Invitation to subscription for shares in COT-Clean Oil Technology AB (publ)

November 20 - December 7, 2015

Contents

Offering in summary…………………………………………………………page 3Invitation to subscription for shares…………………………………page 4Background and motivation……………………………………………...page 4 President’s statement………..…………………………………………...…page 5Summary………………………………………………………………………… .page 6Business operations………………………………………………………….page 8Market…………………………………………………………………………… …page 9Financial overview……………………………………………………………page 11Risk factors……………………………………………………………………….page 13COT share………………………………………………………………………….page 15Conditions and directions…………………………………………………page 15Board of directors and management…………………………………page 18

Definitions and abbreviations

Subscription right A subscription right is a security that gives the holder a right to subscribe for shares in a new shares emission.

Record date The date at which the shareholder must be registered at Euroclear to gain preferential rights to subscribe for shares.

Subscription period The time period within which subscription for purchase of share must be made.

Preferential right Shareholders registered on the record date have a priority to purchase shares based on their subscription rights.

Subscription price The price for newly emitted shares determined by shareholders’ meeting.

Emission amount The maximum amount that can be subscribed in a new shares emission.

Summary of the offer

Preferential right: Four old shares gives the right to subscribe for three new shares.Subscription price: 1.00 SEK.Emission amount: 3,165,140 SEK.Record date: November 17, 2015.Subscription period: November 20 - December 7, 2015.Trade with subscription rights: There will be no trade with subscription rights.Emission entity: Aktieinvest FK AB.

Dates of financial information

Annual report 2015: January 29, 2016.

Conditions and directions

Preferential right for subscriptionShareholders of COT on the record date, November 17, 2015, have preferential right to subscribe for shares in relation to the number of shares owned on the record date. Four (4) existing shares give four (4) subscription rights, which give right to subscribe for three (3) new shares.

Subscription priceThe subscription price is 1.00 SEK per new share; no brokerage fee is charged.

Record dateThe record date at Euroclear Sweden AB (former VPC) for the right to participate in the emission is November 17, 2015.

Subscription periodSubscription for shares shall be made during the period November 20 - December 7, 2015. Any shares that have not been subscribed with priority will be allotted in accordance with the board’s decision. After the subscription period, unutilized subscription rights will, without notification from Euroclear (VPC), be cancelled from the shareholders’ VP-accounts. The board has the right to prolong the subscription period.

Invitation to subscription for shares

Hereby, the shareholders of COT are invited, in accordance with the conditions in this memorandum, to subscribe for shares in the company.

At the shareholders’ meeting in COT Clean Oil Technology AB on November 9, 2015, a decision was made to issue new shares with a maximum of 3,165,140 shares with preferential rights for the existing shareholders. Four (4) existing shares that are held on the record date November 7, 2015, give right to subscription for three (3) new shares at the price 1.00 SEK per share. Subscription for new shares will take place during the period from November 20 up to and including December 7, 2015.

After finished new emission, the share capital will increase from 4,220,187 SEK to maximum 7,385,327 SEK and the number of shares will increase from 4,220,187 shares to maximum 7,385,327 shares. Clean Oil Technology AB will receive new funds of maximum 3,165,140 SEK before emission expenses, which are estimated to amount to 90,000 SEK.

The majority of COT’s larger shareholders, all board directors and the company management has notified their interest to subscribe for approximately 75% of the shares in the coming emission.

For further information, reference is made to this memorandum, which has been drawn up by the COT board due to the preferential emission. The COT board is responsible for the information in the memorandum. It is hereby declared that all reasonable cautions have been taken into account to ensure that, to the knowledge of the board, the information in the memorandum agree with the factual circumstances and that nothing has been left out that could meaningfully affect its meaning.

Background and motivation

COT has for several years developed its product COT Oil Refiner®. The commercialization phase has been delayed by complex fine-tuning problems, not the least regarding biofuels in engine oils, mainly RME-fuels. The problem with damaging dilutions of engine oils when using biofuels is well known and growing. The environmental demands from the market force the OEM industry to prepare engines for biofuels despite the fact that this leads to problems with dilutions, which most often requires considerably shorter service intervals. Completed verifying tests show that COT Oil Refiner® removes damaging contaminations from both hydraulic oils and engine oils. During the current year, a number of rig tests have shown very good results as regards elimination of water from hydraulic oils. The modified technology that we now are working with also indicates that we are approaching a solution to also remove damaging hydrocarbons from engine oils. We

have previously shown the ability to remove hydrocarbons from engine oils, but unfortunately, the then complicated technology was not sufficiently reliable for field installations. Together with new production partners within heat transfer technology; we today believe to be close to a solution also within this area.

