The shareholders of Soltech Energy Sweden AB (publ), reg. no. 556709-9436 (the “Company”), are hereby invited to the extraordinary general meeting on 29 September 2026 at 09.00 at the Company’s premises at Birger Jarlsgatan 41A in Stockholm. Entry and registration take place from 08.30.
Right to attend the general meeting
Shareholders who wish to attend the extraordinary general meeting shall:
Notice of attendance
Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the Company thereof either by e-mail to info@soltechenergy.com or by post to Soltech Energy Sweden AB (publ), “Extraordinary general meeting”, Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden. The notice of attendance shall state the shareholder’s name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).
Shareholders who do not wish to participate at the general meeting in person may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the registration at the extraordinary general meeting, powers of attorney, certificates of registration and other documents of authority should be received by the Company at the address Soltech Energy Sweden AB (publ), “Extraordinary general meeting”, Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden no later than on 23 September 2026. Please note that notice of attendance at the general meeting must be given even if the shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance at the general meeting. A template proxy form is available at the Company’s website (www.soltechenergy.com/en/) and will be sent to the shareholders who request it.
Nominee-registered shares
Shareholders whose shares are registered with a bank or other nominee must arrange through the nominee to have the shares temporarily registered in their own name in order to be entitled to participate in the extraordinary general meeting. Such registration (so-called voting rights registration), which normally is processed in a few days, must be completed no later than 23 September 2026 and should therefore be requested from the nominee well before this date. Voting rights registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than 23 September 2026 will be considered in the preparation of the share register.
Proposed agenda
Proposals for resolutions
Item 6: Resolution on amendment of the articles of association
The board of directors of Soltech Energy Sweden AB (publ) (the “Company”) proposes that the general meeting resolves to amend the Company’s articles of association in accordance with the following:
It is proposed that the share capital in the articles of association be changed 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 that the number of shares in the articles of association be changed 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.
§ 4 of the articles of association shall therefore read as follows in English:
“The share capital shall be not less than SEK 150,000,000 and not more than SEK 600,000,000.”
§ 5 of the articles of association shall therefore read as follows in English:
“The number of shares shall be not less than 3,000,000,000 and not more than 12,000,000,000.”
The resolution shall be conditional upon the meeting resolving on the Rights Issue in accordance with item 7 below.
For a valid resolution in accordance with the board of directors’ proposal on amendment of the articles of association, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 7: Resolution on approval of the board of directors’ resolution on a rights issue of shares
The board of directors of Soltech Energy Sweden AB (publ) (the “Company”) has resolved, subject to the subsequent approval of the general meeting, on an issue of new shares with preferential right for existing shareholders (the “Rights Issue”) and proposes that the general meeting resolves to approve the Rights Issue on the following terms.
Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act have been prepared.
The issue resolution requires amendment of the articles of association.
The issue resolution shall be conditional upon (i) the general meeting’s resolution being supported by shareholders representing more than half of the votes cast at the meeting, (ii) the general meeting’s resolution being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by Artim Balance BidCo AB, (iii) the general meeting resolving to amend the articles of association in accordance with item 6 above, (iv) the general meeting approving the guarantee fee payable to Artim Balance BidCo AB in accordance with item 8 below, and (v) the general meeting resolving on a compensation issue of shares in accordance with item 9 below.
See further information regarding the conditions and applicable majority requirements in connection with the exemption from launching a mandatory takeover bid granted to Artim Balance BidCo AB under the heading “Other information on exemption from launching a mandatory takeover bid” below.
Item 8: Resolution on approval of guarantee fee to Artim Balance BidCo AB
The board of directors of Soltech Energy Sweden AB (publ) (the “Company”) proposes that the general meeting resolves to approve the guarantee fee under the guarantee undertaking entered into between the Company and the Company’s largest shareholder, Artim Balance BidCo AB, reg. no. 559458-8914 (“Artim Balance”).
Certain transactions between related parties shall, pursuant to the so-called related-party transaction rules (the Swedish Securities Council’s statement 2019:25), be submitted to the general meeting for approval. The board of directors hereby submits a proposal for resolution and a report in accordance with the Swedish Securities Council’s statement 2019:25.
