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INQ Group Calls Stockholm EGM for 30 October to Vote on Share Issue Powers

INQ Group Calls Stockholm EGM for 30 October to Vote on Share Issue Powers

Nimali Jayawardena

Nimali Jayawardena

5d ago·6
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INQ Group AB (publ) has invited its shareholders to an Extraordinary General Meeting on Friday, 30 October 2026, to be held at 10:00 a.m. at the offices of Setterwalls Advokatbyrå on Sturegatan 10 in Stockholm, according to a notice reported by Taiwan News. The meeting will consider authorising the Board of Directors to issue new shares, warrants and convertibles, and will also weigh the conversion of board compensation into a convertible tranche. The company is registered in Sweden under registration number 556532-3929.

Why it matters

The proposals do not expand the total share issuance ceiling shareholders already approved. Instead, they change how that existing authority may be used and the sequence in which previously agreed steps are carried out, Taiwan News reports. That distinction matters for existing holders because the practical effect is measured in dilution: the notice sets out a maximum dilution figure of roughly 16.9 per cent under the new authorisation, calculated against the share count after several already-resolved issues are registered.

The meeting also puts a governance question in front of shareholders. Board members and management have elected to take compensation owed to them in the form of a convertible rather than cash, and they are now asking shareholders to approve that conversion. The company frames this as a signal of confidence, while shareholders must decide whether the terms are acceptable.

What the board is asking for

Under item 6 on the agenda, the Board of Directors seeks authority to resolve, on one or more occasions before the next Annual General Meeting, to issue new ordinary shares, warrants and convertibles. The authority would permit issues with or without departing from shareholders' preferential rights, and would allow payment in cash, in kind, or by way of set-off. Both directed issues and rights issues would fall within its scope.

The total number of ordinary shares that could be issued under this authority — including shares that could be subscribed for or converted into under any warrants or convertibles issued under it — is capped at 390,000,000 ordinary shares, reduced by several items. Those deductions include the maximum number of shares issuable under items 8 and 9, the maximum number needed for new shares on conversion of accrued and unpaid interest tied to Tranche 6 held by current and former board members, which stands at 873,566 ordinary shares, and any shares already issued under the authorisation the Annual General Meeting 2026 granted under item 14(e) before the EGM takes place.

Setting aside any issues under item 14(e) before the meeting, the authorisation would cover a maximum of 339,944,716 ordinary shares. Taiwan News reports that this corresponds 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 at the Annual General Meeting 2026, the directed issues under items 8 and 9, and the further new shares required to convert in full the outstanding principal and maximum accrued interest under the Amended and Restated Secured Convertible Agreement — a figure of 2,013,464,088 ordinary shares.

The new authorisation would replace the one the Annual General Meeting 2026 approved under item 14(e), which would cease to apply to the extent it has not already been exercised. The notice states that the issue price for any issuance would be based on market conditions at the time the relevant resolution is passed, and that the same applies to the subscription price under any warrants.

Tranche 7 and the remaining headroom

The notice also addresses the conversion of Tranche 7. After setting aside up to approximately 49.2 million shares for that conversion, including interest, roughly 340.8 million shares would remain available to the Board out of the 390 million shares authorised by the Annual General Meeting 2026. Taiwan News reports that this corresponds to a maximum dilution of approximately 16.7 per cent as calculated in the notice.

The company's stated rationale is flexibility. In comments carried in the notice, the Board said warrants and convertibles give it room to use the authority shareholders granted in July in the most effective way, and to be creative with the capital formation tools available to secure strategic growth capital. The Board also said it and management chose to take compensation due to them as a Tranche 7 convertible instead of cash, and are asking shareholders to approve that conversion. The statement describes INQ as being at an inflection point and says the board is putting its own compensation back into the company.

The notice presents the summary as 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, which is the governing document. Where the summary and the notice differ, the notice prevails, according to Taiwan News.

Attendance, registration and deadlines

Shareholders who intend to take part must notify the company by email. The notification should include the shareholder's name, social security number or corporate identification number, and the number of shares registered. To ease admission to the meeting, proxy documents, registration certificates and other authorisation papers should be sent by email no later than Monday, 26 October 2026. Proxy forms are available on the company's website at www.inq.ai.

Shareholders whose holdings are registered through a nominee must take an additional step. Besides notifying the company of their intention to attend, they must have their shares registered in their own name so that they appear in the share register by the record date. That registration can be temporary — a so-called voting rights registration — and must be requested from the nominee in line with the nominee's own procedures and deadlines. Voting rights registrations completed no later than Monday, 26 October 2026, which is four banking days before the EGM, will be taken into account when the share register is prepared.

Anyone attending through a proxy must enclose a written, dated power of attorney signed by the shareholder with the notification. The power of attorney form is available on the company's website. If the shareholder is a legal entity, a registration certificate or an equivalent authorisation document must accompany the notification.

The Board of Directors has proposed that Jörgen S. Axelsson be elected Chairman of the Meeting, or, if he is unable to serve, the person appointed by the Board.

What to watch

The outcome rests on whether shareholders accept the reworked issuance authority and the Tranche 7 conversion; the notice itself is the controlling document, so the precise terms and voting thresholds set out there will determine how the 30 October meeting unfolds.

#inq group#extraordinary general meeting#stockholm#share issuance#convertible

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