NOTICE TO EXTRAORDINARY GENERAL MEETING IN CHROMOGENICS AB (PUBL)

Shareholders of ChromoGenics AB (publ), reg. no 556630-1809, are hereby summoned to the extraordinary general meeting to be held on 5 April 2024 at 10.00 CEST at Clarion Hotel Gillet on Dragarbrunnsgatan 23 in Uppsala. The registration to the meeting will open at 9.30 CEST.

Right to participate and notice of participation

A shareholder who wishes to participate at the extraordinary general meeting must:

(i)	be recorded in the share register maintained by Euroclear Sweden AB on 26 March 2024, and
(ii)	notify the company of its intention to participate by post to ChromoGenics AB (publ), Ullforsgatan 15, 753 28 Uppsala, or by e-mail to [email protected], no later than 28 March 2024.

Nominee-registered shares

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 26 March 2024, voting right registrations completed by the nominee no later than 28 March 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 28 March 2024.

Participation by proxy

Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to ChromoGenics AB (publ), Ullforsgatan 15, 753 28 Uppsala, or by e-mail to [email protected]. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.chromogenics.com.

Proposed agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons who shall approve the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Resolution to amend the articles of association and to reduce the share capital in order to enable the issues under item 8 and 9
8. Resolution to approve of the board of directors' decision to resolve upon a directed share issue
9. Resolution to approve of the board of directors' decision to resolve upon a directed share issue with subscribers covered by Chapter 16 of the Swedish Companies Act
10. Closing of the meeting

PROPOSALS FOR RESOLUTION

Item 7 - Resolution to amend the articles of association and to reduce the share capital in order to enable the issues under item 8 and 9

General information regarding the board of directors' proposal under item 7

To enable the execution of the board of directors' resolution on directed shares issues under item 8 and 9, the board of directors proposes that the general meeting resolves on a share capital reduction and amendment of the articles of association regarding the limits of the share capital. The items 7 (a)-(b) are one proposal to be approved together in one resolution at the general meeting. A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with the proposals in items 8 and 9. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.

Item 7 (a) - The board of directors' proposal to amend § 4 of the articles of association
To enable the reduction of the share capital under item 7 (b), the board of directors proposes that the general meeting resolves to amend the share capital limits in § 4 of the articles of association in accordance with the following.

Current wording

The share capital shall not be less than SEK 34,000,000 and not more than SEK 136,000,000.

Proposed wording

The share capital shall not be less than SEK 22,000,000 and not more than SEK 88,000,000.

Item 7 (b) - The board of directors' proposal to reduce the share capital

The board of directors proposes that the general meeting resolves on a reduction of the company's share capital by SEK 12,374,904.64. The reduction shall be made without cancellation of shares. The reduction amount shall be allocated as non-restricted equity. The reduction is made in order to reduce the quota value of the shares to enable the issuances of shares to be approved under item 8 and 9. Following the reduction, the company's share capital will amount to SEK 22,687,313 divided between 4,124,966 shares in total (prior to the directed share issues), each share having a quota value of SEK 5.5.

The board of directors' statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act

The effect of the board of directors' proposal is that the company's share capital is reduced by SEK 12,374,904.64 from SEK 35,062,217.64 to SEK 22,687,313. The board of directors has also resolved upon directed share issues. The directed share issues result in that the share capital simultaneously increase with at least SEK 13,782,367.50. By carrying out directed share issues, simultaneously as the reduction of the share capital, that increases the share capital by at least the amount of the reduction, the company may execute the reduction without approval from the Swedish Companies Registration Office or public court, since the measures taken together do not result in a decrease in the company's restricted equity nor share capital.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 8 - Resolution to approve of the board of directors' decision on a directed share issue

The board of directors of ChromoGenics AB (publ), reg. no. 556630-1809, proposes that the general meeting approves the resolution made by the board of directors on 5 March 2024, to carry out a new issue of shares, on the following conditions.

1. The company’s share capital shall increase with up to SEK 13,715,828.50 through a new share issue of a maximum of 2,505,885 new shares.

2. The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, vest in Färna Invest AB, Parment Förvaltning AB, Investment Aktiebolaget Balticum and Barbro Brandt.

3. The subscription price for the shares shall be SEK 6.44 per share, which is based on the price determined in an accelerated bookbuilding procedure carried out by Vator Securities AB, in total SEK 16,059,988.28 if all shares are subscribed for.

4. Subscription shall take place on a subscription list no later than 5 April 2024. The board of directors shall have the right to postpone the last day for subscription.

5. Subscribed shares must be paid for in cash no later than 12 April 2024. The board of directors shall have the right to postpone the last day for payment.

6. The share premium shall be added to the unrestricted share premium reserve.

7. The new shares entitle the holder to a dividend for the first time on the record date for dividend that occurs immediately after the registration of the new share issue at the Swedish Companies Registration Office.

