Notice to the Annual General Meeting of Mips AB (publ)

Right to attend the Annual General Meeting
Shareholders who wish to attend the Annual General Meeting must, firstly, be listed in the shareholders’ register maintained by Euroclear Sweden AB, on Wednesday 15 April 2026, and secondly, give notice to the company of their intention to attend the Annual General Meeting no later than on Friday 17 April 2026.

Participation by personally attending the Annual General Meeting
Shareholders who wish to attend the Annual General Meeting personally or through proxy shall, no later than on Friday 17 April 2026, notify their intention on Euroclear Sweden AB’s website www.euroclear.com/sweden/generalmeetings/, by phone on +46 8 402 90 58, or by post to Mips AB (publ), “Mips Annual General Meeting 2026”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Name, personal identity or registration number, address, phone number and accompanying assistants, if any, shall be stated when notification is given.

Shareholders who are represented by a representative or proxy shall submit authorisation documents to Mips at the above address well in advance of the Annual General Meeting. Proxy forms are available on Mips’ website, www.mipscorp.com.

Participation by postal voting
Shareholders who wish to attend the Annual General Meeting by postal voting shall notify their intention to participate by submitting their postal vote so that it is received by Euroclear Sweden AB no later than Friday 17 April 2026. A special form shall be used for postal voting. The postal voting form is available on Mips’ website, www.mipscorp.com.

The postal voting form may be submitted either by email to GeneralMeetingService@euroclear.com, or by post to Mips AB (publ), “Mips Annual General Meeting 2026”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also submit their postal vote electronically, by BankID verification on Euroclear Sweden AB’s website www.euroclear.com/sweden/generalmeetings/. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the postal voting form. The proxy form is available on Mips’ website www.mipscorp.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. Further instructions and conditions are included in the form for postal voting and on Euroclear Sweden AB’s website www.euroclear.com/sweden/generalmeetings/.

Nominee-registered shares
To be entitled to participate in the Annual General Meeting a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register on Wednesday 15 April 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and at such time in advance as the nominee determines. Voting right registrations completed by the nominee no later than Friday 17 April 2026 are taken into account when preparing the share register.

Proposed agenda

1. Opening of the Annual General Meeting
2. Election of the chairman of the Annual General Meeting
3. Drawing up and approval of voting list
4. Election of two persons to check and verify the minutes
5. Determination of whether the Annual General Meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditor’s report, and the consolidated financial statements and the auditor’s report for the group, for the financial year 1 January – 31 December 2025
8. Statement by the chairman of the Board of Directors
9. Statement by the CEO
10. Adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
11. Resolution regarding disposition of the company’s earnings in accordance with the adopted balance sheet, and record date for any dividend
12. Resolution regarding discharge from liability of the directors of the Board of Directors and the CEO
13. Presentation of remuneration report for approval
14. Determination of the number of directors of the Board of Directors
15. Determination of remuneration for the directors of the Board of Directors and the auditor
16. Election of directors and chairman of the Board of Directors
17. Election of auditor
18. Resolution regarding guidelines for remuneration to the senior executives
19. Resolution on amendment of the articles of association
20. Resolution on authorisation for the Board of Directors to resolve on issue of shares
21. Resolution on authorisation for the Board of Directors to resolve on acquisition and transfer of own shares
22. Closing of the Annual General Meeting

Proposals
The company’s nomination committee, consisting of Suzanne Sandler (appointed by Handelsbanken Fonder), chairman, Gustaf Runius (appointed by SEB Funds) and Celia Grip (appointed by Swedbank Robur Fonder), and the chairman of the Board of Directors Magnus Welander, invited as attendee, has submitted proposals to be resolved upon under items 2 and 14-17 on the agenda.

Item 2 – Election of the chairman of the Annual General Meeting
The nomination committee proposes that Fredrik Lundén, member of the Swedish Bar Association, is elected as chairman of the Annual General Meeting.

