Cinis Fertilizer

REG

The board of directors has resolved, pursuant to the company’s articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting.

 

Right to participate and notice of participation

A shareholder who wishes to participate at the annual general meeting must:

(i)                  be recorded in the share register maintained by Euroclear Sweden AB on 16 June 2025,

(ii)                notified the company of its intention to participate in the meeting in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” no later than on 18 June 2025 or submitted a postal vote in accordance with the instructions set out in the section “Instructions for postal voting” no later than on 18 June 2025.

 

Nominee-registered shares

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 16 June 2025, voting right registrations completed by the nominee no later than on 18 June 2025 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 18 June 2025.

 

Notice of attendance for participating in person or through a proxy

Those who wish to participate in the general meeting in person or through a proxy shall give notice of attendance to the company no later than on 18 June 2025 to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm (mark the envelope with “Cinis Fertilizer AGM 2025”) or by e-mail to victor.marklund@schjodt.com with reference “Cinis Fertilizer AGM 2025”. The notice of attendance shall state name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying advisors (not more than two).

 

Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm (mark the envelope with “Cinis Fertilizer AGM 2025”) or by e-mail to victor.marklund@schjodt.com with reference “Cinis Fertilizer AGM 2025”. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.cinis-fertilizer.com.

 

Instructions for postal voting

Shareholders who wish to exercise their voting rights by postal voting shall use the voting form and follow the instructions available on the company’s website, www.cinis-fertilizer.com. The postal vote must be received by the company no later than on 18 June 2025. The postal voting form shall be sent to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm mark the envelope with “Cinis Fertilizer AGM 2025”) or by e-mail to victor.marklund@schjodt.com with reference “Cinis Fertilizer AGM 2025”.

 

Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal voting forms will become invalid. Further information and conditions can be found in the postal voting form.

 

If the shareholder issues the postal vote by proxy, a written and dated power of attorney shall be enclosed with the postal voting form. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm (mark the envelope with “Cinis Fertilizer AGM 2025”) or by e-mail to victor.marklund@schjodt.com with reference “Cinis Fertilizer AGM 2025”. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.cinis-fertilizer.com.

 

Proposed agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
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. Approval of the agenda
7. Presentation of the annual report and the auditor's report as well as consolidated annual accounts and the auditor's report for the group
8. Resolution on

a)       approval of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet

b)       the allocation of the company's profit or loss according to the approved balance sheet

c)       discharge from liability of the board members and the managing director

9. Determination of the number of board members and auditors
10. Determination of remuneration to be paid to the board members and auditors
11. Election of board members, chairman of the board of directors and auditors
12. Resolution on incentive program 2025 to Jakob Liedberg
13. Resolution on incentive program 2025 to Roger Johansson
14. Resolution on approval of the remuneration report
15. Issue authorisation (i)
16. Issue authorisation (ii)
17. Closing of the meeting

 

PROPOSALS FOR RESOLUTION

Item 2 – Election of chairman of the meeting

The nomination committee, consisting of Frederik Nilner (representing Jakob Liedberg), chairman of the nomination committee, Thomas Ranje (representing himself), Morgan Sadarangani (representing Molindo Energy AB) and the chairman of the board of directors Roger Johansson (the “Nomination Committee”), proposes that attorney Emil Hedberg, or in case of his impediment, the person instead appointed by the Nomination Committee, to be elected as chairman of the annual general meeting.

 

Item 3 – Preparation and approval of the voting list

The voting list which is proposed to be approved under item 3 shall be the voting list prepared by the company, based on the general meeting's share register, shareholders who have registered to participate and are present at the general meeting, as well as postal votes received. The voting list shall be reviewed by the persons verifying the minutes.

 

Item 8 b – Resolution on the allocation of the company's profit or loss according to the approved balance sheet

The board of directors proposes that the year's result shall be carried forward.

 

Item 9 – Determination of the number of board members and auditors

The Nomination Committee proposes that the number of board members, for the period until the end of the next annual general meeting, shall be three, without any deputy board members. Furthermore, the Nomination Committee proposes that the company, for the period until the end of the next annual general meeting, shall have one auditor, without any deputy auditors.

