS and Monsun AS who have provided guarantees in the issue.
The reasons for the deviation from the shareholders' preferential rights are to reduce the Company's costs in connection with the share issue.
- The subscription price for the shares shall be the quota value of the shares, which is SEK 0.064627 per share. The shares shall be transferred to the shareholders at an offer price of NOK 3.5 per share.
The subscription price has been deemed appropriate by the Board of Directors, as the subscriber, SB1 Markets AS, will undertake in a separate agreement to pay an additional consideration once the shares have been paid for and delivered to the agreed investors on the settlement date.
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- Subscription for the new shares shall be made on a subscription list no later than 16 February 2025. The Board of Directors shall be entitled to postpone the last day for subscription.
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- Subscribed shares shall be paid in cash no later than 16 February 2025. The Board of Directors shall be entitled to postpone the last day for payment.
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- The new shares entitle to dividends for the first time on the record date for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office.
Item 7 (b)
The Board of Directors proposes that the Extraordinary General Meeting resolves on a directed issue of shares on the following terms:
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- The Company's share capital shall be increased by no more than SEK 148,936.993001 through the issue of no more than 2,304,563 new shares.
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- The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, be granted to SB1 Markets AS, reg. no. 992 999 101, for onward delivery to the shareholders who do not participate in the directed issue under 7 (a) and who hold less than 1,000,000 shares in the Company and who have notified SB1 Markets AS, in accordance with the bank's instructions and terms and conditions, of their interest in receiving shares in the issue and, secondarily, to Auris AS and Monsun AS who have provided guarantees in the issue.
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The reasons for the deviation from the shareholders' preferential rights are to reduce the Company's costs in connection with the share issue.
- The subscription price for the shares shall be is the quota value of the shares, which is SEK 0.064627 per share The shares shall be transferred to the shareholders at an offer price of NOK 3.5 per share.
The subscription price has been deemed appropriate by the Board of Directors, as the subscriber, SB1 Markets AS, will undertake in a separate agreement to pay an additional consideration once the shares have been paid for and delivered to the agreed investors on the settlement date.
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- Subscription for the new shares shall be made on a subscription list no later than 16 February 2025. The Board of Directors shall be entitled to postpone the last day for subscription.
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- Subscribed shares shall be paid in cash no later than 16 February 2026. The Board of Directors shall be entitled to postpone the last day for payment.
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- The new shares entitle to dividends for the first time on the record date for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office.
The CEO or the person appointed by him is authorised to make any minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Documents pursuant to Chapter 13. 6 of the Swedish Companies Act are provided separately with the proposal above.
Majority requirement
For a valid resolution under item 7, it must be supported by shareholders representing at least ninetenths (9/10) of both the votes cast and the shares represented at the Extraordinary General Meeting.
The number of shares and votes
The number of outstanding votes in the Company at the time of this notice amounts to a total of 78,903,416 divided into a total of 78,903,416 shares. The Company holds no own shares.
Other information
Shareholders are reminded of their right to request information from the Board of Directors and the CEO at the General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Personal data
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Solna in November 2025 Inify Laboratories AB (publ) The Board of Directors
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Anmälan om registrering inför extra bolagsstämma i Inify Laboratories AB (publ) den 4 december, 2025 / Application for registration before the Extraordinary General Meeting in Inify Laboratories AB (publ) on December 4, 2025
Aktieägare i Inify Laboratories AB (publ) noterade hos VPS Norge skall ha inkommit med anmälan om rösträttsregistrering enligt nedan senast den 19 november 2025 kl 12.00 lokal tid. Shareholders of Inify Laboratories AB (publ) registered with VPS Norway must apply for registration for voting purposes according to below by November 19, 2025, at 12:00 hours (noon) CET.
Returneras via e-post eller brev/To be returned by e-mail or mail
E-mail address: [email protected]
Adress/Address: DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, 0021 Oslo, Norway
| Antal aktier / Number of shares: |
|---|
| Telefonnummer under dagtid / Telephone No. Daytime: |
| Ort och datum / Place and Date: |
| Aktieägarens namnteckning (vid firmateckning, bifoga registreringsbevis) / Authorized signature (where a |
| company signature, please enclose list of authorized signatures): |
| Namnförtydligande / Name in block letters: |
| ☐Deltar personligen i stämman/ Will attend in person |
| ☐Företräds vid årsstämman genom ombud enligt nedanstående eller separat fullmakt / |
| Represented at the Extraordinary General Meeting by proxy holder as per details below or separate proxy |
| Fullmakt för (Observera att fullmakten måste dateras och undertecknas) / Proxy for (The proxy must be dated |
| and signed): |
| Ombudets namn / Name of proxy holder: |
| Utdelningsadress / Address: |
| Postnummer och ortnamn / Zip code and city: |
| Telefonnummer / Telephone No: |
| att vid den extra bolagsstämman i Inify Laboratories AB (publ), org.nr 559345-4431, den 4 december 2025 och |
| eventuell dag för fortsatt bolagsstämma företräda mig/oss och rösta för samtliga mina/våra aktier i bolaget. /as a proxy to represent me/us and to vote for all my/our shares in Inify Laboratories AB (publ), corporate |
| registration no. 559345-4431, at the Extraordinary General Meeting on December 4, 2025, and, as the case may |
| be, on any day for a continued shareholders' meeting |