NOTICE OF ANNUAL GENERAL MEETING IN OMNICAR HOLDING AB

Cision Publicerad: 16 May 2023 21:15

The shareholders of OmniCar Holding AB, the “Company”, are hereby notified of the annual general meeting, to be held at 10.00 CEST, on Friday, June 16, 2023. Registration starts at 09.30.

RIGHT TO ATTEND AND NOTIFICATION

Shareholders wishing to attend the meeting through postal voting must:

be registered as a shareholder in the share register kept by Euroclear Sweden AB (“Euroclear”) as of Thursday, June 8, 2023,

notify the Company of their intention to participate in the general meeting no later than on Monday, June 12, 2023.

Notification of attendance shall be made by e-mail to [email protected] (write “Annual General Meeting OmniCar” in the subject line) or by writing to the Company at the address Advokatfirman Lindahl KB, Box 5898, 102 40 Stockholm (label the envelope “Annual General Meeting OmniCar”). Upon notification, please state name or company name, personal ID number or organizational number, address, telephone number during the day and shareholdings. For notification of advisors, the notification procedure as above applies.

NOMINEE REGISTERED SHARES

In order to participate in the general meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares owner-registered with Euroclear Sweden AB as of Monday, June 12, 2023 and the bank or broker should therefore be notified in due time before said date. This registration may be made temporarily.

PROXY AND POWER OF ATTORNEY

Anyone who does not attend the general meeting in person may exercise their right at the general meeting via a proxy in possession of a signed and dated form of proxy. Forms of proxy are available on the Company’s website www.omnicarinvestor.com. The form of proxy may also be obtained from the Company at contact information above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the general meeting, forms of proxy, registration certificates and other documentary authority must be received by the Company in good time before the general meeting.

PROPOSED AGENDA

Opening of the meeting
Election of chair 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 of whether the meeting has been duly convened
Presentation of the annual report and auditor’s report and the consolidated financial statements and auditor’s report for the group
Resolutions on:

adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
allocation of the Company’s results in accordance with the adopted balance sheet
discharge from for the board members and the CEO for the financial year of 2022

Resolution on the number of board members and auditors
Resolution on board members’ and auditor’s fees
Resolution on election of the board of directors and accounting firm or auditors
Resolution on amendment of the articles of association
Resolution on approval of the board of directors’ resolution on a directed issue of shares
Resolution on warrant program and approval of transfer of warrants (board of directors)
Resolution on warrant program and approval of transfer of warrants (senior executives)
Information and approval regarding undertakings to subscribe for shares
Resolution on issue authorization
Closing of the meeting

PROPOSED RESOLUTIONS

Item 8b – Allocations of the Company’s results in accordance with the adopted balance sheet
The board of directors proposes that no dividend shall be paid for the financial year 2022 and that the Company’s available funds shall be balanced in a new account.

Item 9 – Resolution on the number of board members and auditors

It is proposed that the board of directors shall consist of four (4) board members without deputies.

Furthermore, it is proposed that the Company shall have one (1) auditor without deputies.

Item 10 – Resolution on board members’ and auditor’s fees

It is proposed that, for the period until the end of the next Annual General Meeting, no fees shall be paid to the members of the Board of Directors, and that fees to the auditor shall be paid in accordance with approved invoice.

Item 11 – Resolution on election of the board of directors and accounting firm or auditors

It is proposed that Henrik Lottrup be elected and that Petra Bendelin, Mads Kjær and Kevin Magnussen are re-elected as board members. It is proposed that Petra Bendelin is re-elected as the chair of the board.

Furthermore, it is proposed that the registered accounting firm RSM Stockholm AB is re-elected as the Company’s auditor.

Item 12 - Resolution on amendment of the articles of association

The board of directors proposes that the meeting resolve on amendment of the articles of association mainly according to the following.

§ 4 of the articles of association is proposed to be amended as follows:

Current wording: “The share capital shall be not less than SEK 7,500,000 and not more than SEK 30,000,000. The number of shares shall be not less than 75,000,000 and not more than 300,000,000.”

Proposed new wording: “The share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000. The number of shares shall be not less than 150,000,000 and not more than 600,000,000.”

Item 13 – Resolution on approval of the board of directors’ resolution on a directed issue of shares

The board of directors proposes that the general meeting approves the board of directors’ resolution on 29 December, 2022, (subject to the general meetings approval) on a directed issue of shares as follows.

The Company shall issue no more than 6,125,000 new shares, whereby the share capital can increase with no more than SEK 612,500.

The right to subscribe for shares shall, with deviation from the shareholder’s pre-emption rights, belong to The Way Forward ApS with a right to subscribe for 4,900,000 shares and Twenty Holding ApS with a right to subscribe for 1,225,000 shares.

