THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

In accordance with the provisions of the Companies Act (Chapter 386 of the Laws of Malta, the “Companies Act”) and the Company’s Articles of Association, notice is hereby given that an extraordinary general meeting of Glitnor Holding plc (the “Company”) shall be held at Level 8, The Centre, Tigne’ Point, TPO 0001, Sliema, Malta on 7th August 2025 at 11:00 am CET (“EGM” or “Meeting”).

A. Record Date

To be entitled to attend and vote at the EGM, shareholders must be entered in the Company’s register of members as holders of ordinary shares on 1st August 2025.

B. Participation at the EGM and remote access

Given the large number of shareholders eligible to attend, those who wish to attend the Meeting in person are kindly requested to notify the Company of their intention to do so at their earliest convenience, and in any case by no later than 5th August 2025 being two (2) business days prior to the Meeting. Such notifications must be made in writing and sent by email to shareholders@glitnor.com.

Given that shareholder engagement remains a priority for the Company, we are pleased to offer shareholders the option to follow the Meeting remotely. Please note, however, that shareholders attending remotely will not be counted towards the quorum and will not be entitled to vote during the Meeting.

Accordingly, shareholders who wish to follow the Meeting remotely but intend to participate and vote thereat are requested to submit their proxy voting instructions in advance, as outlined in Section C below. Shareholders who wish to follow the Meeting remotely are kindly requested to notify the Company by sending an email to shareholders@glitnor.com by 5th August 2025. Upon receipt of such notification, the Company will provide the necessary dial-in credentials and instructions for remote access.

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C. Appointment of proxies

A proxy form is attached to this notice (“Proxy Form”).

If you are a shareholder who is entitled to attend and vote at the Meeting, you are entitled to appoint any person of your choice or the chairman of the Meeting as your proxy to attend and vote at the Meeting on your behalf. A proxy does not need to be a shareholder.  The appointment of a proxy must be in writing and (a) where the shareholder is an individual, be signed by him/her or (b) where the shareholder is a corporation, be signed by a duly authorised officer of the corporation. You can only appoint a proxy using the procedures set out in these notes and the notes to the Proxy Form.

Proxy Forms must clearly indicate whether the proxy is to vote as she/he wishes or in accordance with the voting instructions sheet attached to the Proxy Form. The notes to the Proxy Form explain how to direct your proxy how to vote on each resolution.

Completed and signed Proxy Forms may be submitted by mail or by email as set out below.

Appointment of proxy by mail/post:

Proxy Forms submitted by mail must be:

- completed and signed;

- where the shareholder is a corporation and/or where the Proxy Form is signed on behalf of the appointor by an attorney, the Proxy Form must be accompanied by a notarially certified power of attorney (or a copy thereof) as evidence of the signatory’s right to sign the Proxy Form. Failing to provide such evidence, the Proxy Form may be treated as invalid;

- sent or delivered by pre-paid mail to the Company at Glitnor Holding plc, Level 8, The Centre, Tigne' Point, Sliema, TPO 0001, Malta; and

- received by the Company by no later than 5th August 2025 at 11:00 CET.

Appointment of proxy by email:

Proxy Forms submitted by mail must be:

- completed and signed;

- where the shareholder is a corporation and/or where the Proxy Form is signed on behalf of the appointor by an attorney, the Proxy Form must be accompanied by a notarially certified power of attorney (or a copy thereof) as evidence of the signatory’s right to sign the Proxy Form. Failing to provide such evidence, the Proxy Form may be treated as invalid;

- sent to shareholders@glitnor.com; and

- received by the Company by no later than 5th August 2025 at 11:00 CET.

D. Right to ask questions

Shareholders have the right to ask questions which are pertinent and related to items on the agenda of the EGM to the Company by e-mail to shareholders@glitnor.com by no later than 5th August 2025 at 11:00 CET. The Company will provide an answer to such questions at the EGM, unless the Company is unable to provide an immediate reply at short notice or, if the questions are not answered at the EGM, on its website within forty-eight (48) hours from the end of the EGM. The Company may choose to provide an overall answer to questions having the same content.

E. Agenda

At the Meeting, the following matters will be considered. Kindly refer to section F below for further information about certain proposed resolutions.  

