Biokraft International

The shareholders of Biokraft International AB (publ), 556528-4733, with its registered office in Stockholm, Sweden (the “Company”), are hereby convened to the Annual General Meeting (“AGM”) to be held on Thursday 27 June 2024 at 10.00 am, at World Trade Center, Entrance C, 8^th floor, Klarabergsviadukten 70, in Stockholm.

Registration and notice of participation

Shareholders who wish to participate in the AGM must:

• be registered in the register of shareholders maintained by Euroclear Sweden AB per Tuesday 18 June 2024; and
• notify their intention to participate to the Company, no later than Thursday 20 June 2024
  • by mail to Biokraft International AB (publ), att: AGM, Kungsbron 1, Entrance C, floor 8, 111 22 Stockholm, Sweden; or
  • by e-mail to bolagsstamma@biokraft.com (state ”AGM 2024” in the subject line).

When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

Proxy

Shareholders who are represented by a proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the AGM. Proxy form is available at the Company’s website, www.biokraft.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.

For any questions about the AGM, please refer to bolagsstamma@biokraft.com.

Nominee-registered shares

For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Tuesday 18 June 2024. Such re-registration may be temporary (so-called voting rights registration) and is requested from the respective nominee in accordance with the nominee’s routines at such a time in advance as the nominee require. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday 20 June 2024 will be taken into account in the preparation of the share register.

Processing of personal data

For information on how your personal data is processed in connection with the AGM, refer to the privacy policy available on Euroclear Sweden AB’s website:

www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed agenda

1. Opening of the meeting
2. Election of a chairperson of the meeting
3. Drawing up and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Determination as to whether the meeting has been duly convened
6. Approval of the agenda for the meeting
7. The CEO’s report and any questions in connection thereof
8. Presentation of the annual statement and the audit report and the consolidated annual statement and the consolidated audit report
9. Resolutions concerning

1. Adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
2. Appropriation of the Company’s profit or loss according to the adopted balance sheet
3. Discharge of the directors and the CEO from liability

10. Determination of the number of Board members and Deputy Board members, and the number of auditors and deputy auditors
11. Determination of remuneration to the Board members and the auditors
12. Election of Board members, chairperson of the Board of Directors and deputy Board members
13. Election of auditor
14. Presentation of the Board of Director’s Remuneration Report for approval
15. Resolution on issue authorisation
16. Conclusion of the meeting

Proposals

Resolution on appropriation of the Company's net profit or loss (item 9 (b))

The Board of Directors proposes that the result for the year shall be carried forward and that no dividend shall be paid for the 2023 financial year.

Election of Board of Directors etc. (items 10–13)

The Company has been informed that 1Vision Biogas AB, holding shares corresponding to more than 90 per cent of the total number of shares and votes in the Company, proposes:

1. that the number of members of the Board of Directors shall be six with two deputies (item 10);
2. that the number of auditors shall be one, with no deputies (item 10);
3. that no board renumeration shall be paid (item 11);
4. that the remuneration for the auditor shall be paid in according to an approved invoice (item 11);
5. re-election of the Board members Henrikki Talvitie, Håkon Welde, Miika Johansson, Kati Ylä-Autio, Jan-Harald Solstad and Christian Kronstad, with Kjell-Erik Endresen and Kristine Vergli Grant-Carlsen as deputy Board members, for the period until the end of the next AGM. Re-election of Henrikki Talvitie as chairperson of the Board is further proposed (item 12);
6. re-election of Öhrlings PricewaterhouseCoopers AB as the Company’s auditor until the end of the next AGM. Öhrlings PricewaterhouseCoopers AB have informed that they intend to appoint Lars Kylberg as the auditor in charge (item 13).

In light of the ownership structure in the Company, the Nomination Committee has not been involved in the preparation of above proposals.

Resolution on issue authorisation (item 15)

The Board of Directors proposes that the general meeting resolves to authorise the Board for the period up until the next annual general meeting to resolve, whether on one or several occasions and whether with or without pre-emptive rights for the shareholders, to issue new shares, warrants and convertibles, provided however that any such issue must not result in the Company’s share capital exceeding the Company’s maximum allowed share capital as set out in the articles of association. Such new issue resolution may include a provision that new shares, warrants and convertibles shall be paid in kind or conditions referred to in Chapter 2 Section 5 second paragraph 1–3 and 5 of the Swedish Companies Act or that new shares, warrants and convertibles shall be subscribed for with a right of set-off.

The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such changes to the resolutions of the AGM as may prove necessary in connection with the registration with the Swedish Companies Registration Office and otherwise take the measures required for the implementation of the resolution.

Majority requirement

A resolution by the AGM in accordance with item 15, is only valid if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the AGM.

Information at the AGM

The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company’s or its subsidiary’s financial position and the Company’s relationship to other group companies.

Documentation for the AGM

Accounting documents, the audit report and other documents pursuant to the Companies Act will be available at the offices of the Company at Kungsbron 1, Entrance C, floor 8 in Stockholm and on the Company’s website www.biokraft.com no later than 6 June 2024. All documents will be sent free of charge to any share­holder who request them and provide their email- or postal address.

___________________________

Stockholm in May 2024

Biokraft International AB (publ)

The Board of Directors