Purpose of the EGM
The Board is proposing three things:
- Warrants and convertibles within the existing limit. The AGM 2026 authorised the Board to issue new shares only. Authorisations at previous annual general meetings also covered warrants and convertibles. The proposal restores that flexibility, within the same 390,000,000 limit, giving the Board the full range of instruments to raise capital on the best available terms and to meet the needs of different types of investors.
- Conversion of Tranche 7 by the Board and management. The Chairman, the Chief Executive Officer and other members of management have taken part in Tranche 7 of the Company’s convertible loan by setting off accrued fees and salary instead of taking them in cash. Tranche 7 converts at SEK 0.16 per share. Because they are directors and employees, shares issued to them on conversion require shareholder approval. The EGM is also asked to approve conversion of Tranche 7 by the other participants. All shares on conversion of Tranche 7 are counted within the 390,000,000 limit.
- Reverse split after conversion of Tranches 1 to 5. As resolved by the AGM 2026, the 1:100 reverse split was to be carried out before the share capital measures and the issue of shares on conversion of Tranches 1 to 5 of the convertible loan. The proposal allows the reverse split to take place after those shares have been issued, at the quota value applying at that time, with the Board setting the timing.
The EGM does not seek authority to issue any more shares than the 390,000,000 already authorised by the Annual General Meeting 2026. The proposals change the form in which that existing authority can be used and the order in which steps already approved are carried out.
After deducting up to approximately 49.2 million shares for conversion of Tranche 7, including interest, approximately 340.8 million shares remain available to the Board from the 390 million shares approved authorised by the Annual General Meeting 2026, corresponding to a maximum dilution of approximately 16.7 per cent as calculated in the notice.
Kevin Adeson, Chairman of INQ Group AB, commented:
“Warrants and convertibles give the Board the flexibility to use the authority shareholders granted in July in the most effective way. This gives us more flexibility to be creative with the capital formation tools available to access and provide our company with strategic growth capital. The Board and management, have chosen to invest in the company by taking compensation due to them in the form of Tranche 7 convertible instead of cash. We are asking shareholders to approve that conversion. We are excited to see INQ now at its inflection point and we are putting our own compensation back into the company.”
The above is a summary only. The complete agenda, the full terms of each proposed resolution, and the applicable majority requirements are set out in the notice of the Extraordinary General Meeting below, which is the governing document. In the event of any inconsistency between this summary and the notice, the notice prevails.
The shareholders of INQ Group AB (publ), reg. no. 556532-3929 (the “Company”) are hereby invited to attend the Extraordinary General Meeting (the “EGM”) to be held on Friday, 30 October 2026 at 10:00 a.m. at the premises of Setterwalls Advokatbyrå, Sturegatan 10 in Stockholm, Sweden.
Notification of participation
Shareholders wishing to attend the EGM must:
- be entered as shareholders in the share register maintained by Euroclear Nordics AB no later than on Thursday, 22 October 2026; and
- notify the Company of their intention to participate no later than on Monday, 26 October 2026.
Attendance is to be notified by email to Eric.Torstensson@setterwalls.se. The notification should state name, social security number/corporate identification number and registered number of shares. To facilitate admittance to the EGM, proxies, registration certificates and other authorisation documents should be submitted by email to Eric.Torstensson@setterwalls.se no later than Monday, 26 October 2026. The Company provides proxy forms on the Company’s web page www.inq.ai.
To be entitled to participate at the EGM, shareholders who have had their shares registered through nominees (Sw. förvaltare) must, in addition to notifying the Company of their intention to participate at the EGM, have their shares registered in their own name so that the shareholder is entered into the share register per the record date above. Such registration may be temporary (so-called voting rights registration) (Sw. rösträttsregistrering) and is requested with the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made no later than Monday, 26 October 2026, being four banking days prior to the EGM, are considered when preparing the share register.
Proxies
If shareholders wish to attend the EGM through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the notification. The power of attorney form is available on the Company’s website www.inq.ai. If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be enclosed along with the notification.
