The shareholders of JonDeTech Sensors AB (publ), reg. no. 556951–8532 (the “Company”) are hereby invited to the Extraordinary General Meeting to be held on 2 December 2026 at 10.00 at the Company’s office at Drottning Kristinas väg 45 in Stockholm. Registration will begin at 09.45.
N.B. The English version is an unofficial translation.
Right to attend the meeting
Shareholders who wish to participate in the Extraordinary General Meeting must:
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Extraordinary General Meeting, register their shares in their own name so that they are entered in the share register as of the record date, 24 November 2026. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee’s procedures. Voting rights registrations completed (registered with Euroclear Nordics AB) no later than 26 November 2026 will be taken into account in the preparation of the share register.
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. The power of attorney is valid for a maximum of one year from its date of issue or for such longer period of validity as is specified in the power of attorney, but no longer than five years from its date of issue. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent document for the legal entity must be attached. The original power of attorney and any registration certificate should be sent to the Company well in advance of the meeting. A proxy form is available on the Company’s website (www.jondetech.com).
DRAFT AGENDA
PROPOSED RESOLUTIONS
Item 7 – Resolution to amend the articles of association
In order to enable the reduction of the share capital pursuant to item 8 and the rights issue resolved upon by the Board of Directors on 30 October 2026, the Board of Directors proposes that the Extraordinary General Meeting resolve to amend the limits for the share capital and the number of shares in the articles of association as follows. The other provisions of the articles of association remain unchanged. As of the date of this notice, there are a total of 99,577,003 shares in the Company and the share capital amounts to SEK 18,720,476.564.
| Current wording | Proposed wording |
| Section 4 Share capital The share capital shall be at least SEK 10 904 000 and no more than SEK 43 616 000. | Section 4 Share capital The share capital shall be at least SEK 14 625 000 and no more than SEK 58 500 000. |
| Section 5 Number of shares The number of shares in the Company shall be at least 58 000 000 and no more than 232 000 000. | Section 5 Number of shares The number of shares in the Company shall be at least 325 000 000 and no more than 1 300 000 000. |
The resolution is conditional upon the Extraordinary General Meeting also resolving in accordance with the Board of Directors’ proposals under items 8 and 9. Should the share capital or the number of shares in the Company, following registration of the reduction of the share capital and the rights issue, fall below the proposed limits in the articles of association, the limits shall be reduced to the extent required to enable registration.
The CEO, or such person as the Board of Directors appoints, shall be entitled to make such minor adjustments as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB.
For a valid resolution, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
Item 8 – Resolution to reduce the share capital without cancellation of shares to cover losses
The Board of Directors proposes that the Extraordinary General Meeting resolve to reduce the Company’s share capital by SEK 14,239,511.429 to cover losses. The reduction shall be carried out without cancellation of shares by changing the quota value of each share from approximately SEK 0.188 to SEK 0.045. The number of shares is not affected by the reduction of the share capital.
The purpose of the proposal is to provide the Company with a more appropriate quota value and to enable the Company to carry out the rights issue pursuant to item 9 of the agenda at the subscription price stated therein. The reduction shall be used to cover losses that cannot be covered by unrestricted equity according to the most recently adopted balance sheet. Following completion of the reduction in accordance with the proposal, the Company’s share capital will amount to SEK 4 480 965.135, divided into 99,577,003 shares (prior to the rights issue), each share having a quota value of SEK 0.045.
As the reduction is made to cover losses, no authorisation from the Swedish Companies Registration Office or a general court is required to implement the resolution. The reduction of the share capital shall be registered with the Swedish Companies Registration Office at the same time as the amendment to the articles of association pursuant to item 7 and the registration of the shares in the rights issue pursuant to item 9.
The CEO, or such person as the Board of Directors appoints, shall be entitled to make such minor adjustments as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB.
For a valid resolution under this item, the resolution must be supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
The resolution to reduce the share capital is conditional upon the Extraordinary General Meeting also resolving to amend the articles of association pursuant to item 7 and approving the rights issue pursuant to item 9, and upon the registration of those resolutions with the Swedish Companies Registration Office.
Item 9 – Resolution to approve the Board of Directors’ resolution dated 30 October 2026 on an issue of units with preferential rights for existing shareholders
On 30 October 2026, subject to approval by the Extraordinary General Meeting, the Board of Directors resolved on an issue of no more than 99,577,003 units consisting of shares and warrants of series TO6, with preferential rights for existing shareholders, corresponding to issue proceeds of no more than approximately SEK 54.8 million before issue costs (the “Rights Issue”). The Board of Directors proposes that the Extraordinary General Meeting approve the Board of Directors’ resolution on the Rights Issue in accordance with the terms and conditions set out below.
The Board of Directors, or any person appointed by the Board of Directors, shall be entitled to make such minor adjustments to the above resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Nordics AB.
A resolution pursuant to this item is conditional upon the Extraordinary General Meeting also resolving on an amendment to the articles of association pursuant to item 7 and a reduction of the share capital pursuant to item 8 on the agenda, and upon such resolutions being registered with the Swedish Companies Registration Office.
In connection with the Rights Issue, the Company intends to prepare an EU Follow-on Prospectus (the “Prospectus”). The Prospectus is expected to be published on the Company’s website around 3 December 2026, before the beginning of the subscription period.
Item 10 – Resolution to authorise the Board of Directors to make minor adjustments to the resolutions passed at the general meeting
The Board of Directors proposes that the Extraordinary General Meeting authorise the Board of Directors, the CEO, or any person otherwise appointed by the Board of Directors or the CEO, to make such minor adjustments and clarifications to the resolutions passed at the general meeting to the extent necessary for registration of the resolutions with the Swedish Companies Registration Office and Euroclear Nordics AB.
Shareholders’ right to receive information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders are entitled at the Extraordinary General Meeting to request that the Board of Directors and the CEO provide information regarding circumstances that may affect the assessment of an item on the agenda. The Board of Directors and the CEO shall disclose such information if the Board of Directors considers that this can be done without material harm to the Company.
Documents
The documents to be made available and presented at the Extraordinary General Meeting will be available on the Company’s website (www.jondetech.com) no later than three weeks before the general meeting. Copies of these documents will also be sent to shareholders who request them and state their postal address or email address, and will be available at the Extraordinary General Meeting. Requests for documents should be sent to the same postal address or email address as notices of attendance at the Extraordinary General Meeting.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company is 99,577,003. The Company holds no treasury shares.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear’s website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
_____________________________
Stockholm in October 2026
JonDeTech Sensors AB (publ)
The Board of Directors
For more information, please contact:
Jonas Wærn, CEO
tel: +46 703 22 86 63
jonas.waern@jondetech.com
About JonDeTech
JonDeTech is a Swedish high-tech company developing digital and analogue heat sensors for measuring Core Body Temperature (CBT). The Company’s patented sensor technology combines a very small form factor with high accuracy and low power consumption, enabling integration into high-volume products such as wearables, medical sensors and other consumer products. The technology is designed to enable continuous body temperature monitoring in mass-produced consumer products, representing the next major technological step in digital health and wearables as body temperature data becomes as established as heart rate monitoring. JonDeTech operates through a global network of distributors and partners, with the objective of supplying sensors to leading global players in consumer electronics and digital health.
JonDeTech’s share is listed on NGM Growth Market.
Read more at www.jondetech.com.