 

Item 10 – Determination of remuneration to be paid to the board members and auditors

The Nomination Committee proposes that the remuneration to the board of directors shall be paid in a total amount of SEK 360,000 annually, allocated as follows. The chairman shall receive SEK 200,000 (unchanged since last year) and each of the other board members shall receive SEK 80,000 (unchanged since last year).

 

The Nomination Committee proposes that the auditor shall be paid according to approved invoices.

 

Item 11 – Election of board members, chairman of the board and auditors

The Nomination Committee proposes re-election of Roger Johansson and Anna-Maria Tuominen-Reini and election of Adam Nawrocki as new board members, all for the period until the end of the next annual general meeting. Furthermore, the Nomination Committee proposes re-election of Roger Johansson as chairman of the board for the period until the end of the next annual general meeting.

 

Adam Nawrocki, born 1950. MSc Chemical Engineering and Technology, Poznan Technical University. Adam Nawrocki has extensive experience in developing and managing companies within fertilizer production. He has started up several plants for fertilizer production in Europe and globally, for both state owned companies and private companies such as BASF. Adam Nawrocki is also the founder and former CEO of ADOB Fertilizers, a leading global company which produces and sells water-soluble fertilizers and inorganic chemicals. Adam Nawrocki founded ADOB Fertilizers in 1990, set up two production facilities in Poland and was the CEO until 2023 when he sold the company to Nouryon. Nawrocki is the co-author of several patents within chemicals and fertilizers.

 

Adam Nawrocki is independent in relation to the company and the management, as well as the company's larger shareholders.

 

Holding in Cinis Fertilizer AB: 7,200,000 shares; furthermore, Adam Nawrocki has undertaken to subscribe for an additional 9,000,000 shares in accordance with the press release presented by the company on 15 April 2025.

 

The Nomination Committee proposes that the registered auditing company Mazars AB is elected as the company's auditor for the period until the end of the next annual general meeting. Mazars AB has informed the company that, provided that the annual general meeting resolves in accordance with the Nomination Committee's proposal, the authorised accountant Martin Kraft will be the auditor in charge.

 

Item 12 – Resolution on incentive program 2025 to Jakob Liedberg

The board of directors proposes that the annual general meeting resolves to issue warrants and to approve of transfer of the warrants in accordance with the following.

 

Issue of warrants

The board of directors proposes that the general meeting resolves to carry out a directed issue of not more than 26,454,729 warrants, of which 17,724,669 warrants of series 2025:1 and 8,730,061 warrants of series 2025:2, entailing an increase in the share capital of not more than SEK 264,547.29 if fully exercised. The resolution shall otherwise be governed by the following terms and conditions.

 

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, vest in Cinis Fertilizer AB, reg. no. 559154-0322, with the right and obligation for the company to transfer the warrants to the company's CEO, Jakob Liedberg, pursuant to the below. Over-subscription is not possible.

 

The reasons for the deviation from the shareholders' pre-emptive rights are to stimulate shareholding in the company by virtue of an incentive program through which Jakob Liedberg can take part of and contribute to a positive value increase of the company’s share during the period of the proposed program.

 

The warrants shall be issued at no consideration. Subscription must be completed no later than three weeks after the resolution on issue of warrants. The board of directors shall be entitled to extend the subscription period.

 

Each warrant of series 2025:1 entitles to subscription of one share in the company during the period from and including the date of the registration of the warrants with the Swedish Companies Registration Office up to and including 30 June 2028. The new shares which may be issued due to subscription are not subject to any restrictive provisions.

 

Each warrant of series 2025:2 entitles to subscription of one share in the company during the period from and including the date of the registration of the warrants with the Swedish Companies Registration Office up to and including 30 June 2029. The new shares which may be issued due to subscription are not subject to any restrictive provisions.

 

For warrants of series 2025:1, the subscription price per share shall be determined by the company, or by an independent valuation institute or auditing firm hired by the company, and shall correspond to 300 percent of the volume weighted average price according to the official price list of Nasdaq First North Growth Market for the share during the ten trading days immediately preceding the transfer of the warrants, however not lower than the quota value of the share. The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve.

