Notice of EXTRAORDINARY General Meeting in W5 Solutions AB (publ)
Idag, 08:00
The shareholders of W5 Solutions AB (publ), reg. no. 556973-2034 (the “Company”), are hereby summoned to the Extraordinary General Meeting on Wednesday, 1 April 2026, at 13:00 CEST, at Advokatfirman Delphi’s office at Mäster Samuelsgatan 17, Stockholm, Sweden. Registration for the General Meeting will commence at 12:45 CEST.
Right to attend the Extraordinary General Meeting etc.
Shareholders who wish to participate in the Extraordinary General Meeting shall:
- both be registered in the share register kept by Euroclear Sweden AB on the record date on 24 March 2026, and
- no later than 26 March 2026 give notice of their participation to the Company.
Notice of participation and registration
Notice of participation at the Extraordinary General Meeting shall be made by regular mail to W5 Solutions AB (publ), Att: Hannah Falkenström, P.O. Box 1156, 131 26 Nacka Strand, Sweden, by e-mail to ir@w5solutions.com or at the Company’s website, w5solutions.com. Shareholders shall in their notice of participation include their name, personal identification number or corporate registration number, postal address, phone number daytime, shareholding and information regarding any proxies and assistants. Shareholders may bring not more than two assistants.
Nominee-registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to participate at the Extraordinary General Meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB on the record date on 24 March 2026. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than 26 March 2026 will be considered in the preparation of the share register.
Proxies
If a shareholder participates by proxy, the power of attorney shall, well in advance of the Extraordinary General Meeting, be sent to W5 Solutions AB (publ), Att: Hannah Falkenström, P.O Box 1156, 131 26 Nacka Strand, Sweden or by e-mail to ir@w5solutions.com. Power of attorney forms are available at the Company’s website (w5solutions.com) and are provided to shareholders upon request.
Proposed agenda
- Election of Chairman of the Extraordinary General Meeting
- Preparation and approval of voting list
- Election of one or two persons to attest the minutes
- Determination of whether the Extraordinary General Meeting has been duly convened
- Approval of the agenda
- Resolution on approval of a directed issue (Tranche 1)
- Resolution on approval of a directed issue to Cajory Defense AB in accordance with Chapter 16 of the Swedish Companies Act (Tranche 2)
- Closing of the Extraordinary General Meeting
Item 1 – Election of Chairman of the Extraordinary General Meeting
The Board of Directors proposes that Sandra Broneus from Advokatfirman Delphi is elected as chairman of the Extraordinary General Meeting, or in her absence, the person appointed by the Board of Directors.
Item 6 - Resolution on approval of a directed issue (Tranche 1)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution of 12 March 2026, on a directed issue of not more than 1,800,000 shares, entailing an increase in the share capital of not more than SEK 90,000. Before the new shares have been registered with the Swedish Companies Registration Office, subscribers shall receive so-called paid subscribed shares (BTA). The resolution shall otherwise be governed by the following terms and conditions.
- The subscription price for the shares shall be SEK 50 per share, which is based on the price determined in an accelerated bookbuilding procedure conducted by DNB Carnegie Investment Bank AB (publ) ("DNB Carnegie"), totalling SEK 90,000,000 if all shares are subscribed for. As the subscription price in the rights issue is determined through an accelerated bookbuilding procedure carried out by DNB Carnegie, it is the board of directors' assessment that the subscription price is secured on market terms.
- The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, only be granted to DNB Carnegie, acting as settlement bank in the issue, on behalf of a number of mainly institutional investors. The Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue. The Board of Directors considers that the reasons for deviating from the shareholders' preferential right are (i) to increase the flexibility of the timing of the Share Issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as risk for a potentially adverse effect on the share price, (ii) to benefit from the cost savings associated with the reduced necessity to utilize more bank financing, (iii) that the Share Issue, in relation to the Company's market capitalization, is limited in size, which entails that a rights issue process is disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue, and (v) to strengthen the Company's shareholder base with Swedish and international institutional investors in order to maintain and enhance the liquidity of the Company's share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.
- The share premium shall be transferred to the unrestricted premium reserve.
- Subscription for the newly-issued shares shall take place no later than 12 March 2026.
- Payment for the shares subscribed for shall be made no later than 3 April 2026.
- The Board of Directors shall be entitled to extend the subscription period and the time for payment.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.