Proposed agenda
- Opening of the Meeting and election of Chairman
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the Meeting has been duly convened
- Resolution on an authorisation for the Board of Directors to resolve on the issue of new shares, warrants and convertibles
- Resolution on amendment of the resolution on consolidation of shares (reverse split 1:100) adopted by the Annual General Meeting 2026
- Resolution on a directed issue of new shares with payment by set-off to members of the Board of Directors and the Chief Executive Officer in respect of participations in Tranche 7 under the Amended and Restated Secured Convertible Agreement
- Resolution on a directed issue of new shares with payment by set-off to other subscribers for participations in Tranche 7 under the Amended and Restated Secured Convertible Agreement
- Closing of the Meeting
Proposals
Opening of the Meeting and election of Chairman (item 1)
The Board of Directors proposes that Jörgen S. Axelsson, or in his absence the person appointed by the Board of Directors, be elected as Chairman of the Meeting.
Authorisation for the Board of Directors to resolve on the issue of new shares, warrants and convertibles (item 6)
The Board of Directors proposes that the EGM authorises the Board of Directors to resolve, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, payment in kind or by way of set-off, to issue new ordinary shares, warrants and/or convertibles by way of directed issue and/or rights issue. The aggregate number of ordinary shares that may be issued under this authorisation, including ordinary shares that may be subscribed for or converted into under warrants or convertibles issued under this authorisation, shall not exceed 390,000,000 ordinary shares less the maximum number of ordinary shares that may be issued under items 8 and 9, less the maximum number of ordinary shares required for the issue of new shares on conversion of accrued and unpaid interest relating to Tranche 6 held by members and former members of the Board of Directors, being 873,566 ordinary shares, and less the number of ordinary shares issued under the authorisation resolved by the Annual General Meeting 2026 under item 14(e) before the EGM. On that basis, and disregarding any issues under item 14(e) before the EGM, the authorisation comprises a maximum of 339,944,716 ordinary shares, corresponding to a maximum dilution of approximately 16.9 per cent calculated as the maximum number of new shares divided by the number of shares in the Company following registration of the issues resolved on at the Annual General Meeting 2026, the directed issues under items 8 and 9 and the further issues of new shares required for conversion in full of the outstanding principal and maximum accrued interest under the Amended and Restated Secured Convertible Agreement, being 2,013,464,088 ordinary shares. This authorisation replaces the authorisation resolved by the Annual General Meeting 2026 under item 14(e), which shall cease to apply to the extent not already exercised.
The basis for the issue price shall be the market conditions prevailing at the time of the resolution on the relevant issue, and the issue price, the subscription price under any warrants and the conversion price under any convertibles shall be determined on market terms. This does not apply to an issue of new ordinary shares resolved on in order to satisfy conversion under the Company’s existing convertible investment agreements, including the Amended and Restated Secured Convertible Agreement, where the subscription price shall instead be the conversion price agreed under the relevant agreement, applying the fixed exchange rate agreed under that agreement, and the basis for the subscription price is that contractual conversion price. The purpose of this authorisation and the reason for any deviation from the shareholders’ preferential rights is to increase the Company’s flexibility to finance its ongoing operations and at the same time broaden and strengthen the Company’s shareholder base with strategic or long-term investors, and to enable the Company to satisfy conversion under its existing convertible investment agreements.
A valid resolution under this item 6 requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM. This item is not conditional upon any other item on the agenda. This authorisation does not cover issues directed to the category of persons covered by Chapter 16 of the Swedish Companies Act (2005:551), which require a resolution of the general meeting.
Resolution on amendment of the resolution on consolidation of shares (reverse split 1:100) adopted by the Annual General Meeting 2026 (item 7)
The Annual General Meeting 2026 resolved under item 20 on a consolidation of the Company’s shares (1:100), whereby one hundred (100) shares are combined into one (1) share. That resolution states that the consolidation is carried out before the reduction of the Company’s share capital and is based on the then current share quota value of SEK 0.13 per share, resulting in a new share quota value of SEK 13 per share. Following the issues of new shares, the reduction of the share capital and the bonus issue resolved on at the Annual General Meeting 2026, and the share issues proposed under items 6, 8 and 9 above, the share quota value at the time of the consolidation will not correspond to SEK 0.13 per share and the resulting quota value will not correspond to SEK 13 per share.
The Board of Directors therefore proposes that the EGM resolves to amend the resolution of the Annual General Meeting 2026 under item 20 so that the consolidation of shares (1:100) is carried out on the basis of the share quota value applicable at the time of the consolidation, and that the Board of Directors is authorised to determine the applicable share quota value and the resulting share quota value following the consolidation, in each case as it follows from the Company’s registered share capital and registered number of shares at that time. The number of shares in the Company shall, as resolved by the Annual General Meeting 2026, be reduced by combining one hundred (100) shares into one (1) share. The Board of Directors shall be authorised to determine the record date for the consolidation, to fall after the resolution has been registered with the Swedish Companies Registration Office, and otherwise to take the measures required to implement the consolidation, including determining the order in which the consolidation and the registration of the share issues are carried out.
