Notice to attend Annual General Meeting in Anoto Group AB (publ)

The shareholders of Anoto Group AB (publ) (the “Company”) are hereby invited to attend the Annual General Meeting (the “AGM”) to be held on Friday, 31 July 2026 at 10:00 a.m. at the premises of Setterwalls Advokatbyrå, Sturegatan 10 in Stockholm, Sweden.

Notification of participation

Shareholders wishing to attend the AGM must:

• be entered as shareholders in the share register maintained by Euroclear Sweden AB no later than on Thursday, 23 July 2026, and
• notify the Company of their intention to participate no later than on Monday, 27 July 2026.

Attendance is to be notified by email to Eric.Torstensson@setterwalls.se. The notification should state name, social security number/corporate identification number and registered number of shares. To facilitate admittance to the AGM, proxies, registration certificates and other authorisation documents should be submitted by email to Eric.Torstensson@setterwalls.se no later than Monday, 27 July 2026. The Company provides proxy forms on the Company’s web page www.anoto.com.

To be entitled to participate at the AGM, shareholders who have had their shares registered through nominees (Sw. förvaltare) must, in addition to notifying the Company of their intention to participate at the AGM, have their shares registered in their own name so that the shareholder is entered into the share register per the record date above. Such registration may be temporary (so-called voting rights registration) (Sw. rösträttsregistrering) and is requested with the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made no later than the notification deadline are considered when preparing the share register.

Proxies

If shareholders wish to attend the AGM through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the notification. The power of attorney form is available on the Company’s website www.anoto.com.  If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be enclosed along with the notification. 

Proposed agenda

1. Opening of the Meeting and election of Chairman
2. Preparation and approval of voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the Meeting has been duly convened
6. Presentation of the Annual Report and the Auditor’s Report and the consolidated Annual Report and consolidated Auditor’s Report
7. Resolution on

1. adoption of the Income Statement and the Balance Sheet, and the consolidated Income Statement and consolidated Balance Sheet
2. appropriation of the Company’s profit or loss pursuant to the adopted Balance Sheet
3. discharge for liability of the Board members and the Chief Executive Officer

8. Determination of the number of Board members and auditors
9. Determination of remuneration for the Board members and the auditors
10. Election of Board members, Chairman of the Board of Directors and auditor
11. Resolution on approval of the remuneration report
12. Resolution to amend the articles of association including rename the Company INQ Group AB
13. Resolution regarding ratification of the Amended and Restated Secured Convertible Agreement and the participation of board members therein
14. Resolution regarding new articles of association, reduction of share capital and issuance of new shares

1. Adoption of new articles of association
2. Reduction of the share capital without redemption of shares
3. Authorisation for the Board of Directors to resolve on the issue of new shares to enable conversion under the Amended and Restated Secured Convertible Agreement
4. Directed issue of new shares with payment by set-off to directors and employees
5. Authorisation for the Board of Directors to issue new shares by way of directed issue and/or rights issue
6. Bonus issue to restore the share capital
7. Reduction of the share capital without redemption of shares to restore the quota value

15. Resolution on a long-term incentive program (LTIP 2026) for the management team and other key employees
16. Resolution to implement an incentive scheme for Chairman of the Board of Directors
17. Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares
18. Resolution to authorise the Board of Directors to resolve on repurchase of Series C shares and transfer of ordinary shares to participants under incentive programs
19. Resolution on amendment of the articles of association to enable consolidation of shares
20. Resolution on consolidation of shares (reverse split 1:100)
21. Closing of the Meeting

Proposals

Opening of the Meeting and election of Chairman (item 1)

Achilles Capital AB, Stolkin Helicopters Ltd. and Mark Stolkin (the "Principal Shareholders "), propose that Jörgen S. Axelsson be elected as Chairman of the Meeting.

