Right to participate and notice
Only shareholders who are recorded in their own name in the Company’s share ledger kept by Euroclear Sweden AB (The Swedish Central Securities Depository Euroclear Sweden AB) as of 15 May 2024 have the right to participate in the shareholders’ meeting. Shareholder also ought to have given notice no later than on 17 May 2024 to the Company of their intent to participate.

Notice of intent to participate in the annual shareholders’ meeting can be given in writing to Mentice AB, att: Mentice AB, Annual Shareholders’ Meeting, Odinsgatan 10, 411 03 Gothenburg, or by e-mail to stefani.erceg@mentice.com.

The notice ought to specify the shareholder’s name, personal identity or company registration number, address, work-hour telephone number and shareholding, and names of any advisors.

Trustee-registered shares
In order to be entitled to participate in the meeting, shareholders whose shares are trustee-registered must temporarily register their shares in their own names. Shareholders that wish to execute such registration must well in advance before 17 May 2024 notify its trustee. The registration must be executed with Euroclear Sweden AB on 17 May 2024.

Proxies
Shareholder who intends to participate by proxy must provide the proxy with a written and dated power of attorney signed by the shareholder in original to the meeting. If the power of attorney is issued by a legal entity, the registration certificate of the legal entity (Sw. registreringsbevis) or similar document of authorization for the legal entity need to be brought as well. The documents brought forward may not be dated longer than one year back. However, the validity period for the power of attorney might be longer, but no more than five years from the date of issuance. Power of attorney-templates can be found at the Company’s webpage www.mentice.com. To order a power of attorney the same address and e-mail as the notice to the annual shareholders’ meeting can be used.

In order to facilitate registration, power of attorney and documents of authorization should be the Company to hand at the abovementioned address on 17 May 2024 at the latest.

Proposed agenda

1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the register of voters.
4. Election of one or two persons to confirm the minutes.
5. Consideration of whether the meeting has been properly convened.
6. Approval of the agenda.
7. Presentation of the annual report and presentation of consolidated annual report and auditor’s report.
8. Resolutions
   a. regarding adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
   b. regarding allocation of the company’s profit/loss according to the adopted balance sheet,
   c. regarding discharge from liability for the members of the Board of Directors and the managing director
9. Determination of fees for the members of the Board of Directors and auditors.
10. Election of members of the Board of Directors and appointment of auditors and deputy auditors, if any.
11. Resolution on the adoption of guidelines for remuneration to senior executives.
12. Resolution regarding authorisation for the Board of Directors to resolve on issue of shares.
13. Resolution regarding
    a. implementation of the 2024 Share Option Scheme, and
    b. the directed issue of warrants under the 2024 Share Option Scheme and approval of the subsequent transfer of warrants.
14. Closing of the meeting.

Resolution proposals
Item 2: In accordance with the nomination committee's proposal, it is proposed that Erik Thimfors, Setterwalls Advokatbyrå, or whomever he appoints in his place, shall be appointed chairman of the meeting.

Item 8 (b): The board of directors proposes that the year’s loss be disposed of in accordance with the disposal proposal included in the management report and that no dividend be distributed.

Item 8 (c): The auditor endorses that the annual general meeting discharges the members of the board of directors and the managing director from liability for the financial year of 2023. Resolutions regarding discharge from liability are made through individual, and separate decision for each of the board members and the managing director in the following order:

Item 9: In accordance with the nomination committee's proposal, it is proposed that the annual shareholders’ meeting shall resolve to determine that a fixed yearly fee of in total SEK 1,270,000 whereof SEK 110,000 shall be paid to Johann Koss, SEK 190,000 shall be paid to Gösta Johannesson, Eola Änggård Runsten, David Ballard and Denis Gestin respectively and SEK 400,000 shall be paid to Magnus Nilsson. Lawrence D Howell refrains from being renumerated. The payment is subject to the condition that the board member is elected by the annual shareholders’ meeting and is not employed by the Company or any of its subsidiaries.