The other terms of the resolution of the Annual General Meeting 2026 under item 20 shall remain unchanged, including that excess shares shall pass into the ownership of the Company on the record date and be sold at the Company’s expense through a securities institution, with the proceeds distributed among the shareholders concerned in proportion to their respective participation in the shares sold. Further information on the procedure for the consolidation will be announced in connection with the Board of Directors resolving on the record date.
The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB, including reducing the number of shares issued under items 8 and 9 by up to ninety-nine (99) shares in aggregate so that the total number of ordinary shares in the Company at the time of the consolidation amounts to a whole multiple of one hundred (100). The resolution under this item 7 is conditional upon the amendment of § 5 of the articles of association resolved by the Annual General Meeting 2026 under item 19, whereby the number of shares shall be not less than 10,000,000 and not more than 40,000,000, having been registered with the Swedish Companies Registration Office, and the consolidation shall not be carried out until that registration has taken place. A valid resolution under this item 7 requires a simple majority of the votes cast at the EGM, as the resolution does not entail an amendment of the articles of association.
Directed issue of new shares with payment by set-off to members of the Board of Directors and the Chief Executive Officer in respect of participations in Tranche 7 (item 8)
The Board of Directors proposes that the EGM resolves on a directed issue of a maximum of 12,280,059 new ordinary shares in aggregate to the persons set out below, with deviation from the shareholders’ preferential rights. The right to subscribe for the new shares shall accrue only to those persons, who have subscribed for participations in Tranche 7 under the Amended and Restated Secured Convertible Agreement by way of set-off of accrued and unpaid directors’ fees and salary. The subscription price shall be SEK 0.16 per share, being the contractual conversion price for Tranche 7, applying a fixed exchange rate of SEK/USD 9.05 to claims denominated in USD, and exceeds the share quota value of SEK 0.10 per share. The number of shares to be issued to each subscriber shall be determined on the basis of the amount of the relevant claim, comprising the principal amount of the subscriber’s participation in Tranche 7 together with accrued and unpaid interest, outstanding as at the date of the Board of Directors’ statement pursuant to Chapter 13, Section 7 of the Swedish Companies Act (2005:551), divided by the subscription price at that fixed exchange rate, rounded down to the nearest whole share. Any interest accruing after that date is not covered by this resolution and remains outstanding under the Amended and Restated Secured Convertible Agreement.
The subscribers and the principal amounts of their participations in Tranche 7 are Kevin Adeson, Chairman of the Board of Directors, USD 89,750, Jonathan Faiman, Chief Executive Officer, USD 75,000, and Hans Haywood, USD 35,000, in aggregate USD 199,750.
Payment for the new shares shall be made solely by way of set-off of the relevant subscriber’s claim against the Company. Subscription and payment by set-off shall be made within two (2) months from the date of the EGM, with the Board of Directors entitled to extend the subscription and payment period. The new shares shall entitle to dividends for the first time on the first record date for dividends occurring after the registration of the new shares with the Swedish Companies Registration Office. The reason for the deviation from the shareholders’ preferential rights is to enable the relevant persons to convert their existing claims against the Company into ordinary shares, thereby fulfilling the Company’s contractual obligations to those lenders and strengthening the Company’s balance sheet by converting debt into equity. The basis for the subscription price is the contractual conversion price agreed under the Amended and Restated Secured Convertible Agreement. The Board of Directors’ statement pursuant to Chapter 13, Section 7 of the Swedish Companies Act, together with the auditor’s report on that statement pursuant to Chapter 13, Section 8 of the Swedish Companies Act, will be made available in accordance with the Swedish Companies Act.
As the new shares are issued to members of the Board of Directors and the Chief Executive Officer, the issue is directed to the category of persons covered by Chapter 16 of the Swedish Companies Act (2005:551). A resolution under this item 8 is therefore valid only if it is supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the EGM. That majority requirement applies to this item only. This resolution is not conditional upon any other item on the agenda, and no other item is conditional upon this item 8. The shares under this item 8 fall within the limit of 390,000,000 shares described under item 6 and have been deducted in calculating the maximum number of shares under that item. The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB.