Artim Balance has, pursuant to an agreement with the Company dated 26 August 2026, undertaken to subscribe for its pro rata share and has, in addition, provided a guarantee undertaking in respect of the remaining portion of the rights issue of shares resolved upon by the Company’s board of directors on 27 August 2026 (the “Rights Issue”). The Rights Issue is thus fully guaranteed. As compensation for the guarantee undertaking, Artim Balance will receive a guarantee fee of SEK 6,298,410, corresponding to 10 per cent of the guaranteed amount. The guarantee fee will be payable regardless of whether, and to what extent, the guarantee undertaking is utilised. The compensation to Artim Balance will be paid in the form of newly issued shares in the Company at the same subscription price as in the Rights Issue, which will be issued through the issue of shares to Artim Balance as compensation separately proposed by the Company’s board of directors. No compensation will be paid for Artim Balance’s undertaking to subscribe for its pro rata portion of the Rights Issue. The board of directors considers the terms of the guarantee fee to be on market terms and that the guarantee undertaking otherwise contains customary terms.
In light of the fact that Artim Balance’s shareholding in the Company corresponds to approximately 36.5 per cent, Artim Balance is considered a related party of the Company under the related-party transaction rules set out in the Swedish Securities Council’s statement 2019:25. Under the related-party transaction rules, material transactions with related parties shall be submitted to the general meeting for approval. The guarantee fee is, inter alia, conditional upon approval by the general meeting as it is, taking into account its value, considered to constitute a material related-party transaction in accordance with the Swedish Securities Council’s statement 2019:25.
The board of directors proposes that the general meeting approves the guarantee fee to Artim Balance under the guarantee undertaking.
For a valid resolution in accordance with the board of directors’ proposal on approval of the guarantee fee payable to Artim Balance, the resolution must be supported by shareholders representing more than half of the votes cast at the meeting, disregarding shares held and represented at the meeting by Artim Balance.
Item 9: Resolution on a directed compensation issue of shares to Artim Balance BidCo AB
The board of directors of Soltech Energy Sweden AB (publ) (the “Company”) proposes that the general meeting resolves on a directed compensation issue of new shares to Artim Balance BidCo AB, reg. no. 559458-8914 (“Artim Balance”) on the following terms (the “Compensation Issue”).
Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act have been prepared.
The issue resolution requires amendment of the articles of association.
The issue resolution shall be conditional upon (i) the general meeting’s resolution being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, (ii) the general meeting’s resolution being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by Artim Balance, (iii) the general meeting approving the rights issue in accordance with item 7 above, and (iv) the general meeting approving the guarantee fee payable to Artim Balance in accordance with item 8 above.
See further information regarding the conditions and applicable majority requirements in connection with the exemption from launching a mandatory takeover bid granted to Artim Balance BidCo AB under the heading “Other information on exemption from launching a mandatory takeover bid” below.
Item 10: Resolution on approval of compensation components under a bridge loan agreement with Artim Balance BidCo AB
The board of directors of Soltech Energy Sweden AB (publ) (the “Company”) proposes that the general meeting resolves to approve the arrangement fee and the interest compensation (together, the “Compensation Components”) under a bridge loan agreement (the “Bridge Loan Agreement”) between the Company and the Company’s largest shareholder, Artim Balance BidCo AB, reg. no. 559458-8914 (“Artim Balance”).
Certain transactions between related parties shall, pursuant to the so-called related-party transaction rules (the Swedish Securities Council’s statement 2019:25), be submitted to the general meeting for approval. The board of directors hereby submits a proposal for resolution and a report in accordance with the Swedish Securities Council’s statement 2019:25.
In order to meet the Company’s liquidity needs until the rights issue of shares resolved upon by the Company’s board of directors on 27 August 2026 (the “Rights Issue”) has been completed, the Company entered into the Bridge Loan Agreement on 26 August 2026 for a maximum loan amount of SEK 50,000,000, which may be drawn by the Company in tranches of SEK 5,000,000 with Artim Balance as lender. The bridge loan carries an arrangement fee of SEK 250,000 and annual interest of 6 per cent on the tranche(s) drawn. The bridge loan, including the arrangement fee and accrued interest, is intended to be repaid by the Company after receipt of the issue proceeds from the Rights Issue or, if Artim Balance so requests, by Artim Balance setting off its claims under the Bridge Loan Agreement against its obligation to pay the subscription price for shares in the Rights Issue. Under all circumstances, the bridge loan shall be repaid no later than 16 November 2026. The board of directors considers the terms of the transaction to be on market terms and the Bridge Loan Agreement otherwise to contain customary terms.
