The shareholders of Thinc Collective AB, 556854-8860, (the “Company” or “Thinc Collective”), are hereby summoned to the Annual General Meeting on Thursday, June 4, 2026 at 5:00 p.m. at the Company’s head office at Första Långgatan 17B in Gothenburg. The meeting room will open at 16:45 p.m. for registration. Registration for participation in the Annual General Meeting will be closed when the meeting opens.
Shareholders who wish to participate in the general meeting must
Nominee registered shares
Shareholders who have their shares registered in a nominee capacity, through a bank or other nominee, must, in order to be entitled to participate in the Annual General Meeting, temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed no later than Friday, May 29, 2026, which means that shareholders who wish to do so must notify the nominee well in advance of the aforementioned date.
Agents etc.
If shareholders are to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (however, no longer than five years) has been stated in the power of attorney. If the power of attorney has been issued by a legal entity, the proxy must also bring a current registration certificate or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. The proxy form is available on the Company's website. www.thinccollective.se and sent by mail to shareholders who contact the Company and provide their mailing address.
Number of shares and votes
The number of outstanding shares in the Company at the time of this notice amounts to a total of 17 064 005 piecesThe company does not hold any treasury shares.
Business at the meeting
Proposal for agenda
NOMINATION COMMITTEE
In accordance with a decision by the 2025 Annual General Meeting, a nomination committee has been established. The nomination committee has consisted of the Company's three largest owners, Anders Wallqvist, Peter Westman and Hans Jacobsson.
NOMINATION COMMITTEE'S PROPOSAL
Election of chairman at the meeting (item 2)
The Nomination Committee proposes that Hans Jacobsson be elected Chairman of the Annual General Meeting, or in his absence, the person designated by the Board of Directors.
Decision on the number of board members and auditors (item 11)
The nomination committee proposes that the board of directors of Thinc Collective shall consist of four members and without deputies, and that a registered accounting firm be appointed as auditor.
Determination of fees for board members and auditor (item 12)
The remuneration to the board members is proposed to be 1,5 price base amounts each to the board members, Gabriele Helmer and Maria Källsson, who are not employed by the group and that no board fee shall be paid to the members who are already remunerated in any of the group's companies.
The Nomination Committee proposes that the auditor's fee be paid according to an invoice approved by the Company.
Election of Board members and Chairman of the Board (item 13)
For the period until the next Annual General Meeting, the Nomination Committee proposes the re-election of Hans Jacobsson, Gabriele Helmer, Maria Källsson and Staffan Petersson.
The Nomination Committee proposes the re-election of Hans Jacobsson as Chairman of the Board.
Detailed information about all persons proposed to be elected as board members is available on Thinc Collective's website, www.thinccollective.se.
Election of auditor (item 14)
The Nomination Committee proposes that the registered accounting firm BDO i Göteborg AB be elected as the Company's auditors for the period until the next Annual General Meeting. BDO i Göteborg AB has informed that the authorized public accountant Katarina Eklund will be appointed as the auditor in charge if BDO i Göteborg AB is elected as auditor.
Decision on principles for the composition of the nomination committee (item 15)
The Nomination Committee proposes that the Annual General Meeting resolves that Thinc Collective shall have a Nomination Committee consisting of at least one representative for each of the three largest shareholders in terms of votes as of September 30, 2026, and whose principles for composition and appearance shall otherwise in all material respects comply with the Code.
BOARD OF DIRECTORS' PROPOSAL
Decision on allocations regarding the company's results according to the adopted balance sheet (item 9)
The Board of Directors proposes that a dividend of SEK 0,15 per share, totaling SEK 2,559,600.75, be paid. The Board of Directors proposes Monday, June 8, 2026, as the record date for receiving the dividend. If the meeting resolves in accordance with the proposal, payment of the dividend is expected to take place on Thursday, June 11, 2026 through Euroclear Sweden AB.
Authorization for the board of directors to decide on new issues of shares and/or warrants and/or convertibles (item 16)
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to, on one or more occasions during the period up to the next Annual General Meeting, decide on new issues of shares and/or convertibles and/or warrants. The number of shares that may be issued, the number of shares that may be subscribed for with the support of warrants to subscribe for new shares, and the number of shares that convertibles shall entitle to conversion into, shall in total amount to such a number as is within the limits of the articles of association regarding the number of shares and share capital.
The board's decision on the issue shall be possible with or without deviation from the shareholders' preferential rights.
The board's authorization shall include the right to decide on a cash issue, an issue in kind or that shares, convertibles or warrants shall be subscribed for with a right of set-off. In the event of a decision on an issue with a deviation from the shareholders' preferential rights, the starting point for determining the issue price shall be the market value of the share at the time of the respective issue.