Resolution on appropriation of the Company’s profit or loss pursuant to the adopted Balance Sheet (item 7b)

The Board of Directors proposes that the AGM shall resolve not to distribute any dividends for the financial year 2025 and the distributable profits are carried forward. 

Determination of the number of Board members and auditors (item 8)

The Principal Shareholders propose that the Board of Directors shall consist of five members elected by the General Meeting, with no deputy members.

Determination of remuneration for the Board members and the auditors (item 9)

The Principal Shareholders propose that the total remuneration to the Board of Directors shall amount to SEK 2,100,000, of which SEK 900,000 shall be paid to the Chairman of the Board and SEK 300,000 to each of the other Board members elected by the General Meeting who are not employed by the Group.

The Principal Shareholders also propose that the auditor’s fee shall be paid in accordance with approved invoices.

Election of Board members, Chairman of the Board of Directors and auditor (item 10)

For the period until the end of the next Annual General Meeting, The Principal Shareholders propose the re-election of Kevin Adeson, Alexander Fällström, Gary Stolkin, and Adrian Weller as members of the Board of Directors, and the election of Erik Fällström. The Principal Shareholders further propose the re-election of Kevin Adeson as Chairman of the Board.

The Principal Shareholders propose that the registered audit firm BDO Mälardalen AB be re-elected as the Company’s auditor for the period until the end of the next Annual General Meeting.

Resolution on approval of the remuneration report (item 11)

The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act (2005:551).

Resolution to amend the articles of association including rename the Company INQ Group AB (item 12)

The Board of Directors proposes that the AGM resolves to amend § 1 of the Company’s articles of association to change the Company’s registered name from Anoto Group AB to INQ Group AB (publ).

The Board of Directors further proposes that the AGM resolves to amend the limits on the share capital (§ 4) and the number of shares (§ 5) in the articles of association as follows: The share capital limits set out in § 4 of the articles of association are changed to not less than SEK 130,000,000 and not more than SEK 520,000,000. The limits on number of shares set out in § 5 of the articles of association are changed to not less than 1,000,000,000 and not more than 4,000,000,000.

A valid resolution under this item 12 requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Resolution regarding ratification of the Amended and Restated Secured Convertible Agreement and the participation of board members therein (item 13)

Background

As publicly announced on 26 February 2026, the Board of Directors resolved to approve the terms of an amended and restated convertible loan agreement (the “Amended and Restated Secured Convertible Agreement”), amending and restating the convertible loan agreement originally dated 9 October 2025 (the “Original Agreement”) to which the Company is borrower and Achilles Capital AB (formerly DDM Debt AB), Mark Stolkin and Machroes Holdings Limited are lenders (together, the “Original Lenders”).

The Amended and Restated Secured Convertible Agreement provides for a secured convertible loan facility of up to USD 5,300,000 divided into multiple tranches, of which 3,300,000 USD have been funded. Subscriptions under the tranches have been or will be effected by a combination of: (a) new and existing lenders by way of cash payment; and (b) subscriptions by way of set-off against certain accrued and unpaid employee and contractor salary payments, accrued and unpaid directors’ fees, and amounts payable under a key-person retention bonus scheme.

The loan facility itself does not require shareholder approval. Shareholder approval is required specifically to enable the conversion of the outstanding convertible notes into ordinary shares in the Company. The contractual conversion price is SEK 0.06 per share for the tranches funded prior to the new tranche described above and SEK 0.12 per share for the new tranche entered into on 8 June 2026. Conversion requires: (i) a reduction in the quota value of the Company’s shares to SEK 0.06, being the lowest contractual conversion price per share and therefore sufficient to enable conversion at both conversion prices; and (ii) an authorisation for the Board of Directors to issue sufficient new shares to satisfy conversion in full. Both of those requirements are addressed in the package resolution under item 14. Without the approvals under item 14, lenders will not be able to exercise their conversion rights.

