Nexam Chemical: NOTICE OF EXTRAORDINARY GENERAL MEETING IN NEXAM CHEMICAL HOLDING AB (PUBL)

Right to participate and notification

Shareholders wishing to attend the meeting must

• be listed in the share register kept by Euroclear Sweden AB on Friday, 9 January 2026, and
• not later than Tuesday, 13 January 2026, inform Nexam Chemical in writing of their attendance and number of assistants (not more than two), if any, to Nexam Chemical Holding AB (publ), Bolagsstämma, P.O. Box 165, SE-234 23 Lomma. Such notification can also be given by telephone at +46 702-71 93 11, or by e-mail to info@nexamchemical.com.

Notification ought to include the shareholder's name, address, telephone number, personal or corporate identity number, registered shareholding and information on proxies, if any. Notification and particulars of any proxy and assistants will be registered with Nexam Chemical to provide the basis for the voting list.

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so-called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Tuesday, 13 January 2026. Accordingly, shareholders must well in advance before this date notify their trustee of their request for such voting rights registration.

Proxies etc.

If shareholders attend by proxy, such proxy must bring a written power of attorney, dated and signed by the shareholder, to the meeting. This power of attorney may not be older than one year, unless a longer term of validity (although subject to a maximum of five years) is stated in the power of attorney. If the power of attorney is issued by a legal entity, a certified copy of registration certificate or equivalent document for the legal entity shall be presented. To facilitate entry, a copy of the power of attorney and other legitimacy papers is preferably attached to the notification of attendance of the meeting. Forms for power of attorney can be found at the company's website (www.nexamchemical.com) and at the company's head office, Industrigatan 27, SE-234 35 Lomma, and will be sent to shareholders who so request and state their address.

Other

The complete proposals for resolutions and ancillary documents pursuant to the Swedish Companies Act (2005:551) will be kept available at the company's head office, Industrigatan 27, SE-234 35, Lomma, and at the company's website (www.nexamchemical.com), no later than two weeks before the meeting. Copies of the documents will upon request be sent to shareholders who state their address, and will be available at the meeting.

Shareholders present at the meeting have the right to request information pursuant to Chapter 7, Section 32 Paragraph 1 of the Swedish Companies Act.

Agenda

0.    Opening of the meeting.

1.    Election of Chairman of the meeting.

2.    Preparation and approval of the voting list.

3.    Approval of the agenda.

4.    Election of one or two persons to verify the minutes.

5.    Consideration of whether the meeting has been duly convened.

6.    Resolution on approval of the Board's resolution on rights issue of shares.

7.    Resolution on authorisation for the Board to resolve on new issues of shares to guarantors.

8.    Resolution on authorisation for the Board to resolve on new issues of additional shares in the event of oversubscription (over-allotment issue).

9.    Closing of the meeting.

Proposed resolutions

Election of Chairman of the meeting (item 1)

The Board proposes that lawyer Ola Grahn is elected as Chairman of the meeting.

Resolution on approval of the Board's resolution on rights issue of shares (item 6)

The Board proposes that the meeting resolves to approve the Board's resolution of 22 December 2025 to increase the company's share capital with at the highest SEK 414,952.769242 through the issue of at the highest 21,577,544 shares and on the following terms and conditions:

1. SEK 2.40 shall be paid for each new share, whereby the amount that exceeds the share's quota value shall be allocated to the free share premium reserve.
2. Subscription of shares with preferential rights shall be made by exercise of subscription rights. The right to receive subscription rights for subscription of new shares with preferential rights shall vest in those who, on the record date, are registered as shareholders and thereby are allotted subscription rights in relation to their shareholding as of the record date.
3. The record date for participation in the issue shall be 22 January 2026.
4. One (1) existing share entitles to one (1) subscription right and fifteen (15) subscription rights entitle to subscription of four (4) new shares.
5. If not all shares are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the issue:
   1. 1. firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares;
      2. secondly, to those who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares the subscriber in total has applied for subscription of; and
      3. thirdly, to those who have provided underwriting commitments with regard to subscription of shares, in proportion to such underwriting commitments.

To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.

6. Subscription of shares by exercise of subscription rights shall be made through cash payment during the time period from and including 26 January 2026 to and including 9 February 2026. Subscription of shares without exercise of subscription rights shall be made on a special application form during the same time period. Payment for shares subscribed for without exercise of subscription rights is to be made no later than the third banking day after notification of allotment has been sent to the subscriber by a settlement note.