During the current year, the company has in parallel developed COT Oil Refiner® to remove also bound water in hydraulic oils. Water in hydraulic oils is damaging to hydraulic systems and cause elevated maintenance expenses due to wear and oxidations. In this case, lower energy input is needed as compared to engine oils. Also, the hydrocarbons to be removed are less aggressive, since it mainly is question of removal of water. We have had a very good response from the market where the problem with in particular bound water in hydraulic oils is well known and quite common. This is true for both mobile hydraulic units as well as stationary units. The company has initiated field installations at customers and we hope this will eventually lead to orders.

The aim with the proposed shares emission is to finance the operation for 2016 when we hope to be able to initiate serial production of the product. The reason for the board’s decision to limit the new shares emission to only safeguard the operation for 12 months is that there are a number of factors that can affect the company’s need for funds after 2016. For example, a successful outcome during 2016 could result in the company’s need to finance increased working capital for the market launch.

President’s statement

In the previous prospectus for a new shares emission in April 2015 as well as in my speech at the ordinary shareholders’ meeting, I signaled a coming need for another emission to safeguard the 2016 operation. We have now reached that point. We knew then that we would need additional funding for 2016 but my “hidden” hope was that we would have had so many positive news this year that the emission price would be well above the one we now propose in this prospectus. A consolation to all the frustration over elapsed time came to me when reading a book about the leading Swedish industries’ history. It said: “None of the companies achieved noticeable commercial success during their first decade. It was a time with change between hope and resignation”. Fortunately, neither I (during my short tenure as CEO), nor the team that works with the development of our Oil Refiner, have ever felt any hesitation about the future of the product. On the contrary, we are continuously strengthened in our conviction that we have a really great product in the pipeline. We have today a functioning product but we now direct our work to optimize its function, including some modifications, before we finalize a model for serial production, which I trust will take place during 1H 2016.

What we have misjudged is the long decision process employed in the larger companies we are in contact with. It is hardly “let’s go for it tomorrow” that is valid, but rather the involvement of many persons before we can get to a field installation. What make us glad, however, is that none of these larger companies has declined interest in the product. We are therefore optimistic to be able to establish a common evaluation project within a fairly short time. We don’t feel stress but rather impatience: there are several functions that have to participate in a building of a company. We are confident with our market plan and that we have the right organization to introduce the product.

During the last month we have laid the foundation for production cooperation with both a Swedish and a German company for manufacturing of the unit. Both these companies are leaders within their respective segments and have long experience of deliveries to e.g. the automotive industry and have all the certifications needed for our customers. Thereby, COT need not establish its own manufacturing but can focus its resources on development and marketing of the product. Our long-term tests indicate that the Oil Refiner does not cause any oxidation of the oil and tests by IFL have concluded that there are no damaging elements in the air that passes through our unit.

Our first goal from 2016 is to lay the foundation for a business with balanced cash flow 2017 and that we in 2017 will have the success that we so long have been fighting for.

Magnus Lindstam

SUMMARY

The following summary shall only be regarded as an introduction to the other sections in this memorandum. A decision to invest in the shares the company is offering shall be based on the memorandum in its entirety. Anyone who brings a suit into court of law based on the information in the memorandum may have to pay for the cost of translation of the memorandum. A person can be made responsible for information only if such information is included in the summary or the translation, or left out, and is misleading or wrong as related to the other parts of the memorandum.

COT Clean Oil Technology AB in brief

COT develops and markets environmental technology to continuously cleaning lubrication and hydraulic oils during operation. The company holds a patented method to efficiently solve the problem with fuel dilutions of lubricating oils for combustion engines as well as with water in hydraulic oils.

The company resides in Gothenburg while technical development and production take place in Anderstorp. The operating activities will move to Lagan as per January 1, 2016. The company directs its activities towards the European vehicle industry as well as all forms of hydraulic applications for both mobile and stationary systems.

COT is a public company listed on the Alternativa Marknaden since April 2014.