To the extent that conversion under the Amended and Restated Secured Convertible Agreement involves the issue of shares to members of the Board of Directors or employees of the Company or another company within the same group who have subscribed for convertible notes by way of set-off against certain accrued and unpaid employee and contractor salary payments, accrued and unpaid directors’ fees, and amounts payable under a key-person retention bonus scheme, the issue is directed to the category of persons covered by Chapter 16 of the Swedish Companies Act (2005:551), which applies to issues of shares, warrants and convertibles in public companies that are directed to, among others, board members and deputy board members, the managing director and deputy managing director, and other employees of the issuing company or another company within the same group. A resolution covered by Chapter 16 is valid only if it is supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting.

In addition, shareholder approval is required to ratify the participation of members of the Board of Directors as lenders under the Amended and Restated Secured Convertible Agreement and to resolve the conflict of interest arising therefrom.

Conflict of interest

Certain members of the Board of Directors have participated in the Amended and Restated Secured Convertible Agreement as lenders, whether by way of cash subscription and/or by way of set-off of accrued and unpaid directors’ fees. The individual amounts set off by each participating director are as follows:

Director                       Accrued Directors’ Fees and other Compensation (USD)

Kevin Adeson                USD 287,931

Alexander Fällström      USD 62,644

Gary Stolkin                  USD 62,644

Adrian Weller                USD 168,909

Matthew Doerner          USD 32,269

Total                              USD 614,397

As each participating director holds a direct personal financial interest in their own participation in the Amended and Restated Secured Convertible Agreement, all members of the Board of Directors were conflicted in relation to the Board’s resolution to approve the individual director participations in the Amended and Restated Secured Convertible Agreement, within the meaning of Chapter 8, Section 23 of the Swedish Companies Act (2005:551). The Board of Directors expressly acknowledged this conflict of interest at its meeting of 26 February 2026 and resolved to seek shareholder ratification at this AGM.

Proposal

It is proposed that the AGM resolves to specifically approve and ratify the participation of each of the directors set out in the table above in the Amended and Restated Secured Convertible Agreement as lenders, including their respective subscriptions effected by set-off of accrued and unpaid directors’ fees, on terms no less favourable to the Company than those applicable to non-conflicted participants, and confirm that such participations are in the best interests of the Company.

Resolution regarding new articles of association, reduction of share capital and issuance of new shares (item 14)

The Board of Directors proposes that the AGM adopts the following resolutions as a single indivisible package. The resolutions under items 14(a) through 14(g) are interdependent and shall be adopted together or not at all. None of the individual sub-resolutions shall take effect unless all sub-resolutions are passed.

Adoption of new articles of association (item 14(a))

The Board of Directors proposes that the AGM resolves to adopt new articles of association. The amendments are consequential upon the reduction of the share capital under 14(b), by which the share quota value is reduced from SEK 0.13 to SEK 0.06 per share, and are required to ensure that the share capital limits and share count limits in the articles of association are consistent with the Company’s share capital structure following the transactions contemplated at this AGM. Accordingly, the share capital limits adopted under item 12 (which are based on a quota value of SEK 0.13) are amended under this item to reflect the reduced quota value of SEK 0.06. The share capital limits set out in § 4 of the articles of association are changed to not less than SEK 60,000,000 and not more than SEK 240,000,000.

A valid resolution under this item 14(a) requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Reduction of the share capital without redemption of shares (item 14(b))

The Board of Directors proposes that the AGM resolves to reduce the Company’s share capital by SEK 77,165,392.71. The reduction shall be made without redemption of shares by changing the share quota value from SEK 0.13 to SEK 0.06 per share. The reduction amount shall be allocated to a non-restricted reserve to be used in accordance with the shareholders’ resolution.