- The Board of Directors or the person appointed by it shall otherwise be authorised to make such amendments to the above decisions as may prove necessary in connection with their registration and otherwise take the measures required for the implementation of the resolutions. This includes making any minor adjustments that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB, or for other formal reasons.
The Extraordinary General Meeting's approval of this resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 7 - Resolution on approval of a directed issue to Cajory Defense AB in accordance with Chapter 16 of the Swedish Companies Act (Tranche 2)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution of 12 March 2026, on a directed issue of not more than 200,000 shares, entailing an increase in the share capital of not more than SEK 10,000. The resolution shall otherwise be governed by the following terms and conditions.
- The subscription price for the shares shall be SEK 50 per share, which is based on the price determined in an accelerated bookbuilding procedure conducted by DNB Carnegie Investment Bank AB (publ) ("DNB Carnegie"), totalling SEK 10,000,000 if all shares are subscribed for. As the subscription price in the rights issue is determined through an accelerated bookbuilding procedure carried out by DNB Carnegie, it is the board of directors' assessment that the subscription price is secured on market terms.
- The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, only be granted to DNB Carnegie, acting as settlement bank in the issue, on behalf of Jonas Rydin (through Cajory Defence AB). The Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue. The Board of Directors considers that the reasons for deviating from the shareholders' preferential right are (i) to increase the flexibility of the timing of the share issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as risk for a potentially adverse effect on the share price, (ii) to benefit from the cost savings associated with the reduced necessity to utilize more bank financing, (iii) that the share Issue, in relation to the Company's market capitalization, is limited in size, which entails that a rights issue process is disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue, and (v) to strengthen the Company's shareholder base with Swedish and international institutional investors in order to maintain and enhance the liquidity of the Company's share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.
- The share premium shall be transferred to the unrestricted premium reserve.
- Subscription for the newly-issued shares shall take place no later than 12 March 2026.
- Payment for the shares subscribed for shall be made no later than 3 April 2026.
- The Board of Directors shall be entitled to extend the subscription period and the time for payment.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.
- The Board of Directors or the person appointed by it shall otherwise be authorised to make such amendments to the above decisions as may prove necessary in connection with their registration and otherwise take the measures required for the implementation of the resolutions. This includes making any minor adjustments that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB, or for other formal reasons.
Jonas Rydin, as Chairman of the Company’s Board of Directors,belongs to the so-called LEO circle according to Chapter 16 of the Swedish Companies Act. The Extraordinary General Meeting's approval of this resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of both the votes cast at the meeting and the shares represented at the meeting.
Available documents
The Board of Directors' complete proposals for resolutions, and other documentation, including documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act regarding the Board of Directors' resolutions under items 6 and 7 of the agenda, will be made available at the Company no later than two weeks before the Extraordinary General Meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. These documents will also be available on the Company's website, w5solutions.com, from the same time. Necessary documents will also be presented at the Extraordinary General Meeting.
Information at the General Meeting
Pursuant to Chapter 7 Section 32 and 57 of the Swedish Companies Act (2005:551), shareholders are in some circumstances entitled to request information from the Company’s Board of Directors and managing director at the Extraordinary General Meeting.
Number of shares and votes
At the time of the publication of the notice, the total number of shares in the Company amount to 17,559,271. The total number of votes amount to 17,559,271.
Processing of personal information
For information on how the Company processes your personal information, please refer to the privacy policy, which is available on Euroclear’s website (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
______________________
Nacka in March 2026
W5 Solutions AB (publ)
The Board of Directors
About W5 Solutions
W5 Solutions’ vision is to become the leading global provider of sustainable defence technology. The company develops and delivers cutting-edge solutions that strengthen both its own forces and those of its allies. Their solutions in Integration, Training and Power are designed with a focus on sustainability and innovation, making them a reliable partner for defence and security agencies worldwide.
Founded in 2018, with a heritage dating back to 1940, W5 Solutions is headquartered in Stockholm.
Learn more at www.w5solutions.com.
The company is listed on the Nasdaq First North Growth Market Stockholm. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB.
