The shareholders of Gapwaves AB (publ), reg. no. 556840-2829, (“Gapwaves” or the “Company”) are hereby given notice to attend the Extraordinary General Meeting to be held on Tuesday, 10 November 2026 at 9.30 a.m. (CET) at MAQS Advokatbyrå AB’s premises at Masthamnsgatan 13 in Gothenburg, Sweden.
Exercising voting rights at the general meeting
Any shareholder wishing to participate at the general meeting must:
(i) be entered in the share register kept by Euroclear Nordics AB as per Monday, 2 November 2026; and
(ii) have registered their intention to participate in the general meeting to the Company in accordance with the instructions under the heading “Notification of participation in person or by proxy”, in such time that the notification is received by the Company no later than Wednesday, 4 November 2026.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to be entitled to exercise their voting rights at the general meeting, both give notice of their intention to participate at the general meeting and request that the shares be temporarily registered for voting rights in their own name in the share register at Euroclear Nordics AB. Such registration must be effected no later than on Wednesday, 4 November 2026 and, thus, the shareholder should provide notice to the nominee thereof in due time before that date. Voting rights registrations requested by a shareholder in such time that the voting rights registration has been effected by the nominee no later than on Wednesday, 4 November 2026, will be considered at the presentation of the share register.
Notification of participation in person or by proxy
Shareholders wishing to attend the general meeting in person or by proxy shall notify the Company no later than Wednesday, 4 November 2026, either:
- by post to Gapwaves AB (publ), Nellickevägen 22, 412 63 Gothenburg, Sweden (mark the envelope “EGM 2026”); or
- by e-mail to investors@gapwaves.com.
The notice must include the shareholder’s full name, personal identification number or corporate identification number, shareholding, address, daytime telephone number and, when applicable, information regarding number of attendees (maximum two). The notice shall, where applicable, be accompanied by power of attorney, registration certificate, and other authorization documents.
Anyone who does not wish to attend in person may exercise their right at the general meeting by proxy with a written, signed, and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent document of authorization for the legal entity must be attached.
To facilitate access to the general meeting powers of attorney, registration certificates, and other authorization documents should be received by the Company at the address Gapwaves AB (publ), Nellickevägen 22, 412 63 Gothenburg, Sweden, well in advance of the general meeting and preferably no later than Wednesday, 4 November 2026.
Please note that the notification of participation at the general meeting shall take place even if a shareholder wishes to exercise its rights at the general meeting by proxy. Submission of power of attorney does not constitute a valid notification to the general meeting.
A power of attorney form will be available on the Company’s website, www.gapwaves.com.
Items at the general meeting
Proposed agenda:
- Opening of the general meeting
- Election of chairperson of the general meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting register
- Determination of whether the general meeting has been duly convened
- Approval of the agenda
- Resolution regarding authorization for the Board of Directors to issue shares and/or warrants
- Resolution regarding adjustment authorization
- Closing of the general meeting
Proposed resolutions by the Board of Directors
2. Election of chairperson of the general meeting
The Board of Directors proposes that lawyer Eric Ehrencrona, at MAQS Advokatbyrå AB, or, in the event of an impediment, the person appointed by the Board of Directors instead be elected as the chairperson of the general meeting.
7. Resolution regarding authorization for the Board of Directors to issue shares and/or warrants
On 22 October 2026, the Company announced that the Board of Directors has the intention to resolve on a rights issue of units, consisting of shares of series B and warrants, raising total issue proceeds of approximately SEK 62.5 million (the “Rights Issue”), by virtue of the authorization from the general meeting.
The Board of Directors proposes that the general meeting resolves to authorize the Board of Directors, until the next Annual General Meeting, on one or several occasions, with or without the preferential right of the shareholders, within the limits set out in the Articles of Association, to resolve on issues of new shares of series B and/or warrants with an accompanying right to subscribe for shares of series B, corresponding to a total dilution of a maximum of 27 per cent of the Company’s share capital as of the day of the general meeting, for payment in cash, through set-off or issue in kind. The warrants may be issued free of charge.
The purpose of the authorization is to enable the Rights Issue. The reason the Board of Directors shall be able to resolve on issues without preferential rights for the shareholders in accordance with the above is to be able to issue shares and/or warrants as guarantee commission to those who have entered into guarantee undertakings with the Company to secure the Rights Issue. If the Board of Directors deems it appropriate to enable delivery of shares in connection with an issue in accordance with the above, this can be done at a subscription price corresponding to the quotient value of the shares.
For a valid resolution in accordance with this item, the approval of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting is required.
8. Resolution regarding adjustment authorization
The Board of Directors, the CEO, or the person appointed by the Board of Directors shall be authorized to make such minor amendments and clarifications of the resolution by the general meeting that may prove necessary in connection with registration of the resolutions.
Number of shares and votes
The total number of shares in the Company at the time of issuance of this notice is 36,337,348, of which 7,617,500 are shares of series A with ten votes each and 28,719,848 are shares of series B with one vote each, which corresponds to a total of 104,894,848 votes. The Company holds no own shares.
Other
Power of attorney forms and complete proposals for resolutions with adhering documents will be made available no later than two weeks prior to the general meeting. The notice and documents as above will be made available at the Company on Nellickevägen 22, 412 63 Gothenburg, Sweden and on the Company’s website, www.gapwaves.com, and will be sent to shareholders who request it and provide their e-mail or postal address. The Extraordinary General Meeting’s shareholder register is available at the Company’s office at the above address.
The shareholders are reminded of the right to, at the Extraordinary General Meeting, request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
Personal data retrieved from the share register maintained by Euroclear Nordics AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in October 2026
The Board of Directors of Gapwaves AB (publ)