In light of the fact that Artim Balance’s shareholding in the Company corresponds to approximately 36.5 per cent, Artim Balance is considered a related party of the Company under the related-party transaction rules set out in the Swedish Securities Council’s statement 2019:25. Under the related-party transaction rules, material transactions with related parties shall be submitted to the general meeting for approval. The Compensation Components are, inter alia, conditional upon approval by the general meeting since the Company’s payment of the Compensation Components, taking into account their value, is considered to constitute a material related-party transaction in accordance with the Swedish Securities Council’s statement 2019:25. If the general meeting does not approve (i) the Rights Issue, (ii) the guarantee fee payable to Artim Balance as compensation proposed by the Company’s board of directors for approval by the general meeting, and (iii) the issue of shares to Artim Balance as compensation proposed by the Company’s board of directors for approval by the general meeting, any amounts borrowed under the Bridge Loan Agreement will become immediately due and payable.
The board of directors proposes that the general meeting approves the Compensation Components under the Bridge Loan Agreement.
For a valid resolution in accordance with the board of directors’ proposal on approval of the Compensation Components under the Bridge Loan Agreement, the resolution must be supported by shareholders representing more than half of the votes cast at the meeting, disregarding shares held and represented at the meeting by Artim Balance.
Item 11: Resolution on reduction of the share capital limits in the articles of association and the reduction of the share capital
The board of directors of Soltech Energy Sweden AB (publ) (the “Company”) proposes the following in order to achieve an appropriate capital structure and flexibility following completion of the share issues resolved upon and proposed by the Company’s board of directors in connection with this proposal.
The board of directors proposes that the general meeting resolves to amend the share capital limits in the articles of association as follows, in order to enable implementation of the board of directors’ proposal on reduction of the share capital below:
It is proposed that the share capital in the articles of association be changed from being not less than SEK 150,000,000 and not more than SEK 600,000,000 (pursuant to the articles of association proposed by the Company’s board of directors for approval by the general meeting under an earlier separate proposal) to being not less than SEK 3,000,000 and not more than SEK 12,000,000.
§ 4 of the articles of association shall therefore read as follows in English:
“The share capital shall be not less than SEK 3,000,000 and not more than SEK 12,000,000.”
The board of directors proposes that the general meeting resolves to reduce the Company’s 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 pursuant to this item 11 above. Assuming full subscription in the rights issue and the compensation issue resolved upon and proposed by the Company’s board of directors in connection with this proposal, the Company’s share capital will amount to SEK 171,647,650.85, and the board of directors’ proposal under this item will entail that the Company’s share capital is reduced to not less than SEK 3,432,953.017. The reduction shall be carried out without cancellation of shares. The purpose of the reduction is to reduce the quota value of the shares, and the reduction amount shall be allocated to non-restricted equity. The board of directors is authorised to determine and file for registration a final reduction amount resulting in an even quota value for the Company’s shares. 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.
The resolution shall be conditional upon the meeting (i) resolving on the amendment of the articles of association proposed by the Company’s board of directors for resolution by the general meeting pursuant to an earlier separate proposal in item 6 above, (ii) approving the rights issue in accordance with item 7 above, and (iii) resolving on the compensation issue in accordance with item 9 above.
For a valid resolution in accordance with the board of directors’ proposal on reduction of the share capital limits in the articles of association and reduction of the share capital, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Item 12: Resolution in accordance with the board of directors’ proposal on the long-term incentive programme 2026A, comprising the issue and transfer of warrants 2026/2028A to senior executives and other key persons within the Company and its subsidiaries
The board of directors of Soltech Energy Sweden AB (publ) (the “Company”) proposes that the general meeting resolve to implement a new long-term incentive programme (“LTI 2026A”) for senior executives and other key persons within the Company and its subsidiaries (“Soltech”) in accordance with the below. The purpose of LTI 2026A, and the reasons for the deviation from the shareholders’ preferential rights, are to improve retention and increase the motivation of strategically important senior executives and other key persons within Soltech.
