The shareholders of Bulten AB, reg. no. 556668-2141 (the “Company”), are invited to the Extraordinary General Meeting (EGM) on Wednesday December 16, 2026 at 4 p.m. CET at Bulten’s headquarters, August Barks Gata 6A, 421 32 Västra Frölunda, Sweden. Registration for the meeting will begin at 3 p.m. CET.
Right to participate and registration
Shareholders who wish to participate must be entered in the register of shareholders maintained by Euroclear Nordics AB on Tuesday December 8, 2026 and have notified the Company by no later than Thursday December 10, 2026 of their intention to attend the EGM.
Shareholders may register to participate in the EGM
On registration, the shareholder must give his/her name, personal identity number or company registration number, address and daytime telephone number and, where applicable, the number of assistants, name and personal identity number of any proxy or name and personal identity number of any substitute. Registration forms are available on the Company’s website at www.bulten.com. A hard copy of the registration form may be ordered from the same postal address/phone number given above to register for the EGM. Phone registrations may be made on business days between 9 a.m. and 4 p.m. CET. Please note that the deadline for phone registrations is December 10, 2026 at 4 p.m. CET.
A shareholder may bring a maximum of two assistants to the EGM if the Company is notified of the intended number of assistants using the applicable procedure when the shareholder registers for the EGM.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, if they wish to participate in the EGM, have their shares temporarily re-registered in their own names. Shareholders who wish to re-register shares in their own name must advise their nominee in plenty of time before December 8, 2026. Re-registration must be complete with Euroclear Nordics AB by December 10, 2026.
Proxies
Shareholders who wish to send a proxy must issue a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a certified copy of the relevant certificate of registration for the legal entity (or the equivalent document for foreign legal entities) must be enclosed with the power of attorney. The documents must be no more than one year old. The power of attorney may, however, state a longer term for the power of attorney, but no more than five years. Proxy forms are available on the Company’s website at www.bulten.com. A proxy form may be ordered from the same postal address and telephone number given above for registration for the EGM.
In order to facilitate the registration process, the original of the power of attorney and the certificate of registration and other authorization documents should reach the Company at the above address no later than December 10, 2026.
Proposed agenda
Proposals for resolutions
The Board’s proposals for resolutions regarding items 2, 7, 8 and 9:
Item 2: Election of Chair for the EGM
The Board of Directors proposes that the Chair of the Board of Directors, Ulf Liljedahl, be appointed Chair of the EGM.
Item 7: The Board of Directors’ proposal for resolution to amend the Articles of Association
The Board of Directors proposes that the EGM resolve to amend the Company’s Articles of Association for the purpose of changing the company name from Bulten AB (publ) to Nodevik AB (publ). The Articles of Association are otherwise proposed to remain unchanged.
Current wording
§ 1 Name
The company’s name is Bulten AB. The company is a public limited liability company (publ).
Proposed wording
§ 1 Name
The company’s name is Nodevik AB. The company is a public limited liability company (publ).
The Board of Directors, or a person appointed by the Board of Directors, shall have the right to decide on such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.
A resolution in accordance with the Board of Directors’ proposal require that shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM support the resolution.
Item 8: The Board of Directors’ proposal for resolutions on (A) implementation of a call option plan, (B) authorization for the Board of Directors to resolve on acquisition of own shares and (C) transfer of repurchased shares to participants in the call option plan
The Board of Directors proposes that the EGM resolve on (A) implementation of a call option plan for senior executives in the Bulten Group (the “Call Option Plan”), (B) authorization for the Board of Directors to resolve on acquisition of own shares and (C) transfer of repurchased shares to participants in the Call Option Plan.
The objective of the Call Option Plan is to strengthen the link between the work of senior executives and the creation of shareholder value. By those means, it is considered that there will be an increased alignment of interests between the participants and the shareholders of Bulten. The plan is also intended to contribute to a long-term increase in management’s shareholdings in Bulten. Furthermore, the plan is expected to create conditions for retaining and recruiting competent personnel to the Bulten Group and to provide competitive remuneration. The Board of Directors considers the plan to be reasonable in scope and cost-effective. In light of the above, the Board of Directors considers that the plan will have a positive effect on the continued development of the Bulten Group and will benefit both the shareholders and the Company.