The nomination committee furthermore proposes that the fee for the audit committee shall be determined to SEK 60,000 for the chairman and SEK 30,000 per other member. In addition to this, the nomination committee proposes fees to the remuneration committee to SEK 40,000 for the chairman and SEK 20,000 per other member.

Fees to the Company’s auditor is proposed to be paid according to approved invoice.

Item 10: In accordance with the nomination committee's proposal, it is proposed that the Company's board of directors should consist of seven board members without deputies. It is proposed for the time being until the end of the next annual shareholders’ meeting that the Company should have a registered auditing firm without change as an auditor alternate.

Furthermore, it is proposed that as ordinary members of the board of directors shall, until the next annual shareholders’ meeting, be elected Lawrence D. Howell, Denis Gestin, Gösta Johannesson, David Ballard, Eola Änggård Runsten, Johann Koss and Magnus Nilsson (all re-elected).

A presentation of the persons that the nomination committee have proposed as board of directors are available at the Company’s website, www.mentice.com.

In accordance with the nomination committee's proposal, it is proposed that Magnus Nilsson shall be appointed chairman of the board (re-election) and that KPMG AB (re-election) with Johan Kratz (re-election) as principal auditor is appointed as the Company's auditor without deputy auditors.

Item 11: The board of directors of Mentice AB proposes that the annual shareholders’ meeting resolves on the adoption of guidelines for remuneration and other employment conditions for the senior management. The guidelines also apply to board members in so far as they receive remuneration for services provided to the company or any subsidiaries outside of the scope of the board assignment.

Scope: These guidelines shall encompass those persons that are members of the senior management of the company during the period when the guidelines are in force. The guidelines are applicable on agreements entered into after the resolution of the annual shareholders’ meeting, and as far as changes are made to existing agreements, thereafter. The guidelines do not include remuneration resolved by the shareholders’ meeting, such as remuneration for board members or share-based incentive programs.

More information regarding Mentice vision and business plan can be found in Mentice financial reports at https://www.mentice.com/financial-reports-presentations.

In order for Mentice to be able to execute the company’s business strategy and care for the company’s long-term interests, including sustainability, it is necessary that Mentice can recruit and retain qualified employees. In order to achieve this, Mentice is required to be able to offer competitive remuneration solutions, which these guidelines facilitate.

Remuneration: The main principle is that remuneration and other employment conditions for members of the senior management shall be based on market terms and be competitive in order to ensure that the company can attract and retain competent members of the senior management at a reasonable cost for the company.

The total remuneration for the senior management shall consist of fixed salary, variable remuneration, pension and other benefits. In order to avoid that the senior management is encouraged to take unreasonable risks, there shall be a fundamental balance between fixed and variable remuneration. The fixed salary shall thus be large enough in relation to the total remuneration paid to the member of the senior management in order to render it possible to reduce the variable remuneration to zero. The variable remuneration to a member of the senior management whose function or total remuneration level implies that he or she can have a material effect on the company’s risk profile, may not be greater than 5 times the yearly fixed salary.

Regarding employments that are regulated by laws and regulations other than Swedish, necessary adjustments may be adopted regarding pension benefits and other benefits in order to follow such imperative regulations or fixed local customs, whereas these guidelines’ overall purpose shall be applied as far as possible.

Fixed salary: Each member of the senior management shall be offered a fixed salary on market terms, based on the work instructions, degree of difficulty of the work performed, as well as experience, responsibilities, competence and performance. The fixed salary shall be adjusted annually.

Variable remuneration: In addition to the fixed annual salary, the members of the company senior management may be offered variable remuneration which shall be paid in cash and based on the result in relation to performance goals within the respective area of responsibility and be in line with the shareholders’ interests. Variable remuneration shall correspond to a maximum of 50% of the fixed annual salary for the CEO and a maximum of 50% of the fixed annual salary for other members of the company senior management, without members of the senior management within sales management, meaning employee whose primary function is sales. Should variable remuneration paid have been based on information that later shows to have been evidently incorrect, the company shall have the possibility to request repayment.

