Notice to attend the Annual General Meeting of Bactiguard Holding AB

Right to participate and notice of intent to participate

Shareholders wishing to participate in the Annual General Meeting must:

• be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Friday 8 May 2026 (“the Record date”)
• provide notice to the company of their intent to participate in the shareholder meeting no later than Tuesday, 12 May 2026. Notice must be given by post to Bactiguard Holding AB (publ), “AGM 2026”, Box 15, 146 21 Tullinge, or by e-mail: stamman@bactiguard.com. The shareholder’s name, personal identification number or company registration number, address and telephone number and any accompanying assistants (maximum of two) must be stated in the notice.

Trustee-registered shares

Shareholders who have their shares trustee-registered through a bank or other nominee, for example have their shares in a depository, must – in addition to registering their postal vote – temporarily request the shares to be re-registered in their own name so that the shareholder is entered in the share register no later than on the Record date, on 8 May 2026. Such registration may be temporary (so-called voting rights registration) is to be requested with the trustee in accordance with the trustee’s routines at such time in advance as decided by the trustee.

Voting rights registration made no later than Tuesday 12 May 2026 will be taken into account in the production of the share register as of the Record date.

Power of attorney etc.

If participation takes place through a proxy or a representative of a legal entity, the original proxy, registration certificates and other authorization documentation should be sent to the company in due time at the above-stated address. A proxy form may be downloaded from the company’s website at https://ir.bactiguard.com/

Proposed agenda

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or more persons to approve the minutes
6. Determination of whether the meeting was duly convened
7. Presentation of the annual report and auditor’s report, the consolidated annual report and auditor’s report for the Group
8. Statement by the CEO
9. Resolutions regarding
   a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
   b) allocation of the Company’s profit or loss according to the adopted balance sheet
   c) discharge from liability for the members of the Board of Directors and the CEO
10. Resolution regarding the number of Directors of the Board and auditors
11. Determination of the fees to be paid to the directors of the Board and the company’s auditor
12. Election of Directors of the Board, Chairman of the Board, and auditor
13. Presentation and resolution of the remuneration report
14. Resolution to authorize the Board of Directors to resolve to issue new shares, warrants or convertibles
15. Resolution on
    (A) implementation of a new share-based long-term incentive program
    (B) hedging measures for the share-based long-term incentive program
    (C) entering into an equity swap agreement with a third party
16. Resolution regarding authorization for the Board of Directors to resolve on repurchase of own shares
17. Closing of the meeting

Proposals for resolutions

Item 2 – Election of a Chairman for the Annual General Meeting
The Nomination Committee proposes lawyer Magnus Lindstedt to be, or in the event of his absence, the one the nomination committee appoints, elected as Chairman of the Annual General Meeting.

Item 9b – Resolution regarding allocation of the company’s loss according to the adopted balance sheet
The Board of Directors proposes that no dividend be paid for the financial year 2025.

Item 10 – Resolution regarding the number of Directors of the Board and auditors
The Nomination Committee has proposed that the number of Directors of the Board shall be five (5) and that Bactiguard should have a registered accounting firm as its auditor.

Item 11 – Determination of the fees to be paid to the Directors of the Board and the company’s auditor
The Nomination Committee proposes that remuneration to Board members elected by the Annual General Meeting who are not employees of the Group (none of the nominated Board members are employed by the Company) will be paid in the following amounts: SEK 750 000 to the Chairman of the Board and SEK 400 000 to each of the additional four Board members. No specific remuneration is proposed for the work in the additional Committees.

The Nomination Committee proposes that fees will be paid to the company’s auditor according to approved account.

Additional information on the Nomination Committee’s proposals regarding remuneration is included in the Nomination Committee’s statement.

Item 12 – Election of the Board of Directors, Chairman of the Board, and company auditor
The Nomination Committee proposes re-election of Thomas von Koch, Dr Richard Kuntz, Professor Anna Martling, Magdalena Persson and Jan Ståhlberg. The Nomination Committee further proposes that Thomas von Koch is re-elected as Chairman of the Board of Directors.

