NOTICE OF EXTRAORDINARY GENERAL MEETING IN SCANDINAVIAN ENVIRO SYSTEMS AB (PUBL)
The shareholders of Scandinavian Enviro Systems AB (publ), reg. no. 556605-6726 (the “Company”), are hereby given notice to the Extraordinary General Meeting on Wednesday, 16 December 2026, at 4:00 p.m. at the offices of Setterwalls Advokatbyrå at Sankt Eriksgatan 5, 411 05 Gothenburg.
N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.
The Board of Directors has decided that the shareholders shall be able to exercise their voting rights at the Meeting also by postal voting in accordance with the regulations in the Company’s Articles of Association. Regarding participation and exercise of voting rights at the Meeting, please refer to the sections Participation in the meeting room and Participation by postal vote in the notice.
Right to participate and notification
Participation in the meeting room
Shareholders who wish to attend the meeting room in person or through a proxy must
- both be recorded in the register of shareholders kept by Euroclear Sweden AB regarding the conditions on Tuesday, 8 December 2026; and
- give notice of their attendance at the Meeting no later than Thursday, 10 December 2026. Notification of attendance at the Meeting can be made via a specific link on the Company’s website www.envirosystems.se or by regular mail to Scandinavian Enviro Systems AB, Att: Åsa Andersson, Frihamnen 16B, 417 70 Gothenburg, Sweden.
Shareholders represented by proxy shall issue a power of attorney to the proxy. Power of attorney forms are available on www.envirosystems.se and may be sent to shareholders who so wish. In addition, the person representing a legal person must attach a certified copy of the certificate of registration, or equivalent documents stating the authorized signatory, to the power of attorney form. In order to facilitate registration at the Extraordinary General Meeting, the power of attorney as well as other authorization documents, ought to be sent to the Company well in advance of the Meeting.
Participation by postal vote
Shareholders who wish to exercise their voting rights at the Meeting by postal vote, in person or by proxy, must
- both be recorded in the register of shareholders kept by Euroclear Sweden AB regarding the conditions on Tuesday, 8 December 2026, and
- give notice of their attendance no later than Thursday, 10 December 2026, by casting their postal vote in accordance with the instruction below, so that it is received by the Company no later than on that day.
Those who wish to attend the meeting room in person or by proxy must notify it in accordance with the instructions under the section Participation in the meeting room above. This means that a notification only by postal vote is not sufficient for those who wish to attend the meeting room.
To exercise voting rights by postal vote, a special form must be used. The form is available via a specific link on the Company’s website www.envirosystems.se. The completed form for postal vote shall be submitted digitally in accordance with the above. Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the postal vote will be invalid in its entirety. Further instructions and conditions can be found in the digital postal voting form.
If shareholders cast a postal vote by proxy, a power of attorney shall be attached to the digital postal voting form. Such power of attorney shall be written, dated and signed by the shareholder. Proxy forms are provided upon request and are also available on the Company’s website www.envirosystems.se. If the proxy is issued by a legal entity, a copy of the certificate of registration, or if such document does not exist, corresponding authorization document, must be attached to the postal voting form.
Nominee registered shares
Shareholders who have had their shares registered by a nominee must, in order to be entitled to exercise their voting rights at the Meeting, have their shares re-registered in their own name (so-called voting rights registration) in the register of shareholders kept by Euroclear Sweden AB as of the record date on Tuesday, 8 December 2026. Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such voting rights registration. 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 on Thursday, 10 December 2026 will be considered in the preparation of the register of shareholders.
Proposed agenda
- Opening of the Meeting and election of the Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to check the minutes
- Determination of whether the Meeting has been duly convened
- Resolution on amendment of the Articles of Association
- Election of new auditor
- Closure of the Meeting
THE BOARD OF DIRECTORS’ PROPOSALS
Item 1. Election of the Chairman of the Meeting
The Board of Directors proposes that Pierre Olsson, lawyer at Setterwalls Law Firm, is elected as Chairman of the Meeting.