General

1. Election of a chairman of the Meeting.

2. Preparation and approval of the voting list.

3. Approval of agenda.

4. Election of one or two persons to check and sign the minutes together with the chairman.

5. Determination of quorum and whether the EGM has been duly convened.

Extraordinary resolutions

6. Proposed extraordinary resolutions:

(i) To reduce the share premium account of the Company pursuant to article 83 of the Companies Act;

(ii) To approve the acquisition by the Company of its own shares pursuant to article 106 of the Companies Act and article 4.1 of the articles of association of the Company;

(iii) To approve updates to the memorandum and articles of association of the Company

7. Any other matters / close of Meeting.  

F. Information on proposed resolutions

Agenda item 1: election of chairman of the Meeting.

The board of directors proposes that Mr Jorgen Nordlund, in his capacity as chairman of the board of directors, is elected as chairman of the Meeting. In the event of Mr Nordlund’s absence, any other director present at the Meeting will be proposed to act as chairman of the Meeting.

Agenda item 6(i): first proposed extraordinary resolution to reduce the share premium account of the Company pursuant to article 83 of the Companies Act.

The share premium account reflects the excess paid by shareholders over the nominal value of the Company’s issued shares when such shares are issued and allotted. In terms of the Companies Act, a reduction of the share premium account must follow the same procedure as a reduction of issued share capital, as set out in article 83 of the Companies Act.

It is being proposed that the Company’s share premium account be reduced by €35,000,000 (the “Share Premium Reduction”). The proposed Share Premium Reduction is being undertaken with the objective of increasing the Company’s net assets and creating distributable profits, which are necessary for the Company to implement a share buyback in compliance with articles 106 of the Companies Act, and which is being proposed in terms of agenda item 6(ii). The Share Premium Reduction will not affect the nominal value of the issued shares of the Company or shareholder rights but will enable the Company to manage its capital structure more efficiently and return value to shareholders.

Should the proposed extraordinary resolution be approved at the EGM, an extract of minutes will be submitted with the Malta Business Registry (“MBR”) for registration. The MBR will in turn, publish a notice about the intended Share Premium Reduction in a local newspaper and on the MBR’s online portal (or on the Government Gazette). The publication of the notice will initiate a 3 month creditor objection period within which creditors of the Company may object to the Share Premium Reduction by filing a sworn application with the Civil Court. The Share Premium Reduction will only become effective on the lapse of 3 months from publication of the notice (the “Effective Date”).

On the Effective Date, the Company’s distributable profits will be increased by an amount equal to the amount of share premium reduced. The intention is for a portion of the amount of share premium proposed to be reduced, to be used for the purposes of a share buyback as explained further in the note relating to agenda item 6(ii) below.

The board of directors of the Company is therefore proposing the following extraordinary resolutions to the Meeting:

(a) THAT the Company’s share premium account be reduced by €35,000,000 in accordance with articles 83 and 114 of the Companies Act (Chapter 386 of the Laws of Malta) (the “Share Premium Reduction”);  

(b) THAT, upon the Share Premium Reduction becoming effective — that is, upon the expiry of three months from the date of publication of the notice of reduction by the Registrar of Companies in accordance with article 401(1)(e) of the Companies Act — (i) the share premium account of the Company shall be reduced to € 4,304,362.76, and (ii) an amount equal to the value of the Share Premium Reduction, being €35,000,000, shall be transferred to a distributable reserve of the Company and recorded within "Other Reserves" as a separate line item in equity;

(c) THAT any one director and/or the company secretary and/or the Chief Financial Officer of the Company be authorised to make the necessary entries in the Company's books, to reflect the Share Premium Reduction and to sign and register any document in respect of the Share Premium Reduction, as may be necessary in terms of law;

(d) THAT any one director and/or the company secretary of the Company (each an “Attorney”), each acting singly and with full power of delegation and substitution be and hereby is authorised in the name, and on behalf, of the Company to (i) take any action necessary, including to file, submit, provide, deliver, issue, send, sign, and/or execute (or cause to be filed, submitted, provided, delivered, issued, sent, signed or executed) any documents related to the Share Premium Reduction (ii) authenticate a certified copy or extract of these minutes and to file same with the Registrar of Companies at the Malta Business Registry and/or any with other regulatory authority, and (iii) generally to do all other acts and sign and deliver any other documents which may be necessary, desirable or ancillary to bring into effect these resolutions;

(e) THAT any and all actions of the Company and/or of the Attorneys (or any of them) and/or any other officer or advisor of the Company taken (or to be taken) in connection with the actions contemplated by the foregoing resolutions prior to the date of the Meeting be and are hereby ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented to for approval and approved prior to such action being taken.