The Nomination Committee further proposes, as recommended by the Audit Committee, the re-election of the registered accounting firm Deloitte AB as the Company’s auditor for the period until the close of the next Annual General Meeting. Deloitte AB has provided notice that Sebastian Karlsson will be auditor in charge.

More information on the Nomination Committee’s proposals regarding the Board of Directors and auditor is included in the Nomination Committee’s statement, see below section “Documentation”. The Bactiguard website also contains information on all proposed members.

Item 13 – Presentation and resolution of the remuneration report
The Board of Directors has compiled a remuneration report for 2025 and proposes that the AGM approves the report. The remuneration report is included in the supporting resolution documentation which is held available ahead of the AGM according to the information below.

Item 14 – Resolution to authorize the Board of Directors to resolve to issue new shares, warrants or convertibles
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions before the next annual general meeting, resolve to issue new shares, warrants and/or convertibles as follows.

The issue may be made with or without deviation from the shareholders’ preferential rights. By resolution on the basis of the authorization, a maximum number of shares may be issued by way of a new issue of shares, exercise of warrants and/or conversion of convertibles corresponding to 10 percent of the total number of outstanding shares in the company at the time of the general meeting’s resolution on the authorization (which does not prevent convertibles from being associated with recalculation conditions which, if applied, may result in a different number of shares).

The authorization includes the right to decide on an issue with cash payment, payment in kind or payment by set-off and otherwise be able to be associated with conditions referred to in Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act.

A cash or set-off issue made with deviation from the shareholders’ preferential rights shall be made on market terms. Upon exercise of the authorization, the assessment made in this regard shall be reported.

The reason for the proposal and the possibility to deviate from the shareholders’ preferential rights is to allow flexibility in connection with capital raisings or possible acquisitions. When using the authorization, the assessment made in this respect regarding deviation from the shareholders’ preferential rights must be reported.

The Board of Directors, or the person appointed by the Board of Directors, shall be entitled to decide on such minor amendments to the authorization decision as may be necessary in connection with the registration of the decision with the Swedish Companies Registration Office or due to other formal requirements.

Item 15 – Resolution on implementation of a new share-based long-term incentive program and hedging measures for the share-based long-term incentive program
The Board of Directors proposes that the Annual General Meeting resolves on (A) the implementation of a new share-based long-term incentive program (“LTIP 2026”), and (B) hedging measures for the share-based long-term incentive program, consisting of:

(i) amendments to the articles of association by introducing a new series of shares, Class C shares;
(ii) authorization for the Board of Directors to resolve on the issue of redeemable and convertible Class C shares;
(iii) authorization for the Board of Directors to resolve on the repurchase of all issued redeemable and convertible Class C shares; and
(vi) transfer of own Class B shares to participants in LTIP 2026.

Should the majority requirement under item 15(B) not be reached, the Board of Directors proposes that the Annual General Meeting approves that the company enters into an equity swap agreement with a third party (item 15(C)).

Background, motives and summary
The Board of Directors considers the introduction of a long-term incentive program for 2026 for the CEO, other members of Executive Management, Managers and selected Key Employees of Bactiguard to be in the interests of the company and its shareholders. The proposed program is intended to strengthen the company’s ability to recruit and retain key competence, promote long-term engagement in the business and align the interests of the participants with those of the shareholders.

The program is structured as a performance share plan with a vesting period of three (3) years. Following the vesting period, each vested performance share right entitles the participant to receive one Class B share in the company free of charge, provided that the participant has remained employed by the company throughout the vesting period and that the performance condition for the program, namely adjusted EBITDA (“Adjusted EBITDA”), has been satisfied. The maximum number of performance share rights that may be allocated under LTIP 2026 is 715,000, corresponding to a dilution of approximately 2.0 per cent of the total number of shares in the company.

15(A) The Board of Directors’ proposal for implementation of LTIP 2026
The Board of Directors proposes that the Annual General Meeting resolves to implement LTIP 2026 on the terms and conditions set out below. Having taken into account the structure of the program, the proposed allocation and the circumstances in general, the Board of Directors considers the proposal to be balanced and beneficial for the company and its shareholders.