Variable remuneration shall be based on clear, predetermined and measurable criteria and financial results and predefined individual and operational goals, as well as designed with the objective to promote the company’s business plan, long-term value creation, including sustainability. The board of directors shall determine the criteria’s yearly. The variable remuneration is to have a cap. The maximum cap for total variable remuneration to the senior management shall be set annually in connection with the establishment of goals for the coming financial year.

Additional variable remuneration can be provided due to extraordinary circumstances, provided that such extraordinary arrangements are solely made on an individual level in order to either recruit or retain members of the senior management, or as remuneration for an extraordinary work performance beyond the persons ordinary work tasks. Such remuneration may not supersede a sum corresponding to 50 percent of the annually fixed salary and may not be provided more than once a year per person. Resolutions regarding such remuneration shall be made by the board of directors.

Pension: Members of the senior management shall, unless otherwise specifically agreed upon, be offered pension terms which are in accordance with the market in the country where the members of the senior management are habitually resident.

Variable remuneration shall, as a main rule, not be pension qualifying.

Other benefits: Other benefits such as a company car, additional health insurance and medical benefits shall be limited in value in relation to other remuneration, and shall be paid only in so far as it is considered to be in accordance with the market for other members of senior managements holding corresponding positions on the employment market where the member in question is operating.

Long-term share based incentive programmes: The annual shareholders’ meeting 2023 resolved to implement an incentive program available for employees in the company’s group and certain consultants tied to the group. Senior executives may also be offered the opportunity to participate in long-term incentive program, which the board of directors proposes at the annual shareholders meeting. Under such incentive programs, senior executives will have the opportunity to subscribe and be allotted warrants against payment in cash corresponding to the warrants market value. Each warrant would entitle the holder to subscribe for one new share in the company against cash payment at a determined subscription price. Since the price per each warrant would correspond to the market value, the company’s assessment is that no payroll expenses or social security contributions will occur for the company in relation to such incentive program.

The board of directors shall each year consider whether the annual shareholders’ meeting is to be proposed to adopt a share-based incentive program. Proposed incentive programs shall contribute to a long-term value growth.

It shall be possible to offer members of the senior management corresponding incentives as should have been offered pursuant to a share-based incentive program, should it show to be practically impossible to effectuate such program in the tax domicile of a member of the senior management, or if the company assesses that such participation cannot take place at reasonable administrative costs or financial contributions. The cost and the investment for the company as well as the incentive and financial outcome for the senior management member in question shall under those circumstances essentially correspond to the share-based incentive program.

Notice: The notice period upon notice given by the company shall be no longer than 12 months for members of the senior management, with a right to redundancy payment after the expiration of the notice period corresponding to not more than 100% of the fixed salary for a maximum of 12 months, meaning that the fixed salary and redundancy payment shall together not exceed 24 months’ fixed salary. Any right to redundancy payment shall, as a main rule, decrease in situations where remuneration is received from another employer. Upon notice given by a member of the senior management, the notice period shall generally be 6 months for the CEO and 3-6 months for other members of the senior management.

Remuneration to board members: If a board member that is elected by the shareholders’ meeting is performing work for Mentice that stretches beyond the tasks of the board of directors, it shall be possible to pay such member of the board of directors for such work through consulting fees to the board member or to a by the board member controlled company provided that the performed work contributes to the implementation of Mentice business strategy as well as the procurement of the long-term interest of Mentice, including its sustainability. Such remuneration shall be market based and shall be approved by the board of directors.

Salary and terms of employment for employees: When preparing of the board of directors proposal for these remuneration guidelines, factors such as salary and terms of employment for the company’s employees have been taken into account through the review of information regarding the employees total remuneration, the remuneration components as well as the remuneration increase and pace of increase over time, which have all constituted part of the board of directors’ basis for decision when evaluating the reasonability and the limitations of the guidelines.

Deviations from the guidelines: The board of directors shall be entitled to deviate from the guidelines in individual cases if there are special reasons for doing so and if it is necessary in order to facilitate the long-term interests of the company, including sustainability. During 2023 no deviations from the adopted guidelines have been applied.

Significant changes to the guidelines: The proposal for guidelines presented at the shareholders’ Meeting 2024 does not entail any significant changes in relation to the company's existing remuneration guidelines.