Business ideaCOT shall develop products for continuous cleaning of engine oils and hydraulic oils and with the product COT Oil Refiner® facilitate the conversion from traditional fuels and oils to bio-products with least possible environmental harms and with good economy for the customer.

ProductsCOT markets the oil cleaner COT Oil Refiner® which is based on COT AB’s patent and method for supply of energy in order to eliminate unwanted, damaging molecules in engine and hydraulic oils.MarketCOT’s main markets are estimated to be primarily Europe and North America. The company is established in USA through the dormant company Clean Oil Technology Inc.

COT’s three market segments are:

∙ COT Biofuel. Cleaning of biofuels in vehicles, construction machinery and industrial applications

∙ COT Mobile Hydraulics. Cleaning of hydraulic oils of construction machinery, forestry machinery, container handling, marine equipment, and others.

∙ COT Industrial Hydraulics. Cleaning of hydraulic oils in stationary machines both indoors and outdoors.

Organization

Board of directors: Göran Gummesson (chairman), Björn Algkvist, Kjell ac Bergström, Claes Kinell and Freddie Linder.

Management: Magnus Lindstam, President and CEO.

Emission entity: Alternativa Marknaden i Sverige AB

Auditor: Peter Sjöberg, PriceWaterhouseCoopers

Largest shareholders:

Fibonacci Growth Capital,Björn Algkvist 17.3%

Murifeld Invest,Claes Kinell 16.5%

Alf Almqvist,including family/company 10.8%

Tom Stendahl 9.4%

COT Clean Oil technology AB’s business

OverviewCOT develops and markets patented environmental technology with its product COT Oil Refiner® which continuously removes damaging liquid dilutions from lubricating oils and hydraulic oils. The company holds an international patent covering an efficient solution of the problems with fuel dilutions of lubricating oils in combustion engines and hydraulic oils.

The company is headquartered in Gothenburg while technical development and production is located to Anderstorp.

COT’s three market segments are:

∙ COT Biofuel. Cleaning of biofuels in vehicles, construction machinery and industrial applications

∙ COT Mobile Hydraulics. Cleaning of hydraulic oils of construction machinery, forestry machinery, container handling, marine equipment, and others.

∙ COT Industrial Hydraulics. Cleaning of hydraulic oils in stationary machines both indoors and outdoors.

Business ideaCOT shall develop products for continuous cleaning of engine oils and hydraulic oils and with the product COT Oil Refiner® facilitate the conversion from traditional fuels and oils to bio-products with least possible environmental harms and with good economy for the customer.

Achievements with COT Oil Refiner®: ∙ Solution of the big problems with fuel dilutions of engine oils and water dilutions of hydraulic oils ∙ Fewer oil changes and reduced oil consumption give lower down-time costs ∙ Reduced volumes and handling of spent oils ∙ Constantly clean oil reduces engine wear and LCC (Life Cycle Costs) and improves reliable operation ∙ Facilitates conversion to bio-fuels ∙ Reduced waste

Clean Oil technology Inc.Clean Oil Technology Inc. is COT’s only daughter company and was formed 2009 as a natural development of COT AB’s representation by agents in USA for several years. COT AB hold 92.31% ownership in the US company, which has been dormant during the last few years, but is expected to relatively soon be reactivated as soon as COT AB has finished the development of its product for market launch.

MarketCOT constantly interacts with future potential customers in order to inform about its product development work and to collect information that is of importance for the development and for the correct problem definition on the basis of which the product will be optimized for market launch. The total market for COT Oil Refiner® is hard to put a number on since, in theory, it includes all types of vehicles and machines that use lubricating oil or hydraulic oil. The demand for a solution to remove water from bio-hydraulic oils is expected to increase rapidly as the requests to convert to bio-hydraulic oils are strengthened. Likewise, the problem with liquid dilutions is expected to increase as a consequence of the conversion from fossil fuels to bio-fuels.

There are all kinds of applications: from marine engines to excavators, city buses, trucks, ski lifts, cranes, forestry machines, equipment in manufacturing and mining, gear cases in wind turbines, etc. Everywhere where oil changes are needed as a consequence of liquid dilutions of oils, COT Oil Refiner® has a market.

Competing productsThe information below shows technologies, which, according to the company, in some form can be considered to be competing. There may be other kind of products, which, however, are not considered to compete. The company has not found any product on the market that via energy input removes damaging dilutions from oils.