 

For warrants of series 2025:2, the subscription price per share shall be determined by the company, or by an independent valuation institute or auditing firm hired by the company, and shall correspond to 400 percent of the volume weighted average price according to the official price list of Nasdaq First North Growth Market for the share during the ten trading days immediately preceding the transfer of the warrants, however not lower than the quota value of the share. The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve.

 

Shares which are newly issued following subscription by virtue of the warrants shall carry an entitlement to participate in dividends for the first time on the next record date for dividends which occurs after subscription for shares by virtue of the utilization of the warrants is effected.

 

The company may, by means of a board resolution, cancel the company's warrants that are not transferred in accordance with the below or that have been re-purchased from the participant. Cancellation shall be registered with the Swedish Companies Registration Office.

 

The board of directors, or a person appointed by the board of directors, is authorised to make such minor adjustments to the resolution which may prove necessary in order to register the resolution with the Swedish Companies Registration Office.

 

Approval of transfer of warrants

The board of directors proposes that the general meeting approves of the company’s transfer of warrants on the following conditions.

 

The right to subscribe for share warrants – personally or through a company - from Cinis Fertilizer AB shall vest in the company's CEO, Jakob Liedberg.

 

As the warrants are acquired by the participant at market value and require a positive development of the company's stock price, there are no performance criteria for the exercise of the warrants.

 

A prerequisite for being entitled to acquire warrants from the company is (i) that the participant at the time of the acquisition is an employee of the group, (ii) that acquisition of warrants can take place in accordance with applicable laws, and, according to the board of directors’ assessment, can be executed with reasonable administrative costs and financial efforts, and (iii) that the participant has entered into an agreement with the company, according to which the company, or the one the company assigns, under certain circumstances has the right to repurchase the warrants from the participant if the participant wishes to transfer the warrants before they can be exercised for subscription of shares, in some cases to an amount equal to the lower of the participant’s acquisition price and the market value, in other cases to market value. The board of directors has the right to make the reasonable changes and adjustments of the terms and conditions in the agreement that are deemed suitable or appropriate as a result of local civil law or tax law or administrative conditions.

 

The warrants can be exercisable by the participant from the date the warrants are registered with the Swedish Companies Registration Office. The time from the transfer of the warrants to the acquisition of a share can thus be less than three years. The reason for this is that the board of directors of the company wishes to provide the participant with the opportunity to plan the redemption of his warrants, as the redemption will entail a liquidity and financing burden for the participant.

 

Application and allotment

Application for acquisition of warrants shall be made on 31 July 2025 at the latest. The board of directors of the company shall however be entitled to extend the application period.

 

The board of directors of the company shall determine the final allotment and the date of the transfer of the warrants. The transfer of warrants may be made up until and including the next annual general meeting.

 

Price and payment etc.

The warrants shall be transferred on market terms at a price (premium) established on the basis of a market value of the warrants calculated by an independent valuation institute using the Black & Scholes valuation model.

 

Payment for the allocated warrants shall be made in cash no later than five days following the application for acquisition.

 

Further information on the warrant program

Dilution

Upon full exercise of all warrants, 26,454,729 new shares can be issued, which corresponds to a dilution of approximately 8.1 percent calculated on the total number of shares and votes in the company following completion of the directed issues of shares, the set-off issues of shares and fully subscribed rights issue of shares which were announced by the company on 15 April 2025. Accordingly, the incentive program offers the participant the possibility to increase their shareholding in the Company to the corresponding figure.

 

Impact of financial ratio and costs for the Company etc.

The Company's earnings per share are not affected by the issue of the warrants as the present value of the warrants' strike price exceeds the current market value of the share at the date of issue. Since the warrants are transferred to the participant at market value it is not expected that the company will incur any personnel costs. The incentive program will only incur certain limited costs in terms of external consulting fees and costs relating to the administration of the incentive program.