Item 12: The board of directors in Mentice AB proposes that the annual shareholders’ meeting resolves to authorise the board of directors, until the next annual shareholders’ meeting, on one or several occasions, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares and/or issues of warrants, entitling the holders to subscribe for new shares and/or issues of convertibles, entitling the holders to convert the convertibles to new shares. Issues may be undertaken against cash payment and/or with provisions regarding issue in kind or set off or other provision.

The maximum number of shares to be issued under this authorisation together with any shares possibly issued in connection with use of options and converting of convertibles shall not exceed 2,556,885 shares, implying a maximum dilution of equity of approximately 10 per cent of all outstanding shares in Mentice AB at the time of this resolution proposal.

The incentive for this proposal and the reasons for deviation from the shareholders’ preferential rights and/or the possibility to resolve on issuing of new shares with provisions on issue in kind, set off or other provisions, is to provide the board of directors with flexibility within the Company financing and to enable an accelerated expansion and development of the Company, its markets and products by e.g. acquisition of enterprises, businesses or other assets where payment wholly or partially shall be made with new issued shares and/or the enable the board of directors to swiftly obtain funds for such acquisitions.

The Board of Directors or the person appointed by the board of directors is authorised, to make such minor formal adjustments to the resolution, which may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB. For a valid resolution, this proposal has to be supported by shareholders with at least two thirds of the votes cast as well as of the shares represented at the meeting.

Item 13 (A)-(B): The Board of Directors’ of Mentice AB (the “Company” or “Mentice”) propose that the Annual General Meeting resolve on (13 A.) the adoption of an incentive programme in the form of performance-based share option rights directed at the group management and key individuals of the Mentice group (the “SORP 2024”). The resolution pursuant to item (13 A.) shall also be conditional on the Annual General Meeting resolving on a directed issue of warrants in accordance with the Board’s proposal under item (13 B.) below.

13 A. Introduction of the SORP 2024

Background and rationale
The Board of Directors of the Company is of the opinion that incentive programmes lead to higher motivation and commitment among the employees and strengthen the ties between the employees and the Company. Furthermore, it is the Board’s assessment that the SORP 2024 will contribute to the opportunities to retain knowledgeable and experienced employees and is expected to increase the employees’ interest in the Company’s operations and development of earnings. Overall, it is the Board’s assessment that the SORP 2024 will benefit both the employees and the Company’s shareholders through an increased share value.

Summary of the programme
The SORP 2024 is proposed to comprise of the group management and key individuals, meaning that not more than approximately 26 persons within the Mentice group will be able to participate.

Under the SORP 2024, participants are given the opportunity to receive shares free of charge, so called “Performance Shares”, in accordance with the terms and conditions described below. An offer to participate in the SORP 2024 shall be made as soon as practicably possible.

Within the scope of the SORP 2024, the Board of Directors will grant participants rights free of charge entailing the right to, provided that certain criteria are fulfilled, receive Performance Shares (“Rights”).

Terms and conditions

1. The maximum number of shares will amount to 159,844, whereby 127,844 Performance Shares may be allotted to participants and 32,000 shares may be utilised by the Company to cover social security contributions associated with the programme.
2. Vesting of Rights occurs during the period from 15 June 2024 up to and including 15 June 2027 (“Vesting Period”).
3. To be granted the Rights, the participant must have been employed or engaged within the Mentice group throughout the whole Vesting Period, unless the Board of Directors in its sole discretion decides otherwise.
4. The Rights may not be transferred or pledged.
5. Each Right entitles the participant to receive one Performance Share, free of charge, at the end of the Vesting Period (with some exceptions whereas the Vesting Period can be brought forward).
6. If the participant’s employment or engagement ends before the end of the Vesting Period, the already earned Rights will be lost and will not entitle to Performance Shares, unless the Board of Directors in its sole discretion decides otherwise.
7. Allotment of Performance Shares under the Rights is, except for the above stated, conditional on the achievement of the performance target established by the Board of Directors in whole or in part. The “Performance Target” is based on the average annual total shareholder return (“TSR”) during the Vesting Period as follows:

1. If the Company’s TSR amounts to or exceeds 12 per cent, 100 per cent of the Performance Shares will be allocated.
2. If the Company’s TSR amounts to 11 per cent, 87.5 per cent of the Performance Shares will be allocated.
3. If the Company’s TSR amounts to 10 per cent, 75 per cent of the Performance Shares will be allocated.
4. If the Company’s TSR amounts to 9 per cent, 62.5 per cent of Performance Shares will be allocated.
5. If the Company’s TSR amounts to 8 per cent, 50 per cent of the Performance Shares will be allocated.
6. If the Company’s TSR is less than 8 per cent, no allotment of the Performance Shares will take place.

8. The Board of Directors, or a special committee set up by the Board, shall be responsible for preparing the detailed design and administration of the terms and conditions of the SORP 2024, in accordance with the presented terms and conditions including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or similar measures. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Mentice group or in its environment that would result in that the adopted terms for the SORP 2024 no longer fulfils their objectives.

Allocation of Rights
The SORP 2024 shall comprise of not more than approximately 26 employees within the Mentice group. The maximum number of Rights that can be allotted free of charge per participant and category follows from the table below.

Costs
The SORP 2024 will be reported in accordance with “IFRS 2 – Share-related remuneration”. IFRS 2 stipulates that the Rights shall be expensed as personnel costs over the Vesting Period. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security contributions will be expensed in the income statement in accordance with UFR 7 during the Vesting Period.

The cost of the SORP 2024 is assumed to amount to a total of approximately MSEK 2.5, excluding social security contributions, and is based on the following assumptions: the TSR target has been calculated in accordance with IFRS 2 supported by the Monte Carlo valuation model based on the following assumptions: (i) a closing share price on Nasdaq First North Growth Market on 10 April 2024 corresponding to SEK 34.50, (ii) a volatility of 45 per cent, and (iii) a risk-free interest rate of 2.75 per cent.

Based on the same assumptions as above, and subject to social security contributions of 25 per cent, and a share price increase of approximately 40.5 per cent from the start of the SORP 2024 until the participants are allotted Performance Shares (corresponding to a yearly TSR of 12 per cent), the costs of social security contributions are estimated to amount to approximately MSEK 1.6.

To illustrate, assuming that 127,844 Performance Shares are allotted at approximately SEK 48.47 per Mentice share, that the actual market price at the time of the free of charge allocation amounts to approximately MSEK 6.2 and with other conditions equal regarding social security contributions, the total cost for the Company of the SORP 2024 would amount to approximately MSEK 4.

Effects on key ratios and dilution
Based on the existing number of shares in the Company, the SORP 2024, upon exercise of all 127,844 Rights and 32,000 shares for hedging of social security costs, will result in the share capital being able to increase by a maximum of SEK 7,992.2 and a maximum dilution corresponding to approximately 0.62 per cent of the capital outstanding at the time of issue of the notice and the number of votes in the Company. If all outstanding incentive programmes in the Company are included in the calculation, the corresponding maximum dilution, at the time of issuing the notice, amounts to approximately 5.85 per cent of the capital and the number of votes.

The SORP 2024 is expected to have only a marginal impact on key performance indicators.

Preparation of the proposal
The SORP 2024 has been prepared by the Board of Directors in consultation with external advisers.

Additional ongoing share-based incentive programmes
Information regarding the Company’s current incentive programmes is available in the Company’s annual report 2023, note 5 and the main terms and conditions of the programmes are available on the Company’s website, www.mentice.com. Apart from the programmes now mentioned, there are no other share-based incentive programmes in Mentice.

Delivery of Performance Shares in accordance with the SORP 2024
In order to be able to implement the SORP 2024 in a cost-effective and flexible manner, the Board of Directors has considered various methods to ensure delivery of Performance Shares. In doing so, the Board of Directors has found that the most cost-effective option, for the delivery of Performance Shares to participants and coverage of social security contributions, is to issue warrants. The Board of Directors therefore proposes that the Annual General Meeting, in accordance with item (13 B.) below, resolves to issue a total of not more than 159,844 warrants to the Company with the right and obligation to manage the warrants in accordance with what is set out in this proposal and the terms and conditions for the SORP 2024.

