SUMMARY FROM THE EXTRAORDINARY GENERAL MEETING OF SOLTECH ENERGY SWEDEN AB (PUBL)

Amendment of the articles of association
 
The meeting resolved, in accordance with the board of directors’ proposal, to amend the share capital in the articles of association from being not less than SEK 31,250,000 and not more than SEK 125,000,000 to being not less than SEK 150,000,000 and not more than SEK 600,000,000, and to amend the number of shares in the Company’s articles of association from being not less than 625,000,000 and not more than 2,500,000,000 to being not less than 3,000,000,000 and not more than 12,000,000,000.
 
Rights issue of shares
 
The meeting resolved, in accordance with the board of directors’ proposal, to approve the board of directors’ resolution on a rights issue of not more than 1,984,190,890 shares. The subscription price per share is SEK 0.05. The Company’s largest shareholder, Artim Balance BidCo AB (a company controlled by Nordic Capital), has undertaken to subscribe for its pro rata share in the rights issue and has also entered into a guarantee commitment in respect of the remaining part of the rights issue. The resolution was unanimous and was made in accordance with the majority requirement set out by the Swedish Securities Council as a condition for the validity of the exemption from the mandatory bid obligation granted to Artim Balance BidCo AB in relation to the subscription of shares in the rights issue.
 
Approval of guarantee fee to Artim Balance BidCo AB
 
The meeting resolved, in accordance with the board of directors’ proposal, to approve the guarantee fee payable under the guarantee undertaking entered into between Soltech and Artim Balance BidCo AB. The guarantee fee amounts to SEK 6,298,410, corresponding to 10 per cent of the guaranteed amount, and will be paid in the form of newly issued shares in Soltech at the same subscription price as in the rights issue.
 
Directed compensation issue of shares
 
The meeting resolved, in accordance with the board of directors’ proposal, on a directed issue of not more than 125,968,200 new shares to Artim Balance BidCo AB as compensation for the guarantee undertaking. The subscription price per share is SEK 0.05. The resolution was unanimous and was made in accordance with the majority requirement set out by the Swedish Securities Council as a condition for the validity of the exemption from the mandatory bid obligation granted to Artim Balance BidCo AB in relation to the subscription of shares in the compensation issue.
 
Approval of compensation components under bridge loan agreement
 
The meeting resolved, in accordance with the board of directors’ proposal, to approve the arrangement fee and the interest under the bridge loan agreement entered into between Soltech as borrower and Artim Balance BidCo AB as lender. The bridge loan amounts to not more than SEK 50 million and may be drawn in tranches of SEK 5 million each. The bridge loan carries an arrangement fee of SEK 250,000 and annual interest of 6 per cent on the tranches drawn.
 
 
Amendment of the articles of association and reduction of the share capital
 
The meeting resolved, in accordance with the board of directors’ proposal, to amend the limits of the share capital in the articles of association from being not less than SEK 150,000,000 and not more than SEK 600,000,000, pursuant to the amendment of the articles of association adopted earlier at the meeting, to being not less than SEK 3,000,000 and not more than SEK 12,000,000, and to reduce the share capital by not more than SEK 168,214,697.833, but not more than such lower amount as is required for the Company’s share capital to equal the minimum permitted share capital under the Company’s articles of association. Assuming full subscription in the rights issue and the compensation issue resolved upon by the meeting, the Company’s share capital will amount to SEK 171,647,650.85 and be reduced to not less than SEK 3,432,953.017. The reduction shall be carried out without cancellation of shares and for the purpose of reducing the quota value of the shares. The reduction amount shall be allocated to non-restricted equity. The reduction is subject to approval by the Swedish Companies Registration Office or a public court pursuant to Chapter 20, Section 23 of the Swedish Companies Act.
 
Implementation of incentive programme LTI 2026A
 
The meeting resolved, in accordance with the board of directors’ proposal, to implement a long-term incentive programme (“LTI 2026A”) for not more than 19 senior executives and other key persons within the Company and its subsidiaries, comprising an issue of not more than 222,100,000 warrants to the Company and approval of the transfer of the warrants to the participants in LTI 2026A at market value. Each warrant entitles the holder to subscribe for one new share during the period from and including 16 December 2028 up to and including 31 December 2028 at a subscription price corresponding to 130 per cent of the volume-weighted average price paid for the Company’s share on Nasdaq First North Growth Market during the period from and including 9 November 2026 up to and including 13 November 2026. The resolution is conditional upon the rights issue being registered with the Swedish Companies Registration Office.
 
Based on the number of shares and votes in the Company following the rights issue and the compensation issue to Artim Balance BidCo AB, assuming that the share issues are fully subscribed, LTI 2026A will, upon issue and exercise of all 222,100,000 warrants, result in dilution corresponding to approximately 6.1 per cent of the total number of shares and votes in the Company.
 
Implementation of incentive programme LTI 2026B
 
The meeting resolved, in accordance with a proposal from Artim Balance BidCo AB, to implement a long-term incentive programme (“LTI 2026B”) for certain members of Soltech’s board of directors, comprising an issue of not more than 86,400,000 warrants to the Company and approval of the transfer of the warrants to the participants in LTI 2026B at market value. Each warrant entitles the holder to subscribe for one new share during the period from and including 16 December 2028 up to and including 31 December 2028 at a subscription price corresponding to 130 per cent of the volume-weighted average price paid for the Company’s share on Nasdaq First North Growth Market during the period from and including 9 November 2026 up to and including 13 November 2026. The resolution is conditional upon the rights issue being registered with the Swedish Companies Registration Office.
 
Based on the number of shares and votes in the Company following the rights issue and the compensation issue to Artim Balance BidCo AB, assuming that the share issues are fully subscribed, LTI 2026B will, upon issue and exercise of all 86,400,000 warrants, result in dilution corresponding to approximately 2.5 per cent of the total number of shares and votes in the Company.
 
Further information
 
For further information on the proposals that have now been approved by the extraordinary general meeting, please refer to the information in the notice to the extraordinary general meeting published on 27 August 2026.
 
 
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