Participants in LTIP 2026 and allocation of performance share rights
LTIP 2026 shall be offered to the CEO, other members of Executive Management, Managers and certain Key Employees of the company. The Board of Directors shall resolve on allocation under LTIP 2026 as soon as practicable after the Annual General Meeting 2026, and no later than 31 July 2026. Newly hired employees may be offered participation in LTIP 2026 up to and including 31 July 2026.

The maximum allocation of performance share rights to each participant shall be determined as a percentage of the participant’s annual fixed base salary at the time of allocation. The number of performance share rights allocated to each participant shall be calculated based on the volume-weighted average price (VWAP) of the company’s share during the twenty (20) trading days immediately preceding the Annual General Meeting 2026. The table below sets out the participant categories, the maximum number of participants in each category and the maximum allocation for an individual in each category.

Individual allocations within each category may vary based on position, level of responsibility and market conditions. However, the aggregate number of performance share rights allocated under LTIP 2026 may not exceed 715,000.

Conditions for allocation
Each performance share right may, following the expiry of the vesting period of three (3) years and subject to the fulfilment of the conditions for allocation, entitle the participant to receive one Class B share in the company free of charge. Performance share rights may not be transferred or pledged. Delivery of shares, if any, shall take place as soon as practicable following the expiry of the vesting period.

The number of Class B shares that may be delivered pursuant to the performance share rights may be subject to recalculation in the event of, inter alia, a bonus issue, share split, reverse share split, rights issue or similar corporate actions, in accordance with the terms and conditions of LTIP 2026.

Allocation of shares is conditional upon the participant remaining employed by the company throughout the vesting period, subject to customary good leaver exceptions as determined by the Board of Directors, and upon fulfilment of the applicable performance conditions.

The Board of Directors shall be entitled to make such adjustments to LTIP 2026 as may be necessary to comply with local legislation, market requirements and restrictions in certain jurisdictions, or if the allocation or delivery of Class B shares to individuals outside Sweden cannot be implemented at reasonable cost and with reasonable administrative effort. Such adjustments may include, for example, resolving that participants shall instead be offered cash-based settlement.

Performance targets and vesting period
Of the total number of performance share rights that may be allocated under LTIP 2026, 100 per cent shall be conditional upon the achievement of performance targets relating to Adjusted EBITDA for the financial year 2026. The Board of Directors considers that a one-year performance measurement period creates a focused incentive linked to the company’s operational priorities, while the remaining two years of the three-year vesting period support retention and long-term commitment.

The Board of Directors has determined a minimum level and a maximum level for target achievement in respect of Adjusted EBITDA. If the minimum level is achieved, vesting shall occur in respect of a certain portion of the performance share rights subject to the Adjusted EBITDA condition. If the maximum level is achieved or exceeded, full vesting shall occur in respect of all performance share rights subject to the Adjusted EBITDA condition. If the outcome falls between the minimum and maximum levels, vesting shall be determined on a linear basis. The performance levels are considered commercially sensitive and will therefore be disclosed retrospectively. The level required for maximum vesting, and the extent to which the performance condition has been satisfied, will be reported in the remuneration report for the financial year 2026.

Dilution effect of LTIP 2026
The maximum number of performance share rights that may be allocated under LTIP 2026 is 715,000. Each vested and allotted performance share right entitles the participant to receive one Class B share in the company. Accordingly, the maximum number of shares that may be delivered under LTIP 2026 is 715,000, corresponding to a maximum dilution of approximately 2.0 per cent of the total number of shares in the company and approximately 1.0 per cent of the total number of votes in the company.

Estimated costs for LTIP 2026
The Board of Directors considers that LTIP 2026 will entail costs mainly relating to administration, accounting costs and social security contributions.

The costs of LTIP 2026 are intended to be accounted for in accordance with IFRS 2 and recognised over the vesting period. The calculations have been based on the assumption that the maximum number of performance share rights will be allotted and vested, and that each vested performance share right will entitle the participant to receive one Class B share in the company. The share price applied for the purpose of the calculations corresponds to the closing price of the company’s share on the 7th of April 2026 of SEK 16.3, in order to provide an illustration of the expected costs of the program.

