The shareholders in Mentice AB, reg. no. 556556-4241, (the “Company”), are hereby invited to attend the extraordinary shareholders’ meeting to be held
The shareholders in Mentice AB, reg. no. 556556-4241, (the “Company”), are hereby invited to attend the extraordinary shareholders’ meeting to be held on February 26, 2026 at 16.00 CET at the premises of Setterwalls Advokatbyrå at Sankt Eriksgatan 5, 411 05 Gothenburg.
Right to participate and notice
Only shareholders who are recorded in their own name in the Company’s share ledger kept by Euroclear Sweden AB (The Swedish Central Securities Depository Euroclear Sweden AB) as of February 18, 2026 have the right to participate in the shareholders’ meeting. Shareholders also ought to have given notice no later than on February 20, 2026, to the Company of their intent to participate.
Notice of intent to participate in the extraordinary shareholders’ meeting can be given in writing to Mentice AB, att: Mentice AB, Extraordinary Shareholders’ Meeting, Odinsgatan 10, SE 411 03 Gothenburg, or by e-mail to mentice@setterwalls.se.
The notice ought to specify the shareholder’s name, personal identity or company registration number, address, telephone number and, where applicable, the names of any assistants (maximum two), the name and personal number of any proxy, or the name and personal number of any representative.
Trustee-registered shares
In order to be entitled to participate in the meeting, shareholders whose shares are trustee-registered must temporarily register their shares in their own names. Shareholders that wish to execute such registration must well in advance before February 20, 2026, notify their trustee. The registration must be executed with Euroclear Sweden AB on February 20, 2026.
Proxies
Shareholder who intends to participate by proxy must provide the proxy with a written and dated power of attorney signed by the shareholder in original to the meeting. If the power of attorney is issued by a legal entity, the registration certificate of the legal entity (Sw. registreringsbevis) or similar document of authorization for the legal entity need to be brought as well. The documents brought forward may not be dated longer than one year back. However, the validity period for the power of attorney might be longer, but no more than five years from the date of issuance. Power of attorney-templates can be found at the Company’s webpage www.mentice.com. To order a power of attorney the same address and e-mail as the notice to the extraordinary shareholders’ meeting can be used.
In order to facilitate registration, power of attorney and documents of authorization should be at hand for the Company at the abovementioned address on February 20, 2026, at the latest.
Proposed agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the register of voters
4. Election of one or two persons to confirm the minutes
5. Consideration of whether the meeting has been properly convened
6. Approval of the agenda
7. Resolution on the number of board members
8. Election of board members
9. Election of chairman of the board
10. Closing of the meeting
Resolution proposals
Item 2: It is proposed that lawyer Erik Thimfors, Setterwalls Advokatbyrå, or whomever he appoints in his place, shall be appointed chairman of the meeting.
Item 7: In accordance with the board of directors’ proposal, it is proposed that the Company's board of directors shall consist of four ordinary members elected by the shareholders’ meeting, without deputies.
Item 8: In accordance with the board of directors’ proposal, it is proposed that board members Johann Koss, Lawrence D. Howell and Denis Gestin be re-elected as board members while David Ballard, Eola Änggård Runsten and Magnus Nilsson have chosen to resign as board members. It is further proposed that Göran Malmberg be elected, for the period until the next annual shareholders’ meeting, as new board member of the Company. It is thus proposed that the board of directors consist of Johann Koss, Lawrence D. Howell, Denis Gestin and Göran Malmberg.
Item 9: It is proposed that Göran Malmberg be appointed as chairman of the board.
Number of shares and votes
As of the date of this notice the total amount of shares in the Company is 28,125,735 and the total amount of votes in the Company is 28,125,735. The Company does not own any treasury shares.
Majority requirements
Resolutions on items that are not an election require that at least half of the votes cast as well as the votes represented at the meeting. In an election the person receiving the most votes shall be considered elected. In the event of a tie, the election shall be resolved by drawing lots, if not, prior to the election, the meeting has resolved that a new vote shall be carried out in the event of a tie.
Meeting documents
The complete proposals for resolutions are available for the shareholders at the Company’s website www.mentice.com, at the Company address Odinsgatan 10, SE 411 03 Gothenburg, and will be sent free of charge to shareholders upon their request to the Company, provided that such shareholders state their current address.
Questions
The shareholders have been informed of their right according to chapter 7, section 32, Swedish Companies Act (2005:551) to at the meeting demand information from the board of directors and the chief executive about relations that can impact the assessment of an item on the agenda.
Processing of personal data
For information regarding the processing of your personal data, please check: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
__________________________
Gothenburg, February 2026
The board of directors in Mentice AB
To always stay on top within the field of medical simulation and its development subscribe to our news and resource list
More from Mentice