 

Preliminary Valuation

The market value of the warrants of series 2025:1 is calculated using the Black & Scholes valuation formula by an independent valuation institute engaged by the company. An illustrative Black & Scholes calculation, based on the assumption of an unchanged stock price of SEK 1.347 as of 23 May 2025, results in an option value of SEK 0.021 per warrant. The following assumed parameters have been used in the Black & Scholes calculation:

 

Strike price: SEK 4.042

Risk-free interest rate: 1.954 %

Volatility: 34,8 %

Time to expiration (years): 2,9

 

The market value of the warrants of series 2025:2 is calculated using the Black & Scholes valuation formula by an independent valuation institute engaged by the company. An illustrative Black & Scholes calculation, based on the assumption of an unchanged stock price of SEK 1.347 as of 23 May 2025, results in an option value of SEK 0.015 per warrant. The following assumed parameters have been used in the Black & Scholes calculation:

 

Strike price: SEK 5.390

Risk-free interest rate: 1.997 %

Volatility: 33.4 %

Time to expiration (years): 3,9

 

Please note that these calculations are for illustrative purposes only, and the final valuation of the warrants may differ from what is indicated in the example above.

 

Preparation of the matter

The principles of the incentive program have been prepared by the board of directors of the Company. The board of directors has thereafter decided to submit this proposal to the general meeting. No employee that may be included in the program has taken part in the drafting thereof.

 

Other share related incentive programs etc.

In addition to this proposal for an incentive program and incentive program 2025 to Roger Johansson, the extraordinary general meetings held on 30 august 2023 and 31 October 2024, respectively, have previously resolved on warrant programs. More information about the Company's warrants can be found in the annual report 2024.

 

Authorisation for the board of directors

The board of directors proposes that the general meeting authorises the board of directors to execute the resolution in accordance with the above.

 

Majority requirements

A decision according to the proposal, item 13, is valid only when supported by shareholders holding not less than nine-tenths (9/10) of both the votes cast and of the shares represented at the general meeting.

 

Item 13 – Resolution on incentive program 2025 to Roger Johansson

The shareholders Thomas Ranje and Jakob Liedberg (the "Shareholders") propose that the annual general meeting resolves to issue warrants and to approve of transfer of the warrants in accordance with the following.

 

Issue of warrants

The Shareholders propose that the general meeting resolves to carry out a directed issue of not more than 13,973,736 warrants, of which 9,362,403 warrants of series 2025:1 and 4,611,333 warrants of series 2025:2, entailing an increase in the share capital of not more than SEK 139,737.36 if fully exercised. The resolution shall otherwise be governed by the following terms and conditions.

 

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, vest in Cinis Fertilizer AB, reg. no. 559154-0322, with the right and obligation for the company to transfer the warrants to Roger Johansson, pursuant to the below. Over-subscription is not possible.

 

The reasons for the deviation from the shareholders' pre-emptive rights are to stimulate shareholding in the company by virtue of an incentive program through which Roger Johansson can take part of and contribute to a positive value increase of the company’s share during the period of the proposed program.

 

The warrants shall be issued at no consideration. Subscription must be completed no later than three weeks after the resolution on issue of warrants. The board of directors shall be entitled to extend the subscription period.

 

Each warrant of series 2025:1 entitles to subscription of one share in the company during the period from and including the date of the registration of the warrants with the Swedish Companies Registration Office up to and including 30 June 2028. The new shares which may be issued due to subscription are not subject to any restrictive provisions.

 

Each warrant of series 2025:2 entitles to subscription of one share in the company during the period from and including the date of the registration of the warrants with the Swedish Companies Registration Office up to and including 30 June 2029. The new shares which may be issued due to subscription are not subject to any restrictive provisions.

 

For warrants of series 2025:1, the subscription price per share shall be determined by the company, or by an independent valuation institute or auditing firm hired by the company, and shall correspond to 300 percent of the volume weighted average price according to the official price list of Nasdaq First North Growth Market for the share during the ten trading days immediately preceding the transfer of the warrants, however not lower than the quota value of the share. The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve.

 

For warrants of series 2025:2, the subscription price per share shall be determined by the company, or by an independent valuation institute or auditing firm hired by the company, and shall correspond to 400 percent of the volume weighted average price according to the official price list of Nasdaq First North Growth Market for the share during the ten trading days immediately preceding the transfer of the warrants, however not lower than the quota value of the share. The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve.

 

Shares which are newly issued following subscription by virtue of the warrants shall carry an entitlement to participate in dividends for the first time on the next record date for dividends which occurs after subscription for shares by virtue of the utilization of the warrants is effected.