Issue of warrants 2026/2028A
The board of directors proposes that the Company shall issue not more than 222,100,000 warrants, titled warrants 2026/2028A, as a result of which the Company’s share capital may increase by not more than SEK 11,105,000 upon future exercise of the warrants (based on the current quota value per share of 5 öre and before any recalculation of the warrants). Based on a quota value per share of 0.1 öre following the reduction of the share capital proposed by the Company’s board of directors at the time of this proposal, the Company’s share capital may increase by not more than SEK 222,100 upon future exercise of the warrants (before any recalculation of the warrants).
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, vest solely in the Company itself, with the right and obligation to dispose of the warrants as set out below. The Company’s subscription for warrants shall be made no later than 30 November 2026. The warrants shall be issued without consideration to the Company.
Each warrant shall confer the right to subscribe for one (1) new share in the Company during the period from and including 16 December 2028 up to and including 31 December 2028 at a subscription price per share 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, rounded to the nearest whole öre (0.5 öre shall be rounded down).
The proposed incentive programme has a term of less than three years. The principal reasons why the incentive programme has a term of less than three years are that (i) a shorter incentive programme enables the Company to retain employees on competitive terms with a lower strain on the Company’s liquidity, (ii) the Company has carried out a workforce reduction while at the same time facing important business-related milestones in the short and medium term, (iii) the board of directors considers the remaining workforce to be critical for the successful execution of the Company’s plan and the achievement of its business milestones, (iv) in the current market conditions and challenging situation, the Company wishes to incentivise and motivate employees who are material to the Company’s development, and (v) to ensure market-level remuneration for such employees.
Pursuant to the full terms and conditions of the warrants, the subscription price and the number of shares for which each warrant may be exercised may be recalculated in the event of a bonus issue, reverse share split or share split, certain issues of shares, warrants or convertible instruments, and in certain other cases. In connection with this proposal, the board of directors of the Company has resolved on a rights issue of shares, subject to subsequent approval by the general meeting. No recalculation shall be made in respect of the proposed rights issue. Furthermore, the exercise period may be accelerated or postponed in certain circumstances.
The complete terms and conditions for warrants 2026/2028A are set out in the board of directors’ complete proposal, which is made available as set out below.
Transfer of warrants 2026/2028A
The board of directors proposes that Soltech shall dispose of warrants 2026/2028A in accordance with the following.
The Company shall transfer not more than 222,100,000 warrants 2026/2028A to participants in LTI 2026A. Such transfers may only be made up to and including 30 June 2027. The warrants shall be transferred at a price corresponding to the market value of the warrants at the time of transfer. The market value shall be determined by an independent valuation institute or audit firm in accordance with the Black & Scholes valuation model.
LTI 2026A comprises the transfer of warrants 2026/2028A to not more than 19 persons within Soltech. Transfers may only be made to persons falling within the categories set out below, based on their roles within Soltech, and within the limits specified for each category.
Category A – The Company’s CEO, being one individual, may be offered up to 46,300,000 warrants;
Category B – The Company’s CFO, being one individual, may be offered up to 29,400,000 warrants;
Category C – The Company’s COO, being one individual, may be offered up to 23,200,000 warrants;
Category D – Other key persons of Soltech, comprising not more than 16 individuals, may in the aggregate acquire up to 123,200,000 warrants, with each key person being offered up to 7,700,000 warrants.
Any warrants remaining, not transferred or repurchased may be retained by Soltech or cancelled pursuant to a resolution by the board of directors.
Conditions for the right to participate in LTI 2026A and for acquiring warrants are that (i) the participant, at the time of acquisition, is employed by Soltech and has neither given nor received notice of termination of employment, (ii) the acquisition of warrants may be carried out lawfully and, in the opinion of the board of directors, with reasonable administrative and financial efforts, and (iii) the participant and/or, where applicable, the participant’s company, has entered into a transfer and holding agreement with the Company in the form provided by the Company, pursuant to which the Company, or any party designated by the Company, shall, inter alia, have the right to repurchase the warrants from the participant/ company if the participant’s employment with Soltech ceases, if the participant wishes to transfer the warrants, or in certain other situations.
The board of directors shall be entitled to make such adjustments to the terms of individual agreements with participants as are deemed appropriate or advisable as a result of local employment or tax rules, administrative conditions, market practice or market conditions, including cash settlement instead of transfer of warrants to the participant. In individual cases, the board of directors may resolve that acquisition of warrants may be made by a legal entity controlled by a participant.