The subscription price per share shall be SEK 0,6. Payment shall be made by cash payment no later than June 19, 2023. The board of directors shall be entitled to prolong the time for payment.

The share premium shall be transferred to the unrestricted premium reserve.

Subscription of shares shall be made no later than 31 January 2023. The board of directors shall have the right to decide on an extension of the subscription period.

The new shares entitle to a dividend for the first time on the record date for dividends that occurs immediately after the new shares have been registered in the share register maintained by Euroclear Sweden AB.

The board of directors, or its nominee, is entitled to decide on any minor changes in the resolution of the general meeting that may be required when registering the resolution at the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.

Item 14 – Resolution on warrant program and approval of transfer of warrants (board of directors)

Shareholders in the Company propose that the general meeting resolves on the issue of warrants and that the general meeting resolves to approve the transfer of warrants, etc., mainly in accordance with the following.

Issue of warrants series 2023/2024

Shareholders in the Company propose that the general meeting resolves on a directed issue of a maximum of 3,932,500 warrants, entailing an increase of the share capital, when fully exercised, by a maximum of SEK 393,250. The decision shall otherwise be subject to the following conditions.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the Company. The Company shall transfer warrants to members of the board of directors in accordance with item C below.

Oversubscription cannot take place.

The reason for the deviation from the shareholders' preferential rights is that the warrants are included in an incentive program for certain persons who are or will become members of the board of directors of the Company. The Shareholder believes that the Company's long-term financial interests are promoted by encouraging the ownership interest of the directors in the Company.

The warrants are issued without consideration to the Company.

Subscription for the warrants shall be made no later than July 3, 2023. The board of directors has the right to extend the subscription period.

New subscription of shares by virtue of the warrants can be made during the period July 1 – December 31, 2024.

Each warrant shall entail a right to subscribe for one (1) new share in the Company at a subscription price corresponding to the volume weighted average price of the Company's share on Spotlight Stock Market during the period from and including July 5, 2023 until and including August 1, 2023.

Payment for subscribed shares that exceeds the quota value of the shares shall in full be made to the free share premium account.

Shares accrued due to subscription entitle to dividends for the first time on the record date for dividends that is the closest after the new shares have been entered in the share register kept by Euroclear Sweden AB.

Issue of warrants series 2023/2026

Shareholders in the Company propose that the annual general meeting resolves on a directed issue of a maximum of 3,932,500 warrants, entailing an increase of the share capital, when fully exercised, by a maximum of SEK 393,250. The decision shall otherwise be subject to the following conditions.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the Company. The Company shall transfer warrants to members of the Board of Directors in accordance with item C below.

Oversubscription cannot take place.

The reason for the deviation from the shareholders' preferential rights is that the warrants are included in an incentive program for certain persons who are or will become members of the board of directors of the Company. The Shareholder believes that the Company's long-term financial interests are promoted by encouraging the ownership interest of the directors in the Company.

The warrants are issued without consideration to the Company.

Subscription for the warrants shall be made no later than July 3, 2023. The board of directors has the right to extend the subscription period.

New subscription of shares by virtue of the warrants can be made during the period July 1, 2025 – July 1, 2026.

Each warrant shall entail a right to subscribe for one (1) new share in the Company at a subscription price corresponding to the volume weighted average price of the Company's share on Spotlight Stock Market during the period from and including July 5, 2023 until and including August 1, 2023.

Payment for subscribed shares that exceeds the quota value of the shares shall in full be made to the free share premium account.

Shares accrued due to subscription entitle to dividends for the first time on the record date for dividends that is the closest after the new shares have been entered in the share register kept by Euroclear Sweden AB.

Approval of transfer of warrants

1. Eligible for acquisition
The right to acquire warrants from the Company shall accrue to the Company's four board members – personally or through a wholly owned company.

Each ordinary member of the board of directors has the right to acquire a maximum of 786,500 warrants of series 2023/2024 and 786,500 warrants of series 2023/2026 each and the chairman of the board has the right to acquire a maximum of 1,573,000 warrants of series 2023/2024 and 1,573,000 warrants of series 2023/2026.

The transfer of warrants of series 2023/2024 shall take place on June 30, 2024 and the transfer of warrants of series 2023/2026 shall take place on June 30, 2026. The transfer shall only be made to persons who, at the time of the transfer, are still fulfilling their directorship for the Company.

Allocation requires that the acquisition of warrants can legally take place and that, in the opinion of the board of directors, it can be made to reasonable administrative and financial efforts.

2. Price and payment
The warrants shall be transferred without consideration. The value per warrant has been preliminary calculated by the Company to SEK 0.33 per warrant of series 2023/2024 and SEK 0.34 per warrant of series 2023/2026.