For further information, please contact:
Evelina Hedskog, President and CEO
Cecilia Driving, CFO
Tel: +46 (0)8 650 08 88
E-mail: ir@w5solutions.com
Attachments
Notice of EXTRAORDINARY General Meeting in W5 Solutions AB (publ)
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Notice of EXTRAORDINARY General Meeting in W5 Solutions AB (publ)
Idag, 08:00
The shareholders of W5 Solutions AB (publ), reg. no. 556973-2034 (the “Company”), are hereby summoned to the Extraordinary General Meeting on Wednesday, 1 April 2026, at 13:00 CEST, at Advokatfirman Delphi’s office at Mäster Samuelsgatan 17, Stockholm, Sweden. Registration for the General Meeting will commence at 12:45 CEST.
Right to attend the Extraordinary General Meeting etc.
Shareholders who wish to participate in the Extraordinary General Meeting shall:
- both be registered in the share register kept by Euroclear Sweden AB on the record date on 24 March 2026, and
- no later than 26 March 2026 give notice of their participation to the Company.
Notice of participation and registration
Notice of participation at the Extraordinary General Meeting shall be made by regular mail to W5 Solutions AB (publ), Att: Hannah Falkenström, P.O. Box 1156, 131 26 Nacka Strand, Sweden, by e-mail to ir@w5solutions.com or at the Company’s website, w5solutions.com. Shareholders shall in their notice of participation include their name, personal identification number or corporate registration number, postal address, phone number daytime, shareholding and information regarding any proxies and assistants. Shareholders may bring not more than two assistants.
Nominee-registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to participate at the Extraordinary General Meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB on the record date on 24 March 2026. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than 26 March 2026 will be considered in the preparation of the share register.
Proxies
If a shareholder participates by proxy, the power of attorney shall, well in advance of the Extraordinary General Meeting, be sent to W5 Solutions AB (publ), Att: Hannah Falkenström, P.O Box 1156, 131 26 Nacka Strand, Sweden or by e-mail to ir@w5solutions.com. Power of attorney forms are available at the Company’s website (w5solutions.com) and are provided to shareholders upon request.
Proposed agenda
- Election of Chairman of the Extraordinary General Meeting
- Preparation and approval of voting list
- Election of one or two persons to attest the minutes
- Determination of whether the Extraordinary General Meeting has been duly convened
- Approval of the agenda
- Resolution on approval of a directed issue (Tranche 1)
- Resolution on approval of a directed issue to Cajory Defense AB in accordance with Chapter 16 of the Swedish Companies Act (Tranche 2)
- Closing of the Extraordinary General Meeting
Item 1 – Election of Chairman of the Extraordinary General Meeting
The Board of Directors proposes that Sandra Broneus from Advokatfirman Delphi is elected as chairman of the Extraordinary General Meeting, or in her absence, the person appointed by the Board of Directors.
Item 6 - Resolution on approval of a directed issue (Tranche 1)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution of 12 March 2026, on a directed issue of not more than 1,800,000 shares, entailing an increase in the share capital of not more than SEK 90,000. Before the new shares have been registered with the Swedish Companies Registration Office, subscribers shall receive so-called paid subscribed shares (BTA). The resolution shall otherwise be governed by the following terms and conditions.
- The subscription price for the shares shall be SEK 50 per share, which is based on the price determined in an accelerated bookbuilding procedure conducted by DNB Carnegie Investment Bank AB (publ) ("DNB Carnegie"), totalling SEK 90,000,000 if all shares are subscribed for. As the subscription price in the rights issue is determined through an accelerated bookbuilding procedure carried out by DNB Carnegie, it is the board of directors' assessment that the subscription price is secured on market terms.
- The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, only be granted to DNB Carnegie, acting as settlement bank in the issue, on behalf of a number of mainly institutional investors. The Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue. The Board of Directors considers that the reasons for deviating from the shareholders' preferential right are (i) to increase the flexibility of the timing of the Share Issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as risk for a potentially adverse effect on the share price, (ii) to benefit from the cost savings associated with the reduced necessity to utilize more bank financing, (iii) that the Share Issue, in relation to the Company's market capitalization, is limited in size, which entails that a rights issue process is disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue, and (v) to strengthen the Company's shareholder base with Swedish and international institutional investors in order to maintain and enhance the liquidity of the Company's share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.
- The share premium shall be transferred to the unrestricted premium reserve.
- Subscription for the newly-issued shares shall take place no later than 12 March 2026.
- Payment for the shares subscribed for shall be made no later than 3 April 2026.
- The Board of Directors shall be entitled to extend the subscription period and the time for payment.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.