Item 11 – Resolution regarding disposition of the company’s earnings in accordance with the adopted balance sheet, and record date for any dividend
The Board of Directors proposes a dividend of SEK 2.50 per share. The proposed record date for the dividend is Monday 27 April 2026. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday 30 April 2026.

Item 13 – Presentation of remuneration report for approval
The Board of Directors proposes that the Annual General Meeting approves the remuneration report for the financial year 2025.

Item 14 – Determination of the number of directors of the Board of Directors
The nomination committee proposes that the number of directors of the Board of Directors elected by the Annual General Meeting shall be six (6) without deputies.

Item 15 – Determination of remuneration for the directors of the Board of Directors and the auditor
The nomination committee proposes that remuneration of SEK 890,000 (previously SEK 850,000) shall be paid to the chairman of the Board of Directors and that SEK 365,000 (previously SEK 350,000) shall be paid to each other member of the Board of Directors elected by the Annual General Meeting. The nomination committee has further proposed that fees for committee work shall be paid with SEK 170,000 to the chairman of the audit committee (previously SEK 160,000) and with SEK 85,000 to each other member of the audit committee (previously SEK 80,000) and with SEK 70,000 to the chairman of the remuneration committee (previously SEK 60,000) and with SEK 35,000 to each other member of the remuneration committee (previously SEK 30,000).

Furthermore, it is proposed that fees for the company’s auditor shall be paid in accordance with approved invoices.

Item 16 – Election of directors and chairman of the Board of Directors
The nomination committee proposes re-election of Magnus Welander, Thomas Bräutigam, Maria Hedengren, Anna Hällöv, Jonas Rahmn and Jenny Rosberg. Further information regarding the proposed members of the Board of Directors is available on the company’s website at www.mipscorp.com.

The nomination committee proposes re-election of Magnus Welander as chairman of the Board of Directors.

Item 17 – Election of auditor
The nomination committee proposes, in accordance with the audit committee’s recommendation, re-election of the registered accounting firm KPMG AB for the period until the end of the next Annual General Meeting. KPMG AB has informed the nomination committee that the authorised public accountant Christel Caldefors will continue as auditor in charge if KPMG AB is re-elected as auditor.

Item 18 – Resolution regarding guidelines for remuneration to the senior executives
The Board proposes the following guidelines for remuneration to the senior executives.

These guidelines cover the senior executives at Mips and are applicable to remuneration that will be agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the 2026 Annual General Meeting. These guidelines do not apply to any remuneration resolved or approved by the General Meeting.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Mips has a clear strategy with focus on driving profitable growth and creating shareholder value. For more information about the company’s business strategy and long-term financial goals, see the company’s website and the latest annual and sustainability report, www.mipscorp.com.

In order to successfully implement the company’s business strategy and to safeguard the company’s long-term interests, including its sustainability work, the company must be able to recruit and retain qualified employees. Consequently, the company must be able to offer competitive remuneration in line with local conditions, which these guidelines enable.

The company has established long-term share-based incentive programs that are based on warrants. For more information about these programs, see www.mipscorp.com/corporate-governance/incentive-program/.

Types of remuneration, etc.
The remuneration should be market-based and may comprise the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the General Meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related incentive programmes.

The fixed salary for senior executives shall be adapted to market conditions, be competitive and be based on competence, responsibility and performance.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 75 per cent of the fixed annual cash salary of the CEO and not more than 50 per cent of the fixed annual cash salary for each of the other senior executives.

The variable cash remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial. The criteria may also comprise individually and functionally adapted quantitative or qualitative targets. The criteria must be designed to promote the company’s business strategy and long-term interests, including its sustainability work, by, for example, being clearly linked to the business strategy or by promoting the senior executive’s long-term development. The variable cash remuneration will mainly be dependent on the group’s net sales and operating margin, which is in line with the company’s long-term financial targets. Furthermore, the variable cash remuneration shall also be related to one or several sustainability targets set by the company, where the CEO shall have only company-wide sustainability targets and other senior executives shall have both company-wide and individually set sustainability targets. In addition, the remainder of the variable remuneration may be paid based on individual and function-specific targets.