Costs
As the transfer of warrants 2026/2028A to participants in LTI 2026A will be made at a price corresponding to the market value of the warrants at the time of transfer, it is assessed that no social security contributions will occur for Soltech in connection with the issue and transfer of warrants 2026/2028A. Soltech will incur no other costs in relation to LTI 2026A than administrative costs in connection with the preparation, valuation, documentation and decision-making process, including costs for advisers and similar costs.
Dilution of the number of shares and votes
The Company currently has a total of 1,322,793,927 issued shares and votes. Based on the current number of shares and votes in the Company, LTI 2026A will, upon the issue and exercise of all 222,100,000 warrants 2026/2028A, result in a dilution of approximately 14.4 per cent of the total number of shares and votes in the Company. In connection with this proposal, the board of directors of the Company has resolved on a rights issue of shares, subject to subsequent approval by the general meeting, and proposed a directed compensation issue of shares to Artim Balance BidCo AB in its capacity as guarantor in the rights issue. Based on the number of shares and votes in the Company following these share issues, assuming that the share issues are fully subscribed, LTI 2026A will, upon the issue and exercise of all 222,100,000 warrants 2026/2028A, result in a dilution of approximately 6.1 per cent of the total number of shares and votes in the Company.
Authorisation for adjustments
The board of directors, or any person appointed by the board of directors, shall be authorised to make such minor adjustments to the resolution of the general meeting as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Preparation of the proposal
The board of directors’ proposal regarding LTI 2026A as set out above has been prepared by the board of directors with the assistance of external advisers, processed by the board of directors during August 2026 and resolved upon at a board meeting held on 27 August 2026. Documents pursuant to Chapter 14, Section 8 of the Swedish Companies Act have been prepared.
Other outstanding share-related incentive programmes
The Company has no outstanding share-related incentive programmes. The share-related incentive programme described in note 6 to the Company’s annual report for 2025 has expired.
Conditions for the validity of the resolution
The general meeting’s resolution on LTI 2026A pursuant to this proposal shall be conditional upon the general meeting approving the rights issue of shares resolved upon by the Company’s board of directors in connection with this proposal and the rights issue being registered with the Swedish Companies Registration Office.
Majority requirements
A resolution to adopt the board of directors’ proposal shall be valid only if supported by shareholders representing not less than nine-tenths of both the votes cast at the general meeting and the shares represented at the general meeting.
Item 13: Resolution in accordance with the shareholder’s proposal on the long-term incentive programme 2026B, comprising the issue and transfer of warrants 2026/2028B to certain members of the Company’s board of directors
Artim Balance BidCo AB (the “Shareholder”), the largest shareholder in Soltech Energy Sweden AB (publ) (the “Company”), proposes that the general meeting resolve to implement a new long-term incentive programme (“LTI 2026B”) for certain members of the Company’s board of directors in accordance with the below. The purpose of LTI 2026B, and the reasons for the deviation from the shareholders’ preferential rights, are to improve retention and increase the motivation of the Company’s board members.
Issue of warrants 2026/2028B
The Shareholder proposes that the Company shall issue not more than 86,400,000 warrants, titled warrants 2026/2028B, as a result of which the Company’s share capital may increase by not more than SEK 4,320,000 upon future exercise of the warrants (based on the current quota value per share of 5 öre and before any recalculation of the warrants). Based on a quota value per share of 0.1 öre following the reduction of the share capital proposed by the Company’s board of directors at the time of this proposal, the Company’s share capital may increase by not more than SEK 86,400 upon future exercise of the warrants (before any recalculation of the warrants).
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, vest solely in the Company itself, with the right and obligation to dispose of the warrants as set out below. The Company’s subscription for warrants shall be made no later than 30 November 2026. The warrants shall be issued without consideration to the Company.
Each warrant shall confer the right to subscribe for one (1) new share in the Company during the period from and including 16 December 2028 up to and including 31 December 2028 at a subscription price per share 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, rounded to the nearest whole öre (0.5 öre shall be rounded down).
The proposed incentive programme has a term of less than three years. The principal reasons why the incentive programme has a term of less than three years are that (i) the Company is facing important business-related milestones in the short and medium term, (ii) the Shareholder considers the retention of board members critical to the successful execution of the Company’s plan and the achievement of its business milestones, and (iii) in the current market conditions and challenging situation, the Company wishes to incentivise and motivate the members of the Company’s board of directors.
