The shareholders of CellaVision AB (publ), reg. no. 556500-0998 (the “Company”), are hereby given notice to attend the Annual General Meeting (the “AGM”) on 28 April 2026 at 15.00 CEST at the Company’s premises at Mobilvägen 12 in Lund. Registration starts at 14.30 CEST and ends when the AGM opens.

Right to participate

Shareholders who wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 20 April 2026 andshall have notified the Company of their intention to participate at the AGM no later than on 22 April 2026. Notice to participate shall be given in writing by e-mail to cellavision@fredersen.se or by post to CellaVision AB (publ), c/o Fredersen Advokatbyrå, Neptunigatan 82, 211 18 Malmö. The notice shall contain the shareholder’s name, address, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares
To be entitled to participate in the AGM, a shareholder whose shares are nominee-registered must, through the nominee’s assistance, register the shares in their own name so that the shareholder is entered in the share register as of the record date 20 April 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures and within such time in advance as determined by the nominee. Voting rights registration completed by the nominee no later than 22 April 2026 will be taken into account when preparing the share register.

Proxy
If a shareholder intends to be represented by a proxy, a power of attorney must be issued to the proxy. The power of attorney shall be in writing, dated, and duly signed by the shareholder. A person representing a shareholder that is a legal entity must present a certificate of incorporation or other authorization documents demonstrating the authorized signatory for the shareholder. To facilitate registration at the AGM, the original power of attorney, as well as the certificate of incorporation and other authorization documents, should be sent to the Company at the above address well in advance of the meeting. If the power of attorney and other authorization documents have not been submitted in advance, they must be presented at the meeting. A power of attorney form is available from the Company and on www.cellavision.com, and will be provided to shareholders upon request.

Proposal of agenda
1. Opening of the AGM
2. Election of Chairman of the AGM
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the AGM has been duly convened
7. Statement by the Company’s CEO
8. Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
9. Resolution on adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
10. Resolution on allocation of the Company’s profit according to the adopted balance sheet
11. Resolution on discharge from liability for the Board members and the CEO
12. Resolution on the number of Board members and auditors
13. Resolution on the remuneration to the Board of Directors and auditor
14. Election of Board members
15. Election of Chairman of the Board
16. Election of auditor
17. Resolution regarding principles for appointment of nomination committee
18. Resolution on approval of remuneration report
19. Resolution on authorization for the Board to repurchase and transfer the Company’s own shares
20. Resolution on authorization to make minor adjustments
21. Closing of the AGM

The Nomination Committee’s Proposals

Election of Chairman of the meeting, Board members, Chairman of the Board and auditor, resolution on renumeration and resolution regarding principles for appointment of the Nomination Committee (item 2 and 12–17)
The Nomination Committee, with the Chairman of the Board Mikael Worning (convening and adjunct), Christer Fåhraeus (appointed by Christer Fåhraeus and companies), Nicklas Hansen (appointed by William Demant Invest A/S), Erik Ståhl Hallengren (appointed by SEB Funds) and Joel Eklund (appointed by Grenlunden CEVI AB), proposes the AGM to resolve:

that Anton Walfridsson at Fredersen Advokatbyrå is elected Chairman of the AGM;

that the number of auditors shall be one Auditor with no deputy auditors;

that remuneration to the auditor shall be in accordance with approved invoicing;

that the registered auditing company KPMG AB is re-elected as Auditor for the period until the end of the AGM to be held in 2027. KPMG AB has notified that the authorized auditor Jonas Nihlberg will continue as principal auditor if the AGM resolves in accordance with the proposal; and

that the principles for the appointment of the Nomination Committee adopted at the AGM held in 2020 shall continue to apply also for the appointment of the Nomination Committee ahead of the AGM to be held in 2027.

The Nomination Committee’s work regarding proposals for the number of Board members, election of Board members, election of Chairman of the Board, and Board remuneration (items 12–15) is ongoing. The Nomination Committee’s complete proposals in these respects, together with its motivated statement and information on the proposed Board members, will be disclosed by press release and made available on the Company’s website as soon as the proposals have been finalised and prior to the AGM.