The remuneration committee is responsible for the assessment of outcome regarding variable cash remuneration to the CEO, and the CEO is responsible for the evaluation of the outcome regarding variable cash remuneration to the other senior executives. With regard to the financial targets, the assessment shall be based on the financial information made public by the company.

The Board shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).

For all senior executives, pension benefits, including health insurance (Sw. sjukförsäkring), shall be defined-contribution schemes, unless local market practice dictates otherwise. Variable cash remuneration shall not qualify for pension benefits. The pension premiums to defined-contribution schemes, alternatively, other kind of pension provision in accordance with local practice, shall amount to not more than 30 per cent of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical insurance (Sw. sjukvårdsförsäkring), and company cars. Such benefits may amount to not more than ten per cent of the fixed annual cash salary.

Termination of employment
In the event of termination by the company, the period of notice shall be a maximum of twelve months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for two years for the CEO and one year for other senior executives. When termination is made by the senior executive, the notice period may not exceed six months, without any right to severance pay.

Remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for any loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall amount to not more than 60 per cent of the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective bargaining agreements, and be paid during the time the non-compete undertaking applies, however not for more than nine months following termination of employment.

Salary and employment conditions for employees
In the preparation of the Board’s proposal for these guidelines for remuneration, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee’s and the Board’s basis for decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to the CEO and remuneration to other employees will be disclosed in the remuneration report.

The decision-making process to determine, review and implement the guidelines
The Board has established a remuneration committee. The committee’s tasks include preparing the Board’s decision to propose guidelines for remuneration to the senior executives. When deemed necessary to make significant changes to the guidelines, the Board shall prepare a proposal for new guidelines, however, at least every fourth year, and submit the proposal to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration to the senior management, the application of the guidelines for remuneration to the senior executives as well as the current remuneration structures and compensation levels in the group.

The CEO and other members of group management do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines
The Board may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the Board’s resolutions in remuneration-related matters, which includes any resolutions to derogate from the guidelines.

Description of material changes in the guidelines and how shareholders’ comments have been addressed
The Board has not received any comments from the shareholders concerning the existing guidelines for remuneration to the senior executives. In addition to certain editorial adjustments, the guidelines have been updated with regard to the description of Mips’ business strategy and long-term interests, which now refer to Mips’ website, and in order to enable additional flexibility in relation to local forms of remuneration in other countries. There have been no other significant changes to the guidelines and the Board’s proposal essentially corresponds to the existing guidelines.

Item 19 – Resolution on amendment of the articles of association
Mips intends to move its headquarters to Solna and therefore the Board of Directors proposes that the Annual General Meeting resolves to amend the company’s articles of association so that general meetings may also be held in Solna, by making the following amendments to the articles of association:

The Board of Directors’ complete proposal to new articles of association is available on the company’s website at www.mipscorp.com.

Item 20 – Resolution on authorisation for the Board of Directors to resolve on issue of shares
The Board of Directors proposes that the Annual General Meeting resolves on an authorisation for the Board of Directors to resolve to issue shares in accordance with the following. The Board of Directors shall be authorised to resolve on the issue of shares on one or several occasions during the period up until the next Annual General Meeting, to the extent that such issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders’ preferential rights. The total amount of shares that may be issued based on the authorisation, shall correspond to a maximum of ten per cent of the total number of outstanding shares in the company at the time of the Annual General Meeting.

The Board of Directors shall be authorised to resolve on the issue of shares where payment is made in cash, by contribution in kind or by way of set-off. An issue with payment in cash or by way of set-off that takes place with deviation from the shareholders’ preferential rights shall be in line with market terms.

The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights are to increase the company's financial flexibility by enabling use of the company’s share as means of payment in connection with potential acquisitions, or to use the issue of shares to finance potential acquisitions, enable other investments to meet the company’s strategic goals, and/or add new owners of strategic importance to the company.

