NOTICE OF EXTRAORDINARY GENERAL MEETING IN WS WESPORTS GROUP AB (PUBL)
The shareholders of WS WeSports Group AB (publ) reg. no. 559237-3632 (“WeSports” or the “Company”) are hereby given notice to attend the Extraordinary General Meeting (the “EGM”) on 9 March 2026 at 10.00 CET at WeSport’s premises on address Hans Michelsensgatan 9, 8th floor, 211 20 Malmö. Registration will begin at 09.30 CET.
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
Right to participate
Shareholders that wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 27 February 2026 and shall have notified the Company of their intention to participate at the EGM no later than on 3 March 2026. Notice to participate shall be given in writing by e-mail to wesportsgroup@fredersen.se or by post to WeSports Group c/o Fredersen Advokatbyrå, Neptunigatan 82, 211 18 Malmö. The notice shall contain the shareholder’s name, 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 EGM, 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 27 February 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 3 March 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 EGM, 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.wesportsgroup.com, and will be provided to shareholders upon request.
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- The Board’s proposal to adopt a new long-term incentive programme (LTIP 2026/2029) for key personnel within the Company’s group
- The Board’s proposal to adopt a new long-term incentive programme (LTIP 2026/2030) for key personnel within the Company’s group
- The Board’s proposal to adopt a new long-term incentive programme (LTIP 2026/2031) for key personnel within the Company’s group
- Closing of the meeting
Proposed resolutions
The Board’s proposal to adopt a new long-term incentive programme (LTIP 2026/2029) for key personnel within the Company’s group (item 7)
The Board of Directors proposes that the EGM resolves to issue not more than 122,000 warrants of series TO 2026/2029 within the scope of a long-term incentive programme for the CEO, other senior executives and other employees and consultants (“Key Persons”) within WeSports and the Company’s group as follows.
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emption rights, accrue to WeSports. The warrants are issued free of charge to WeSports and the Company shall then transfer the warrants to the participants in the incentive programme. In total, the incentive programme covers a maximum of 20 current and future Key Persons in WeSports and the WeSports group. The incentive programme means that Key Persons within the WeSports group are offered the opportunity to acquire warrants at market value calculated according to the Black-Scholes valuation model.
Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 120 per share. The number of shares that each warrant entitles to subscribe for, as well as the subscription price, shall be recalculated in the event of a split, reverse share split, issues, etc. in accordance with customary recalculation terms. The full terms and conditions for the warrants shall apply in all other aspects, as set out in the Board’s complete proposal.
Each warrant entitles the holder to subscribe for one new share in WeSports during the period from and including 15 March 2029 up to and including 30 March 2029. If subscription of shares cannot take place during this period due to the participant having access to insider information, subscription must be made as soon as practicably possible after the information has ceased to be considered as insider information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
The price per warrant shall be determined by an independent valuation institute as appointed by the Company and correspond to the market value of the warrant at the time of the acquisition, calculated in accordance with the Black-Scholes valuation formula. Based on a share price of SEK 64.5 per share, the market value of the warrants has been preliminarily calculated to SEK 4.09 per warrant.
The last day for acquisition of warrants shall be the day prior to the Annual General Meeting 2026. If acquisitions cannot take place before this date due to the participant having access to insider information, acquisitions must be made as soon as practicably possible after the information has ceased to be considered as insider information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
To be entitled to participate in the incentive programme, the participant must have entered into a pre-purchase agreement with WeSports, whereby WeSports, with certain exceptions, reserves the right to repurchase warrants if the participant’s employment or assignment in the WeSports group ends or if the participant wishes to transfer the warrants before the warrants can be exercised.
The Company may enable the participants to exercise their warrants to subscribe for shares through a so-called “cashless exercise” procedure deemed appropriate by the Company, including but not limited to loan-financed exercise of the warrants, as well as permit that the participants transfer their warrants for the purpose of financing the exercise.
Allocation of warrants
The right to acquire warrants shall accrue to a maximum of 20 current and future Key Persons within the WeSports group. Each participant may be offered to acquire a maximum of 40,260 warrants. In light of the fact that the participants in the incentive programme constitute a limited group, that the Company is in a growth phase and that new Key Persons may be added through new recruitments, the Board of Directors has assessed that the participants in the incentive programme shall not be divided into different categories.
