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Notice of Shareholders' Annual General Meeting

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Shareholders of Clean Industry Solutions Holding Europe AB (publ), reg. no. 559110-3972 are hereby summoned to the annual general meeting to be held on 28 June 2024 at 14.00 CEST at Advokatfirman Schjødt at Hamngatan 27 in Stockholm. The registration to the meeting will open at 13.30 CEST.

Right to participate and notice of participation
A shareholder who wishes to participate at the annual general meeting must

  1. be recorded in the share register maintained by Euroclear Sweden AB on 19 June 2024, and
     
  2. notify the company of its intention to participate by post to Clean Industry Solutions Holding Europe AB (publ), c/o Win-Win Ekonomi AB, Palmfeltsvägen 21, 121 62 Johanneshov (mark the envelope with "Clean Industry Solutions AGM 2024") or by e-mail to info@cleanindustrysolutions.com with reference "Clean Industry Solutions AGM 2024", no later than 21 June 2024.

Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 19 June 2024, voting right registrations completed by the nominee no later than 24 June 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 24 June 2024.
 
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Clean Industry Solutions Holding Europe AB (publ), c/o Win-Win Ekonomi AB, Palmfeltsvägen 21, 121 62 Johanneshov or by e-mail to info@cleanindustrysolutions.com. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.cleanindustrysolutions.com.
 
Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting
  2. Establishment and approval of the voting list
  3. Approval of the agenda
  4. Election of a person to verify the minutes together with the chairman
  5. Determination of whether the meeting has been duly convened
  6. Report of the work of the board
  7. Annual report of the CEO
  8. Presentation of the annual report and the auditor's report
  9. Report of the audit work during the year
  10. Resolution regarding:

a ) adoption of the income statement and balance sheet and consolidated income statement and balance sheet

b) distribution of profits according to the adopted balance sheet

c) discharge from liability for the board members and the CEO

  1. The Nomination Committee's report on its work
  2. Determination of the number of board members and, if applicable, number of deputy board members to be appointed by the Annual General Meeting
  3. Determination of board’s and auditor's fees
  4. Election of the board of directors, chairman of the board and auditors
  5. Resolution on authorization for the board to issue shares, warrants or convertibles
  6. Resolution regarding liquidation of the company
  7. Closing of the meeting

 
PROPOSALS FOR RESOLUTION

Item 10 b) – Resolution on distribution of profits according to the adopted balance sheet
The board proposes to the Annual General Meeting to dispose of the company's results in accordance with the board's proposal in the annual report. The board further proposes that no dividend shall be paid for the financial year 2023.
 
Item 12 – Determination of the number of board members and, if applicable, number of deputy board members to be appointed by the Annual General Meeting
The Nomination Committee intends to present proposals regarding the number of board members and eventual deputy board members no later than at the Annual General Meeting.
 
Item 13 – Determination of board’s and auditor's fees
The Nomination Committee intends to present proposals regarding the board’s and auditor's fees no later than at the Annual General Meeting.
 
Item 14 – Election of the board of directors, chairman of the board and auditors
The Nomination Committee intends to present proposals regarding the election of board of directors, chairman of the board and auditors no later than at the Annual General Meeting.
 
Item 15 – Resolution on authorization for the board to issue shares, warrants or convertibles
The board of directors proposes that the Annual General Meeting gives authorization to the board of directors to, at one or more occasions during the period up to the next Annual General Meeting, decide to increase the company’s share capital within the limits of the Articles of Association through a new issue of a shares, warrants or convertibles. Such new issue of shares may be affected with deviation from the shareholders’ preferential rights and / or with a provision on non-payment, set-off or otherwise with terms pursuant to Chapter 13, Section 5, first paragraph, points 6 and, Chapter 2, Section 5, second paragraph, 1–3 and 5 of the Swedish Companies Act.
 
New share issue in accordance with this authorization shall be made on market terms. The board of directors shall determine the terms and conditions for new issues pursuant to this authorization and who shall be entitled to subscribe for the new shares. The reason why the board is able to make a decision on a new issue with deviation from shareholders’ preferential rights and / or with a provision on non-cash and offsetting issue or otherwise with terms as stated above, is that the company shall be given room for maneuver in connection with strategic acquisitions of companies or businesses and to be able to strengthen the company´s financial position if necessary.
 
The board also proposes that the general meeting authorizes the board, or the board appoints, to make the minor adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office and at Euroclear Sweden AB.
 
For a valid resolution, the proposal is required to be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
 
Item 16 – Resolution regarding liquidation of the company
SolarSpring GmbH's operations have not progressed in 2024 to an extent that will enable a break-even result in the foreseeable future, without a significant investment. Due to the current market value of Clean Industry Solutions Holding Europe AB (publ), the board of directors assess that the the raising of such an amount is not deemed possible. Even if further loans were granted by Clean Industry Solutions Holding Europe AB (publ), which would allow the business to continue in the short to medium term, SolarSpring GmbH would still be at risk of insolvency in the coming months. Providing further equity to SolarSpring GmbH with no likely possibility to prevent insolvency of the subsidiary could thus not be justified by the board of directors. It has therefore been resolved to apply for insolvency proceedings in Germany for SolarSpring GmbH. It can be assumed that the remaining minor operations of SolarSpring GmbH will cease at the end of the preliminary insolvency proceedings in July 2024. Given that Clean Industry Solutions Holding Europe AB (publ)'s both subsidiaries have filed for insolvency and all operations were conducted through these entities, Clean Industry Solutions Holding Europe AB (publ) will have no remaining operational assets or business activities. As a result, the most prudent course of action is according to the board of directors to liquidate Clean Industry Solutions Holding Europe AB (publ) to distribute any remaining assets to the shareholders.
 
The board of directors proposes, in relation to the abovementioned background, that the annual general meeting resolves that the company shall enter into voluntary liquidation in accordance with Chapter 25, Section 3 of the Swedish Companies Act.
 
The resolution regarding voluntary liquidation shall enter into force on the day of resolution by the annual general meeting.
 
Estimated time for final distribution of assets is Q2 2025.
 
With current circumstances taken into account, the estimated size of the distribution proceeds may amount to approximately SEK 2 – 3 million.
 
Emma Berglund Uväng, lawyer at Advokatfirman Schjødt, is proposed as liquidator. Emma Berglund Uväng has declared her willingness to accept the assignment as liquidator.
 
Documentation etc.
The annual report, the auditor's report and other supporting documentation for resolutions will be available at the company's offices c/o Win-Win Ekonomi AB, Palmfeltsvägen 21, 121 62 Johanneshov, and website, www.cleanindustrysolutions.com, no later than three weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.
 
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
 
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
 
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.


_________________
 
Stockholm in May 2024
Clean Industry Solutions Holding Europe AB (publ)
The board of directors

Contact information:

Clean Industry Solutions Holding Europe AB
c/o Win-Win Ekonomi AB
Palmfeltsvägen 21
SE-121 62 Johanneshov/Sweden
E-Mail: info@cleanindustrysolutions.com

Amudova AB is Clean Industry Solutions’ certified adviser. Phone +46 8 546 017 58
E-mail: info@amudova.se

Clean Industry Solutions Holding Europe AB holds 100% of SolarSpring GmbH, located in Freiburg/Germany.  
Founded in 2009 as a spin-off of the Fraunhofer ISE, SolarSpring GmbH - membrane solutions, has evolved into an international pioneer in the field of membrane distillation offering innovative waste- and drinking water treatment technology.
Find out more about SolarSpring GmbH at the following address:
https://solarspring.de/en/

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