More information about the warrant program

1. Dilution
Upon full subscription with the support of all warrants, 7,865,000 new shares may be issued, which corresponds to a dilution of approximately 8.25 percent of the total number of shares and votes in the Company. In the event that the rights issue announced by the Company on May 16, 2023, is fully subscribed, the dilution will instead correspond to approximately 2,99 percent. However, this is subject to the recalculation of the number of shares that each warrant entitles to subscription for, which may occur as a result of certain issues and more.

2. Costs for the Company, motives etc.
The Company’s costs for the program are, in addition to costs for preparation and administration of the incentive program, limited to social security charges in Sweden for the participant with tax domicile in Sweden. Assuming an increase of the Company’s share price by 100 percent during the term of the program, these costs would preliminary not exceed approximately SEK 336,100.

The other participants in the program are, for tax purposes, residents outside of Sweden. According to foreign tax law, this means that the program does not give rise to any costs for the Company as the participants themselves are responsible for taxation. Against this background, there is no reason for the Company to hedge the warrant program in this regard.

It is considered justified that the term of the warrants of series 2023/2024 is less than three years since the incentive program is deemed necessary for the Company to be able to provide fair consideration without affecting the liquidity to an excessive extent, and thereby attract and retain competent board members.

Therefore, it is considered that the subscription price and the maturity of the warrants, as well as the principles for allocation of warrants to the board members, may be considered reasonable in light of market practice and the Company's need to be able to stimulate the participants' work effort through an offer to participate in the warrant program.

3. Other share-based incentive programs

The Company currently has no other share-based incentive programs.

Warrant programs of series 2022/2023 and 2022/2025 to the board of directors respectively of series 2022/2023 and 2022/2025 to senior executives

At the annual general meeting of the Company on 28 June 2022, it was resolved to establish two incentive programs in the form of warrant program intended for certain board members, two incentive programs in the form of Warrant program intended for senior executives. The terms of the programs for the board of directors respectively the senior executives are essentially the same. For the board, program 2022/2023 could comprise a maximum of 1,250,000 warrants and program 2022/2025 could comprise a maximum of 1,000,000 warrants. For senior executives, program 2022/2023 could comprise a maximum of 750,000 warrants and program 2022/2025 could comprise a maximum of 1,350,000 warrants. Thus, a total of 2,000,000 warrants were issued in 2022/2023 and 2,350,000 warrants in 2022/2025, all of which were subscribed for by the Company for subsequent transfer to participants in the incentive programs.

Regarding warrants 2022/2023, transfer of warrants shall take place on June 30, 2023 and transfer of warrants 2022/2025 shall take place on June 30, 2024. The warrants shall be transferred to the participants free of charge. Each warrant 2022/2023 entails a right to subscribe for one share in the Company at a subscription price of SEK 1.38 during the period 1 July – 31 December 2023 and each

warrant 2022/2025 entails a right to subscribe for one share in the Company at a subscription price of SEK 1.38 during the period 1 July 2024 – 1 July 2025.

Upon full subscription with the support of all warrants intended for the board of directors, 2,250,000 new

shares are issued, corresponding to a dilution of approximately 2.36 percent of the total number of shares and votes in the Company. Upon full subscription with the support of all warrants intended for senior executives, 2,100,000 new shares may be issued, corresponding to a dilution of approximately 2.20 percent of the total number of shares and votes in the Company.

The board of directors intends to cancel all warrants related to these warrant programs.

4. Promotion of the Company’s long-term value creation
In order for the program to have an economic value for the participants, it requires that the share price exceeds the subscription price during the period when the warrants can be exercised. The Company believes that the share price is a good indication that the participants have contributed to long-term value creation for the Company.

5. Preparation of the matter

The warrant program has been developed by shareholders in the Company.

6. Authorization and decision-making rules

The general meeting instructs the board of directors of the Company to execute the resolution in accordance with items A and B above and to carry out the transfer of warrants in accordance with item C above.

Item 15 – Resolution on warrant program and approval of transfer of warrants (senior executives)

The board of directors propose that the general meeting resolves on the issue of warrants and that the general meeting resolves to approve the transfer of warrants, etc., mainly in accordance with the following.

Issue of warrants series 2023/2024

The board of directors propose that the general meeting resolves on a directed issue of a maximum of 3,802,500 warrants, entailing an increase of the share capital, when fully exercised, by a maximum of SEK 380,250. The decision shall otherwise be subject to the following conditions.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the Company. The Company shall transfer warrants to senior executives in accordance with item C below.

Oversubscription cannot take place.

