NOTICE TO ATTEND EXTRAORDINARY GENERAL MEETING IN QLEANAIR AB
The shareholders in QleanAir AB, reg. no. 556879-4548, are hereby given notice to attend an extraordinary general meeting at 10:00 a.m. on Tuesday 14 November 2023 at QleanAir’s offices at Torggatan 13 in Solna, Sweden. Registration for the meeting commences at 09:30 a.m.
The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the company’s articles of association, to apply the possibility of proxy collection in conjunction with the extraordinary general meeting (see section Proxy collection below for further information).
Swedia Capital AB, holder of approximately 26.5 per cent of the number of shares and votes in the company, has requested that the board of directors, pursuant to Chapter 7, Section 13, Paragraph 2 of the Swedish Companies Act, convene an extraordinary general meeting to resolve upon the proposed election of new board members as proposed in item 6 of the agenda below.
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Monday 6 November 2023; and
(ii) notify the company of their attendance and any assistant no later than Wednesday 8 November 2023. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Hugo Lemaire Månsson, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to firstname.lastname@example.org
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where applicable, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Monday 6 November 2023, at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Wednesday 8 November 2023, will, however, be taken into account in the preparation of the share register.
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the company’s website www.qleanair.com. The original version of the power of attorney shall also be presented at the meeting.
The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the company’s articles of association, to apply the possibility of proxy collection in conjunction with the extraordinary general meeting. This means that shareholders who do not wish to participate in person at the meeting can submit a power of attorney to a representative appointed by the company, who participates in the meeting on behalf of the shareholder and votes in accordance with the shareholder’s instructions. The representative appointed by the company may not be a member of the board of directors or the CEO of the company. Shareholders who wish to make use of this opportunity must complete and sign a special power of attorney form which will be available on the company’s website www.qleanair.com. If issued by a legal entity, the power of attorney shall be accompanied by a registration certificate or, if not applicable, equivalent documents of authority.
Processing of personal data
1. Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Resolution on changes to the board composition and decision on board fees;
- Closing of the meeting.
Item 6. Resolution on changes to the board composition and decision on board fees
The board of directors today consists of the following five (5) ordinary members without deputy members: Bengt Engström (chairman), Mats Hjerpe, Johan Westman, Towe Ressman and Johan Ryrberg. The shareholder Swedia Capital AB proposes that the general meeting resolves on new-election of Fredrik Persson, Jan-Olof Backman and Dan Pitulia as ordinary board members for the period until the end of the annual general meeting to be held in 2024, and that Mats Hjerpe, Johan Westman and Johan Ryrberg are dismissed from their assignments as ordinary board members. Bengt Engström is proposed to remain as chairman. The proposal is thus that the board of directors shall consist of the following five (5) ordinary members without deputy members until the end of the annual general meeting to be held in 2024: Bengt Engström (chairman), Towe Ressman, Fredrik Persson, Jan-Olof Backman and Dan Pitulia.
The new board members are to be entitled to remuneration (board fees) as resolved by the annual general meeting held (i.e. SEK 250,000 each to be reduced proportionally taking into account that the new board members will not serve the entire time period between the annual general meeting held on 10 May 2023 and the next annual general meeting).
Information on the board members proposed to be new-elected
Fredrik Persson, born 1984, Master of Science in Enginering from Uppsala University, has previous experience in business development from Klarna and The Springfield Project and is currently working as an Investment Manager at Swedia Capital. He is holding board positions in a number of companies in the STIGA Sports Group, a number of companies in the Swedia Capital Group, Arctic Falls Aktiebolag, ETNetwork AB, GreenGold Group AB, Lundqvist Intressenter AB including a subsidiary, Optise AB and Spotlight Group AB. He is independent in relation to the company and management but not in relation to the company’s major shareholders (Swedia Capital AB).
Jan-Olof Backman, born 1961, Master of Science in Engineering from KTH Royal Institute of Technology and Master of Science from University of Washington. Jan-Olof has held several leading positions at McKinsey, Skanska and Coor Service Management. He is a board member and chairman in Credentia AB, Layer Group AB and Northclean Group AB and a board member Sveab Holding AB and Tagehus Holding AB. Within the five past years, Jan-Olof has, in addition to the ongoing assignments as listed above, been a board member and chairman in a number of companies in the 24Storage Group, Micro Systemation AB (publ) and Vasakronan AB (publ). He is independent in relation to the company and management and in relation to the company’s major shareholders.
Dan Pitulia, born 1956, Master of Business Administration from Stockholm School of Economics. Dan has extensive experience of entrepreneurship in the life science industry. He has previous experience as managing director in QleanAir, CarmenPharma and Entific and is currently working as managing director in Coala-Life AB and Coala-Life Group AB (publ). He is a board member in Pitulia&Co Ltd. Within the five past years, Dan has, in addition to the ongoing assignments as listed above, been board member and chairman in Neoventa Medical AB and a board member in companies in the QleanAir Group. He is independent in relation to the company and management and in relation to the company’s major shareholders.
Number of shares and votes in the company
The total number of shares in the company at the time of issuance of this notice is 14,859,200. The company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors believe that it can be done without material damage to the company, provide information at the meeting regarding circumstances that may affect the assessment of an item on the agenda.
Documents to be dealt with at the general meeting will be kept available at the company’s office no later than two weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website www.qleanair.com. All the above mentioned documents will also be presented at the general meeting.
Stockholm, October 2023
The board of directors