 

The company may, by means of a board resolution, cancel the company's warrants that are not transferred in accordance with the below or that have been re-purchased from the participant. Cancellation shall be registered with the Swedish Companies Registration Office.

 

The board of directors, or a person appointed by the board of directors, is authorised to make such minor adjustments to the resolution which may prove necessary in order to register the resolution with the Swedish Companies Registration Office.

 

Approval of transfer of warrants

The Shareholders propose that the general meeting approves of the company's transfer of warrants on the following conditions.

 

The right to subscribe for share warrants – personally or through a company - from Cinis Fertilizer AB shall vest in the chairman of the board of directors, Roger Johansson.

 

As the warrants are acquired by the participant at market value and require a positive development of the company's stock price, there are no performance criteria for the exercise of the warrants.

 

A prerequisite for being entitled to acquire warrants from the company is (i) that the participant at the time of the acquisition is board member in the group, (ii) that acquisition of warrants can take place in accordance with applicable laws, and, according to the board of directors’ assessment, can be executed with reasonable administrative costs and financial efforts, and (iii) that the participant has entered into an agreement with the company, according to which the company, or the one the company assigns, under certain circumstances has the right to repurchase the warrants from the participant if the participant wishes to transfer the warrants before they can be exercised for subscription of shares, in some cases to an amount equal to the lower of the participant’s acquisition price and the market value, in other cases to market value. The board of directors has the right to make the reasonable changes and adjustments of the terms and conditions in the agreement that are deemed suitable or appropriate as a result of local civil law or tax law or administrative conditions.

 

The warrants can be exercisable by the participant from the date the warrants are registered with the Swedish Companies Registration Office. The time from the transfer of the warrants to the acquisition of a share may thus be less than three years. The reason for this is that the Shareholders wish to provide the participant with the opportunity to plan the redemption of his warrants, as the redemption will entail a liquidity and financing burden for the participant.

 

Application and allotment

Application for acquisition of warrants shall be made on 31 July 2025 at the latest. The board of directors of the company shall however be entitled to extend the application period for acquisitions.

 

The board of directors of the company shall determine the final allotment and the date of the transfer of the warrants. The transfer of warrants may be made up until and including the next annual general meeting.

 

Price and payment etc.

The warrants shall be transferred on market terms at a price (premium) established on the basis of a market value of the warrants calculated by an independent valuation institute using the Black & Scholes valuation model.

 

Payment for the allocated warrants shall be made in cash no later than five days following the application for acquisition.

 

Further information on the warrant program

Dilution

Upon full exercise of all warrants, 13,973,730 new shares can be issued, which corresponds to a dilution of approximately 4.4 percent calculated on the total number of shares and votes in the company following completion of the directed issues of shares, the set-off issues of shares and fully subscribed rights issue of shares which were announced by the company on 15 April 2025. Accordingly, the incentive program offers the participant the possibility to increase their shareholding in the company to the corresponding figure.

 

Impact of financial ratio and costs for the company etc.

The company's earnings per share are not affected by the issue of the warrants as the present value of the warrants' strike price exceeds the current market value of the share at the date of issue. Since the warrants are transferred to the participant at market value it is not expected that the company will incur any personnel costs. The warrant program will only incur certain limited costs relating to the administration of the incentive program.

 

Preliminary Valuation

The market value of the warrants of series 2025:1 is calculated using the Black & Scholes valuation formula by an independent valuation institute engaged by the company. An illustrative Black & Scholes calculation, based on the assumption of an unchanged stock price of SEK 1.347 as of 23 May 2025, results in an option value of SEK 0.021 per warrant. The following assumed parameters have been used in the Black & Scholes calculation:

 

Strike price: SEK 4.042

Risk-free interest rate: 1.954 %

Volatility: 34,8 %

Time to expiration (years): 2,9

 

The market value of the warrants of series 2025:2 is calculated using the Black & Scholes valuation formula by an independent valuation institute engaged by the company. An illustrative Black & Scholes calculation, based on the assumption of an unchanged stock price of SEK 1.347 as of 23 May 2025, results in an option value of SEK 0.015 per warrant. The following assumed parameters have been used in the Black & Scholes calculation:

 

Strike price: SEK 5.390

Risk-free interest rate: 1.997 %

Volatility: 33.4 %

Time to expiration (years): 3,9

 

Please note that these calculations are for illustrative purposes only, and the final valuation of the warrants may differ from what is indicated in the example above.

