The board of directors in
The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
NOTICE OF ANNUAL GENERAL MEETING
RIGHT TO ATTEND AND NOTICE OF ATTENDANCE
Those who wish to attend the general meeting must:
1. be entered as a shareholder in the share register kept by
2. give notice of their intention to participate no later than on Tuesday
Notice of attendance may be made by e-mail to bolagsstamma@bokusgruppen.com or through mail to
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).
A shareholder can vote at the general meeting by physically attending the general meeting or through a proxy.
PAYMENT OF DIVIDENDS TO CHARITY
Due to the great need for help in
SHARES REGISTERED IN THE NAME OF A NOMINEE
Shareholders with nominee-registered shares held via a bank or other nominee must, in addition to giving notice of their intention to participate, request the nominee to register them in the shareholder's own name in the share register kept by
PROXIES AND PROXY FORMS
A person who is not personally attending the general meeting may exercise their rights through a proxy with a written, signed and dated power of attorney. If the power of attorney is prepared by a legal person, a copy of the registration certificate or a corresponding document shall be appended to the power of attorney.
In order to facilitate the entrance to the general meeting, proxies, certificates of registration and other authorization documents should be received by the company on the address above (i.e.
Please note that a notice of attendance must also be given by a person who is attending by proxy. A submitted proxy form is not regarded as a notice of attendance.
The proxy forms are published on the company's website, www.bokusgruppen.com. The proxy form can be obtained at the company or by e-mail via bolagsstamma@bokusgruppen.com.
NUMBER OF SHARES AND VOTES
At the date of this notice, the total number of shares and votes in the company is 16,151,226.
SHAREHOLDERS' RIGHTS TO REQUEST INFORMATION
The board of directors and the managing director shall, if requested by a shareholder, inform the general meeting of circumstances that may affect the assessment of an item on the agenda of the general meeting, other circumstances that may affect the company or any subsidiary's financial position and the company's relation to other companies within the group, provided that the board of directors is of the opinion that such information can be shared without any material harm to the company.
PROPOSED AGENDA
1. Election of chairman of the meeting
2. Election of one or two persons to verify the minutes of the meeting
3. Preparation and approval of the voting list
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 as well as the consolidated financial statements and the auditor's report on the consolidated financial statements
7. Resolution on:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
b) allocation of the company's profit or loss in accordance with the adopted balance sheet
c) i-vi) discharge from liability for the members of the board of directors and the managing director
8. Determination of the number of members of the board of directors
9. Determination of the remuneration to the board of directors and auditor
10. i-viii) Election of the members of the board of directors and auditor
11. Resolution on nomination committee
12. Resolution on guidelines for remuneration to senior executives
13. Resolution on a warrant program in
14. Closing of the meeting
PROPOSED RESOLUTIONS
Item 1: Election of chairman of the meeting
It is proposed that the chairman of the board of directors
Item 7 b): Resolution on allocation of the company's profit or loss in accordance with the adopted balance sheet
The board of directors proposes that the general meeting resolves on a dividend to the shareholders of
It is proposed that the record date at
It is proposed that the record date at
Item 7 c): discharge from liability for the members of the board of directors and the managing director
The auditors recommend that the general meeting discharge the members of the board of directors and the managing director from liability for the financial year of 2022.
Resolutions on discharge from liability is proposed be made by individual resolutions in the following order:
i.
ii. Mattias Björk (member of the board of directors)
iii.
iv.
v. Jeanette Söderberg (member of the board of directors)
vi.
Item 8: Determination of the number of members of the board of directors
The nomination committee proposes that the general meeting resolves that the board of directors, for the time until the close of the next annual general meeting, shall comprise six members without deputies.
The nomination committee proposes that the general meeting resolves on remuneration to the board of directors, for the time until the next annual general meeting, as follows:
1.
2.
3.
The nomination committee proposes that the general meeting resolves that fees to the auditor be paid against approved account.
Item 10: Election of the members of the board of directors and auditor
The nomination committee proposes that the general meeting, for the time until the close of the next annual general meeting, resolves on the election of:
- Members of the board of directors:
i.
ii. Mattias Björk (re-election)
iii.
iv.
v. Jeanette Söderberg (re-election)
vi. Patrik Wahlén (election)
- Chairman of the board of directors:
vii.
- Auditor:
viii. Ernst & Young Aktiebolag (re-election)
Information regarding proposed members of the board of directors
Patrik Wahlén is proposed as new board member. Patrik Wahlén, born 1969, is chairman of the board of directors of
A presentation of the members of the board of directors that are proposed to be re-elected can be found on the company's website, www.bokusgruppen.com.
The independence of the proposed members of the board of directors
Considering the rules on board members' independence set out in the Swedish Corporate Governance Code, the nomination committee is of the opinion that five of the six proposed board members:
The nomination committee is of the opinion that Patrik Wahlén is independent in relation to the company and its senior management but that he is not independent in relation to the company's major shareholders as he himself is a major shareholder.
Item 11: Resolution on nomination committee
The nomination committee proposes that the instruction for the appointment of the members of the nomination committee which were adopted at the 2021 annual general meeting shall continue to apply until further notice.
The instruction for the appointment of the members of the nomination committee adopted at the 2021 annual general meeting is published on the company's website, www.bokusgruppen.com.