(A) Resolution on implementation of the Call Option Plan
Number of call options, participants and allotment of call options
Bulten may issue up to 200,000 call options under the Call Option Plan, corresponding to approximately 0.95 percent of the total number of shares and votes in the Company. Members of Bulten’s executive management shall have the right to acquire call options. However, Bulten’s CEO shall not be included in the plan. Members of Bulten’s executive management, approximately six persons, shall have the right to acquire a maximum of 60,000 call options per person.
The maximum number of call options each participant may acquire is calculated by dividing the participant’s bonus paid in advance, after tax, under the LTI program adopted by the 2019 Annual General Meeting pursuant to the resolution under item 9, by the fixed premium per call option. The result is rounded down to the nearest whole number. If the total number of call options exceeds 200,000, each participant’s number shall be reduced proportionately and rounded down to the nearest whole number. Accordingly, the maximum number of call options each member of the Company’s executive management may acquire is determined by the participant’s net bonus paid in advance pursuant to the resolution under item 9 and the calculation above.
A person who is not employed by the Bulten Group at the time of the EGM but who commences employment within the Bulten Group no later than June 1, 2027 may be given the opportunity to participate in the Call Option Plan, provided that the person belongs to the category of eligible participants set out above. For such a participant, by way of exception to the bonus-based calculation method set out above, the maximum number of call options that may be acquired shall be 20,000 call options. The participant shall finance the acquisition of the call options themselves, without any requirement to be entitled to a bonus pursuant to the resolution under item 9. Allotment may only be made within the total limit of 200,000 call options and in respect of call options that have not already been allotted to other participants. In all other respects, the same terms and conditions shall apply as for other participants in the Call Option Plan.
For newly employed participants, the period between allotment of call options and the start of the period for acquiring shares by exercising those call options may be less than three years. The reason for allowing this shorter period is that the Board of Directors considers it important that these employees also have the opportunity to benefit from an increase in the value of the Company’s shares from the commencement of their employment. This is considered to promote the Company’s ability to recruit competent personnel and to strengthen the alignment of interests between the participants and the Company’s shareholders.
The call options shall be freely transferable but subject to an agreed right of first refusal in favor of Bulten to repurchase the call options at market value.
Allotment of call options to employees outside Sweden is dependent on tax effects, market conditions and restrictions in certain jurisdictions, and is conditional upon the Board of Directors’ assessment that the allotment of call options outside Sweden can be carried out at reasonable cost and with reasonable administrative effort. The Board of Directors shall have the right to make such minor adjustments to the plan as may be required by applicable foreign laws and regulations.
The participant is responsible for any tax consequences of the plan, any financing required in connection with the exercise of the call options to acquire the underlying shares, and any other practical handling of the call options.
Acquisition of call options
Acquisition of call options shall take place during an application period as soon as practically and legally possible after the EGM, at a price corresponding to market value, calculated by an external valuation expert based on the so-called Black & Scholes formula.
Since 2019, Bulten has operated an annually recurring long-term variable incentive program for the Company’s senior executives and key employees (“LTI”), which gives participants the opportunity to receive a bonus that, after deduction of tax, shall be used to acquire shares in Bulten. In order to encourage participation in the Call Option Plan and to enable participants in the Call Option Plan to use the bonus under LTI for the financial year 2026 to pay the option premium under the Call Option Plan, the Board of Directors proposes that payment of the bonus to which the participant is entitled under LTI for the financial year 2026 shall, by way of exception, be accelerated and made as early as fall 2026, in accordance with the separate proposal under item 9 on the agenda of the EGM.
For a newly employed participant as referred to above, acquisition of call options shall take place as soon as practically and legally possible after the participant has commenced employment. Acquisition shall take place at the market value of the call options at the time of acquisition, calculated by an external valuation expert based on the Black & Scholes formula.
Time and price for acquisition of shares
Each call option shall entitle the holder to acquire one (1) share in Bulten at an exercise price of 120 percent of the average volume-weighted price paid for Bulten’s share on Nasdaq Stockholm during the period from December 17, 2026 up to and including January 5, 2027. Acquisition of shares in Bulten by exercise of the call options may be made from and including the day after Bulten publishes the year-end report for the period January 1–December 31, 2029 up to and including June 1, 2030.