Item 6. Resolution on amendment of the Articles of Association
The Board of Directors proposes that the Meeting resolves to amend the Articles of Association, whereby the limits for the share capital and the number of shares are increased. The proposed amendment entails that the Company's share capital pursuant to section 4 of the Articles of Association shall be not less than SEK 40,000,000 and not more than SEK 160,000,000 and that the number of shares pursuant to section 4 of the Articles of Association shall be not less than 1,000,000,000 and not more than 4,000,000,000, which means that the maximum permitted share capital is increased by SEK 68,000,000 and the maximum permitted number of shares is increased by 1,700,000,000 shares.
Following the amendment, the Articles of Association will have the wording set out in Appendix 6.
The purpose of the amendment is to increase the number of shares that may be issued pursuant to the authorization for the Board of Directors to resolve on new issue of shares, warrants and/or convertibles resolved by the Annual General Meeting on 23 June 2026, since the current limits in the Articles of Association could otherwise restrict the Company's scope for action. An increase creates enhanced strategic and financial flexibility for the Company and improves the conditions for the general meeting and the Board of Directors to carry out potential future capital raisings through new issues of shares. The proposed amendment enables this without first having to convene a further extraordinary general meeting to amend the Articles of Association, which is considered to be in the interest of the Company and all shareholders. The amendment does not in itself entail that any new shares are issued.
The Board of Directors, or the person appointed by the Board of Directors, is authorized to make such minor formal adjustments to the resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
Item 7. Election of new auditor
Öhrlings PricewaterhouseCoopers AB (”PwC”) has been the Company's auditor since 2014. In view of the length of the assignment and the principle of regular auditor rotation, the Board of Directors and the auditor have for some time discussed a tender process and a possible change of auditor. In this context, the Board of Directors has carried out a review of the Company's audit, including an evaluation of alternative audit firms, with the aim of reducing the Company's audit costs.
The question of a change of auditor was already relevant ahead of the Annual General Meeting 2026, but since the Company's then ongoing company reorganisation was at an intensive stage at that time, it was deemed appropriate to postpone a change in order to ensure continuity in the audit work.
The Company has therefore, during the autumn of 2026, carried out a procurement of audit services, in which KPMG AB, following an overall evaluation, was deemed to be the most advantageous alternative. The Board of Directors considers that KPMG AB, given the Company's size and operations, can provide the necessary audit services on cost-effective terms.
In light of the procurement carried out and following a dialogue with the Board of Directors, PwC, with Johan Brobäck as auditor in charge, has announced that the auditor resigns from its assignment.
The Board of Directors therefore proposes, in consultation with the Nomination Committee, that the Meeting resolves to elect KPMG AB, with Fredrik Waern as auditor in charge, as the Company's new auditor for the period until the end of the Annual General Meeting 2027.
Remuneration to the auditor shall be paid, in accordance with the resolution of the Annual General Meeting 2026, as invoiced.
NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and votes in the Company at the time of this notice is 1,330,234,170. There is only one class of shares and the Company does not own any of its own shares.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The Board of Directors and CEO shall, in accordance with chapter 7, section 32 of the Companies Act (Sw. Aktiebolagslagen), if any shareholder so requests and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda. The duty of disclosure also includes the Company's relationship with another group company, the consolidated financial statements and the relationships with subsidiaries referred to in the previous sentence.
DOCUMENTS
The Board of Directors’ complete proposals for resolutions will be made available no later than two weeks prior to the Extraordinary General Meeting. The documents will be available on the Company's website www.envirosystems.se and at the Company's office at the address Frihamnen 16B, 417 70, in Gothenburg, Sweden. The documents will also be sent free of charge to shareholders who so request and who provides his/her postal address.
TREATMENT OF PERSONAL DATA
For information on how your personal data is processed, please refer to the integrity policy available at Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, November 2026
Scandinavian Enviro Systems AB (publ)
The Board of Directors
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