Notice of extraordinary general meeting of Freemelt Holding AB (publ)
The shareholders of Freemelt Holding AB (publ), reg. no. 559105-2922, (the “Company”) are hereby given notice of the extraordinary general meeting to be held on 20 November 2026 at 12:30 at the Company’s head office at Fiskhamnsgatan 6A, 414 51 Gothenburg. Registration for the meeting will begin at 12:00.
Right to attend the general meeting and notification
Shareholders who wish to attend the meeting must be recorded in the share register maintained by Euroclear Nordics AB on the record date of 12 November 2026, and must have notified the Company of their participation and any assistants no later than 16 November 2026. Notification shall be made by post to Freemelt Holding AB (publ), Fiskhamnsgatan 6A, 414 51 Gothenburg, or by e-mail to [email protected]. Upon notification, the shareholder shall state full name, personal or corporate identification number, address, daytime telephone number and, where applicable, information on representatives, proxies and assistants. The number of assistants may not exceed two. To facilitate registration at the meeting, the notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorisation documents.
For information on how your personal data is processed in connection with the general meeting, please refer to the privacy policy on Euroclear Nordics AB’s website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the meeting, request that their shares be temporarily re-registered in their own name in the share register maintained by Euroclear Nordics AB (so-called voting rights registration). The shareholder must notify the nominee well in advance of 16 November 2026, by which date such registration must be completed. Voting rights registrations requested by the shareholder in such time that the registration has been completed by the nominee no later than 16 November 2026 will be taken into account in the preparation of the share register.
Proxies
A shareholder represented by proxy shall issue a written power of attorney signed and dated by the shareholder. The power of attorney may not be older than one year unless a longer period of validity is stated in the power of attorney, however not exceeding five years. If the power of attorney is issued by a legal entity, a copy of the registration certificate shall be attached, or, if no such document exists, an equivalent authorisation document for the legal entity. A proxy form for shareholders who wish to attend the meeting by proxy is available on the Company’s website www.freemelt.com. The original power of attorney shall also be presented at the meeting.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on approval of the board of directors’ resolution on a rights issue of shares
- Resolution on authorisation for the board of directors to resolve on a new issue of shares to guarantors
- Closing of the meeting
Proposed resolutions
Item 7. Resolution on approval of the board of directors’ resolution on a rights issue of shares
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution of 2 November 2026 on an issue of no more than 151,799,640 shares as follows.
- The share capital shall be increased by not more than SEK 7,589,982.00.
- The subscription price for each share shall be SEK 1.00. The part of the subscription price exceeding the quota value of the shares shall be allocated to the unrestricted share premium reserve.
- Each existing share in the Company entitles the holder to one (1) subscription right, and three (3) subscription rights entitle the holder to subscribe for two (2) new shares in the Company.
- The right to receive subscription rights shall vest in those who, on the record date of 24 November 2026, are registered as shareholders in the share register maintained by Euroclear Nordics AB.
- If not all shares are subscribed for by exercise of subscription rights, the board of directors shall resolve on allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, shares shall be allotted firstly to those who have applied for subscription and subscribed for shares by exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of subscription rights that each of them exercised for subscription, secondly to those who have applied for subscription without the exercise of subscription rights, pro rata in relation to their applied interest, and thirdly to those who have entered into guarantee undertakings for the subscription of new shares, in accordance with the terms and conditions of each guarantee undertaking. To the extent allotment according to the above cannot be done pro rata, allotment will be determined by drawing of lots.
- Subscription for new shares with the support of subscription rights shall take place by way of cash payment during the period from and including 26 November 2026 up to and including 10 December 2026.
- Subscription for new shares without the support of subscription rights shall take place on a separate subscription list during the period from and including 26 November 2026 up to and including 10 December 2026. Payment for shares subscribed for without the support of subscription rights shall be made in cash no later than the second banking day after notice of allotment of shares.
- The board of directors shall be entitled to extend the subscription period and postpone the time for payment.
- The new shares shall carry the right to profit distributions for the first time on the first record date for dividends that occurs after the shares have been registered with the Swedish Companies Registration Office and entered into the share register maintained by Euroclear Nordics AB.
The board of directors, or any person appointed by the board of directors, is authorised to make such minor adjustments to the resolution as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB.
Item 8. Resolution on authorisation for the board of directors to resolve on a new issue of shares to guarantors
In order to enable a new issue of shares as guarantee compensation to those who have provided guarantee commitments (the “Guarantors”) in the rights issue of shares resolved upon by the board of directors on 2 November 2026, and which is proposed to be approved under item 7 on the agenda for the meeting, the board of directors proposes that the general meeting resolves to authorise the board of directors, for the period until the next annual general meeting, on one or more occasions, with deviation from the shareholders’ preferential rights and with or without conditions regarding set-off or other conditions, to resolve on a new issue of shares to the Guarantors.
When the authorisation is exercised, the subscription price for the newly issued shares shall correspond to the subscription price per share in the rights issue.
The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights is to enable a new issue of shares as guarantee compensation to the Guarantors. The total number of shares that may be issued pursuant to the authorisation shall not exceed the number of shares corresponding to the agreed guarantee compensation payable by the Company to the Guarantors.
The board of directors further proposes that the board of directors, or any person appointed by the board of directors, be authorised to make such minor adjustments to the resolution as may prove necessary in connection with its registration with the Swedish Companies Registration Office.
The resolution in accordance with this proposal is subject to and conditional upon the general meeting resolving to approve the proposal under item 7 on the agenda for the meeting.
Majority requirement
A valid resolution under item 8 on the agenda requires that the proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes in the Company
At the time of issuance of this notice, the total number of shares and votes in the Company is 227,699,462. The Company holds no treasury shares.
Available documents and information
Documents to be considered at the meeting or which pursuant to the Swedish Companies Act shall be available at the meeting will be available at the Company’s offices at Fiskhamnsgatan 6A, 414 51 Gothenburg, and on the Company’s website www.freemelt.com prior to the meeting in accordance with the Swedish Companies Act, and will be sent free of charge to any shareholder who so requests and provides their postal address. All of the above documents will also be presented at the meeting.
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the managing director shall, if requested by any shareholder and if the board of directors considers that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda.
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Gothenburg in November 2026
Freemelt Holding AB (publ)
The board of directors