Pursuant to the full terms and conditions of the warrants, the subscription price and the number of shares for which each warrant may be exercised may be recalculated in the event of a bonus issue, reverse share split or share split, certain issues of shares, warrants or convertible instruments, and in certain other cases. In connection with this proposal, the board of directors of the Company has resolved on a rights issue of shares, subject to subsequent approval by the general meeting. No recalculation shall be made in respect of the proposed rights issue. Furthermore, the exercise period may be accelerated or postponed in certain circumstances.
The complete terms and conditions for warrants 2026/2028B are set out in the Shareholder’s complete proposal, which is made available as set out below.
Transfer of warrants 2026/2028B
The Shareholder proposes that the Company shall dispose of warrants 2026/2028B in accordance with the following.
The Company shall transfer not more than 86,400,000 warrants 2026/2028B to participants in LTI 2026B. Such transfers may only be made up to and including 30 June 2027. The warrants shall be transferred at a price corresponding to the market value of the warrants at the time of transfer. The market value shall be determined by an independent valuation institute or audit firm in accordance with the Black & Scholes valuation model.
LTI 2026B comprises the transfer of warrants 2026/2028B to not more than 4 persons on the Company’s board of directors. Transfers may only be made to persons falling within the categories set out below, based on their role on the Company’s board of directors, and within the limits specified for each category.
Category A – The chair of the board, Petteri Saarinen, may be offered up to 30,900,000 warrants;
Category B – Certain other board members, including Ove Anebygd, Joachim Zetterlund and Stefan Ölander, may in the aggregate acquire up to 55,500,000 warrants, with each individual being offered up to 18,500,000 warrants;
Any warrants remaining, not transferred or repurchased may be retained by the Company or cancelled pursuant to a resolution by the board of directors.
Conditions for the right to participate in LTI 2026B and for acquiring warrants are that (i) at the time of acquisition, the participant still holds the office as a member of the board of directors of the Company and has neither personally requested to resign nor been dismissed from such office, (ii) the acquisition of warrants may be carried out lawfully and with reasonable administrative and financial efforts, and (iii) the participant and/or, where applicable, the participant’s company, has entered into a transfer and holding agreement with the Company in the form provided by the Company, pursuant to which the Company, or any party designated by the Company, shall, inter alia, have the right to repurchase the warrants from the participant/company if the participant’s appointment as a board member of the Company ceases, if the participant wishes to transfer the warrants, or in certain other situations.
The board of directors, excluding any conflicted board member, shall be entitled to make such adjustments to the terms of individual agreements with participants as are deemed appropriate or advisable as a result of local employment or tax rules, administrative conditions, market practice or market conditions, including cash settlement instead of transfer of warrants to the participant. In individual cases, the board of directors, excluding any conflicted board member, may resolve that acquisition of warrants may be made by a legal entity controlled by a participant.
Costs
As the transfer of warrants 2026/2028B to participants in LTI 2026B will be made at a price corresponding to the market value of the warrants at the time of transfer, it is assessed that no social security contributions will occur for the Company in connection with the issue and transfer of warrants 2026/2028B. The Company will incur no other costs in relation to LTI 2026B than administrative costs in connection with the preparation, valuation, documentation and decision-making process, including costs for advisers and similar costs.
Dilution of the number of shares and votes
The Company currently has a total of 1,322,793,927 issued shares and votes. Based on the current number of shares and votes in the Company, LTI 2026B will, upon the issue and exercise of all 86,400,000 warrants 2026/2028B, result in a dilution of approximately 6.1 per cent of the total number of shares and votes in the Company. In connection with this proposal, the board of directors of the Company has resolved on a rights issue of shares, subject to subsequent approval by the general meeting, and proposed a directed compensation issue of shares to Artim Balance BidCo AB in its capacity as guarantor in the rights issue. Based on the number of shares and votes in the Company following these share issues, assuming that the share issues are fully subscribed, LTI 2026B will, upon the issue and exercise of all 86,400,000 warrants 2026/2028B, result in a dilution of approximately 2.5 per cent of the total number of shares and votes in the Company.