The Board shall have the right to extend the time period for subscription and payment.

7. If a subscriber subscribes for shares that result in the subscriber's total shareholding exceeding a limit that triggers a notification obligation under the Screening of Foreign Direct Investments Act (2023:560), allocation shall initially only be made to a level at which the subscriber falls below the aforementioned limit, and allocation of the excess portion of the subscription shall be conditional upon i) the subscriber fulfilling their notification obligation; and ii) the Inspectorate for Strategic Products makes a decision based on the subscriber's notification to the effect that allocation may take place. Payment for such shares shall then be made no later than the third banking day after the conditions for allocation have been met.
8. The new shares convey right to dividends as from the first record date for dividends occurring after the issue resolution.
9. The company's CEO shall be authorised to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.

Resolution on authorisation for the Board to resolve on a new issue of shares to guarantors (item 7)

In order to enable the issuance of shares as guarantee consideration to those who have entered into guarantee commitments (the "Guarantors") to secure the rights issue of shares that was resolved upon by the Board on 22 December 2025, and which is proposed to be approved under item 6 on the agenda for the meeting (the "Rights Issue"), the Board proposes that the meeting resolves to authorise the Board to, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders' preferential rights and with or without conditions of set-off or other conditions, resolve on a new issue of shares to the Guarantors. Upon utilisation of the authorisation, the subscription price shall correspond to the volume-weighted average price (VWAP) for the company's share on Nasdaq First North Premier Growth Market during the subscription period in the Rights Issue (i.e., during the period 26 January - 9 February 2026), but never lower than the subscription price in the Rights Issue.

The purpose of the authorisation and the reason for the deviation from the shareholders' preferential rights is to be able to carry out a new issue of shares as compensation to the Guarantors. The number of shares that may be issued under the authorisation may not exceed the total number of shares corresponding to the agreed guarantee consideration that the company has to pay to the Guarantors.

A resolution in accordance with this proposal requires and is conditional upon the meeting also resolving to approve the rights issue in accordance with item 6 on the agenda for the meeting.

The company's CEO shall be authorised to make such minor formal adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket).

Resolution on authorisation for the Board to resolve on new issues of additional shares in the event of oversubscription (over-allotment issue) (item 8)

The Board proposes that the meeting resolve to authorise the Board, for the period until the next annual general meeting, on one or more occasions, to resolve on the issue of additional shares in the event of oversubscription in the Rights Issue, essentially on the following terms and conditions:

1. The company's share capital may be increased by a maximum of SEK 120,192.307696 through the new issue of a maximum of 6,250,000 shares.
2. The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, only be vested in the parties who have entered into top guarantee commitments in the Rights Issue (the "Top Guarantors").
3. New issues pursuant to this authorisation shall be made at a subscription price of SEK 2.40 per share, which corresponds to the subscription price in the Rights Issue.
4. The authorisation shall be available for utilisation by the Board, in whole or in part, to the extent that the Board deems appropriate. The Board shall have the right to determine the other terms and conditions for new issues pursuant to this authorisation.
5. The purpose of the authorisation and the reason for the deviation from the shareholders' preferential rights is to ensure that the Top Guarantors, in the event of oversubscription in the Rights Issue, receive allotment of shares corresponding to their submitted top guarantee commitments, and ensure the opportunity to provide the company with additional capital (so-called over-allotment issue). If such allotment to the Top Guarantors cannot be made in full through the over-allotment issue, allotment within the highest amount of the over-allotment issue may instead be made in proportion to the top guarantee commitments made. The Board considers that it is in the interests of both the company and its shareholders that the company, if applicable, can raise additional capital in a time- and cost-efficient manner through an over-allotment issue.

A resolution in accordance with this proposal requires and is conditional upon the meeting also resolving to approve the Rights Issue in accordance with item 6 on the agenda for the meeting.

The company's CEO shall be authorised to make any minor formal adjustments to the resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Particular majority requirements

For valid resolutions on the proposals pursuant to items 7 and 8, the proposals must be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.

Number of shares and votes

As of the date of issuing of this notice, the total number of registered shares and votes in the company amounts 80,915,798. The company holds no treasury shares.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_________________________

Lomma in December 2025

Nexam Chemical Holding AB (publ)

The Board of Directors

For more information, please contact:

Ronnie Törnqvist, CEO, +46 (0)706-25 41 85, ronnie.tornqvist@nexamchemical.com    

This information was submitted for publication, through the agency of the contact person set out above, at 08:35 CET on 22 December 2025.