If warrants remain after all applications have been satisfied (i.e. in the event of so-called “undersubscription”), the remaining number may be allocated to the participants, whereby the Board of Directors shall determine the allocation based on the number of warrants applied for by each person who wishes to receive additional allocation. However, such allocation may at most result in the maximum number of warrants per person being exceeded by 100 percent. In the event of oversubscription, the number of warrants shall be reduced pro rata for the participants based on how many warrants each participant has applied to subscribe for. A prerequisite for the offer shall be that the person concerned has entered into a pre-purchase agreement with the Company. The Board shall have the right to resolve on the detailed allocation in accordance with the above principles.
Costs and dilution
The warrants will be transferred at market value, which means that no social security contributions are to be paid by WeSports due to the acquisition of the warrants.
Based on the number of shares in WeSports per day of the notice to the EGM, the maximum dilution effect of the warrant programme will be approximately 0.44 percent. Considering the shares that have been subscribed for or acquired by participants in the previously implemented incentive programme in the Company for key persons within the group (LTIP 2024), as well as the other incentive programmes proposed by the Board of Directors to key persons in WeSports, the maximum dilution amounts to approximately 4.00 percent.
The incentive programme is expected to only have a marginal effect on the Company’s key ratios.
The rationale for the incentive programme
The Board of Directors considers that a share-related incentive programme is an important part of a competitive remuneration package to attract and motivate the Company’s Key Persons, as well as maximize value creation for all shareholders. The Board of Directors further considers that the warrant programme will increase the participants’ involvement in the Company’s operations, strengthen loyalty to the Company and be in favor of both the Company and its shareholders. The Board of Directors therefore considers, based on the design of the incentive programme, that there is no need to establish any predetermined and measurable performance criteria for participation in the programme.
Preparation of the proposal
The incentive programme has been prepared by the Board of Directors in consultation with external advisors. The proposal has been reviewed at meetings of the Board of Directors during the spring of 2026.
For a description of the Company’s other long-term incentive programmes, please visit WeSports’s website, www.wesportsgroup.com.
The Board’s proposal to adopt a new long-term incentive programme (LTIP 2026/2030) for key personnel within the Company’s group (item 8)
The Board of Directors proposes that the EGM resolves to issue not more than 122,000 warrants of series TO 2026/2030 within the scope of a long-term incentive programme for the CEO, other senior executives and other employees and consultants (“Key Persons”) within WeSports and the Company’s group as follows.
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emption rights, accrue to WeSports. The warrants are issued free of charge to WeSports and the Company shall then transfer the warrants to the participants in the incentive programme. In total, the incentive programme covers a maximum of 20 current and future Key Persons in WeSports and the WeSports group. The incentive programme means that Key Persons within the WeSports group are offered the opportunity to acquire warrants at market value calculated according to the Black-Scholes valuation model.
Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 130 per share. The number of shares that each warrant entitles to subscribe for, as well as the subscription price, shall be recalculated in the event of a split, reverse share split, issues, etc. in accordance with customary recalculation terms. The full terms and conditions for the warrants shall apply in all other aspects, as set out in the Board’s complete proposal.
Each warrant entitles the holder to subscribe for one new share in WeSports during the period from and including 1 March 2030 up to and including 31 March 2030. If subscription of shares cannot take place during this period due to the participant having access to insider information, subscription must be made as soon as practicably possible after the information has ceased to be considered as insider information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
The price per warrant shall be determined by an independent valuation institute as appointed by the Company and correspond to the market value of the warrant at the time of the acquisition, calculated in accordance with the Black-Scholes valuation formula. Based on a share price of SEK 64.5 per share, the market value of the warrants has been preliminarily calculated to SEK 5.26 per warrant.