Sedimentation: When hydraulic oil is not being used but rests still in a tank, a great part of the water in the oil gravitate to the bottom of the tank where it can be drawn off. This method will not remove emulated or bound water in the hydraulic oil and is also not cleaned during operation.

Centrifugation: Separates water from oil with centrifugal force using the difference in density of water and oil. Free water is removed and partly emulated water but not dissolved bound water. This solution has limited applications due to high initial costs and substantial maintenance expenses.

Coalescence: A coalesce separates water droplets from oil and “lock them in” close to the surface of a filter where the drops merge to a size that make them fall to the bottom of a tank and then transported away. This method will not remove bound water in the hydraulic oil. The method also tends to be inefficient when there are “surf-active” components in the oil.

Absorbing filters: Remove free and emulated water by a super-absorbing filter impregnated with polymers. These filters are not suitable when dealing with larger flows and will not remove bound water or strongly emulated water.

Vacuum drying: The oil is brought in contact with vacuum to evaporate water. The oil may be heated to enhance the evaporation. The risk with this method is that the heat may remove important additives in the oil and may also result in hydro-oxidation of the oil, which has serious negative effects. “Mass transfer vacuum dehydration” has minimal chemical effects on the oil and can be performed in a number of variations. This method removes free water and up to 80% of bound water. The drawback is that it is an expensive method and not suitable for smaller or medium size hydraulic systems.

Competitive advantages for COT Oil Refiner®

∙ Removes more water than any competing method ∙ Considerably cheaper installation ∙ Minimal maintenance expenses ∙ Requires little space for installation ∙ Removes esters from bio-hydraulic oils

Financial overview

Development 2012 - 2015 (F) 000’s SEK

Year Revenues Result Before Tax Operating Cashflow2012 1,618 -12,949 -7,093

2013 659 -6,632 -6,136

2014 161 -4,755 -4,943

Forecast 2015 70 -4,100 -3,900

3rd Q report, 2015 Jan - Sep Jan - SepIncome statement 2015 2014

Cash flow from

operations -3,039 -3,063

Balance sheet 000’s SEK 9-30-15

AssetsFixed assetsPhysical assets 327 Financial assets 493Sum fixed assets 820

Current assetsInventory 1,804Receivables 183Cash and bank 1,297Sum current assets 3,284

Total Assets 4,105

Equity and liabilitiesEquityShare capital 4,180Reserves 13,382Retained earnings -11,109Current period’s result -3,032Total Equity 3,421

LiabilitiesCurrent liabilities 684Total Liabilities 684

Total Equity and Liabilities 4,105

Net sales 41 41Other operating revenues 10 100

Operating expenses - 3,086 -3,780

Operating result before financial net - 3,035 -3,638

Interest and similar income 2 40Result from financial activities 2 40

Result after financial net - 3,032 -3,599

Net result for the period - 3,032 -3,599

Comment to financial position

LiquidityDuring the last year the company has operated with a short term planning. The reason has been the difficulty in determining the start of commercialization as well as its volume. The company’s liquidity plan and preparation for future infusion of funds has been communicated in both the company’s official reports and at the annual shareholders’ meeting. The current proposal for new shares emission aims to finance continued operations including development work and start of production during 2016. At the extra shareholders’ meeting on November 9, 2015, it was announced that the need for a new shares emission to finance the operation of 2017, would be proposed under the condition that the board judges that the company’s development follows the established plan. The amount of future emissions will be determined when a sales plan for 2017 is established.

Working capitalWith the business model established by the board, no meaningful increase of the working capital is expected during 2016. Should a rapid volume growth occur, increased working capital due to accounts receivables could, however, be needed. The company does not plan to inventory finished products for any longer periods. Vendors on a just-in-time basis will supply components.

Equity and liabilitiesThe company has no long-term external liabilities and no obligations to lending institutes. In 2014 a control balance sheet was established and the equity was increased through an emission determined by the annual shareholders’ meeting in the spring of 2015. On an ongoing basis, the company needs to balance any future losses with injection of new funds to avoid the obligation to establish a new control balance sheet.

Risk factors in summary

Without ranking, risk factors are listed below that the board judges could be important to the future development of the company. All possible risk factors cannot be described, but a collective evaluation must also include other information in the memorandum as well as a general assessment of the world around. Shareholders of corporations always run a risk to loose all or part of the invested capital.

