Notice of Extraordinary General Meeting in Gigasun AB (publ)
The shareholders of Gigasun AB (publ), Reg. No. 559056-8878 (the “Company”), are hereby convened to an Extraordinary General Meeting on 8 October 2026 at 4:00 p.m. at Convendum, Kungsgatan 9, Stockholm.
Right to participate and notification
Shareholders who wish to participate in the General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB no later than Wednesday 30 September 2026 (for nominee-registered shares, please see "Nominee-registered shares" below), and
- no later than Friday 2 October 2026 give notice by post to Gigasun AB (publ), Extraordinary General Meeting, Box 3083, 103 61 Stockholm or by email to stamma@gigasun.se. In the notice, the shareholder shall state its name, personal or corporate registration number, address, telephone number, shareholding and the number of any accompanying assistant(s) (maximum two assistants).
Proxies
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.gigasun.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate registration at the General Meeting, the proxy, certificate of registration and any other authorisation documents should be received by the Company at the address stated above no later than 2 October 2026.
Nominee-registered shares
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held 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 relating to the circumstances on 30 September 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 in such time in advance as the nominee determines. Voting right registrations completed by the nominee no later than 2 October 2026 are considered when preparing the register of shareholders.
Proposed agenda
- Opening of the General Meeting.
- Election of the Chair of the General Meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the General Meeting has been duly convened.
- Resolution on amendment of the Articles of Association.
- Resolution on approval of the Board of Directors’ resolution on the Set-off Issue.
- Resolution on authorisation for the Board of Directors to resolve on issues of new shares, warrants and convertible instruments.
- Closing of the General Meeting.
Proposed resolutions
Item 7 – Resolution on amendment of the Articles of Association
The Board of Directors proposes that the General Meeting resolves to amend the limits for the share capital and the number of shares in the Articles of Association.
It is proposed that § 4 be amended from providing that the share capital shall be not less than SEK 7,000,000 and not more than SEK 28,000,000 to providing that the share capital shall be not less than SEK 14,000,000 and not more than SEK 56,000,000.
It is proposed that § 5 be amended from providing that the number of shares shall be not less than 35,000,000 and not more than 140,000,000 to providing that the number of shares shall be not less than 70,000,000 and not more than 280,000,000.
The Board of Directors further proposes that the General Meeting resolves to adopt new Articles of Association reflecting the amendments set out above.
Item 8 – Resolution on approval of the Board of Directors’ resolution on the Set-off Issue
The Board of Directors proposes that the General Meeting approves the Board of Directors’ resolution of 3 September 2026 on a directed issue of not more than 56,296,000 new shares, entailing an increase in the share capital of not more than SEK 11,259,200 (the “Set-off Issue”).
The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, vest in holders of bonds under the Company’s SOLT4 bond loan, ISIN SE0011721380 (the “Bond Loan”).
The subscription price shall be SEK 1.25 per share and corresponds to the subscription price in the Rights Issue.
Payment for subscribed shares shall be made by way of set-off against each subscriber’s claim against the Company in respect of the nominal amount under the Bond Loan. Accrued and unpaid interest attributable to the nominal amount used for set-off is not included in the Set-off Issue and shall be paid separately in cash by the Company.
The reason for the deviation from the shareholders’ preferential rights is to provide holders of bonds under the Bond Loan with the opportunity to exchange their claims in respect of the nominal amount for shares in the Company.
The Set-off Issue will reduce the Company’s indebtedness and strengthen the Company’s financial position.
The complete terms and conditions of the Set-off Issue are set out in the Board of Directors’ resolution of 3 September 2026.
Item 9 – Resolution on authorisation for the Board of Directors to resolve on issues of new shares, warrants and convertible instruments
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors, on one or several occasions during the period up to the next Annual General Meeting, to resolve on issues of new shares and/or issues of convertible instruments and/or warrants, including with deviation from the shareholders’ preferential rights.
The shares, convertible instruments and/or warrants may be subscribed for against cash payment, by way of set-off, contribution in kind or otherwise subject to conditions.
The authorisation is limited to such number of shares in an issue of new shares or, in an issue of warrants or convertible instruments, such number of warrants or convertible instruments as may result in the issue of, or conversion into, the corresponding number of shares, calculated at the time of the issue of such warrants or convertible instruments, as falls within the limits on the number of shares set out in the Company’s Articles of Association.
Majority requirements
A valid resolution under item 7 requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.
Valid resolutions under items 8 and 9 require the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the Board of Directors and the Chief Executive Officer in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Number of shares and votes
The total number of shares and votes in the Company at the time of issuance of this notice is 57,197,225. All issued shares carry equal voting rights. The Company does not hold any treasury shares.
Documents
The Board of Directors’ complete proposals for resolutions and other documents required under the Swedish Companies Act will be made available at the Company’s offices and on the Company’s website no later than the time required by law. The documents will also be sent free of charge to shareholders who so request and provide their postal address.
The documents will also be available at the General Meeting.
Stockholm, September 2026
Gigasun AB (publ)
The Board of Directors
For more information, please contact:
Max Metelius, CEO Gigasun AB (publ)
Phone: +46 (0) 72 316 04 44
E-mail: max.metelius@gigasun.se
Stefan Salomonsson, CFO Gigasun AB (publ)
Phone: +46 (0) 70 220 80 00
E-mail: stefan.salomonsson@gigasun.se
Certified Advisor is FNCA Sweden AB
About the operation
Gigasun operates in China through its wholly owned subsidiaries Advanced Soltech Renewable Energy (Hangzhou) Co. Ltd (“ASRE”) and Longrui Solar Energy (Suqian) Co. Ltd. (“SQ”), and Suqian Ruiyan New Energy Co., Ltd. (“RY”).
The business model consists of financing, installing, owning and managing solar PV installations on customers' roofs in China. The customer does not pay for the solar PV installation, but instead enters an agreement to buy the electricity that the solar PV installation produces under a 20-year agreement. Current income comes from the sale of electricity to customers and governmental subsidies.
The goal is to have an installed capacity of 1,000 megawatts (MW) in the medium term.