The last day for acquisition of warrants shall be the day prior to the Annual General Meeting 2027. If acquisitions cannot take place before this date due to the participant having access to insider information, acquisitions must be made as soon as practicably possible after the information has ceased to be considered as insider information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
To be entitled to participate in the incentive programme, the participant must have entered into a pre-purchase agreement with WeSports, whereby WeSports, with certain exceptions, reserves the right to repurchase warrants if the participant’s employment or assignment in the WeSports group ends or if the participant wishes to transfer the warrants before the warrants can be exercised.
The Company may enable the participants to exercise their warrants to subscribe for shares through a so-called “cashless exercise” procedure deemed appropriate by the Company, including but not limited to loan-financed exercise of the warrants, as well as permit that the participants transfer their warrants for the purpose of financing the exercise.
Allocation of warrants
The right to acquire warrants shall accrue to a maximum of 20 current and future Key Persons within the WeSports group. Each participant may be offered to acquire a maximum of 40,260 warrants. In light of the fact that the participants in the incentive programme constitute a limited group, that the Company is in a growth phase and that new Key Persons may be added through new recruitments, the Board of Directors has assessed that the participants in the incentive programme shall not be divided into different categories.
If warrants remain after all applications have been satisfied (i.e. in the event of so-called “undersubscription”), the remaining number may be allocated to the participants, whereby the Board of Directors shall determine the allocation based on the number of warrants applied for by each person who wishes to receive additional allocation. However, such allocation may at most result in the maximum number of warrants per person being exceeded by 100 percent. In the event of oversubscription, the number of warrants shall be reduced pro rata for the participants based on how many warrants each participant has applied to subscribe for. A prerequisite for the offer shall be that the person concerned has entered into a pre-purchase agreement with the Company. The Board shall have the right to resolve on the detailed allocation in accordance with the above principles.
Costs and dilution
The warrants will be transferred at market value, which means that no social security contributions are to be paid by WeSports due to the acquisition of the warrants.
Based on the number of shares in WeSports per day of the notice to the EGM, the maximum dilution effect of the warrant programme will be approximately 0.44 percent. Considering the shares that have been subscribed for or acquired by participants in the previously implemented incentive programme in the Company for key persons within the group (LTIP 2024), as well as the other incentive programmes proposed by the Board of Directors to key persons in WeSports, the maximum dilution amounts to approximately 4.00 percent.
The incentive programme is expected to only have a marginal effect on the Company’s key ratios.
The rationale for the incentive programme
The Board of Directors considers that a share-related incentive programme is an important part of a competitive remuneration package to attract and motivate the Company’s Key Persons, as well as maximize value creation for all shareholders. The Board of Directors further considers that the warrant programme will increase the participants’ involvement in the Company’s operations, strengthen loyalty to the Company and be in favor of both the Company and its shareholders. The Board of Directors therefore considers, based on the design of the incentive programme, that there is no need to establish any predetermined and measurable performance criteria for participation in the programme.
Preparation of the proposal
The incentive programme has been prepared by the Board of Directors in consultation with external advisors. The proposal has been reviewed at meetings of the Board of Directors during the spring of 2026.
For a description of the Company’s other long-term incentive programmes, please visit WeSports’s website, www.wesportsgroup.com.
The Board’s proposal to adopt a new long-term incentive programme (LTIP 2026/2031) for key personnel within the Company’s group (item 9)
The Board of Directors proposes that the EGM resolves to issue not more than 122,000 warrants of series TO 2026/2031 within the scope of a long-term incentive programme for the CEO, other senior executives and other employees and consultants (“Key Persons”) within WeSports and the Company’s group as follows.
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emption rights, accrue to WeSports. The warrants are issued free of charge to WeSports and the Company shall then transfer the warrants to the participants in the incentive programme. In total, the incentive programme covers a maximum of 20 current and future Key Persons in WeSports and the WeSports group. The incentive programme means that Key Persons within the WeSports group are offered the opportunity to acquire warrants at market value calculated according to the Black-Scholes valuation model.
Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 140 per share. The number of shares that each warrant entitles to subscribe for, as well as the subscription price, shall be recalculated in the event of a split, reverse share split, issues, etc. in accordance with customary recalculation terms. The full terms and conditions for the warrants shall apply in all other aspects, as set out in the Board’s complete proposal.