Company specific risks

Product risks and technical risksCOT operates on a market characterized by elevated technical complexity and high technical requirements on the company’s products. This entails a risk for the company that, for example, ongoing tests will not correspond to expectations and set objectives due to technical shortages of both product and function.

Future needs for financingThe work to prepare COT for larger order volumes as well as the company’s ongoing product development work and market investments, could become capital demanding. Unexpected further technology development, prolonged verification programs and uncertainty about market demand are all factors that make the estimate of financing need for the next coming years difficult.

Key personnel and recruitmentCOT is dependent on being able to engage right competence to establish and coordinate operations regarding company management, technical development and market knowledge. This means that recruiting and maintaining key personnel is a high priority for the company.

CompetitionCOT Oil Refiner® is based on patented technology to remove damaging dilutions from oils and is significantly different from other products on the market. That said, it cannot be excluded that other actors are successful to commercialize and achieve market acceptance for similar products.

Patent infringementCOT continuously work to guard, develop and protect its IP rights with patent protection. The original patent to the invention was acquired already in 2000 and a few years with significant development work the patent protection was considerably expanded in 2005 - 2006 to encompass both function and method.

Share related risks

Limited liquidity of the COT shareThe COT share is traded on the Alternativa Marknaden and has periodically shown low liquidity with large price swings as a consequence. There is a risk that the trade of the company’s share will continue to fluctuate and that the difference between buy and sell quotes can be large.

The share price can be volatile and the share value can decrease substantiallyThe share price development for both shares of individual companies and the stock market in general is dependent on factors that COT cannot affect. The price for the company’s shares may deviate considerably from the subscription price in the new shares emission.

Non-secured subscription undertakings and emission guaranteesA number of COT’s larger shareholders and a number of persons in the management have undertaken to subscribe for their proportions of the new shares in the emission. But the preferential new shares emission is not guaranteed. This means that there is a risk that the emission will not be subscribed for to a degree necessary for the board to consider the financing for 2016 to be safeguarded and therefore is forced to discontinue the ongoing emission, which means that the company is unable to get the necessary funding for its operations.

COT shares

ShareholdersThe company’s 5 largest Number of shares Proportion of capital/votesshareholders %

NameFibonacci AB 712,330 17.3Muirfield Invest AB 683,134 16.5Alf Almqvist & companies 433,350 10.8Tom Stendahl 388,878 9.2Swedocean 132,837 3.1

COT’s shares are established in accordance with Swedish legislation and are nominated in SEK. The ISIN code of the shares is SE0000. The shares are accounted for per person and are affiliated to Euroclear Sweden AB with address: Euroclear Sweden AB, Box 191, 101 23 Stockholm. The shares nominal value is 0.10 SEK. The company has only one kind of shares and all shares have the same voting right and the same right to dividends and surplus of a liquidation. There are no restrictions as regards free selling of the shares. A change of the shareholders’ rights assumes changes in the Articles of Association in accordance with current legislation. The COT share is not - and has not been - object for an official bid or similar offer.

Conditions and directions

NotificationDirectly registered shareholders Shareholders, or representatives of shareholders, who on the record date are registered in the Share Ledger, will receive an Information Document, an Emission Specification with an enclosed Payment Slip, a separate Notification Slip, plus a Subscription Form for subscription of shares without preferential rights. The Emission Specification shows the number of received subscription rights and the number of new emitted shares that each eligible person can subscribe for. No VP

notice showing the registration of the subscription rights on the shareholder’s VP-account will be sent out.

Shareholdings registered with administrator Shareholder who has the shareholding registered with bank or other administrator (in a depot) will not receive an Information Document, separate Notification Slip or Emission Specification from Euroclear. Subscription and payment shall be made in accordance with the directions from the administrator.Trading of subscription rights and BTA There will be no official trading with subscription rights or paid subscribed shares (BTA).

Subscription and payment with preferential rightsSubscription for shares based on subscription rights shall be made by cash payment on December 9, 2015, at the latest. Shareholder who has the COT shareholdings registered at a bank or other administrator will receive information about subscription and payment from the administrator. Directly registered shareholders will receive an Information Document, an Emission Specification with Payment Slip and a separate Subscription Form from Euroclear Sweden AB. Subscription by payment shall be made with the Payment Slip or with the separate Notification Slip as stated below:

A) Emission SpecificationIn case all received subscription rights are used for subscription, only the Payment Slip shall be used. Subscription for shares with preferential rights is then made by the execution of the payment with the Slip. The separate Subscription Form shall in this case not be used. Observe that subscription is binding.