Based on these assumptions, the total estimated cost for LTIP 2026 under IFRS 2 amounts to approximately SEK 11.7 million excluding social security contributions. The estimated cost for social security contributions amounts to approximately SEK 4.9 million, based on an assumed annual share price increase of 10 per cent during the term of the program and a social security contribution rate of 31.42 per cent.

Other outstanding share-based incentive programs
The company currently has no outstanding share-based incentive programs.

Preparation of the proposal
The proposal has been prepared by the Board of Directors together with external advisors.

15(B) Hedging measures for LTIP 2026
The Board of Directors has evaluated different methods to secure the financial exposure and transfer of shares in accordance with the LTIP 2026, such as transfer of own shares and an equity swap agreement with a third party. The Board of Directors considers a directed issue of redeemable and convertible Class C shares and transfer of such shares, after conversion to Class B shares, to the participants in LTIP 2026 to be the most cost-effective and flexible method for hedging the financial exposure and transfer of shares under LTIP 2026.

The Board of Directors proposes that the main option to secure the financial exposure shall be transfer of own shares (item 15(B)), since the cost associated with an equity swap agreement vastly exceeds the costs of transferring own shares.

Should the majority requirement under item 15(B) not be reached, the Board of Directors proposes that the Annual General Meeting approves the entering into an equity swap agreement with a third party (item 15(C)).

The Board of Directors’ proposals under items 15(B)(i)–(iv) below are interdependent and shall therefore be resolved upon as one single resolution.

(i) Amendments to the articles of association
In order to enable the hedging measures proposed under this item 15(B), the Board of Directors proposes that the Annual General Meeting resolves to amend § 6, § 7 and § 14 of the company’s articles of association by introducing a new series of shares, redeemable and convertible Class C shares, as set out below.

The full text of the proposed new articles of association will be made available on the company’s website no later than three weeks prior to the Annual General Meeting.

(ii) Authorization for the Board of Directors to resolve on the issue of redeemable and convertible Class C shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, on one or more occasions prior to the next Annual General Meeting, and with deviation from the shareholders’ pre-emptive rights, to resolve on a new issue of redeemable and convertible Class C shares. For issues resolved pursuant to the authorisation, the following terms and conditions shall apply:

1. The number of Class C shares that may be issued shall amount to a maximum of 715,000.
2. The new Class C shares shall, with deviation from the shareholders’ pre-emptive rights, be subscribed for solely by a pre-arranged external party.
3. The amount payable for each new share shall correspond to the share’s quota value at the time of subscription.
4. The new Class C shares shall be subject to restrictions pursuant to Chapter 4, Section 6 (conversion clause) and Chapter 20, Section 31 (redemption clause) of the Swedish Companies Act.

(iii) Authorization for the Board of Directors to resolve on the repurchase of all issued redeemable and convertible Class C shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or more occasions prior to the next Annual General Meeting, to resolve on the repurchase of all issued redeemable and convertible Class C shares in the company on the following terms and conditions:

1. Repurchase may be effected through an offer directed to all holders of Class C shares in the company.
2. Repurchase shall be made at the quota value applicable at the time of subscription pursuant to item (ii) above.
3. Payment for repurchased shares shall be made in cash.
4. The Board of Directors shall be entitled to determine the other terms and conditions of the repurchase.
5. Repurchase may also be made of so-called interim shares, designated by Euroclear Sweden AB as Paid Subscribed Shares (BTA), relating to Class C shares.

(iv) Transfer of own Class B shares to the participants in LTIP 2026
The Board of Directors proposes that the Annual General Meeting resolves that the company’s own Class B shares, including shares issued and repurchased in accordance with items (ii) and (iii) above, following conversion into Class B shares, may be transferred to the participants under LTIP 2026. Transfers of the company’s own Class B shares to participants in LTIP 2026 may be made on the following terms and conditions:

1. Transfers may be made only of Class B shares in the company, whereby a maximum of 715,000 Class B shares may be transferred free of charge to participants in LTIP 2026.
2. The right to acquire Class B shares in the company free of charge shall, with deviation from the shareholders’ pre-emptive rights, vest in the participants in LTIP 2026.
3. Transfers of Class B shares in the company shall be made free of charge at the time and on the other terms and conditions under which participants in LTIP 2026 are entitled to be allotted shares.
4. The number of Class B shares in the company that may be transferred within the framework of LTIP 2026 shall be subject to recalculation as a result of any intervening share split, reverse share split and/or other similar corporate actions.