The Board of Director’s resolution proposals

Resolution on allocation of the Company’s profit according to the consolidated balance sheet (item 10)
The Board of Directors proposes a dividend for the financial year 2025 of SEK 2.75 per share. 30 April 2026 is proposed as record date for the dividend. If the AGM resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on 6 May 2026.

Resolution on approval of remuneration report (item 18)
The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution on authorization for the Board to repurchase and transfer the Company’s own shares (item 19)
The Board proposes that the AGM resolves to authorize the Board to resolve to repurchase the Company’s own shares in accordance with the following.

1. Repurchase may take place during the period up until the next AGM, on one or more occasions.
2. Repurchase may not exceed such a number of shares that the Company’s holding of its own shares at any time exceed ten (10) percent of all shares in the Company.
3. Repurchase may be made (i) on Nasdaq Stockholm within the prevailing price range, meaning the range between the highest buying price and lowest selling price, or (ii) by way of an offer to all shareholders of shares at a price corresponding to the market price at the time of the offer.

The Board further proposes that the AGM authorizes the Board to transfer the Company’s own shares held by the Company in accordance with the following.

1. Transfer may take place during the period up until the next AGM, on one or more occasions.
2. Transfer may be made of all, but also fewer than all, own shares held by the Company at the time of the Board’s resolution.
3. Transfer may be made with pre-emption rights for the shareholders or with deviation from the shareholders’ pre-emption rights to a third party.
4. Transfer may be made on Nasdaq Stockholm within the applicable price range at any time. In case of transfers outside Nasdaq Stockholm, the price of the shares should correspond to an estimated market value at the time of the transfer. Compensation for transferred shares may be paid in cash, by contribution in kind or by set-off.

The purpose of the authorization, and the reason for any deviation from shareholders’ pre-emption rights, is to give the Board increased opportunities to adapt the Company’s capital structure to the capital needs from time to time and thus be able to contribute to increased shareholder value in the Company. Furthermore, the authorization aims to facilitate the procurement of working capital or broadening of the ownership base. The purpose of the authorization does not allow the Company to trade its own shares for short-term profit purposes.

Resolution on authorization to make minor adjustments (item 20)
The Company’s CEO, or a person appointed by the CEO, shall have the right to make any minor adjustments to the resolutions resolved at the AGM that may prove necessary for the registration and execution of the resolutions.

Majority requirements
Resolution in accordance with item 19 above require approval of at least two thirds of the shares represented and votes cast at the AGM.

Further information
As per the date of the issue of this notice, the total number of shares and votes in the Company are 23,851,547. The Company does not hold any own shares. 

The annual report, the auditor’s report, the proxy form, complete proposals for resolutions, and other documents to be made available pursuant to the Swedish Companies Act, will be available at the Company and on the Company’s website no later than three weeks prior to the general meeting. The documents will be sent upon request to shareholders who provide their postal address.

The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s or a subsidiary’s financial situation and the Company’s relationship with another group company.

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

Lund in March 2026

CellaVision AB (publ)
The Board of Directors

Contact

Helena Raihle
Corporate Communications & Investor Relations
Tel: + 46 70 822 70 93
www.cellavision.com
helena.raihle@cellavision.com

About Us

CellaVision is a global medical technology company that develops and sells its own leading systems for routine analysis of blood and other body fluids in health care services. These analyses play a vital role in swift and accurate disease diagnoses, particularly in cases of infections and serious cancer diseases. The products replace manual laboratory work, and secure and support effective workflows and skills development within and between hospitals. The company has leading-edge expertise in sample preparation, image analysis, artificial intelligence and automated microscopy. Sales are via global partners with support from the parent company in Lund and by the company´s 12 local market support organizations covering more than 40 countries. In 2025, sales were SEK 759 million and the company's growth target is 15% per year over an economic cycle. CellaVision's registered office is in Lund, Sweden. The share is listed on the Nasdaq Stockholm, Mid Cap list. Read more at www.cellavision.com

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NOTICE OF ANNUAL GENERAL MEETING IN CELLAVISION AB (publ)

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