Agenda item 6(ii): second proposed extraordinary resolution to approve the acquisition by the Company of its own shares pursuant to article 106 of the Companies Act and article 4.1 of the articles of association of the Company

It is important to note that the effectiveness of this second proposed extraordinary resolution is conditional on the approval of the first extraordinary resolution and the completion of the Share Premium Reduction.

The Company intends to purchase a number of its own shares subject to the provisions of article 106 of the Companies Act (the “Buyback”). The Company intends to cancel any shares acquired pursuant to the Buyback, as a result of which, the Company’s issued share capital shall be reduced by an amount equal to the aggregate nominal value of the shares cancelled.

The implementation of the Buyback is conditional upon the approval, and completion, of the Share Premium Reduction. Accordingly, the Buyback may only be initiated after the Effective Date of the Share Premium Reduction. Therefore should resolution 6(i) above not be approved, agenda item 6(ii) relating to the Buyback may not be considered.

The board of directors of the Company is therefore proposing the following extraordinary resolutions to the Meeting:

(a) THAT, subject to the Share Premium Reduction becoming effective, the Company be and is hereby authorised to acquire up to 50,000 of its ordinary shares (the “Buyback”), subject to the following terms and conditions:

1. The Buyback shall be carried out in accordance with article 106 of the Companies Act (Chapter 386 of the Laws of Malta) and article 4.1 of the Company’s articles of association;

2. The Company may acquire the shares in one or more tranches;

3. This authorisation shall become effective immediately upon the Share Premium Reduction becoming effective, as set out in resolution 6(i) above, and shall remain valid for a period of 18 months from that date; and

4. The shares shall be acquired at their nominal value, being €0.20 per share.

(b) THAT, subject to the terms and conditions set out above, the Board of Directors (the “Board”) be and is hereby authorised to take all such steps and to make all such arrangements as it may, in its absolute discretion, consider necessary or desirable for the implementation and execution of the Buyback.

(c) THAT any one director and/or the company secretary of the Company (each an “Attorney”), each acting singly and with full power of delegation and substitution be and hereby is authorised in the name, and on behalf, of the Company to (i) take any action necessary, including to file, submit, provide, deliver, issue, send, sign, and/or execute (or cause to be filed, submitted, provided, delivered, issued, sent, signed or executed) any documents and/or instruments related to the Buyback (ii) authenticate a certified copy or extract of these minutes and to file same with the Registrar of Companies at the Malta Business Registry and/or any with other regulatory authority, and (iii) generally to do all other acts and sign and deliver any other documents which may be necessary, desirable or ancillary to bring into effect these resolutions;

(d) THAT any and all actions of the Company and/or of the Attorneys (or any of them) and/or any other officer or advisor of the Company taken (or to be taken) in connection with the actions contemplated by the foregoing resolutions prior to the date of the Meeting be and are hereby ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented to for approval and approved prior to such action being taken.

Agenda item 6(iii): third proposed extraordinary resolution to approve updates to the memorandum and articles of association of the Company

The Company intends to update its memorandum and articles of association, namely the share capital clause, for the purposes of reflecting the Company’s shareholders as at the date of the EGM.

The board of directors of the Company is therefore proposing the following extraordinary resolutions to the Meeting:

(a) THAT the current memorandum and articles of association of the Company be and are hereby substituted in their entirety with the new memorandum and articles of association circulated with the notice to this Meeting, a copy of which will be attached to the minutes of this Meeting as “Annex I”;

(b) THAT any one (1) Director of the Company, acting singly with full power of substitution and delegation, and/or the Company Secretary be and is hereby authorised to (i) issue a certified extract of these minutes, (ii) sign and file the updated memorandum and articles of association on the Company's behalf with the Malta Business Registry, and (iii) do all such other things as may be necessary to give effect to the matters discussed during this Meeting including inter alia submit any statutory forms, declarations, notifications and/or documents as may be necessary to the Malta Business Registry, the Commissioner for Inland Revenue and/or any other relevant authorities.

G. Other

The Company has 458,855 Ordinary Shares in issue as of the date of this notice, each share entitling its holder to one vote.

This notice and the Proxy Form will be available on the Company’s website https://www.glitnor.com/ from the date hereof until the date of the EGM.

By order of the Board of Directors

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Name: Per Jorgen Nordlund

Designation: Chairman, Board of Directors

Date: 23rd July 2025

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