The reason for the deviation from the shareholders' preferential rights is that the warrants are included in an incentive program for certain senior executives. The board of directors believes that the Company should promote the Company's long-term financial interests by encouraging senior executives' ownership interest in the Company.

The warrants are issued without consideration to the Company.

Subscription for the warrants shall be made no later than July 3, 2023. The board of directors has the right to extend the subscription period.

New subscription of shares by virtue of the warrants can be made during the period July 1 – December 31, 2024.

Each warrant shall entail a right to subscribe for one (1) new share in the Company at a subscription price corresponding to the volume weighted average price of the Company's share on Spotlight Stock Market during the period from and including July 5, 2023 until and including August 1, 2023.

Payment for subscribed shares that exceeds the quota value of the shares shall in full be made to the free share premium account.

Shares accrued due to subscription entitle to dividends for the first time on the record date for dividends that is the closest after the new shares have been entered in the share register kept by Euroclear Sweden AB.

Issue of warrants series 2023/2026

The board of directors propose that the annual general meeting resolves on a directed issue of a maximum of 3,802,500 warrants, entailing an increase of the share capital, when fully exercised, by a maximum of SEK 380,250. The decision shall otherwise be subject to the following conditions.

The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, accrue to the Company. The Company shall transfer warrants to senior executives in accordance with item C below.

Oversubscription cannot take place.

The reason for the deviation from the shareholders' preferential rights is that the warrants are included in an incentive program for certain senior executives. The board of directors believes that the Company should promote the Company's long-term financial interests by encouraging senior executives' ownership interest in the Company.

The warrants are issued without consideration to the Company.

Subscription for the warrants shall be made no later than July 3, 2023. The board of directors has the right to extend the subscription period.

New subscription of shares by virtue of the warrants can be made during the period July 1, 2025 – July 1, 2026.

Each warrant shall entail a right to subscribe for one (1) new share in the Company at a subscription price corresponding to the volume weighted average price of the Company's share on Spotlight Stock Market during the period from and including July 5, 2023 until and including August 1, 2023.

Payment for subscribed shares that exceeds the quota value of the shares shall in full be made to the free share premium account.

Shares accrued due to subscription entitle to dividends for the first time on the record date for dividends that is the closest after the new shares have been entered in the share register kept by Euroclear Sweden AB.

Approval of transfer of warrants

1. Eligible for acquisition

The right to acquire warrants from the Company shall accrue to the CEO, one key employee and a Special Advisor – personally or through a wholly owned company.

The CEO has the right to acquire a maximum of 2,623,000 warrants of series 2023/2024 and 2,623,000 warrants of series 2023/2026, the key employee has the right to acquire a maximum of 393,000 warrants of series 2023/2024 and 393,000 warrants of series 2023/2026 and the Special advisor has the right to acquire a maximum of 786,500 warrants of series 2023/2024 and 786,500 warrants of series 2023/2026.

The transfer of warrants of series 2023/2024 shall take place on June 30, 2024 and the transfer of warrants of series 2023/2026 shall take place on June 30 2026. The transfer shall only be made to persons who, at the time of the transfer, are still fulfilling their duties for the Company.

Allocation requires that the acquisition of warrants can legally take place and that, in the opinion of the board of directors, it can be made to reasonable administrative and financial efforts.

2. Price and payment
The warrants shall be transferred without consideration. The value per warrant has been preliminary calculated by the Company to SEK 0.33 per warrant of series 2023/2024 and SEK 0.34 per warrant of series 2023/2026.

More information about the warrant program

1. Dilution
Upon full subscription with the support of all warrants, 7,605,000 new shares may be issued, which corresponds to a dilution of approximately 7.98 percent of the total number of shares and votes in the Company. In the event that the rights issue announced by the Company on May 16, 2023, is fully subscribed, the dilution will instead correspond to approximately 2,90 percent. However, this is subject to the recalculation of the number of shares that each warrant entitles to subscription for, which may occur as a result of certain issues and more.

2. Costs for the Company, motives etc.
The participants in the program are, for tax purposes, residents outside of Sweden. According to foreign tax law, this means that the program does not give rise to any costs for the Company as the participants themselves are responsible for taxation. Against this background, there is no reason for the Company to hedge the warrant program in this regard.

It is considered justified that the term of the warrants is less than three years since the incentive program is deemed necessary for the Company to be able to provide fair consideration without affecting the liquidity to an excessive extent, and thereby attract and retain competent senior executives.

Therefore, the board of directors consider that the subscription price and the maturity of the warrants, as well as the principles for allocation of warrants to the participants, may be considered reasonable in light of market practice and the Company's need to be able to stimulate the participants' work effort through an offer to participate in the warrant program.