The reduction is carried out in order to reduce the quota value of the shares to SEK 0.06 and thereby enable the issue of new shares at a subscription price of SEK 0.06 per share to satisfy conversion under the Amended and Restated Secured Convertible Agreement pursuant to 14(c), the directed set-off issue pursuant to 14(d) and the issue of new shares pursuant to 14(e). The reduction forms part of a single coordinated sequence of transactions comprising: (i) the reduction of the share capital by changing the quota value to SEK 0.06 under this item 14(b); (ii) the issue of new shares pursuant to 14(c), 14(d) and/or 14(e); (iii) the bonus issue to restore the share capital pursuant to 14(f); and (iv) the reduction of the share capital pursuant to 14(g), such that the net effect of the reduction, issuance, restoration and further reduction is no permanent decrease in the Company’s share capital.

The resolution to reduce the share capital under this item 14(b) is conditional upon the issues of new shares under 14(c), 14(d) and 14(e) and the bonus issue under 14(f), together entailing an increase of the share capital by at least the reduction amount, being registered with the Swedish Companies Registration Office, and upon the reduction under this item 14(b), the share issues under 14(c), 14(d) and 14(e), the bonus issue under 14(f) and the reduction under 14(g) together not resulting in a decrease in the Company’s share capital.

A valid resolution under this item 14(b) requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Authorisation for the Board of Directors to resolve on the issue of new shares to enable conversion under the Amended and Restated Secured Convertible Agreement (item 14(c))

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve, on one or more occasions, to issue new ordinary shares with deviation from the shareholders’ preferential rights, in order to enable holders of convertible notes issued under the Amended and Restated Secured Convertible Agreement to convert their notes into ordinary shares in the Company. Payment for the new shares shall be made by way of set-off of the claim represented by the relevant convertible note.

The authorisation may be exercised on one or more occasions during a period of four (4) months from the date of the Annual General Meeting 2026. The Board of Directors shall be entitled to determine the subscription price (corresponding to the contractual conversion price of the relevant note) and all other terms and conditions of the issue.

The reason for the deviation from shareholders’ preferential rights is to fulfil the Company’s existing, publicly announced contractual obligations to convertible note holders and to enable conversion of debt into equity, thereby strengthening the Company’s balance sheet.

A valid resolution under this item 14(c) requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Directed issue of new shares with payment by set-off to directors and employees (item 14(d))

The Principal Shareholders propose that the AGM resolves on a directed issue of a maximum of 206,046,477 new ordinary shares, with deviation from the shareholders’ preferential rights. The right to subscribe for the new shares shall accrue only to those members of the Board of Directors and employees of the Company or another company within the same group who hold claims against the Company under the Amended and Restated Secured Convertible Agreement, being the persons and amounts set out in the table below. The subscription price shall be SEK 0.06 per share for Tranches 1-5 and SEK 0.12 for Tranche 6, applying a fixed exchange rate of SEK/USD 9.05 to claims denominated in USD.

Payment for the new shares shall be made solely by way of set-off of the relevant subscriber’s claim against the Company under the Amended and Restated Secured Convertible Agreement. Subscription and payment by set-off shall be made within four (4) months from the date of the Annual General Meeting 2026, with the Board of Directors entitled to extend the subscription and payment period. The new shares shall entitle to dividends for the first time on the first record date for dividends occurring after the registration of the new shares with the Swedish Companies Registration Office.

The reason for the deviation from the shareholders’ preferential rights is to enable the relevant directors and employees to convert their existing claims against the Company under the Amended and Restated Secured Convertible Agreement into ordinary shares, thereby fulfilling the Company’s contractual obligations to those lenders and strengthening the Company’s balance sheet by converting debt into equity. The basis for the subscription price is the contractual conversion price agreed under the Amended and Restated Secured Convertible Agreement, being SEK 0.06 per share for Tranches 1-5 and SEK 0.12 per share for Tranche 6 at a fixed exchange rate of SEK/USD 9.05.

As the new shares are issued to members of the Board of Directors and employees of the Company or another company within the same group, the issue is directed to the category of persons covered by Chapter 16 of the Swedish Companies Act (2005:551). A resolution under this item 14(d) is therefore valid only if it is supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the AGM.