During the exercise period, Bulten shall have the right, but not the obligation, to repurchase call options, itself or through a third party, at a price not exceeding market value, in order to facilitate the participant’s exercise of the remaining call options acquired under the plan (so-called sell to cover), if deemed justified for financial, administrative or practical reasons.
The number of shares that the call options entitle the holder to acquire and the exercise price may be recalculated in the event of, among other things, bonus issues, reverse share splits or share splits, rights issues, certain reductions of the share capital or similar actions.
Within the framework of the terms and guidelines set out above, the Board of Directors shall be responsible for the detailed design and administration of the plan.
(B) Resolution on authorization for the Board of Directors to resolve on acquisition of own shares
In order to secure Bulten’s delivery of shares to participants in the Call Option Plan, the Board of Directors proposes that the EGM resolve to authorize the Board of Directors to acquire up to 200,000 shares in Bulten before the next Annual General Meeting. Acquisitions shall be made on Nasdaq Stockholm in accordance with its rules, at a price not exceeding the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the shares are traded, and otherwise in accordance with the terms applicable as set forth by Nasdaq Stockholm. Acquisitions may not be made at a price below the lowest price at which an independent purchase can be made. Acquisitions shall be made against cash payment and may be made on one or several occasions. The Board of Directors may resolve on other terms and conditions for the acquisition of own shares.
At the Annual General Meeting held on April 23, 2026, it was resolved that no dividend would be paid for the financial year 2025 and that the funds at the Company’s disposal would be carried forward. No transfers of value or changes in the Company’s restricted equity have occurred since the balance sheet date. The amount available pursuant to Chapter 17, Section 3 of the Swedish Companies Act therefore amounts to SEK 649,010,253.
(C) Resolution on transfer of repurchased shares to participants in the Call Option Plan
Bulten already holds 52,215 repurchased own shares. The Board of Directors further proposes that the EGM approve the transfer by Bulten, with deviation from the shareholders’ preferential rights, of up to 200,000 of the Company’s own shares to holders of call options at the determined exercise price in connection with any exercise of the call options (subject to any recalculation). Transfers shall be made during the period in which participants are entitled to exercise the call options to acquire shares in accordance with the terms and conditions of the Call Option Plan.
The reason for deviating from the shareholders’ preferential rights is to enable Bulten to deliver shares in the Company to holders of call options. If shares have been acquired by Bulten and are not transferred to participants in the Call Option Plan, such shares may be transferred to participants in future incentive plans that may be adopted by a General Meeting of Bulten. In such case, transfers shall be made in accordance with the applicable rules of the relevant incentive plan. The Board of Directors may resolve on other terms and conditions for the transfer of own shares.
Costs and effects on key ratios etc.
The market value of the call options has been calculated at SEK 15.86[1] per call option, according to a preliminary valuation. The preliminary valuation is based on a price of the underlying share of SEK 84.30[2] and an assumed exercise price of SEK 101.16 per share. The Black & Scholes formula has been used for the valuation, assuming a risk-free interest rate of 2.8 percent, a volatility of 34.72 percent and a dividend yield of 2 percent.
To ensure the delivery of shares under the Call Option Plan, it is proposed that the Company repurchase its own shares in accordance with item (B) above. Assuming the repurchase of 200,000 shares at a share price of SEK 84.30, the estimated aggregate purchase price amounts to approximately SEK 16.9 million, excluding transaction costs. The Call Option Plan is expected to have a marginal impact on the Company’s key financial ratios.
Bulten has no costs for the Call Option Plan other than costs relating to advisors etc. in connection with the preparation of documentation for the resolutions and the adoption of resolutions on the issue of the call options etc. The proposed subsidy described above does not entail any additional cost, since it merely constitutes an earlier payment of the bonus that the participants would otherwise have received under the LTI program for the financial year 2026.
