Notice to attend the extraordinary general meeting in Echandia Group AB 

The shareholders in Echandia Group AB, reg. no. 556939-0320 (the ”Company”), are hereby given notice to attend the extraordinary general meeting at 10:00 CET on Wednesday, 26 February 2025 at the Company’s offices at Karlbergs strand 4 L, Solna.

Notice

Shareholders wishing to participate at the meeting must be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is 18 February 2025, and are asked to give notice of participation and any assistant no later than 20 February 2025. Notification can be made by e-mail to finance@echandia.se.

Notification should 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.

For information on how your personal data is processed in connection with the meeting, please see the integrity policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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 at the meeting. The shareholder must inform the nominee well in advance of 18 February 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 20 February 2025, will be taken into account in the preparation of the share register.

Proxy

A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. The power of attorney may not be older than one year unless a longer period of validity is explicly stated, but no longer than five years. 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. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company’s website www.echandia.se. The original version of the power of attorney shall also be presented at the meeting.

Proposed agenda

1. Opening of the meeting and election of chairman at 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. Resolution regarding adoption of new articles of association
7. Determination of the number of board members and deputy board members
8. Election of the members of the board of directors and deputy board members
9. Closing of the meeting

Proposed resolutions

Item 1. Election of chairman at the meeting

Björn Gunnerholm is proposed as chairman of the meeting.

Item 6. Resolution regarding adoption of new articles of association

The board of directors proposes that the general meeting resolves to adopt new articles of association, whereby the CSD-registration provision is removed, and a post-transfer acquisition right is introduced, in accordance with the below.

Current wording § 14

“CSD-registration provision

The shares in the company shall be recorded in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act of 1998 (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

Proposed wording § 14

“Post-transfer acquisition right

In the event a share has been transferred to a new shareholder, Klima Energy Transition Fund FCR, Stiftelsen Industrifonden, Skandinaviska Enskilda Banken AB (publ) and EEI Fund 5 Innovation & Impact Investment Limited Partnership shall be entitled to purchase the share. The new shareholder shall immediately report the transfer of the share to the company’s board of directors in the manner prescribed in the Swedish Companies Act (post-transfer acquisition right).

The purchase may not be made for a fewer number of shares than those covered by the post-transfer acquisition right.

The board of directors shall immediately give notice of the post-transfer acquisition rights to each party with a known mailing address who is entitled to purchase the shares. The notice shall contain information regarding the time within which the notice of exercise of post-transfer acquisition rights must be presented.

Notice of exercise of post-transfer acquisition rights must be given within two months from the date of due notice of the post-transfer acquisition right in accordance with what is stated above. Where several parties entitled to exercise post-transfer acquisition rights give notice of intent to exercise said right, the shares shall, to the extent possible, be allocated among them in proportion to the number of shares in the company that they already hold. Any remaining shares shall be allocated by the drawing of lots executed by the board of directors.

Where the shares have been transferred through sale, the purchase price shall correspond to fifty (50) per cent of the purchase amount. No other conditions shall apply to the purchase.

Where the transferee and the party seeking to exercise post-transfer acquisition rights do not agree on the purchase, the party exercising post-transfer acquisition rights may commence legal proceedings within two months from the date on which the notice of exercise of post-transfer acquisition rights was given to the company’s board of directors.

The purchase price shall be paid within one month from the date on which the purchase price was determined.

Majority Requirement and authorisation

The resolution requires the support of all shareholders present at the meeting and that they together represent at least nine-tenths of all shares in the Company. Furthermore, a valid resolution requires that all parties holding security interests in the Company’s shares have given their written consent to the resolution.

It is proposed that each of Johan Ranstam and the Company’s CEO be authorised to make such minor amendments to the resolution as may be required in connection with the registration or execution of the resolution with the Swedish Companies Registration Office.

Number of shares and votes in the Company

The total number of shares and votes in the Company at the time of issuance of this notice is 4,831,789. 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 deems that it can be made without material damage to the Company, provide information regarding circumstances which may affect the assessment of a matter on the agenda.

Documentation

Documents to be dealt with at the general meeting will be kept available at the Company’s office and will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available on the Company’s website www.echandia.se. All the above-mentioned documents will also be presented at the meeting.

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Echandia Group AB
Solna, January 2025
The board of directors