Item 12: Resolution on guidelines for remuneration to senior executives
The remuneration that has been paid, based on the guidelines for remuneration to the senior management adopted by the annual general meeting 2022 (the "Guidelines"), are disclosed in note 6 of the
There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2022.
The board of directors proposes that the Guidelines shall continue to apply until further notice (however, not later than until the 2027 annual general meeting).
The Guidelines are published on the company's website, www.bokusgruppen.com.
Item 13: Resolution on a warrant program in
The warrant program in short
The board of directors proposes that the general meeting resolves to adopt a warrant program under which the company invites certain key employees to subscribe for warrants in in the company. The right to subscribe for warrants shall be granted to
The purpose of the proposed warrant program is to create conditions for retaining and recruiting competent personnel to the company, increase the motivation amongst the participants, increase their loyalty to the company and align their interest with that of the company's shareholders as well as promote a personal shareholding, and thereby promote shareholder value and the company's long term-value creation capability. Since the warrants are partly subscribed for by the participants at market value and partly presupposes a positive share price development for the company, no performance criteria are set for exercise.
Resolution on an issue of warrants 2023/2026
The board of directors proposes that the general meeting resolves to issue warrants to be exercised in accordance with the terms and conditions set out below.
Number of warrants to be issued
No more than a maximum of 300,000 warrants shall be issued.
Right to subscription
The right to subscribe for warrants shall, with deviation from the shareholder's pre-emption rights, rest with the company's CFO and other notified senior executives.
The company's CFO is offered to subscribe for a maximum number of 100,000 warrants and the remaining participants are offered to subscribe for a maximum number of 50,000 warrants each.
Group | Number of participants | Participants | Warrants per person |
Group 1 | Up to 1 | CFO | No more than 100,000 |
Group 2 | Up to 4 | Senior executives | No more than 50,000 |
In connection with the subscription of warrants, the company shall reserve the right to repurchase warrants if the participant's employment with the company ceases or if the participant wishes to transfer warrants.
Reason for deviating from the shareholders' pre-emption rights
The reason for deviating from the shareholders' pre-emption rights is, by way of an warrant program, to create conditions for increasing the motivation amongst the participants, increase their loyalty to the company and align their interest with that of the company's shareholders as well as promote a personal shareholding, and thereby promote shareholder value and the company's long-term value creation capability.
Subscription and payment
The warrants shall be subscribed for on a separate subscription list no earlier than
Payment of the subscription price shall be made in cash payment to an account designated by the company no later than one week after the last day for subscription of the warrants.
Over-subscription
Over-subscription is not allowed.
Subscription price
The subscription price shall correspond to market price which shall be determined in accordance with the Black & Scholes valuation model. The valuation shall be performed by Svalner Skatt & Transaktion ("Svalner") based on the volume-weighted average price for
Terms and conditions for the warrants
(i) Each warrant shall entitle the holder to subscribe for one new share in
(ii) The subscription price for each new share shall be equal to 130 per cent of the volume-weighted average price of
(iii) The warrants may be exercised during the period
(iv) The new shares shall carry rights to dividends for the first time on the record day for dividends that occurs after subscription has been executed.
(v) The complete terms and conditions for the warrants will be available on the company's website, www.bokusgruppen.com, no later than
Increase of the share capital
The company's share capital may, upon exercise of all 300,000 warrants, increase by
Authorisation
The board of directors shall be authorised to extend the period for subscription and payment of the warrants. The board of directors shall be authorised to make such minor adjustments in the resolution that may be required in connection with the registration with the
Dilutive effect
If all 300,000 warrants 2023/2026 are exercised for subscription of 300,000 new shares, a dilution effect of approximately 1.8 per cent will occur (calculated on basis of the number of shares and share capital as of the date for this proposal).
Other share-related incentive programs
At the time of the general meeting,
Costs
The participants will subscribe for the warrants at market value, why the warrants will not entail any personnel costs for the company. The warrant program is only expected to cause certain limited costs for the company in the form of fees to external advisors and administration fees regarding the warrant program. Consequently, there are no hedging measures planned for the warrant program.
Impact on important key ratios
Preparation of the proposal
The warrant program has been prepared by the board of directors and was discussed at a board meeting in
Majority requirements
A valid resolution pursuant to this item 13 requires that the resolution is supported by at least nine tenths of the votes cast as well as the shares represented at the general meeting.
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PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the general meeting, see the privacy notice: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
DOCUMENTS
The complete proposals and other documents that shall be made available prior to the 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, www.bokusgruppen.com, no later than three weeks prior to the day of the general meeting as well as be sent free of charge to shareholders who so request and provide their postal address. The share register will also be held available at the company.
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The board of directors
Further information
For further information, please contact
The company is listed on Nasdaq First North Growth Market. The company's Certified Adviser is
Box 2100, SE-103 13
Lindhagensgatan 126, 5th floor, SE-112 51
Tel: +46 10 744 10 00
E-mail: info@bokusgruppen.com
Registration number: 559025-8637
https://news.cision.com/bokusgruppen-ab/r/notice-to-annual-general-meeting-2023,c3740240
https://mb.cision.com/Main/16431/3740240/1940080.pdf
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