Authorisation for the Board of Directors to issue new shares by way of directed issue and/or rights issue (item 14(e))

The Board of Directors proposes that the AGM authorises the Board of Directors to resolve, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, payment in kind or by way of set-off, to issue new ordinary shares by way of directed issue and/or rights issue. The aggregate number of new shares issuable under this authorisation shall not exceed 390,000,000, corresponding to approximately twenty (20) per cent of the total number of shares in the Company following full conversion under items 14(c) and 14(d), i.e. current shares plus maximum conversion shares.

The basis for the issue price shall be the prevailing market conditions at the time of the issue. The purpose of this authorisation and the reason for any deviation from the shareholders’ preferential rights is to increase the Company’s flexibility to finance its ongoing operations and at the same time broaden and strengthen the Company’s shareholder base with strategic or long-term investors.

A valid resolution under this item 14(e) requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM. This authorisation is separate from and does not limit the conversion authorisation under 14(c).

Bonus issue to restore the share capital (item 14(f))

The Board of Directors proposes that the AGM resolves to carry out a bonus issue, without the issue of new shares, increasing the Company’s share capital by an amount corresponding to the reduction of the share capital under 14(b), being SEK 77,165,392.71, by transfer from the Company’s non-restricted equity. The purpose of the bonus issue is to restore the share capital following the reduction under 14(b), such that the reduction, the share issues under 14(c), 14(d) and 14(e) and this bonus issue together do not result in a permanent decrease in the Company’s share capital. The resolution is conditional upon the AGM resolving in accordance with items 14(a)–14(e) and 14(g).

Reduction of the share capital without redemption of shares to restore the quota value (item 14(g))

The Board of Directors proposes that the AGM resolves to reduce the Company’s share capital, without redemption of shares, by an amount corresponding to the increase in the share capital pursuant to the share issues under 14(c), 14(d) and 14(e) and the bonus issue under 14(f), less the minimum amount required for the share quota value after the reduction to correspond to a whole number of öre. The reduction shall be made by changing the share quota value, and the reduction amount shall be allocated to a non-restricted reserve to be used in accordance with the shareholders’ resolution. The reduction under this item 14(g) is conditional upon the AGM resolving in accordance with items 14(a)–14(f), and upon the reduction under 14(b), the share issues under 14(c), 14(d) and 14(e), the bonus issue under 14(f) and this reduction together not resulting in a decrease in the Company’s share capital.

A valid resolution under this item 14(g) requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Resolution on a long-term incentive program (LTIP 2026) for the management team and other key employees (item 15)

For the purpose of improving the opportunity for retaining and recruiting competent personnel to the Anoto group (the “Group”) and increasing the motivation amongst the members of the management team, the Board of Directors proposes that the AGM resolves to introduce a long-term incentive program (“LTIP 2026”) for members of the management team and other key employees. Board members shall not be entitled to participate in LTIP 2026.

General

LTIP 2026 consists of stock options intended for members of the management team of the Company and other key employees (also including consultants) (the “Stock Options”). To implement LTIP 2026 in a cost-effective and flexible manner, the Board of Directors proposes that the obligations of the Company to deliver shares under the Stock Options are secured by an authorisation for the Board of Directors to resolve upon issue, repurchase and transfer of Series C shares, which thereafter can be converted into ordinary shares. The Board of Directors’ proposal for the authorisation to issue and repurchase Series C shares as well as transfer of ordinary shares under the LTIP 2026 is set out in items 17 and 18 below.

Dilution effects

The Board of Directors proposes that LTIP 2026 shall consist of a maximum of 166,184,777 new Stock Options entitling to purchase of the same number of ordinary shares in the Company, corresponding to approximately 6.5 per cent of the share capital and votes in the Company after dilution, also taking into account the shares that may be issued upon conversion of the Company’s outstanding convertible debt.

