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All ägardata du vill ha finns i Holdings!

2026-05-28 22:20:00

Time: 11:00–12:00
Date: Friday, June 26, 2026
Location: The general meeting will be held at the company's premises at Vasagatan 10 in the municipality of Stockholm, and digitally via Google Meet (link available on the company's website www.clar.co/)

Shareholders wishing to exercise their voting rights at the Annual General Meeting must:

  • Be registered in the share register maintained by Euroclear Sweden AB ("Euroclear") on Tuesday, June 17, 2026, or, if the shares are nominee-registered, request that the nominee register the shares for voting purposes so that the shareholder is entered in the share register as of June 17, 2026, and
  • Notify the company of their participation by email to ir@clar.co no later than Friday, June 19, 2026.

The Notice

The notice is available at the company and on the company's website, www.clar.co, and will also be sent free of charge to shareholders who request it from the company and provide their postal address.

Shareholders' Right to Information

Shareholders of the Company have the right, at the Annual General Meeting, provided the board of directors considers it can be done without material harm to the Company, to receive information about matters that may affect the assessment of an item on the agenda or the Company's financial situation (i.e., the right of inquiry under Chapter 7, Section 32 of the Swedish Companies Act (2005:551)). Shareholders wishing to exercise this right are requested to submit questions in advance by email to ir@clar.co no later than Tuesday, June 17, 2026.

Nominee-Registered Shares

To be entitled to participate in the general meeting, a shareholder whose shares are nominee-registered must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is entered in the share register as of June 17, 2026. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee's procedures and in sufficient time as determined by the nominee. Voting rights registrations made by the nominee no later than the second banking day after June 17, 2026 will be taken into account when compiling the share register.

Proposed Agenda

  1. Election of chairperson of the meeting
  2. Preparation and approval of the voting list
  3. Election of one or two persons to verify the minutes
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditor's report
  7. Resolutions on:
    1. Adoption of the income statement and balance sheet
    2. Allocation of the company's profit or loss in accordance with the adopted balance sheet
    3. Discharge from liability for board members and the managing director
  8. Determination of fees for the board of directors and auditor
  9. Election of the board of directors and auditor
  10. Resolution on authorization for the board of directors to issue new shares
  11. Resolution on authorization for the board of directors to resolve on the issuance of convertible instruments
  12. Resolution on authorization for the board of directors to issue warrants to certain employees, with deviation from shareholders' pre-emption rights, within the framework of an incentive program

Proposed Resolutions

The proposed resolutions below follow the numbering set out in the agenda proposed by the board of directors.

Item 1. Election of chairperson of the meeting

The board of directors proposes that Ivar Schmidt be elected as chairperson of the Annual General Meeting.

Item 7(a). Resolution on adoption of the income statement and balance sheet

Item 7(b). Allocation of the company's profit or loss in accordance with the adopted balance sheet

The company proposes to allocate the Company's result in accordance with the board of directors' proposal in the annual report. The board of directors further proposes that no dividend be paid for the financial year 2025.

Item 7(c). Discharge from liability for board members and the managing director

The auditor recommends that the Annual General Meeting grant discharge from liability for the financial year 2025, and the resolution on discharge from liability shall be made through individual resolutions for each board member and the CEO respectively.

Item 8. Determination of fees for the board of directors and auditor

Board fees shall be paid only to the chairperson in the amount of SEK 300,000. Other board members shall receive no fee.

Item 9. Election of the board of directors and auditor

The following are proposed for the board of directors:

  • Chairperson: Maria Källsson (re-election)
  • Board members: Per Granstrand (re-election), Stein Yndestad (re-election), Mikael Gellbäck (re-election), Stefan Dahl (re-election), Gunnar Jacobsen (re-election)
  • Deputy: Lisa Petersson (re-election)

It is proposed to re-elect Öhrlings PricewaterhouseCoopers AB as auditor, with Carl Fogelberg as the principal auditor.

Item 10. Resolution on authorization for the board of directors to issue new shares

The general meeting is proposed to authorize the board of directors to, with or without deviation from shareholders' pre-emption rights, resolve to issue up to a total of 15,000,000 new shares, on one or more occasions during the period until the next Annual General Meeting. The board of directors shall be entitled to resolve that shares may be paid for by means of non-cash consideration, cash payment, and/or through set-off. The board of directors, or whomever the board designates, is authorized to make the minor adjustments required for registration of the resolution with the Swedish Companies Registration Office. The purpose of the authorization, and the reason for any deviation from shareholders' pre-emption rights, is to enable new share issuances to broaden the shareholder base, raise capital, and/or enable the company to use shares as consideration in or financing of acquisitions of companies or businesses. The authorization is conditional upon dilution remaining below 25%. In the event of higher dilution, the subscription price in the transaction must exceed SEK 68.

Item 11. Resolution on authorization for the board of directors to resolve on the issuance of convertible instruments

The board of directors proposes that the general meeting resolve to authorize the board of directors to, on one or more occasions during the period until the next Annual General Meeting, and the reason for any deviation from shareholders' pre-emption rights shall be to enable the company to raise capital or use convertible instruments as consideration in or financing of acquisitions of companies or businesses. The loan amount and conversion terms shall be determined such that the total number of shares that may be issued as a result of conversion of the convertible instruments, pursuant to resolutions made under this authorization, shall not exceed twenty (20) percent of the total number of shares in the company at the time of the issuance of the convertible instruments. The board of directors is authorized to determine all other terms and conditions of issuances made under this authorization.

Item 12. Resolution on authorization for the board of directors to issue warrants to certain employees, with deviation from shareholders' pre-emption rights, within the framework of an incentive program

The board of directors proposes that the general meeting resolve to authorize the board of directors to, on one or more occasions until the next Annual General Meeting, with deviation from shareholders' pre-emption rights, resolve to issue warrants within the framework of an incentive program.

The authorization shall enable the board of directors to resolve on an incentive program for senior executives and key personnel within the Company and its subsidiaries by issuing warrants in the Company. Participants may also subscribe for warrants through a wholly owned company. The purpose of the authorization is to expand the board's ability to create conditions for retaining and recruiting competent personnel to the Company and its subsidiaries, increase participants' motivation, company loyalty, and alignment of interests with the Company's shareholders, and to promote personal shareholding in the Company and thereby promote shareholder value and the Company's long-term value creation.

The warrants shall be issued free of charge, and the market value of the warrants shall be calculated in accordance with the Black & Scholes valuation model. The warrant program may not result in the issuance of more warrants than that the shares which may be subscribed for thereunder result in a dilution effect of less than 3%