B) Separate Subscription FormIn case not all received subscription rights according to the Emission Specification are used, the separate Subscription Form shall be used. The shareholder shall then state the number of shares that shall be subscribed for and the amount on the Form and the payment notice. Executing the payment notice makes payment. Incomplete or wrong statement Subscription Form may become left unprocessed. Separate Emission Form can be found on the company’s web site cot.se and can be received from Aktieinvest FK AB using the phone number below. A filled out Subscription Form shall in connection with payment be sent to the following address and be received by Aktieinvest FK AB on December 7, 2015, at 5.00 pm at the latest. Observe that subscription is binding.

Address:Aktieinvest FK AB

SE-113 89 Stockholm, SwedenPhone: 08-50651795Fax: 08-50651701email: emittentservice@aktieinvest.se

Subscription and payment without preferential rightsShareholders, as well as investors who were not a shareholder on record date, are invited to send a notice of interest to subscribe for shares based on unused, remaining subscription rights. Subscription for shares without preferential rights will take place during the same period as subscription for shares with preferential right, i.e. during the period November 20 - December 7, 2015. A notice of interest is made by filling out and signing a “Notice of Subscription for Shares without Preferential Rights”, which is sent to Aktieinvest FK AB on the above address. No payment should be made with the notice of interest, but shall be made in accordance with what is stated below. The Notice of Subscription for Shares without Preferential Rights must be received by Aktieinvest FK AB on December 7, 2015 at 5.00 pm at the latest. Only one Notice of Subscription for Shares without Preferential Rights can be sent in. In case several such notices are sent in, only the latest will be considered. The other notices will thus not be considered. Observe that subscription is binding.

Allotting principles when subscription without preferential rightsAllotment of shares subscribed for without use of preferential rights will firstly be made to shareholders who subscribed for shares based on preferential rights. In case of over-subscription, the board will determine the allotment in according to the prorate principle. To the extent this cannot be made, the board shall decide on the allotment. Secondly, allotment shall be made to those who subscribed without use of preferential rights. In case full allotment cannot be made in relation to the number of new shares subscribed for by each person, allotment will be made by drawing lots, unless the board finds special reasons to use another method.

Information on allotment with subscription without preferential rightsInformation on a possible allotment of shares subscribed for without use of preferential rights will be made by sending out a notice of allotment in the form of a payment notice. Payment shall be made at the latest three (3) bank days after the issue of the payment notice. No message is given to a person who has not receive any allotment. If payment is not made in time, albeit the subscription is binding, the shares may be sold to another party.

Paid subscribed shares (BTA)Subscription by payment is registered at Euroclear Sweden AB as soon as this can take place, which normally means a few bank days after payment. Thereafter the subscriber receives a VP-notice with confirmation that the booking of the BTA has been made on the subscriber’s VP-account. Paid, subscribed shares are named BTA on the VP-account until the emission is registered at Bolagsverket.

Registration of sharesAs soon as the capital increase has been registered at Bolagsverket. The BTA is converted to shares without any special notice from Euroclear. No VP-notice is sent out due to this conversion. Shareholders, who have their holdings registered with an administrator, will receive information from the administrator.

Publication of subscription result in the new emissionSoon after the subscription period is over, the company will publicize the outcome of the new shares emission. The publication will be made by a press release and will be available on the company’s web site.

Important informationWith “COT” and “the company” is meant COT Clean Oil Technology AB with organization number 556598-5362. Alternativa Aktiemarknaden i Sverige AB has organization number 556634-8222. Swedish law governs this memorandum. Any dispute related to the content in this memorandum shall be settled in Swedish court.

The offer according to this memorandum is not aimed to persons whose participation requires additional prospectus, registrations or other actions than those that follow according to Swedish law. It is the responsibility of each one to observe any such limitations according to legislation and rules outside of Sweden.The memorandum may not be distributed to certain countries or within certain countries, such as USA, Canada, Australia, New Zealand and Japan, where distribution or offering require additional actions or are unlawful. Swedish law is exclusively applicable for this memorandum and the offering according to this memorandum. Any dispute regarding this memorandum shall be settled according to Swedish law and by Swedish courts. Financial adviser to COT is Alternativa Aktiemarknaden, which assisted in the company to establish the memorandum. Alternativa Aktemarknaden does not own any shares in the company. As far as Alternativa Aktiemarknaden knows, the information in the memorandum is correctly stated and gives a correct picture of the offering. As far as the company knows, all information from third part has been correctly represented and no information has been deleted in a way that would the represented information false or misguiding.