The Company’s existing share-based incentive programs for employees of the Group are described in the Annual Report for 2025, Note 30, comprising 13,466,667 outstanding stock options as at 31 December 2025 with exercise prices between SEK 0.81 and 1.06. In addition, 275,000,000 stock options under LTIP 2025 have been allotted to employees and consultants after the Annual Report was issued, with an exercise price of not less than SEK 0.12 and not more than SEK 0.18 per share.

Distribution of the Stock Options

Stock Options can only be allotted to the Group’s current and future members of the management team and other key employees (also including consultants). The Stock Options shall be granted to the participants free of charge and may not be transferred or pledged, except that the Board of Directors may allow for the transfer of Stock Options to a family trust or equivalent entity.

The Stock Options vest over three years from the vesting commencement date, with one third vesting on each of the first, second and third anniversaries. A participant must therefore remain within the Group for three years for all Stock Options to vest.

Each Stock Option entitles the employee or consultant to acquire one ordinary share of the Company during the period commencing on the third anniversary of grant date and ending on the sixth anniversary of the grant date at an exercise price corresponding to 150 percent of the average closing  share price for the Company’s share on Nasdaq Stockholm for a period of 120 days prior to the AGM.

Conversion due to split, aggregation, new issue etc.

The exercise price and the number of shares that each Stock Option entitle to purchase shall be recalculated in the event of a share split, reverse share split, preferential share issue, extraordinary dividend, etc. in accordance with Swedish market practice.

Overall Terms

Within the framework of the resolved terms and conditions and guidelines, the Board of Directors shall be responsible to prepare the more detailed terms and conditions of LTIP 2026. The Board of Directors shall have the right to adjust the terms and conditions of LTIP 2026 if significant changes occur within the Group’s structure or in its market, which means that the terms and conditions for exercising the Stock Options are no longer appropriate. Furthermore, for special reasons, the Board of Directors may decide that Stock Options may be retained and utilised, as applicable, despite the termination of employment or consultancy agreement within the Group, for example due to illness.

Expenses for LTIP 2026

The Stock Options are expected to result in tax at employment income rates for the participants and will be accounted for in accordance with IFRS 2, which stipulates that the Stock Options will be recorded as personnel expenses during the vesting period.

Preparation of the proposal

LTIP 2026 has been prepared by the Board of Directors together with external advisors. LTIP 2026 has been reviewed by the Board of Directors during the second quarter of 2026.

The rationale for the proposal

The rationale for the proposal for LTIP 2026 is to improve the conditions for retaining and recruiting competent personnel to the Group and increasing the motivation of the members of the management team. Furthermore, more visible opportunities are established for long-term participation in the Group’s operations and in reaching the Company’s overall targets. The Board of Directors is of the opinion that the introduction of LTIP 2026 as described above benefits the Group and the Company’s shareholders.

Conditions

The resolution to implement LTIP 2026 in accordance with this item 15 is conditional upon the AGM resolving in accordance with the proposal for issue and repurchase of Series C shares and transfer of ordinary shares pursuant to items 17 and 18 below.

Resolution to implement an incentive scheme for Chairman of the Board of Directors (item 16)

The Principal Shareholders propose that the AGM resolves to adopt an incentive scheme for the Chairman of the Board of Directors of the Company.

The purpose of the incentive scheme is to enhance the Company’s ability to attract, retain and motivate management who are expected to make important contributions to the Company and by providing the Chairman with equity ownership opportunities that are intended to better align the interests of the Chairman with those of the shareholders of the Company. The Principal Shareholders consider that the adoption of the incentive program as described herein is in the favour of the Group and the shareholders of the Company.

The proposed incentive program means that the Chairman, Kevin Adeson, will be granted stock options free of charge. The program comprises a maximum of 76,700,666 stock options entitling to the purchase of the same number of ordinary shares in the Company, representing approximately 3.0 per cent of the share capital and votes in the Company after dilution, also taking into account the shares that may be issued upon conversion of the Company’s outstanding convertible debt and the shares that may be issued under the Company’s outstanding incentive programs.