8. The board of directors has carefully considered the possibility of raising capital through a rights issue and makes the assessment that there are currently several reasons why it is more favourable for the shareholders to raise capital through a directed issue. A rights issue in the current market would entail a risk that the company would not be able to meet its capital needs. A rights issue would also expose the company's shareholders to a risk of a severely depressed share price, especially in this market with very high discounts in rights issues and underwriting fees to underwriters. In the light of this, since the directed share issue (i) meets the capital needs to strengthen the sales organization, intensify partnership dialogues and finance the company's working capital and (ii) can be carried out in a more time-efficient manner and at a lower cost and with less complexity than a rights issue, it is the board of directors' overall assessment that the reasons that clearly and with sufficient strength justify that the issue is carried out with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that a new share issue shall be carried out with preferential rights for the shareholders. The board of directors therefore considers that a new share issue with deviation from the shareholders' preferential rights is in the company's and all shareholders' interests and thus the most appropriate alternative.

9. As the subscription price in the new share issue is determined through an accelerated bookbuilding procedure carried out by Vator Securities AB, it is the board of directors' assessment that the subscription price is secured in accordance with market conditions.

A valid resolution under item 8 requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting. The resolution under item 8 is conditional upon, in addition to the approval by the general meeting, that the general meeting also resolves in accordance with items 7 and 9.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Item 9 - Resolution to approve of the board of directors' decision on a directed share issue with subscribers covered by Chapter 16 of the Swedish Companies Act

The board of directors of ChromoGenics AB (publ), reg. no. 556630-1809, proposes that the general meeting approves the resolution made by the board of directors on 5 March 2024, to carry out a new issue of shares, on the following conditions.

1. The company’s share capital shall increase with up to SEK 66,539.00 through a new share issue of a maximum of 12,098 new shares.

2. The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, vest with Johan Hedin (3,105 shares), Anders Brännström (3,105 shares), Fredrik Fränding (3,105 shares), Fredrik Andersson (2,007 shares) and Andreas Jaeger (776 shares) which are covered by Chapter 16 in the Swedish Companies Act (2005:551) (the so-called Leo act).

3. The subscription price for the shares shall be SEK 6.44 per share, which is based on the price determined in an accelerated bookbuilding procedure carried out by Vator Securities AB, in total SEK 77,911.12 if all shares are subscribed for.

4. Subscription shall take place on a subscription list no later than 5 April 2024. The board of directors shall have the right to postpone the last day for subscription.

5. Subscribed shares must be paid for in cash no later than 12 April 2024. The board of directors shall have the right to postpone the last day for payment.

6. The share premium shall be added to the unrestricted share premium reserve.

7. The new shares entitle the holder to a dividend for the first time on the record date for dividend that occurs immediately after the registration of the new share issue at the Swedish Companies Registration Office.

8. The board of directors has carefully considered the possibility of raising capital through a rights issue and makes the assessment that there are currently several reasons why it is more advantageous for the shareholders to raise capital through a directed issue. A rights issue in the current market would entail a risk that the company would not be able to meet its capital needs. A rights issue would also expose the company's shareholders to a risk of a severely depressed share price, especially in this market with very high discounts in rights issues and high guarantee payments to guarantors. Against this background, since the directed share issue (i) meets the capital needs that exist to strengthen the sales organization, intensify partnership dialogues and finance the company's working capital and (ii) can be carried out in a more time-efficient manner and at a lower cost and with less complexity than a rights issue, it is the board of directors' overall assessment that the reasons that in a clear manner and with sufficient strength justify that the issue is carried out with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that a new share issue shall be made with preferential rights for the shareholders. The board of directors therefore considers that a new share issue with deviation from the shareholders' preferential rights is in the interest of the company and all shareholders and is therefore the most appropriate alternative.

9. As the subscription price in the new share issue is determined through an accelerated bookbuilding procedure carried out by Vator Securities AB, it is the board of directors' assessment that the subscription price is secured in accordance with market conditions.

A valid resolution under item 9 requires that the resolution is supported by shareholders representing at least nine tenths of the votes cast as well as of the shares represented at the general meeting. The resolution under item 9 is conditional upon, in addition to the approval by the general meeting, that the general meeting also resolves in accordance with items 7 and 8.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Documentation etc.

Documents according to the Swedish Companies Act and other supporting documentation for resolutions will be available at the company's offices Ullforsgatan 15, 752 28 Uppsala, and website, www.chromogenics.com, no later than two weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Shareholders' right to request information

Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Use of personal data

For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. ChromoGenics AB (publ) has corporate registration number 556630-1809 and its registered office is in Uppsala.

_________________

Uppsala in March 2024

ChromoGenics AB (publ)

The board of directors

About ChromoGenics

ChromoGenics is a proptech company that produces smart dynamic glass, improving indoor environment and well-being while reducing energy consumption, operational costs, and climate impact in real estate. The product, ConverLight® dynamic glass, is based on a unique patented technology from the Ångström Laboratory in Uppsala, where electrochromic coatings are sputtered onto plastic films. The result is a dynamic foil that can be laminated into glass, providing effective sun protection in buildings and reducing environmental impact in production, transportation, and usage. The dynamic foil is easy to transport and can be applied by local partners in the glass industry, avoiding the need for long-distance shipments of bulky glass. All products from ChromoGenics prioritize environmental and health aspects, focusing on eco-friendly materials, reduced energy consumption, increased access to daylight and views, and improved indoor comfort.

ChromoGenics' production facility in Uppsala has been partly financed through conditional loans from the Swedish Energy Agency. ChromoGenics' stock (CHRO) is listed on the Nasdaq First North Growth Market, with Vator Securities serving as the Certified Adviser.