If all call options are exercised to acquire shares, such shares will constitute approximately 0.95 percent of the current total number of shares and votes in Bulten. Transfers of repurchased own shares will have the effect that shares which previously could not be represented at a General Meeting or carry an entitlement to dividends may, after the transfer, be represented at a General Meeting and carry an entitlement to dividends.
Preparation of the proposal
The Call Option Plan has been prepared by the remuneration committee of the Board of Directors and has been discussed at meetings of the Board of Directors during fall 2026.
Other incentive plans in Bulten
Since 2019, Bulten has operated an annually recurring long-term variable incentive program for senior executives and key employees (LTI), under which participants are given the opportunity to receive an annual bonus based on the Company’s earnings performance, which, after deduction of tax, shall be used to acquire shares in Bulten. Bulten has no outstanding share-based or share price-related incentive plans adopted by a General Meeting. For information on previous incentive plans, please refer to Bulten’s Annual Report for 2025 or Bulten’s website, www.bulten.com.
Majority requirements
The Board of Directors’ proposals under (A)–(C) above shall be adopted as a single resolution and require the support of shareholders representing at least nine tenths of both the votes cast and the shares represented at the EGM.
The Board of Directors’ proposal under item 8 is conditional upon the EGM also resolving in accordance with the proposal under item 9.
Item 9: The Board of Directors’ proposal for resolution on accelerated payment under the long-term variable incentive program adopted by the 2019 Annual General Meeting (LTI)
The Board of Directors proposes that the EGM resolve on accelerated payment under the long-term variable incentive program adopted by the 2019 Annual General Meeting ("LTI").
LTI is an annually recurring long-term variable incentive program for the Company’s senior executives and key employees, adopted at the 2019 Annual General Meeting, under which participants are given the opportunity to receive an annual bonus, the net amount of which, after deduction of tax, is to be used to acquire shares in Bulten. Bonuses under LTI are normally determined and paid in connection with the Company’s year-end report for the current financial year, which for LTI for the financial year 2026 is expected to occur in 2027.
In order to encourage participation in the Call Option Plan in accordance with item 8 above, and to enable the participants in the Call Option Plan to use the bonus under LTI for the financial year 2026 to pay the option premium under the Call Option Plan, it is proposed that payment of the bonus to which the participant is entitled under LTI for the financial year 2026 shall, by way of exception, be accelerated and made as early as fall 2026 (instead of in connection with the publication of the year-end report for the financial year 2026, which would otherwise occur in 2027). Through the accelerated payment, the participant can use the bonus amount, instead of a separate cash subsidy, to finance the acquisition of call options under the Call Option Plan. The participant will thus receive an accelerated payment of the bonus amount that covers the option premium under the Call Option Plan. The participant will remain in the LTI program until it expires and, to the extent that the accelerated payment is only part of the total bonus under the LTI program for the financial year 2026, shall be able to receive an additional bonus under the LTI program. If the option premium under the Call Option Plan instead exceeds the bonus under the LTI program, the participant shall repay the excess amount.
The Board of Directors’ proposal under item 9 is conditional upon the EGM having previously resolved in accordance with the proposal under item 8.
Number of shares and votes
At the time of issuing this notice to attend, the total number of shares in the Company is 21,040,207. The Company owns 52,215 of its own shares, which is why 20,987,992 of the shares have voting rights attached.
EGM documents
The Board of Directors’ complete proposals and related documents in accordance with the Swedish Companies Act will be made available to the Company’s shareholders at the above address and on the Company website, www.bulten.com, from November 25, 2026 at the latest. The above documents will also be sent free of charge to any shareholders who send a request for a copy and state their address.
Right to request information
Shareholders are informed of their right to request information at the EGM from the Board of Directors and the CEO on circumstances that could affect the assessment of a matter on the agenda.
Processing of personal data
For information on how your personal data is processed, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
If you have questions regarding Bulten AB’s processing of your personal data, you can contact the Company by email, dataprotection@bulten.com. Bulten AB has corporate ID No. 556668-2141 and the Board of Directors’ registered office is in Gothenburg, Sweden.
___________________________
Gothenburg, November 2026
Bulten AB
Board of Directors
[1] Preliminary price. The final price will be determined in connection with the transfer of the call options.
[2] Closing price on November 11, 2026.