LIQTECH INTERNATIONAL INC

The Company currently maintains the LiqTech International, Inc. 2022 Incentive Plan (the “Plan”), which was approved by a majority of stockholders on November 17, 2022. On April 4, 2025, the Board approved, subject to stockholder approval, an amendment to the Plan to increase the number of shares reserved pursuant to the Plan from 1,000,000 (after giving effect to the Reverse Stock Split, as defined below) to 2,500,000 shares of Common Stock (the “Proposed Amendment”), the full text of which is set forth as Annex A to this Proxy Statement. The Board believes that the increase in the number of shares of Common Stock available for issuance under the Plan is necessary in order to continue to offer stock-based compensation programs that will ensure that a sufficient amount of awards under the Plan are available for issuance in the future to allow the Company to carry out the purposes of the Plan, including attracting and retaining employees who are critical to the growth and success of the Company.

The Board approved the Plan to enhance the Company’s ability to attract and retain qualified officers, nonemployee directors, employees, consultants, and advisors, and to motivate those individuals to serve the Company and to improve the business results and earnings of the Company, by providing to such individuals an opportunity to acquire or increase a direct proprietary interest in the operations and future of the Company. The Plan also allows the Company to promote greater ownership in the Company by our service providers to align their interests more closely with the interests of the Company’s stockholders. The Plan also enables the Company to grant incentive stock options (“ISOs”) under the Plan that are designed to qualify for special tax treatment under Internal Revenue Code (the “Code”) Section 422. All shares available for issuance under the Plan may be granted as ISOs.

As of December 31, 2024, the Plan had 383,924 shares remaining available for future issuance, with a total of 331,863 RSUs (as defined below) outstanding.