Each warrant entitles the holder to subscribe for one new share in WeSports during the period from and including 1 March 2031 up to and including 31 March 2031. If subscription of shares cannot take place during this period due to the participant having access to insider information, subscription must be made as soon as practicably possible after the information has ceased to be considered as insider information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
The price per warrant shall be determined by an independent valuation institute as appointed by the Company and correspond to the market value of the warrant at the time of the acquisition, calculated in accordance with the Black-Scholes valuation formula. Based on a share price of SEK 64.5 per share, the market value of the warrants has been preliminarily calculated to SEK 6.36 per warrant.
The last day for acquisition of warrants shall be the day prior to the Annual General Meeting 2028. If acquisitions cannot take place before this date due to the participant having access to insider information, acquisitions must be made as soon as practicably possible after the information has ceased to be considered as insider information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
To be entitled to participate in the incentive programme, the participant must have entered into a pre-purchase agreement with WeSports, whereby WeSports, with certain exceptions, reserves the right to repurchase warrants if the participant’s employment or assignment in the WeSports group ends or if the participant wishes to transfer the warrants before the warrants can be exercised.
The Company may enable the participants to exercise their warrants to subscribe for shares through a so-called “cashless exercise” procedure deemed appropriate by the Company, including but not limited to loan-financed exercise of the warrants, as well as permit that the participants transfer their warrants for the purpose of financing the exercise.
Allocation of warrants
The right to acquire warrants shall accrue to a maximum of 20 current and future Key Persons within the WeSports group. Each participant may be offered to acquire a maximum of 40,260 warrants. In light of the fact that the participants in the incentive programme constitute a limited group, that the Company is in a growth phase and that new Key Persons may be added through new recruitments, the Board of Directors has assessed that the participants in the incentive programme shall not be divided into different categories.
If warrants remain after all applications have been satisfied (i.e. in the event of so-called “undersubscription”), the remaining number may be allocated to the participants, whereby the Board of Directors shall determine the allocation based on the number of warrants applied for by each person who wishes to receive additional allocation. However, such allocation may at most result in the maximum number of warrants per person being exceeded by 100 percent. In the event of oversubscription, the number of warrants shall be reduced pro rata for the participants based on how many warrants each participant has applied to subscribe for. A prerequisite for the offer shall be that the person concerned has entered into a pre-purchase agreement with the Company. The Board shall have the right to resolve on the detailed allocation in accordance with the above principles.
Costs and dilution
The warrants will be transferred at market value, which means that no social security contributions are to be paid by WeSports due to the acquisition of the warrants.
Based on the number of shares in WeSports per day of the notice to the EGM, the maximum dilution effect of the warrant programme will be approximately 0.44 percent. Considering the shares that have been subscribed for or acquired by participants in the previously implemented incentive programme in the Company for key persons within the group (LTIP 2024), as well as the other incentive programmes proposed by the Board of Directors to key persons in WeSports, the maximum dilution amounts to approximately 4.00 percent.
The incentive programme is expected to only have a marginal effect on the Company’s key ratios.
The rationale for the incentive programme
The Board of Directors considers that a share-related incentive programme is an important part of a competitive remuneration package to attract and motivate the Company’s Key Persons, as well as maximize value creation for all shareholders. The Board of Directors further considers that the warrant programme will increase the participants’ involvement in the Company’s operations, strengthen loyalty to the Company and be in favor of both the Company and its shareholders. The Board of Directors therefore considers, based on the design of the incentive programme, that there is no need to establish any predetermined and measurable performance criteria for participation in the programme.
Preparation of the proposal
The incentive programme has been prepared by the Board of Directors in consultation with external advisors. The proposal has been reviewed at meetings of the Board of Directors during the spring of 2026.
For a description of the Company’s other long-term incentive programmes, please visit WeSports’s website, www.wesportsgroup.com.
Majority requirements
Resolutions in accordance with items 7, 8 and 9 above require approval of at least nine tenths (9/10) of the shares represented and votes cast at the EGM.
Further information
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 two weeks prior to the EGM. 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.
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
Malmö, February 2026
WS WeSports Group AB (publ)
The Board of Directors