- The Board of Directors or the person appointed by it shall otherwise be authorised to make such amendments to the above decisions as may prove necessary in connection with their registration and otherwise take the measures required for the implementation of the resolutions. This includes making any minor adjustments that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB, or for other formal reasons.
The Extraordinary General Meeting's approval of this resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 7 - Resolution on approval of a directed issue to Cajory Defense AB in accordance with Chapter 16 of the Swedish Companies Act (Tranche 2)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution of 12 March 2026, on a directed issue of not more than 200,000 shares, entailing an increase in the share capital of not more than SEK 10,000. The resolution shall otherwise be governed by the following terms and conditions.
- The subscription price for the shares shall be SEK 50 per share, which is based on the price determined in an accelerated bookbuilding procedure conducted by DNB Carnegie Investment Bank AB (publ) ("DNB Carnegie"), totalling SEK 10,000,000 if all shares are subscribed for. As the subscription price in the rights issue is determined through an accelerated bookbuilding procedure carried out by DNB Carnegie, it is the board of directors' assessment that the subscription price is secured on market terms.
- The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, only be granted to DNB Carnegie, acting as settlement bank in the issue, on behalf of Jonas Rydin (through Cajory Defence AB). The Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue. The Board of Directors considers that the reasons for deviating from the shareholders' preferential right are (i) to increase the flexibility of the timing of the share issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as risk for a potentially adverse effect on the share price, (ii) to benefit from the cost savings associated with the reduced necessity to utilize more bank financing, (iii) that the share Issue, in relation to the Company's market capitalization, is limited in size, which entails that a rights issue process is disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue, and (v) to strengthen the Company's shareholder base with Swedish and international institutional investors in order to maintain and enhance the liquidity of the Company's share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.
- The share premium shall be transferred to the unrestricted premium reserve.
- Subscription for the newly-issued shares shall take place no later than 12 March 2026.
- Payment for the shares subscribed for shall be made no later than 3 April 2026.
- The Board of Directors shall be entitled to extend the subscription period and the time for payment.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.
- The Board of Directors or the person appointed by it shall otherwise be authorised to make such amendments to the above decisions as may prove necessary in connection with their registration and otherwise take the measures required for the implementation of the resolutions. This includes making any minor adjustments that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB, or for other formal reasons.
Jonas Rydin, as Chairman of the Company’s Board of Directors,belongs to the so-called LEO circle according to Chapter 16 of the Swedish Companies Act. The Extraordinary General Meeting's approval of this resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of both the votes cast at the meeting and the shares represented at the meeting.
Available documents
The Board of Directors' complete proposals for resolutions, and other documentation, including documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act regarding the Board of Directors' resolutions under items 6 and 7 of the agenda, will be made available at the Company no later than two weeks before the Extraordinary General Meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. These documents will also be available on the Company's website, w5solutions.com, from the same time. Necessary documents will also be presented at the Extraordinary General Meeting.
Information at the General Meeting
Pursuant to Chapter 7 Section 32 and 57 of the Swedish Companies Act (2005:551), shareholders are in some circumstances entitled to request information from the Company’s Board of Directors and managing director at the Extraordinary General Meeting.
Number of shares and votes
At the time of the publication of the notice, the total number of shares in the Company amount to 17,559,271. The total number of votes amount to 17,559,271.
Processing of personal information
For information on how the Company processes your personal information, please refer to the privacy policy, which is available on Euroclear’s website (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
______________________
Nacka in March 2026
W5 Solutions AB (publ)
The Board of Directors
About W5 Solutions
W5 Solutions’ vision is to become the leading global provider of sustainable defence technology. The company develops and delivers cutting-edge solutions that strengthen both its own forces and those of its allies. Their solutions in Integration, Training and Power are designed with a focus on sustainability and innovation, making them a reliable partner for defence and security agencies worldwide.
Founded in 2018, with a heritage dating back to 1940, W5 Solutions is headquartered in Stockholm.
Learn more at www.w5solutions.com.
The company is listed on the Nasdaq First North Growth Market Stockholm. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB.
For further information, please contact:
Evelina Hedskog, President and CEO
Cecilia Driving, CFO
Tel: +46 (0)8 650 08 88
E-mail: ir@w5solutions.com
Attachments
Notice of EXTRAORDINARY General Meeting in W5 Solutions AB (publ)
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