Authorisation for adjustments
The CEO, or any person appointed by the CEO, shall be authorised to make such minor adjustments to the resolution of the general meeting as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Preparation of the proposal
The Shareholder’s proposal regarding LTI 2026B as set out above has been prepared by the Shareholder with the assistance of external advisers. The board of directors, with the exception of board members Jacob Langhard and Thomas Mejdell who are not participating in LTI 2026B, has not taken part in the preparation of the proposal. Documents pursuant to Chapter 14, Section 8 of the Swedish Companies Act have been prepared.
Other outstanding share-related incentive programmes
The Company has no outstanding share-related incentive programmes. The share-related incentive programme described in note 6 to the Company’s annual report for 2025 has expired.
Conditions for the validity of the resolution
The general meeting’s resolution on LTI 2026B pursuant to this proposal shall be conditional upon the general meeting approving the rights issue of shares resolved upon by the Company’s board of directors in connection with this proposal and the rights issue being registered with the Swedish Companies Registration Office.
Majority requirements
A resolution to adopt the Shareholder’s proposal shall be valid only if supported by shareholders representing not less than nine-tenths of both the votes cast at the general meeting and the shares represented at the general meeting.
Other information on exemption from launching a mandatory takeover bid
The Company’s largest shareholder, Artim Balance BidCo AB (“Artim Balance”), whose shareholding in the Company before the Rights Issue corresponds to approximately 36.5 per cent of the total number of shares and votes in the Company, has undertaken to subscribe for its pro rata portion of the Rights Issue and has also entered into a guarantee undertaking to subscribe for additional shares in the Rights Issue. If the undertakings were to be fully utilised and/or Artim Balance were to receive its guarantee fee in the form of newly issued shares in the Company under item 9 above, Artim Balance’s portion of the votes in the Company would increase and thus result in an obligation to launch a mandatory takeover bid for all shares in the Company within four weeks thereafter, pursuant to Rule III.1 of the Swedish Stock Market Self-Regulation Committee’s Takeover Rules for Certain Trading Platforms.
Artim Balance has been granted an exemption from the mandatory bid obligation by the Swedish Securities Council in case its shareholding in the Company would increase as a result of Artim Balance’s participation in the Rights Issue and/or Artim Balance receiving its guarantee fee in the form of newly issued shares in the Company under item 9 above. The exemption is conditional upon (i) the shareholders who are to decide on the Rights Issue being informed of the maximum portion of capital and votes that Artim Balance may obtain by subscribing for shares in excess of its pro rata portion and receiving guarantee fee in the form of shares, and (ii) the general meeting’s resolution on the Rights Issue and Compensation Issue respectively being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by Artim Balance.
The maximum portion of the capital and votes in the Company that Artim Balance may obtain if the undertakings were to be fully utilised and Artim Balance were to receive its guarantee fee in the form of newly issued shares in the Company under item 9 above is approximately 75.5 per cent (including Artim Balance’s current holdings in the Company), assuming that no party other than Artim Balance subscribes for new shares in the Rights Issue.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 1,322,793,927. The Company does not hold any treasury shares.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and the CEO at the extraordinary general meeting in accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act.
Documents available
Documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act are available at the Company and on the Company’s website (www.soltechenergy.com/en/). The documents will also be sent to shareholders who so request and state their postal address. Such a request may be sent to Soltech Energy Sweden AB (publ), Birger Jarlsgatan 41A, SE-111 45 Stockholm, Sweden or by e-mail to info@soltechenergy.com. The proposals under items 6–11 above are included in the notice in their entirety.
Personal data
For information on how personal data is processed in connection with the general meeting, please refer to the privacy notice available on Euroclear’s website (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
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Stockholm in August 2026
Soltech Energy Sweden AB (publ)
The board of directors
For more information, please contact:
Leif Göransson, Interim CEO, Soltech Energy Sweden AB
E-mail: leif.goransson@soltechenergy.com
Pontus Andersson, Interim CFO, Soltech Energy Sweden AB
E-mail: info@soltechenergy.com
About Soltech Energy Sweden AB (publ)
Soltech Energy is a full-service provider with market-leading expertise in solar energy, electrical engineering, façades, roofing contracting, charging infrastructure, and advanced energy storage solutions with integrated smart control systems. Soltech Energy Sweden AB (publ) is listed on the Nasdaq First North Growth Market under the ticker symbol SOLT. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB. For more information, visit: https://soltechenergy.com