The proposal for authorization to issue shares gives the board flexibility in its work to finance and enable continued expansion both organically and through acquisitions.
Furthermore, the authorization gives the Board the opportunity to, at any time, optimize the Company's capital structure.
The board, or the person appointed by the board, shall have the right to make minor adjustments to the decisions of the annual general meeting that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
For decisions in accordance with the proposal, it is required that the decision be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the general meeting.
Resolution on directed issue of warrants to key personnel, employees and consultants (item 17)
The Board of Directors proposes that the Annual General Meeting resolves on the issuance of warrants of series 2026/29:1 to key personnel and employees of the Company as follows:
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 1,050,000 warrants of series 2026/29:1, entailing an increase in the share capital upon full exercise by a maximum of SEK 1,155,000. The following conditions shall otherwise apply to the resolution.
The right to subscribe for the warrants shall be granted, with deviation from the shareholders' preferential rights, to key personnel and employees of the Company according to the following distribution. Oversubscription is not permitted.
Category
Maximum number of options/person
Maximum number of options/category
Key people (maximum 15 people)
25 000
375 000
Employees and consultants (maximum 68 people)
10 000
675 000
In the event that not all warrants have been subscribed for in accordance with the distribution above, the board of directors shall, within the framework of the maximum amount of the new share issue, have the right to decide on the distribution of the remaining warrants to stakeholders that can be considered justified in light of the purposes underlying the establishment of this option program.
The reasons for the deviation from the shareholders' preferential rights are to stimulate share ownership in the Company through an incentive program whereby employees and consultants can participate in and work towards a positive development in the value of the Company's shares during the period covered by the proposed program, and to ensure that the Company is able to retain competent and committed personnel.
The warrants of series 2026/29:1 shall be issued at a subscription price that corresponds to the market value of the warrants on the date of the Company's general meeting. The market value shall be calculated by an agent independent of the Company using the Black & Scholes valuation model. A preliminary calculation of the market value of the warrants, based on the share price on the date of the notice, amounts to SEK 0,20 per warrant. Given that the subscription price is not determined until the day after the Company's general meeting, the actual market value per warrant may differ slightly from the amount stated here.
Subscription and payment for the warrants of series 2026/29:1 shall take place within three weeks from the date of the general meeting's resolution to issue the warrants. The board of directors has the right to extend the subscription and payment period.
Each warrant of series 2026/29:1 entitles the holder to subscribe for one new share in the Company. New subscription of shares with the support of the warrants of series 2026/29:1 shall take place during the period from 1 April 2029 to 1 June 2029. The new shares that may be issued upon new subscription are not subject to any reservations.
The subscription price for shares upon exercise of warrants of series 2026/29:1 shall amount to an amount to be determined on the date of the Company's general meeting. The subscription price shall be calculated as follows: The volume-weighted average price of the Company's shares on NGM Growth Market during the three trading days after the meeting date multiplied by 1,30. The above calculation method means that an average price of, for example, SEK 2,50 on the meeting date means that the subscription price is determined at SEK 3,25.
The board, or the person appointed by the board, is authorized to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Other terms and conditions of the warrants are set out in the full terms and conditions of the warrants, which will be made available in accordance with what is stated under the heading “Provision of documents”.
Payment
Payment for the warrants of series 2026/29:1 shall be made in cash within the payment period specified above.
Further information about the warrant program
Dilution
Upon full subscription with the support of all warrants, 1,050,000 new shares can be issued, which corresponds to a dilution of approximately 5,8 percent of the total number of shares and votes in the Company today.
Impact on key figures and costs for the Company, etc.
The company's earnings per share are not affected by the issuance of the warrants as the present value of the warrants' exercise price will exceed the current market value of the share at the time of subscription.
The subscribers will subscribe for the warrants at a subscription price corresponding to the market value and the Company's equity will be strengthened to the same extent.
The option program will otherwise entail certain limited costs in the form of external consulting fees and administration regarding the warrant program.
Preparation of the case
The principles for the option program have been developed by the Company's Board of Directors. The Board has subsequently decided to present this proposal to the Annual General Meeting. No employee or consultant who may be covered by the program has participated in the formulation of the terms and conditions.
Other share-based incentive programs, etc.
The company currently has no ongoing incentive program.
Decision rules
The decisions of the General Meeting are valid only if supported by shareholders with at least nine-tenths of both the votes cast and the shares represented at the meeting.
Resolution on directed issue of free warrants to employees and consultants holding Warrant 2023/26 (item 18)
The Board of Directors proposes that the Annual General Meeting resolves on the issuance of warrants of series 2026/29:2 to employees and consultants of the Company who hold Warrant 2023/26 as follows.
