Notice of Shareholders Extraordinary General Meeting
The shareholders of Clean Industry Solutions Holding Europe AB (publ) (company reg nr 559110-3972) are hereby notified of the Extraordinary General Meeting that will be held on August 8, 2023, at 2 pm CEST at Belle Advokatbyrå AB, Stormbyvägen 2-4, 163 55 Spånga. The entrance to the meeting and registration will open at 13.30 CEST. The board of directors has decided, pursuant to the company’s articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting. Information about the resolutions passed at the meeting will be made public on August 8, 2023.
Right to participate
Shareholders wishing to participate in the Extraordinary General Meeting must be included in the share register kept by Euroclear Sweden AB no later than, July 31, 2023, and notify the company of its intention to participate in the meeting in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” no later than on August 2, 2023, or submitted a postal vote in accordance with the instructions set out in the section “Instructions for postal voting” no later than on August 2, 2023.
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the extraordinary 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 extraordinary general meeting per the record date, July 31, 2023, voting right registrations completed by the nominee no later than August 2, 2023, will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of August 2, 2023.
Notice of attendance for participating in person or through a proxy
Those who wish to participate in the general meeting in person or through a proxy shall give notice of attendance to the company no later than on August 2, 2023, to the Company [c/o Win-Win Ekonomi AB, Palmfeltsvägen 21, SE-121 62 Johanneshov, Sweden] (mark the envelope with “Clean Industry Solutions EGM 2023”) or by e-mail to [info@cleanindustrysolutions.com] with reference “Clean Industry Solutions EGM 2023”. The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying advisors (not more than two).
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 to the Company [c/o Win-Win Ekonomi AB, Palmfeltsvägen 21, SE-121 62 Johanneshov, Sweden] (mark the envelope with “Clean Industry Solutions EGM 2023”). 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.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the voting form and follow the instructions available on the company’s website, www.cleanindustrysolutions.com. The postal vote must be received by the company no later than on August 2, 2023. The postal voting form shall be sent to the Company [c/o Win-Win Ekonomi AB, Palmfeltsvägen 21, SE-121 62 Johanneshov, Sweden] (mark the envelope with “Clean Industry Solutions EGM 2023”) alternatively by e-mail to [info@cleanindustrysolutions.com] with reference “Clean Industry Solutions EGM 2023”.
Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal voting forms will become invalid. Further information and conditions can be found in the postal voting form.
If the shareholder issues the postal vote by proxy, a written and dated power of attorney shall be enclosed with the postal voting form. 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 to [c/o Win-Win Ekonomi AB, Palmfeltsvägen 21, SE-121 62 Johanneshov, Sweden] (mark the envelope with “Clean Industry Solutions EGM 2023”). 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 and decision proposals in brief
1. Opening of the meeting and election of chairman of the meeting
2. Establishment and approval of voting list
3. Approval of agenda
4. Election of a person to verify the minutes together with the chairman
5. Decision whether the meeting has been duly convened
6. Amendment of Articles of Association
To enable a new issue of shares, warrants or convertibles, the Board of Directors proposes that the Extraordinary General Meeting resolves on the following amendments to the Articles of Association.
Current wording:
§ 4 Share capital and number of shares
The minimum share capital is SEK 1 500 000 and the maximum share capital is SEK 6 000 000.
The minimum number of shares is 15 000 000 and the maximum number of shares is 60 000 000.
Proposed wording:
The minimum share capital is SEK 2 500 000 and the maximum share capital is SEK 10 000 000.
The minimum number of shares is 25 000 000 and the maximum number of shares is 100 000 000.
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.
7. Decision on authorization for the Board to issue shares
The Board of Directors proposes that the Extraordinary 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 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.
8. Closing of the Meeting
Other
As of the date of this notice, there are 25 497 762 shares and votes in the company.
The Board's complete proposal for decisions, accounting documents and audit report will be available at the Company and on the Company's website, www.cleanindustrysolutions.com, by July 18, 2023 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