Directed issue of new shares with payment by set-off to other subscribers for participations in Tranche 7 (item 9)
The Board of Directors proposes that the EGM resolves on a directed issue of a maximum of 36,901,659 new ordinary shares in aggregate to the subscribers for participations in Tranche 7 under the Amended and Restated Secured Convertible Agreement set out below, none of whom belongs to the category of persons covered by Chapter 16 of the Swedish Companies Act (2005:551), with deviation from the shareholders’ preferential rights. The subscription price shall be SEK 0.16 per share, being the contractual conversion price for Tranche 7, applying a fixed exchange rate of SEK/USD 9.05 to claims denominated in USD, and exceeds the share quota value of SEK 0.10 per share. The number of shares to be issued to each subscriber shall be determined on the basis of the amount of the relevant claim, comprising the principal amount of the subscriber’s participation in Tranche 7 together with accrued and unpaid interest, outstanding as at the date of the Board of Directors’ statement pursuant to Chapter 13, Section 7 of the Swedish Companies Act, divided by the subscription price at that fixed exchange rate, rounded down to the nearest whole share. Any interest accruing after that date is not covered by this resolution and remains outstanding under the Amended and Restated Secured Convertible Agreement.
The subscribers and the principal amounts of their participations in Tranche 7 are Gunnar S. Overstrom III, USD 175,000, GJR II, USD 75,000, Vayu Investors LLC, USD 250,000, Malin Garner, USD 75,000, Brera Advisors LLP, USD 10,000, and a limited number of other investors with whom the Company has a business relationship, in aggregate USD 15,250, in aggregate USD 600,250.
Payment for the new shares shall be made solely by way of set-off of the relevant subscriber’s claim against the Company. Subscription and payment by set-off shall be made within two (2) months from the date of the EGM, with the Board of Directors entitled to extend the subscription and payment period. The new shares shall entitle to dividends for the first time on the first record date for dividends occurring after the registration of the new shares with the Swedish Companies Registration Office. The reason for the deviation from the shareholders’ preferential rights is to enable the relevant persons to convert their existing claims against the Company into ordinary shares, thereby fulfilling the Company’s contractual obligations to those lenders and strengthening the Company’s balance sheet by converting debt into equity. The basis for the subscription price is the contractual conversion price agreed under the Amended and Restated Secured Convertible Agreement. The Board of Directors’ statement pursuant to Chapter 13, Section 7 of the Swedish Companies Act, together with the auditor’s report on that statement pursuant to Chapter 13, Section 8 of the Swedish Companies Act, will be made available in accordance with the Swedish Companies Act.
As the new shares are issued with deviation from the shareholders’ preferential rights, a valid resolution under this item 9 requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM. This resolution is not conditional upon any other item on the agenda, and no other item is conditional upon this item 9. The shares under this item 9 fall within the limit of 390,000,000 shares described under item 6 and have been deducted in calculating the maximum number of shares under that item. The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB.
Miscellaneous
The Board of Directors, or a person appointed by the Board of Directors, will be authorised to make minor changes to the resolutions under items 6 to 9 on the agenda as may prove necessary in connection with registration of the resolutions with the Swedish Companies Registration Office and Euroclear Nordics AB, including adjusting the maximum numbers of shares under items 6 to 9 to take account of any additional shares issued and registered before the EGM.
Complete proposals and documentation in accordance with the Swedish Companies Act (2005:551), including the Board of Directors’ statement pursuant to Chapter 13, Section 7 of the Swedish Companies Act and the auditor’s report on that statement pursuant to Chapter 13, Section 8 of the Swedish Companies Act, will be kept available at the Company’s office as well as at the Company’s website www.inq.ai no later than 9 October 2026 and up to and including the day of the EGM, and will be sent free of charge to those shareholders who request it and provide their postal address.
According to Chapter 7, section 32 of the Swedish Companies Act, at a general meeting the shareholders are entitled to require information from the Board of Directors and the CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation.
For information on how personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Number of shares and votes in the Company
As of the date of this notice, the total number of ordinary shares and votes in the Company was 1,102,362,753. The Company is not holding any own shares.
Stockholm, 8 October 2026
INQ Group AB (publ)
The Board of Directors
Attachment
