NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN QLEANAIR AB

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 annual general meeting (see section Proxy collection below for further information).

Notice
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 Wednesday 30 April 2025; and
(ii) notify the company of their attendance and any assistant no later than Monday 5 May 2025. Notification can be made via letter to QleanAir AB, Attn: Fredrik Sandelin (CFO), Box 1178, 171 23 Solna, Sweden or by e-mail to fredrik.sandelin@qleanair.com.

Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, 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 appropriate, 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 Wednesday 30 April 2025, 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 Monday 5 May 2025, will, however, be taken into account in the preparation of the share register.

Proxy voting
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.

Proxy collection
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 annual 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
For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed agenda
1. Opening of the meeting and election of chairman of the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons who shall approve the minutes of the meeting;
5. Determination of whether the meeting has been duly convened;
6. Submission of the annual report and the auditor’s report as well as of the consolidated financial statements and the auditor’s report on the group;
7. Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
8. Resolution in respect of allocation of the company’s results according to the adopted balance sheet;
9. Resolution in respect of the members of the board of directors’ and the CEO’s discharge from liability;
10. Determination of the number of members of the board of directors as well as of the number of auditors;
11. Determination of the fees payable to the members of the board of directors and the auditor;
12. Election of members of the board of directors and auditor;
13. Closing of the meeting.

The nomination committee’s proposed resolutions
The nomination committee is composed of the nomination committee’s chairman Staffan Persson (appointed by Swedia Capital AB), Fredrik Palmstierna (appointed by Fredrik Palmstierna) and Dan Pitulia (appointed by Calandrella). The nomination committee has presented the following proposed resolutions in relation to items 1 and 10-12 in the proposed agenda. The nomination committee has found no reason to present any proposal for the amendment of the principles for the appointment of and instructions concerning a nomination committee, adopted at the annual general meeting held on 8 May 2024 and applicable until otherwise decided by the general meeting. The principles are available at the company’s website.

Item 1. Election of chairman
Fredrik Persson (member of the board of directors) is proposed as chairman of the meeting.

Items 10-12. Election of and remuneration to the board of directors and the auditor
The board of directors today consists of the following five (5) ordinary members without deputy members: Bengt Engström (chairman), Dan Pitulia, Fredrik Persson, Jan-Olof Backman and Sara Uhlén. It is proposed that the board of directors shall consist of five (5) ordinary members without deputy members for the period until the end of the next annual general meeting. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.

It is proposed that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to SEK 200,000 to each of the ordinary members. Furthermore, it is proposed that an additional fee of SEK 200,000 shall be payable for the assignment as chairman of the board (i.e. total fees of SEK 400,000 to the chairman of the board).

The nomination committee encourages members of the board of directors as well as the senior management to combine their work with ownership in the company. 

It is proposed that the company’s auditor shall be paid in accordance with approved invoices.

It is proposed that Dan Pitulia, Fredrik Persson, Jan-Olof Backman and Sara Uhlén are to be re-elected as board members and that Henrik Mitelman is to be elected as new board member for the period until the end of the next annual general meeting. It is noted that Bengt Engström has declined re-election. Furthermore, it is proposed that Fredrik Persson is to be elected as chairman of the board of directors.

The accounting firm Grant Thornton (Grant Thornton Sweden AB) is proposed to be re-elected as auditor.
The accounting firm has notified that Olof Nordgaard will remain as auditor in charge.

Information on the board member proposed for new election
Henrik Mitelman, born in 1971, is a financial analyst with a master’s degree in economics from Lund University. Henrik brings to the board over 20 years of experience and extensive knowledge in macroeconomics, financial markets, investments, and economic analysis. Henrik runs the advisory and analysis companies M.M.M. AB and Macro Management AB. Additionally, he writes columns and runs the video podcast Börssurr for EFN Ekonomikanalen and holds board positions.

Henrik is independent in relation to the company and its management but not in relation to the company’s major shareholders (Fredrik Palmstierna). He owns 125,000 shares directly and through his own companies.

The board of directors’ proposed resolutions
The board of directors of the company has presented the following proposed resolution in relation to item 8 in the proposed agenda.

Item 8. Allocation of the company’s results
The board of directors proposes that the financial result shall be carried forward in new account and that no dividend shall be paid for the financial year 2024.

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 or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

Documentation
The financial accounts, auditor’s report, complete proposals and other documents to be dealt with at the general meeting will be kept available at the company’s office not later than three 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.
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Stockholm, April 2025
The board of directors