 

Preparation of the matter

The principles of the incentive program have been prepared by the Shareholders. The Shareholders have thereafter decided to submit this proposal to the general meeting. The board member that may be included in the program has not taken part in the drafting thereof.

 

Other share related incentive programs etc.

In addition to this proposal for an incentive program and incentive program 2025 to Jakob Liedberg, the extraordinary general meetings held on 30 august 2023 and 31 October 2024, respectively, have previously resolved on warrant programs. More information about the company's warrants can be found in the annual report 2024.

 

Authorisation for the board of directors

The Shareholders propose that the general meeting authorises the board of directors to execute the resolution in accordance with the above.

 

Majority requirements

A decision according to the Shareholders proposal, item 14, is valid only when supported by shareholders holding not less than nine-tenths (9/10) of both the votes cast and of the shares represented at the general meeting.

 

Item 14 – Resolution on approval of the remuneration report

The board of directors proposes that the annual general meeting approves the remuneration report for the financial year 2024.

 

Item 15 – Issue authorisation (i)

The board of directors proposes that the annual general meeting authorises the board of directors to, until the next annual general meeting, within the framework of the current articles of association, on one or more occasions, with deviation from the shareholders' preferential rights, resolve on the issue shares in the company. Subscribed shares shall be paid by set-off or otherwise be subject to conditions. The purpose of the authorisation is to provide flexibility to the board of directors in its work to ensure that the company in an appropriate manner can raise capital and in accordance with previously disclosed purposes, issue shares to bondholders.

 

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

 

A valid resolution requires that the resolution is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the annual general meeting.

 

Item 16 – Issue authorisation (ii)

The board of directors proposes that the annual general meeting resolves to authorise the board, on one or several occasions and for the period up to the next annual general meeting, to resolve to issue new shares, warrants and/or convertibles, with or without deviation from the shareholders’ pre-emptive rights. The number of shares that may be issued and the number of shares that shall be possible to convert/subscribe for may amount to a number of shares resulting in an increase of the share capital, at the time of the board of directors' first use of the authorisation, of not more than ten (10) per cent. New issues may be made with or without provisions concerning payment in kind, set-off or other provision specified in Chapter 13, Section 5, first paragraph, 6, Chapter 14, Section 5, first paragraph, 6, and Chapter 15, Section 5, first paragraph, 4, of the Swedish Companies Act.

 

The purpose of the authorisation is to provide flexibility to the board of directors in its work to ensure that the company in an appropriate manner can raise capital and acquire companies, businesses, and other assets.

 

The board of directors or the managing director, or anyone appointed by the board of directors or the managing director, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.

 

A valid resolution requires that the resolution is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the annual general meeting.

 

Documentation etc.

The annual report, the auditor's report, the remuneration report and other supporting documentation for resolutions will be available at the company's offices, Bytaregatan 4D, 222 21 Lund, and website, www.cinis-fertilizer.com, no later than three weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.

 

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

 

Shareholders' right to request information

Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

 

Use of personal data

For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Cinis Fertilizer AB has corporate registration number 559154-0322 and its registered office is in Örnsköldsvik.

 

_________________

 

Örnsköldsvik in May 2025

Cinis Fertilizer AB

The board of directors

 

N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail. 

For more information, please contact:
Charlotte Becker, IR and Communications Officer, Cinis Fertilizer
charlotte@cinis-fertilizer.com
+46 730 37 07 07
 

Jakob Liedberg, CEO, Cinis Fertilizer
jakob@cinis-fertilizer.com
+46 768 58 12 86

 

About Cinis Fertilizer
Cinis Fertilizer is a Swedish green-tech company producing an environmentally friendly mineral fertilizer, potassium sulphate (SOP), by, among other things, recycling waste streams from the manufacture of batteries and battery materials, as well as from the pulp industry and other industries. The patent protected technology will use half as much energy as today’s production methods and the result is a fertilizer with low carbon footprint, a unique and circular contribution enabling sustainable agriculture. FNCA Sweden AB is Certified Adviser. For further information please visit: www.cinis-fertilizer.com.