Wednesday, 26 November 2025
12:00–13:00
The Extraordinary General Meeting (EGM) will be held at the company’s premises at Vasagatan 10, Stockholm, and digitally via Google Meets (link available on the company’s website: www.clar.co).
Shareholders wishing to exercise their voting rights at the EGM must:
- Be registered in the share register maintained by Euroclear Sweden AB (“Euroclear”) as of Wednesday, 5 November 2025, or, if the shares are nominee-registered, request that the nominee registers the shares for voting purposes in such time that the registration is completed by Wednesday, 5 November 2025; and
- Notify the company of their intention to participate by email to IR@clar.co no later than Friday, 14 November 2025.
Availability of the Notice
This notice is available at the company’s offices and on the company’s website, www.clar.co, and will be sent free of charge to shareholders who so request and provide their postal address.
Proposed Agenda
- Election of Chair of the Meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on authorization for the Board of Directors to issue new shares
- Resolution on authorization for the Board of Directors to issue convertible instruments
- Resolution on authorization for the Board of Directors to issue warrants to certain employees, with deviation from the shareholders’ preferential rights, within the framework of an incentive program
Proposals for Resolutions
Item 6 – Authorization for the Board of Directors to issue new shares
It is proposed that the EGM authorize the Board of Directors to, with or without deviation from the shareholders’ preferential rights, resolve on new share issues of up to 12,000,000 shares on one or more occasions until the next Annual General Meeting.
The Board shall have the right to determine that payment for the new shares may be made in cash, in kind (contribution in kind), and/or by set-off. The Board, or any person appointed by the Board, is authorized to make such minor adjustments to the resolution as may be required for registration with the Swedish Companies Registration Office (Bolagsverket).
The purpose of the authorization, and the reason for any deviation from the shareholders’ preferential rights, is to enable the company to broaden its ownership base, raise capital, and/or use shares as consideration in or for the financing of acquisitions of companies or businesses.
This authorization is conditional on the dilution not exceeding 25%. In case of a higher dilution, the share value in the transaction must exceed SEK 68, or a separate resolution shall be taken at an extraordinary general meeting.
This authorization replaces the authorization for new share issues granted by the Annual General Meeting held on 27 June 2025.
Item 7 – Authorization for the Board of Directors to issue convertible instruments
The Board proposes that the EGM authorize it to, on one or more occasions until the next Annual General Meeting, resolve on the issuance of convertible instruments.
The reason for any deviation from the shareholders’ preferential rights shall be to enable the company to raise capital or use convertibles as consideration or financing for acquisitions of companies or businesses.
The total number of shares that may be issued upon conversion of convertibles under this authorization shall not exceed fifteen (15) percent of the total number of shares in the company at the time of issuance of the convertibles.
The Board is authorized to determine all other terms and conditions for issues made pursuant to this authorization.
Item 8 – Authorization for the Board of Directors to issue warrants to certain employees with deviation from shareholders’ preferential rights within the framework of an incentive program
The Board proposes that the EGM authorize it to, on one or more occasions until the next Annual General Meeting, resolve – with deviation from the shareholders’ preferential rights – to issue warrants within the framework of an incentive program.
The authorization will enable the Board to implement an incentive program for senior executives and key employees of the company and its subsidiaries by issuing warrants in the company. Participants may also subscribe for warrants through wholly owned companies.
The purpose of the authorization is to enhance the company’s ability to retain and recruit qualified personnel, increase participants’ motivation, loyalty, and alignment of interests with shareholders, promote personal share ownership in the company, and thereby contribute to shareholder value and the company’s long-term value creation.
The warrants shall be issued free of charge, and the market value of the option shall be calculated using the Black & Scholes valuation model. The warrant program shall not result in the issuance of more warrants than those corresponding to a maximum dilution of 3%.
This authorization replaces the authorization for the issuance of warrants adopted by the Annual General Meeting held on 27 June 2025.
Disclaimer:
This document is an English translation of the original Swedish notice (“Kallelse till extra bolagsstämma i Clar Global AB (publ)”). In the event of any discrepancies or differences in interpretation between this translation and the Swedish original, the Swedish version shall prevail.