13 B. Directed issue of warrants under the SORP 2024 and approval of subsequent transfer of warrants
The Board of Directors proposes that the Annual General Meeting resolves, with deviation from the shareholders’ preferential rights, to issue a total of not more than 159,844 warrants, as a result of which the Company’s share capital may increase by a maximum of SEK 7,992.2.

The issue of warrants shall be subject to the following conditions:

1. The right to subscribe for the 159,844 warrants shall, with deviation from the shareholders’ preferential rights, only vest with Mentice. The Company shall have the right to, in connection with the end of the term 15 June 2027, transfer the warrants to participants or a financial intermediary for delivery of shares to participants and for coverage of social security contributions in connection with utilisation.
2. The warrants shall be issued free of charge and shall be subscribed for on a subscription list no later than 15 June 2024. The Board of Directors shall have the right to extend the subscription period. Oversubscription cannot take place.
3. Each warrant shall entitle the holder to subscribe for one share in the Company.
4. The subscription price for shares subscribed for based on the warrants shall correspond to the quota value of the shares. The subscription price shall be paid in cash.
5. Subscription of shares pursuant to the warrants shall take place during the period from 15 June 2027 up to and including 15 July 2027. The Board of Directors has the right to extend the subscription period, however, by a maximum of six months.
6. Shares which are issued following subscription shall entitle to dividend on the record date for dividends that falls immediately after the new shares have been entered in the Company’s share register with Euroclear Sweden AB.

The subscription price, as set out above, shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded downwards. The subscription price and the number of shares that each warrant entitles to subscription for shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice.

The detailed terms of the warrants are set out in Appendix A.

It is further proposed that the board of directors, or whomever they appoint, should be authorized to undertake such minor adjustments in the resolution that may be required for the registration with the Swedish Companies Registration Office.
The reason for the deviation from the shareholders’ preferential rights is to implement the SORP 2024 for employees in the Mentice group.

Majority requirements and special authorisations
The Board of Directors’ proposal for resolutions in accordance with 13 A – 13 B above constitute a package, as the various proposals are dependent on and strongly linked to each other. Therefore, it is proposed that the Annual General Meeting make a single resolution in connection with the abovementioned proposals, in compliance with the majority requirement specified in Chapter 16, Section 8 of the Swedish Companies Act, meaning that the resolution shall be supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

The Board of Directors proposes that the Annual General Meeting instructs the Board of Directors to execute the resolution above and to ensure that the SORP 2024 is implemented in accordance with what is stated above.

The Board further proposes that the Annual General Meeting instruct the Board, or whomever the Board appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Number of shares and votes
As of the date of this notice the total amount of shares in the Company is 25,568,850 and the total amount of votes in the Company is 25,568,850. The Company does not own any treasury shares.

Majority requirements
Resolutions on items that are not an election require that at least half of the votes cast as well as the votes represented at the meeting. At election the person receiving the most votes shall be considered elected. In the event of a tie, the election shall be resolved by drawing lots, if not, prior to the election, the meeting has resolved that a new vote shall be carried out in the event of a tie. For a valid resolution with regards to Item 12, the proposal must be supported by shareholders with at least two thirds of the votes cast as well as of the shares represented at the meeting. For a valid resolution with regards to Item 13, the proposal must be supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

Meeting documents
The complete proposal for resolutions as well as the nomination committees proposed resolutions and reasoned opinions are available for the shareholders at the Company’s website www.mentice.com, at the Company address Odinsgatan 10, 411 03 Gothenburg, and will be sent free of charge to shareholders upon their request to the Company, provided that such shareholders state their current address.

Questions
The shareholders have been informed of their right according to chapter 7, section 32, Swedish Companies Act (2005:551) to at the meeting demand information from the board of directors and the chief executive about relations that can impact the assessment of an item on the agenda.

Processing of personal data
For information regarding the processing of your personal data, please check: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

__________________________

Gothenburg, April 2024

The board of directors in Mentice AB