The options granted to the Chairman vest over three years from the vesting commencement date to match the LTIP 2026, with one third vesting on each of the first, second and third anniversaries. The options may not be exercised unless the Chairman, at the time he or she exercises the options, is, and has been at all times since the date of grant of the options, appointed Chairman of the Board of Directors of the Company or any company of which the Company holds at least 20 per cent of the votes for all the shares or the Company’s subsidiary or the Company with one or more subsidiaries or several subsidiaries together holds at least 20 per cent of the votes.

In addition to the options described above, the Chairman shall be granted a further 76,700,666 stock options on the same terms as the other options under this item 16, including as to exercise price and term, save as set out in this paragraph. These additional options shall vest in full and immediately upon the Company, through the efforts of the Chairman, entering into a ground-breaking agreement for the sale of co-branded digital pens and related services, to an already identified major global brand, with transformative economics for the Company, within one year from the date of grant, and may be exercised immediately upon such vesting (and accordingly are not subject to the exercise period commencing on the third anniversary of the grant date that applies to the other options under this item 16). If that condition is not satisfied within that period, the additional options shall lapse.

If the Chairman ceases to be appointed as Chairman, for any reason, then, the right to exercise the options shall terminate one year after the first day when options can be exercised, provided that the Chairman can only exercise such vested options the participant was entitled to exercise on the date of such cessation.

Each option entitles the Chairman to acquire one ordinary share of the Company during the period commencing on the third anniversary of the grant date and ending on the sixth anniversary of the grant date, after which any outstanding options lapse, at a price equal to 150 per cent of the average volume weighted closing price of the Company’s shares on Nasdaq Stockholm for each trading day during a period to be determined by the Board of Directors.

The resolution to implement the incentive program in accordance with this item 16 is conditional upon the AGM resolving in accordance with the proposal for issue and repurchase of Series C shares and transfer of ordinary shares pursuant to items 17 and 18 below.

Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares (item 17)

The Board of Directors proposes that the AGM authorises the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of Series C shares. The authorisation shall not be limited as to the number of Series C shares other than as follows from the limits on the share capital and the number of shares set out in the articles of association from time to time. With the deviation from the shareholders’ preferential rights, the new shares may be subscribed for by a bank or securities company at a subscription price corresponding to the quota value.

The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights is to ensure delivery of shares to participants under the Company’s outstanding incentive programs and secure liquidity for payment of social security charges as a result of the incentive programs. Prior to the transfer of shares to participants exercising stock options, the Board of Directors will resolve to reclassify Series C shares into ordinary shares.

A resolution pursuant to this item is only valid if approved by shareholders representing at least two thirds of the votes cast as well as the shares represented at the General Meeting.

Resolution to authorise the Board of Directors to resolve on repurchase of Series C shares and transfer of ordinary shares to participants under incentive programs (item 18)

The Board of Directors proposes that the AGM resolves to authorise the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on repurchases of Series C shares. Repurchases may only be made through an acquisition offer addressed to all holders of Series C shares and shall comprise all outstanding Series C shares. Acquisitions shall be made at a price corresponding to the quota value of the shares. Payment for acquired shares shall be made in cash.

The purpose of the repurchase is to ensure delivery of shares to participants under the Company’s outstanding incentive programs and to secure liquidity for payment of social security charges related to such incentive programs. Before delivery of shares to the participants or transfer of ordinary shares to secure liquidity for payment of social security charges, the Board of Directors will resolve on reclassification of Series C shares to ordinary shares in accordance with the provision in the articles of association.

The Board of Directors proposes that the AGM resolves to (i) approve delivery of ordinary shares to participants under LTIP 2026 and the Chairman incentive scheme, and (ii) authorise the Board of Directors to resolve, on one or several occasions until the next Annual General Meeting, to transfer own ordinary shares.

