Notice of Shareholders Annual General Meeting
The shareholders of Clean Industry Solutions Holding Europe AB (publ) (company reg nr 559110-3972) are hereby notified of the Annual General Meeting that will be held on Wednesday May 25, 2022. Due to the risk of spread of Covid-19 the board has decided that the meeting will be held without the physical presence of shareholders, proxies, or third parties. Shareholder will be entitled to vote by submitting postal vote forms prior to the meeting. Information about the resolutions passed at the meeting will be made public on the May 25, 2022 as soon as the postal votes have been counted.
Right to participate
Shareholders wishing to participate in the Annual General Meeting must be included in the share register kept by Euroclear Sweden AB no later than Tuesday, May 17, 2022 and notify the company of their participation in the Annual General Meeting by submitting to the company the post voting form no later than Monday, May 23, 2022 at 12:00 am. Shareholders who have shares registered in a bank or institute must temporarily re-register their shares in their own name in order to be entitled to participate in the Annual General Meeting.
Registration
The notification of participation in the Annual General Meeting must be made by submitting the postal voting form via e-mail ir@cleanindustrysolutions.com or in writing to the company at Clean Industry Solutions Holding Europe AB, c/o WIN-Win Ekonomi AB, Palmfeltsvägen 21, 121 62 Johanneshov. The notification should state name, personal / corporate registration number, address and telephone number and the number of represented shares held.
Shareholders represented by proxy shall issue a written and signed power of attorney. The authorization should be submitted to the company well in advance of the meeting under the address below. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached. Power of attorney and registration certificate must not be older than one year.
Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form. For any questions regarding the postal voting form, please contact the company on telephone +46 611 81 06 10.
Voting is only possible by postal voting. All required documents will be made available on the company’s website by April 27, 2022. The completed form must be received by the company on the 23 May 2022.
Processing of personal data
In connection with the notification, the company will process the personal data requested above concerning shareholders and any proxies. The personal data that will be processed is obtained from the share register and in the postal voting form. The personal data will be used for registration, drawing up of voting list, compilation of votes, and, where applicable, minutes of the meeting. The personal information will only be used for this general meeting.
Proposed agenda and decision proposals in brief
- Opening of the meeting and election of chairman of the meeting
- Establishment and approval of voting list
- Approval of agenda
- Election of a person to verify the minutes together with the chairman
- Decision whether the meeting has been duly convened
- Report of the work of the Board
- Annual report of the CEO
- Presentation of the annual report and the audit report
- Report of the audit work during the year
- Decision 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
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 be paid for the financial year 2021.
- The Nomination Committee's report on its work
- 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 proposes that the Board of Directors shall consist of six members and no deputies.
- Determination of guidelines for remuneration to senior executives
The Board proposes that remuneration shall consist of fixed salary, variable salary, pension benefits and other benefits. The remuneration shall be market-based and based on competence, performance and area of responsibility.
- Determination of board’s and auditor's fees
The Nomination Committee proposes a yearly fee of SEK 130,000 be paid to the Chairman plus SEK 40,000 for office expenses and SEK 47,300 to other members of the Board. The Board of Directors proposes that for auditors, compensation shall be paid according to approved invoice.
- Election of the Board of Directors, Chairman of the Board and auditors
The Nomination Committee proposes to elect Finn Johnsson, Chairman of the Board (re-election), Christian Zahler, Board member (re-election), Marie-Louise Olsson Dawwas, Board Member (new), Markus Augustsson, Board member (re-election), Korbinian Kramer, Board Member (new), and Daniel Pfeifle, Board Member (re-election) for the period until the next AGM.
The Nomination Committee proposes to elect Finnhammars Revisionsbyrå AB to an audit firm in one year.
Marie-Louise Olsson Dawwas is a managing partner in Tectus Development LLC (New York) as well as a board member of Assindia AB (Sweden) and Al Muwathaba PSC (Jordan). She holds a BSc from the University of Nevada LV in hospitality management at the University of Nevada LV, in addition to a degree in interior design from Parsons School of Design in New York. Marie-Louise has been active in the field of concept design and development for commercial real estate in Sweden and the U.S. since 2003. She leads the Assindia Group of companies’ initiative in sustainable investment and development.
Dr. Korbinian Kramer is the Head of Group "Characterization, Testing and Quality Assurance" at the Thermal Systems and Buildings Technologies Division at Fraunhofer ISE, as well as the Director of "TestLab Solar Thermal Systems", and the Director of the accredited "TestLab Heat Pumps and Chillers". He holds a Doctorate degree from Albert-Ludwigs University of Freiburg (Germany), Faculty of Environment and Natural Resources, as well as Diploma in Engineering in Environmental and Process Engineering. Dr. Kramer is lecturer in international master courses on solar thermal energy conversion and has published over 50 scientific reviewed paper, book contributions and conference presentations. He is technical consultant to the European Solar Thermal Industry Federation (ESTIF/SHE) and in the scientific board of conferences like ISES Solar World Congress. He is recently chairing the ISO Standardisation committee and won the international Mission Innovation Champions Award in 2019.
- Proposal for principles for the appointment of the Nomination Committee
- Amendment of Articles of Association
To enable a new issue of shares, warrants or convertibles, the Board of Directors proposes that the Annual General Meeting resolves on the following amendments to the Articles of Association.
Current wording:
4. Share capital
The share capital shall be a minimum of SEK 500,000 and a maximum of SEK 2,000,000.
5. Number of shares
The number of shares shall be a minimum of 5,000,000 and a maximum of 20,000,000.
Proposed wording:
4. Share capital
The share capital shall be a minimum of SEK 1,500,000 and a maximum of SEK 6,000,000.
5. Number of shares
The number of shares shall be a minimum of 15,000,000 and a maximum of 60,000,000.
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.
- Decision on authorization for the Board to issue shares
The Board of Directors proposes that the Annual General Meeting gives authorization to the Board of Directors to, one or more occasions during the period up to the next Annual General Meeting, to 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 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 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 share 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.
- Other issues
- Closing of the Meeting
Other
As of the date of this notice, there are 15 313 793 shares and votes in the company.
The Board's complete proposal for decisions, accounting documents and audit report as well as the forms required for postal voting will be available on the Company and on the Company's website, www.cleanindustrysolutions.com, by May 4, 2022 at the latest and will be sent to the shareholders who request it and provide their postal address.
Clean Industry Solutions Holding Europe AB
c/o Win-Win Ekonomi AB
Palmfeltsvägen 21
SE-121 62 Johanneshov/Sweden
E-mail: info@cleanindustrysolutions.com
Internet: www.cleanindustrysolutions.com
T + 46 611 81 06 10
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 Industrial Solar GmbH and 100% of SolarSpring GmbH - both located in Freiburg/Germany.
Industrial Solar GmbH is an international leading technology and solution provider, which develops projects mainly based on its innovative Fresnel collector technology suitable for fulfilling an expected growing market of solar process heat. As a one-stop-shop Industrial Solar offers turnkey solutions for customers in several industries.
Find out more about Industrial Solar GmbH at the following address:
https://www.industrial-solar.de/
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://www.solarspring.de/