Notice of Annual General Meeting in Lime Technologies AB (publ)

NOTICE OF ANNUAL GENERAL MEETING

Lime Technologies AB (publ), reg. no. 556953-2616 (“Lime Technologies” or the “Company”), holds an annual general meeting on Thursday, 25 April 2024 at 17.30 (CEST) on Kungsbroplan 1 in Stockholm, Sweden. The entrance to the meeting will open at 17.00 (CEST).

RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE

Shareholders who wish to attend the general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday, 17 April 2024, or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by Friday, 19 April 2024; and
• give notice of attendance to the Company no later than on Friday, 19 April 2024.

Notice of attendance may be given in writing to Lime Technologies AB (publ), Att. Annual General Meeting, Sankt Lars väg 46, 222 70 Lund, Sweden, or by e-mail to ir@lime.tech. The notice of attendance must state name or company name, personal identification number or corporate registration number, address, telephone number and, where relevant, number of accompanying advisors (not more than two).

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES

To be entitled to participate in the general meeting, those having their shares registered in the name of a nominee must, in addition to giving notice of attendance, have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB no later than on Friday, 19 April 2024. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

PROXIES AND PROXY FORMS

Those who do not attend the general meeting in person may exercise his or her rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the Company at the address above no later than on Friday, 19 April 2024. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the general meeting through a proxy. A submitted proxy form does not suffice as a notice of attendance.

A proxy form is available on the Company’s website at investors.lime-technologies.com/en.

For information on how personal data is processed in connection with the annual general meeting, see the privacy note available on Euroclear Sweden AB’s website at www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

NUMBER OF SHARES AND VOTES

At the date the notice is issued, the total number of shares in the Company is 13,283,481 shares, which corresponds to a total of 13,283,481 votes. The company does not hold any treasury shares.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Shareholders attending the general meeting may request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

PROPOSED AGENDA

1. Opening of the meeting
2. Election of chairman of the meeting
3. Election of one or two persons to verify the minutes of the meeting
4. Preparation and approval of voting register
5. Approval of agenda
6. Determination of whether the meeting has been duly convened
7. Resolution:
   a) on adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
   b) on the disposition of the Company’s profit as shown in the adopted balance sheet
   c) on discharge from liability of members of the board of directors and the managing director
8. Presentation of the remuneration report for approval
9. Determination of the number of members of the board of directors to be elected
10. Determination of the fees to be paid to the board of directors
11. Election of board of directors
12. Election of the chairman of the board of directors
13. Determination of fees to be paid to the auditor
14. Election of auditor
15. Resolution on guidelines for remuneration to the senior executives
16. Resolution on authorisation of the board of directors to issue shares
17. Closing of the meeting

Item 2: Election of chairman of the meeting

The nomination committee proposes that the chairman of the board of directors Erik Syrén be elected chairman of the annual general meeting, or in the event of his absence, the person appointed by a representative of the nomination committee.

Item 7 b): Resolution on the disposition of the Company’s profit as shown in the adopted balance sheet

The board of directors, in accordance with the proposal set out in the annual report, proposes a dividend of SEK 3.50 per share, which will be paid in two parts of SEK 1.75 per share at each time.

The board of directors proposes that 29 April 2024 is the record date for the first part of the dividend. If the annual general meeting resolves in accordance with the board of director’s proposal, payment of the first part of the dividend is expected to be made on 3 May 2024, through Euroclear Sweden AB.

The board of directors further proposes that 29 October 2024 is the record date for the second part of the dividend. If the annual general meeting resolves in accordance with the board of director’s proposal, payment of the second part of the dividend is expected to be made on 1 November 2024, through Euroclear Sweden AB.

Item 8: Presentation of the remuneration report for approval

The board of directors proposes that the annual general meeting approves the remuneration report for 2023.

Item 9: Determination of the number of members of the board of directors to be elected

The nomination committee proposes that five board members be elected.

