NOTICE OF EXTRAORDINARY GENERAL MEETING IN INSPLORION AB (PUBL)

March 4, 2026
Regulatory

The shareholders of Insplorion AB (publ), reg. no. 556798‑8760 (“Insplorion” or the “Company”), are hereby convened to an Extraordinary General Meeting (the “EGM”) to be held on 20 March 2026 at 2:00 p.m. at Biotech Center, Arvid Wallgrens backe 20 (floor 7), Gothenburg. Registration will commence at 1:30 p.m.

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 12 March 2026 and shall have notified the Company of their intention to participate at the EGM no later than on 16 March 2026. Notice to participate shall be given in writing by e-mail to bolagsstamma@insplorion.com or by post to Insplorion AB, Arvid Wallgrens Backe 20, SE-413 46 Gothenburg. The notice shall contain the shareholder’s name, address, 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 12 March 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 16 March 2026 will be taken into account when preparing the share register.

Proxy
If a shareholder intends to be represented by proxy, a power of attorney must be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the EGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the EGM. Power of attorney forms are available at the Company and on the Company’s website, www.insplorion.com, and will be sent upon request to any shareholder who states their postal address.

Proposed Agenda

  1. Opening of the meeting
  2. Election of a Chairman of the meeting
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to attest the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Resolution on approval of the asset transfer of parts of the Company’s business to Mann Teknik AB
  8. Closing of the meeting

The Board of Directors’ Proposal

Resolution on approval of the asset transfer of parts of the Company’s business to Mann Teknik AB (Item 7)

Background and motives
On 11 February 2026, the Company announced that its strategic review had been completed after the Board of Directors had evaluated several alternatives to find a long‑term solution for the Company’s operations, and that the Company had entered into a non-binding agreement in principle with Mann Teknik AB (“MannTek”) regarding an asset transaction relating to Insplorion’s hydrogen sensor business (the “Business”). On 4 March 2026, the Company announced that Insplorion and MannTek had entered into a conditional business transfer agreement (the “Business Transfer Agreement”) regarding the sale of the Business for a cash consideration of SEK 5.5 million (the “Transaction”). The Business Transfer Agreement is conditional upon approval of the Transaction by an EGM of Insplorion.

Further details of the Transaction
Pursuant to the Transaction, all assets, liabilities and agreements, including related rights and obligations attributable to the Business, as well as all IP of the Company, will be transferred to MannTek. Under the Business Transfer Agreement, certain IP is licensed back to the Company on an exclusive, royalty‑free and perpetual basis to the extent attributable to the Company’s remaining business, i.e. the research instrument business. Certain assets and liabilities attributable to the Business are, prior to the Transaction held, by the subsidiary Insplorion Sensor Systems AB, and the subsidiary shall transfer such assets and liabilities in connection with the Transaction. Under the Business Transfer Agreement, the parties undertake to ensure that all employees of Insplorion are offered employment with MannTek. Should any employee decline the offer, the affected employee will remain employed by Insplorion. Insplorion’s CEO, Johan Rask, will remain with the Company after the Transaction until his previously announced departure on 6 April 2026. The parties have further agreed that two key employees of Insplorion who transfer to MannTek through the Transaction will continue to perform certain work for Insplorion during a transition period, to the extent required for the management of Insplorion’s research instrument business.

Insplorion provides customary warranties to MannTek under the Business Transfer Agreement, and MannTek has conducted a due diligence review of Insplorion prior to entering into the Business Transfer Agreement. Insplorion’s liability under the Business Transfer Agreement is limited to half of the purchase price in the Transaction. The warranty period is six months from the closing date. Insplorion undertakes a non‑compete and non‑solicitation obligation for a period of 36 months from closing.

The Board of Directors considers the commercial terms of the Transaction to be on market terms.

Provided that the EGM approves the Transaction, the Transaction will be completed no later than ten business days after such approval. If the Transaction has not been approved by a general meeting within 25 business days from closing, both Insplorion and MannTek are entitled to withdraw from the Business Transfer Agreement.

Fairness opinion
The Board of Directors has engaged Partner Fondkommission AB to issue an independent fairness opinion regarding the Transaction, i.e. an opinion assessing whether the financial terms of the Transaction are fair from the shareholders’ perspective. According to Partner Fondkommission AB’s fairness opinion, the Transaction is financially favorable for the shareholders of Insplorion. The fairness opinion is available on the Company’s website and is based on the assumptions and considerations set out therein.

Insplorion after the Transaction
The Transaction entails that the Company will transfer its hydrogen business to MannTek, while, through licensing arrangements and personnel resources, the Company retains the ability to evaluate alternatives for the instrument business. Following completion of the Transaction, the Company will primarily consist of cash, assets related to the instrument business, and the Company’s listing on Nasdaq First North Growth Market. If the Transaction is approved by the EGM, the Board of Directors intends to evaluate alternatives for the remaining values in Insplorion in order to further benefit the Company’s shareholders. If no strategic alternatives are identified within a reasonable period following completion of the Transaction, , it is the Board’s intention to apply for delisting of the Company’s shares from Nasdaq First North Growth Market and to pursue a voluntary liquidation of the Company, following which any remaining cash would be distributed to the shareholders. However, no such decisions regarding the Company’s future have been made as of the date hereof.

Proposal
In light of a challenging financing market and an increasing need for long‑term sustainability in a hydrogen market that is clearly at an early stage of maturity, the Board of Directors has concluded that it is in the best interest of the Company and its shareholders to enter into the Transaction. Through the Transaction, Insplorion’s hydrogen business can continue and further develop as hydrogen gains increased importance as an energy carrier.

Accordingly, the Board of Directors proposes that the EGM resolves to approve the Transaction.

Further information
As of the date of this notice, the total number of shares and votes in the Company amounts to 78,827,699. The Company holds no shares.

Proxy forms, the Board’s complete proposal, and related documents (fairness opinion) will be made available at the Company and on the Company’s website at least 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 requested by a shareholder and if the Board considers that it can be done without material harm to the Company, provide information at the EGM regarding circumstances that may affect the assessment of an item on the agenda.

The Company’s registered office is in the Municipality of Gothenburg.

For information on how your personal data is processed, please see:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

Gothenburg, March 2026
Insplorion AB (publ)
The Board of Directors

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