The outstanding incentive programs of the group (including LTIP 2026 and the Chairman incentive scheme) means that employees, consultants or the Chairman are granted Stock Options, which entitle the holder to purchase shares in the Company. Such transfers are subject to Chapter 16 of the Swedish Companies Act, which means that a resolution to approve delivery of ordinary shares to participants under this item 18 is valid only if it is supported by at least nine tenths of both the votes cast and the shares represented at the AGM.

Resolution on amendment of the articles of association to enable consolidation of shares (item 19)

In order to enable the consolidation of shares proposed under item 20 below, the Board of Directors proposes that the AGM resolves to amend the limits on the number of shares set out in § 5 of the articles of association from not less than 1,000,000,000 and not more than 4,000,000,000 to not less than 10,000,000 and not more than 40,000,000. The consolidation is carried out before the reduction of the share capital and is therefore based on the current share quota value of SEK 0.13 per share. The limits on the share capital set out in § 4 of the articles of association remain unchanged. As a consequence of the consolidation, the share quota value will increase from SEK 0.13 to SEK 13 per share.

The resolution under this item 19 is conditional upon the AGM resolving on the consolidation of shares under item 20. A valid resolution under this item 19 requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Resolution on consolidation of shares (reverse split 1:100) (item 20)

In order to achieve a number of shares appropriate for the Company, the Board of Directors proposes that the AGM resolves on a consolidation of the Company’s shares (1:100), whereby the number of shares in the Company is reduced by combining one hundred (100) shares into one (1) share. The consolidation shall be carried out before the reduction of the Company’s share capital and is based on the current share quota value of SEK 0.13 per share, resulting in a new share quota value of SEK 13 per share. The Board of Directors shall be authorised to determine the record date for the consolidation, to fall after the resolution has been registered with the Swedish Companies Registration Office, and otherwise to take the measures required to implement the consolidation.

If a shareholder’s holding of shares is not evenly divisible by one hundred (100) and therefore does not correspond to a whole number of new shares, the excess shares shall pass into the ownership of the Company on the record date. Such excess shares transferred to the Company will be sold without undue delay at the Company’s expense through a securities institution. The proceeds received upon the sale of the excess shares transferred to the Company shall be distributed among the shareholders who owned the shares at the time they passed into the ownership of the Company, in proportion to their respective participation in the shares sold. Further information on the procedure for the consolidation will be announced in connection with the Board of Directors resolving on the record date.

If the consolidation of shares is carried out, the other resolutions of the Annual General Meeting shall be recalculated in the applicable parts to adjust for the consolidation where appropriate in the opinion of the Board of Directors.

The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB. The resolution under this item 20 is conditional upon the AGM resolving on the amendment of the articles of association under item 19. A valid resolution under this item 20 requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Miscellaneous

The Board of Directors, or a person appointed by the Board of Directors, will be authorised to make minor changes to the resolutions under items 12 – 20 on the agenda as may prove necessary in connection with registration of the resolutions with the Swedish Companies Registration Office and Euroclear Sweden AB.

Complete proposals and documentation in accordance with the Swedish Companies Act (2005:551) will be kept available at the Company’s office as well as at the Company’s website www.anoto.com no later than 10 July 2026 and will be sent free of charge to those shareholders who request it and provide their postal address.

According to Chapter 7, section 32 of the Swedish Companies Act, at a general meeting the shareholders are entitled to require information from the Board of Directors and the CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation.

For information on how personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Number of shares and votes in the Company

As of the date of this notice, the total number of ordinary shares and votes in the Company was 1,102,362,753. The Company is not holding any own shares.

Stockholm, July 2026

Anoto Group AB (publ)

The Board of Directors

Attachments

• Anoto Group AB Kallelse AGM 2026 (SV)
• Anoto Group AB AGM 2026 Notice (EN)

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