Item 21 – Resolution on authorisation for the Board of Directors to resolve on acquisition and transfer of own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or several occasions for the period until the end of the next Annual General Meeting, resolve to acquire a maximum number of own shares so that the company holds a maximum of ten per cent of all shares in Mips at any time following the acquisition. Acquisitions shall be conducted on Nasdaq Stockholm and at a price per share not exceeding the higher of the prices for the most recent independent trade and the highest current independent bid on Nasdaq Stockholm. Acquisitions may not be conducted at a price below the lowest possible market price. Mips may instruct a stock exchange member to accumulate a certain number of own shares through proprietary trading during a certain period of time and on the delivery date issue payment for the shares at a price corresponding to the volume-weighted average price based on the total trading during that period. Payment for the shares shall be made in cash.

The Board of Directors further proposes that the Annual General Meeting authorises the Board of Directors to, on one or several occasions for the period until the end of the next Annual General Meeting, resolve upon transfer of own shares. The number of shares transferred may not exceed the total number of shares held by Mips at any time. Transfers may be conducted on Nasdaq Stockholm or elsewhere, including a right to resolve on deviations from the shareholders’ preferential rights. Transfer of shares on Nasdaq Stockholm shall be made at a price within the price range applicable at any given time. Transfer of shares outside Nasdaq Stockholm shall be made at a price in cash, or in value of property received, that corresponds to the market value of the shares, as determined by the Board of Directors, at the time of the transfer of the transferred shares in Mips.

The purpose of the above authorisations regarding acquisition and transfer of own shares, and the reason for deviation from the shareholders’ preferential rights, is to enable the financing of acquisitions of businesses through payment with own shares and, as regards the authorisation to acquire own shares, to continuously adjust Mips’ capital structure, thereby contributing to an increase in shareholder value.

Miscellaneous
The Board of Directors further proposes that the Board of Directors, the CEO or the person that any of them may appoint, shall be authorised to make the minor adjustments in the above resolutions as may be required in connection with registration at the Swedish Companies Registration Office and/or Euroclear Sweden AB.

Majority rules
The Board of Directors’ proposal for resolution on amendment of the articles of association under item 19, the Board of Directors’ proposal for resolution on authorisation to issue new shares under item 20 and the Board of Directors’ proposal for resolution on authorisation for the Board of Directors to resolve to acquire and transfer own shares under item 21 are valid where supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes
At the time of issuing this notice there were in aggregate 26,491,122 shares outstanding in Mips. The total number of votes amounts to 26,491,122. The company held no shares in treasury at the time of issuing this notice.

Shareholder’s right to request information
Shareholders have the right, if the Board of Directors considers that it can be done without significant damage to the company, to receive information from the Board of Directors and the CEO about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s and the group’s financial situation, and circumstances that concern the company’s relation to another group company.

Available documents
The Board of Directors’ and the nomination committee’s complete proposals, motivated statement, and information regarding proposed directors of the Board of Directors are, together with other documentation that shall be kept available in accordance with the Swedish Companies Act and the Swedish Code of Corporate Governance, available at the company’s website www.mipscorp.com and at Mips’ office at Kemistvägen 1B, SE-183 79 Täby, Sweden. The documents will be sent to the shareholders who so request and who state their postal or email address.

For sustainability reasons, Mips wants to, as far as possible, limit the number of printed documents at the Annual General Meeting. Therefore, shareholders who wish to receive a printed version of the Annual and Sustainability Report for 2025 are requested to notify Mips in advance. Notice of the printout of the Annual and Sustainability Report shall be marked “Printout Annual General Meeting 2026” and sent by email to legal@mipsprotection.com or by post to Mips AB (publ), Kemistvägen 1B, SE-183 79 Täby, Sweden. Consequently, Mips does not intend to provide physical copies of the Annual and Sustainability Report to all shareholders at the Annual General Meeting. However, all other relevant documentation will be available in printed double-sided format at the Annual General Meeting.

Processing of personal data
For information regarding processing of your personal data, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

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Stockholm, March 2026
Mips AB (publ)
The Board of Directors