Board of directors, management, auditors and company founders

Board of directorsGöran Gummesson. Chairman of the Board.Elected to the board 2012. Shareholdings in COT: 0 shares.Has held top positions within the industry for more than 30 years; most recently at AB Volvo Penta.

Kjell ac Bergström. Board member.Elected to the board 2012. Shareholdings in COT: 65,000 shares.President of Saab Automotive Powertrain, VP of Fiat GM Powertrain, as well as senior positions within Saab Automobile AB and Volvo Cars.

Freddie Linder. Board member.Elected to the board 2012. Shareholdings in COT: 96,040 shares.Has 40 years experience from the oil industry including prospecting, production and marketing. Between 1996-2008 VP Marketing of Preem AB.

Björn Algkvist. Board member.Elected to the board 2011. Shareholdings in COT: 712,330 shares.Founded the company Intentia AB 1984 where he was the main owner and CEO until the company was sold in 2004. Founded the private equity company Fibonacci Growth Capital.

Claes Kinell. Board member.Elected to the board 2011. Shareholdings in COT: 683,134 shares.Owner and CEO of Muirfield Invest AB. Has long experience of business development, technology companies and international start-up companies.

Alf Almqvist. Board member.Elected to the board 2012. Shareholdings in COT: 433,350 shares.Founder and owner of the company Fyrkantens Ventilation AB and active shareholder and board member for several years.

ManagementMagnus LindstamPresident and CEO. Shareholding in COT: 114,145 shares.Has previously been President of the Lindéngruppen AB and AB Wlh Becker. Today also entrepreneur and management consult.

AuditorThe company’s auditor is PriceWaterCoopers, Lilla Bommen 2, 405 32 Gothenburg, with Peter Sjöberg as principal resposible auditor.

Other information

Organization number and domicilCOT-Clean Oil Technology AB has organization number 556598-5362 registered with Bolagsverket on 10-16-2000. The board of directors is domiciled in Gothenburg. The incorporation form is “Aktiebolag” and is regulated by the law “Aktiebolagslagen” (2005:551).

The board’s work structureCOT’s board is elected for one year at a time. A Work Instruction established by the

company, including regulations of work distribution between the board and the president as well as company signing rights and authorization regulations, regulates the board’s work. None of the board members’ private interests are conflicted with the interests of the company.

Other information regarding the board and managementNone of the board members or management has any private interest that can be in conflict with COT’s interests. There are now family connections between board members or management.

Auditors reviewThe auditors have audited the accounting as per December 31, 2014. The audit report has not deviated from the standard wording. Remuneration to the auditor is per hour basis. The auditor has not reviewed the memorandum, nor the quarterly report as per September 30, 2015.

Board feesBoard members receive an annual fee of 40,000 SEK each. The chairman of the board gets an annual fee of 150,000 SEK.

Remuneration to presidentThe president invoices monthly 20,000 SEK for his services through a company. The president holds 100,000 subscription rights in the option program which was determined at the annual shareholders’ meeting 2015.

Transactions with closely akinNo agreements or transactions have been made with entities akin to the board members or to the president.

DisputesCOT is not a part of disputes, court procedures, arbitration or other legal procedure that could have any meaningful affect on the company’s financial result or position. There are no circumstances known to the board that could lead to such legal proceedings or that could affect the company’s position in a material way.

Option programThe annual shareholders’ meeting 2015 determined to introduce an option program of totally 600,000 shares to be distributed on April 30, 2015, at the latest. As per that date 500,000 option rights have been distributed to board members and management. When exercising these options, with latest mature date December 31, 2017, there will be a dilution of approximately 9.5% of the shares in the company.

Documents available for inspectionCOT’s articles of association, historic financial information and all reports are available in paper form at the company for inspection during the subscription period.

Financial reportsThe company’s annual reports and quarterly reports are available on the company’s web site: cot.se under the tab “News” and “About the company”