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 900,000 warrants of series 2026/29:2, entailing an increase in the share capital upon full exercise by a maximum of SEK 990,000. The following conditions shall otherwise apply to the resolution.
The right to subscribe for the warrants shall accrue, with deviation from the shareholders' preferential rights, to employees and consultants of the Company, in accordance with the number of warrants 2023/26 that each person previously held. Oversubscription is not permitted.
Category
Number of options/person
Maximum number of options/category
Employees and consultants (maximum 43 people)
10 – 000
900 000
The reasons for the deviation from the shareholders' preferential rights are to stimulate share ownership in the Company through an incentive program whereby employees and consultants can participate in and work towards a positive development in the value of the Company's shares during the period covered by the proposed program, and to enable the Company to retain competent and committed personnel. The grantees previously held warrants that expired worthless in the spring of 2026, whereby the Board wishes to compensate and stimulate these employees and consultants to continue their performance.
The subscribers will subscribe for the warrants free of charge. However, there will be a benefit for the subscriber corresponding to the market value of the warrants. The benefit will be considered as salary for tax purposes and the Company has an obligation to pay social security contributions of 31,42 percent on the benefit provided. This means that the subscription cost of the warrants for the subscribers will amount to the tax effect of the benefit.
The market value and the preferential value of the Warrants series 2026/29:2 shall be calculated by an agent independent of the Company using the Black & Scholes valuation model. A preliminary calculation of the market value of the warrants, based on the share price on the date of the notice, amounts to SEK 0,20 per warrant. Given that the subscription price is not determined until the day after the Company's general meeting, the actual market value per warrant may differ slightly from the amount stated here.
Subscription of the warrants of the series shall take place within three weeks from the date of the general meeting's resolution to issue the warrants.
Each warrant of series 2026/29:2 entitles the holder to subscribe for one new share in the Company. New subscription of shares with the support of the warrants of series 2026/29:2 shall take place during the period from 1 April 2029 to 1 June 2029. The new shares that may be issued upon new subscription are not subject to any reservations.
The subscription price for shares upon exercise of warrants of series 2026/29:2 shall amount to an amount to be determined on the date of the Company's general meeting. The subscription price shall be calculated as follows: The volume-weighted average price of the Company's shares on NGM Growth Market during the three trading days after the meeting date multiplied by 1,30. The above calculation method means that an average price of, for example, SEK 2,50 on the meeting date means that the subscription price is determined at SEK 3,25.
The board, or the person appointed by the board, is authorized to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Other terms and conditions of the warrants are set out in the full terms and conditions of the warrants, which will be made available in accordance with what is stated under the heading “Provision of documents”.
Payment
The subscribers will subscribe for the warrants free of charge..
Further information about the warrant program
Dilution
Upon full subscription with the support of all warrants, 900,000 new shares can be issued, which corresponds to a dilution of approximately 5 percent of the total number of shares and votes in the Company today.
Impact on key figures and costs for the Company, etc.
The company's earnings per share are not affected by the issuance of the warrants as the present value of the warrants' exercise price will exceed the current market value of the share at the time of subscription.
The subscribers will subscribe for the warrants at a subscription price corresponding to the market value and the Company's equity will be strengthened to the same extent.
The option program will otherwise entail certain limited costs in the form of external consulting fees and administration regarding the warrant program.
Preparation of the case
The principles for the option program have been developed by the Company's Board of Directors. The Board has subsequently decided to present this proposal to the Annual General Meeting. No employee or consultant who may be covered by the program has participated in the formulation of the terms and conditions.
Other share-based incentive programs, etc.
The company currently has no ongoing incentive program.
Decision rules
The decisions of the General Meeting are valid only if supported by shareholders with at least nine-tenths of both the votes cast and the shares represented at the meeting.
Decision on adjustment authorization (item 19)
The board of directors proposes that the annual general meeting authorizes the board of directors to make minor adjustments and clarifications in decisions made at the meeting that may prove necessary to be able to register the decisions with the Swedish Companies Registration Office and/or Euroclear.
Provision of documents
Accounting documents, audit report and other documents that must be available according to the Companies Act will be available to shareholders no later than three weeks before the Annual General Meeting at the Company and on the Company's website, www.thinccollective.se and will be sent to shareholders who request it and provide their postal or e-mail address. The documents are presented, and the information is provided, by keeping them available at the Company and on the Company's website. The documents can be requested at the address Thinc Collective AB, Första Långgatan 5B, 413 29 Gothenburg or by e-mail: anmalan@thinccollective.se.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Gothenburg in May 2026
Thinc Collective AB (publ)
Board of Directors
For more information contact:
Hans Jacobsson
Chairman of the Board Thinc Collective AB
00 46 705 68 76 37
hans.jacobsson@thinccollective.se