15(C) Entering into an equity swap agreement with a third party
Should the majority required under item 15(B) above not be reached, the Board of Directors proposes that the Annual General Meeting resolves that the expected financial exposure of LTIP 2026 shall be hedged by the company by entering into an equity swap agreement with a third party on terms in accordance with market conditions, whereby the third party in its own name shall be entitled to acquire and transfer Class B shares in the company to the participants of LTIP 2026.

Item 16 – Resolution regarding authorization for the Board of Directors to resolve on repurchase of own shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or more occasions prior to the next Annual General Meeting, to resolve on repurchase of own Class B shares on principally the following terms and conditions:

1. Purchases may be made up to a maximum number of Class B shares that the company’s holding of own shares corresponds to no more than one tenth of all shares in the company.
2. Purchases of Class B shares may only be effected on Nasdaq Stockholm at a price per share that does not exceed a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is made, including when the shares are traded on different trading venues. However, in the case of acquisitions carried out by a stock broker as assigned by the company, the price for own shares may correspond to the volume weighted average price during the period in which the shares were acquired, even if the volume weighted average price on the day of delivery to the company falls outside the price range. Purchases may not be made at a price lower than the lowest price at which an independent purchase can be made.
3. The main reason for possible purchases is to give the company flexibility regarding its equity and thereby optimize the capital structure of the company. Purchases may also be made for the purpose of hedging the company’s obligations and costs related to LTIP 2026, including to enable delivery of shares to participants in LTIP 2026.
4. The Board of Directors shall have the right to determine other conditions for purchases in accordance with the authorization.
5. The Board of Directors or a person appointed by the Board of Directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the execution of the resolution.

OTHER INFORMATION

Majority requirement

To adopt a valid resolution under item 14, the resolution must be supported by shareholders representing not less than two thirds of the votes cast and the shares represented at the meeting. A valid resolution under item 15(A) requires a simple majority among the votes cast. A valid resolution under item 15(B) requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the meeting approve the resolution. A valid resolution under item 15(C) requires a simple majority among the votes cast. A valid resolution under item 16 requires that shareholders representing not less than two-thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.

Number of shares and votes

At the time of the publication of this notice, there were a total of 35,043,885 shares in Bactiguard and 71,043,885 votes in the company, in the form of 4,000,000 Class A shares each entitling the shareholder to 10 votes and 31,043,885 Class B shares each entitling the shareholder to one vote. The company does not hold any shares in treasury.

The right to obtain information

The Board of Directors and the CEO shall, upon request by a shareholder and provided the Board of Directors is of the opinion that such can occur without material harm to the company, provide information regarding any circumstances which may affect the assessment of a matter on the agenda, circumstances which may affect the assessment of the company’s or a subsidiary’s financial position, and the company’s relationship to other Group companies and the Group accounts.

Shareholders who wish to submit questions in advance can do so to Bactiguard at the address below.

Documentation etc.

The Board’s complete resolution, the Nomination Committee’s resolution and justification, accounting documents, auditor’s report, the auditor’s opinion on whether the guidelines for remuneration to executive management adopted by the AGM, the Board’s remuneration report and other AGM documents are available at Bactiguard at the address Alfred Nobels allé 150 Tullinge and on Bactiguard’s website, https://ir.bactiguard.com/ no later than Tuesday, April 28, 2026 and will be sent to the shareholders who request it from Bactiguard and state their address. The above-mentioned documents are also presented at the Annual General Meeting.

Processing of personal data

Bactiguard Holding AB (publ) is responsible for the processing of personal data carried out in connection with the Annual General Meeting. Information on how such personal data is processed can be found in the company’s policy on the processing of personal data in connection with the Annual General Meeting, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Stockholm, April 2026
Bactiguard Holding AB (publ)
The Board of Directors

This is a translation of the Swedish version. In the event of deviations, the Swedish version available on the company’s website applies, https://ir.bactiguard.com/.