Item 10: Determination of the fees to be paid to the board of directors

The nomination committee proposes that the total fees to be paid to the members of the board of directors elected by the annual general meeting for the period until the close of the annual general meeting 2025 shall be SEK 1,215,000 (SEK 1,215,000 the previous year), with SEK 375,000 (SEK 375,000) to the chairman of the board of directors and SEK 210,000 (SEK 210,000) to each of the members of the board of directors who are elected at the annual general meeting. The nomination committee proposes that additional fees of a total of SEK 90,000 (SEK 90,000) are paid to the members of the audit committee, with SEK 60,000 (SEK 60,000) to the chairman of the audit committee and SEK 30,000 (SEK 30,000) to each of the members of the audit committee for the period until the close of the annual general meeting 2025.

Item 11: Election of the board of directors

The nomination committee proposes that Erik Syrén, Johanna Fagerstedt, Marlene Forsell, Lars Stugemo and Emil Hjalmarsson are re-elected as members of the board of directors for the period until the close of the annual general meeting 2025.

Item 12: Election of the chairman of the board of directors

The nomination committee proposes that Erik Syrén is re-elected as chairman of the board of directors for the period until the close of the annual general meeting 2025.

Item 13: Determination of fees to be paid to the auditor

The nomination committee proposes that the fees to the auditor are paid against approved account.

Item 14: Election of auditor

The nomination committee proposes that the registered accounting firm Öhrlings PricewaterhouseCoopers AB is re-elected as auditor for the period until the close of the annual general meeting 2025. Öhrlings PricewaterhouseCoopers AB has confirmed that, if the annual general meeting resolves in accordance with the nomination committee’s proposal, Ola Bjärehäll will be appointed auditor-in-charge (Ola Bjärehäll is the current auditor-in-charge for the Company).

Item 15: Resolution on guidelines for remuneration to the senior executives

The board of directors of the Company proposes that the annual general meeting resolves to adopt new guidelines for remuneration to the Company’s senior executives in accordance with the board of director’s complete proposal on guidelines. The guidelines for executive remuneration as approved by the annual general meeting 2022 remain largely unchanged. However, the variable remuneration for certain senior executives is proposed to be increased from twenty-five (25) to thirty-five (35) per cent in accordance with the board of director’s complete proposal on guidelines.

The guidelines shall apply to each commitment of remuneration to senior executives, and to any change in such commitment, that is decided after the annual general meeting at which the guidelines were adopted. The guidelines thus have no effect on previously binding contractual obligations.

The board of director’s complete proposal will be made available at the Company and on the Company’s website at investors.lime‑technologies.com/en.

Item 16: Resolution on authorisation of the board of directors to issue shares

The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, on one or more occasions before the annual general meeting 2025, resolve on issues of shares against payment in cash, with provisions of payment in kind or set-off of claims or other conditions, and carried out with or without deviation from the shareholders’ preferential rights. The purpose of the authorisation and the possibility to deviate from the shareholders’ preferential rights is to provide the board of directors’ flexibility in financing and facilitating an accelerated expansion and development of the Company in accordance with its adopted strategy.

The authorisation is limited so that the board of directors cannot resolve on issues of shares resulting in issued shares exceeding ten (10) per cent of the total amount of shares in the Company at the time of the resolution on the authorisation. If issues of shares are carried out with deviation from the shareholders’ preferential rights, the issues shall be made at market terms and conditions.

The board of directors, or a person appointed by the board of directors, is authorised to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.

MAJORITY REQUIREMENTS

The resolution in accordance with item 16 is valid only where supported by at least two-thirds of both the votes cast and the shares represented at the annual general meeting.

DOCUMENTS

The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the Company and on the Company’s website at investors.lime‑technologies.com/en as well as be sent free of charge to shareholders who so request and provide their name and address.

 

* * *

Stockholm in March 2024

Lime Technologies AB (publ)

The board of directors