The shareholders of
Right to participate and notification to the Annual General Meeting
Any shareholder wishing to participate at the Annual General Meeting must:
(i) be entered in the share register maintained by
(ii) provide notice to
The notice must include the shareholder’s full name, personal identification number or corporate identification number, shareholding, address, telephone number daytime and when applicable, information regarding number of attendees (maximum 2). The notice shall, where applicable, be accompanied by power of attorney, registration certificate, and other authorization documents.
Nominee registered shares
To be entitled to participate at the Annual General Meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders' register maintained by
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting register
- Determination of whether the Annual General Meeting has been duly convened
- Approval of the agenda
- Presentation by the CEO
- Presentation of the annual report and the auditor's report
- Resolutions regarding
- Adoption of the income statement and balance sheet for the company and the group
- Allocation of the company's results according to the adopted balance sheet
- Discharge from liability for the directors, deputies, and the CEO
- Determination of the number of directors, deputies, and auditors
- Determination of the fees payable to the directors and the auditor
- Election of the Board of Directors
- Election of auditor
- Resolution regarding authorization for the Board of Directors to issue shares, warrants, and/or convertibles
- Closing of the meeting
Proposed resolutions
Nomination Committee’s proposed resolutions
In accordance with the principles adopted by the Annual General Meeting on
2. Election of chairman of the meeting
The Nomination Committee proposes lawyer (Sw. advokat) Eric Ehrencrona at MAQS Advokatbyrå or, in the event of an impediment, the person appointed by the Nomination Committee to be elected as the chairman of the Annual General Meeting.
10. Determination of the number of directors, deputies and auditors
The Nomination Committee proposes that the Board of Directors shall consist of five directors and one deputy director. Furthermore, it is proposed that the number of auditors is one.
11. Determination of the fees payable to the directors and the auditor
The Nomination Committee proposes that the fee for directors shall amount to a total of
It is furthermore proposed that fees to be paid to the auditor shall be according to invoice approved by the Company.
12. Election of the Board of Directors
The Nomination Committee proposes re-election of the directors: Torbjörn Gustafsson,
In addition, it is proposed to elect
It is noted that
It was further proposed to re-elect
Further information about the other proposed directors can be found on the Company’s website, www.gapwaves.com.
13. Election of auditor
The Nomination Committee proposes re-election of the registered audit firm Öhrlings
Proposed resolutions by the Board of Directors
9.b) Resolution on allocation of the Company’s results according to the adopted balance sheet
The Board of Directors proposed that all funds available to the Annual General Meeting be carried forward to new account.
14. Resolution regarding authorization for the Board of Directors to issue shares, convertibles and/or warrants.
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, until the next Annual General Meeting, on one or several occasions, with or without the preferential right of the shareholders, within the limited set out in the Articles of Associations, to resolve on new issues of shares, warrants and/or convertibles, with the right to subscribe for respectively convert to shares in the Company, corresponding to a maximum of 15 percent of the Company’s share capital as of the day of the Annual General Meeting, for payment in cash, through set-off or issue in kind. The reason the Board of Directors shall be able to resolve on issues without preferential right for the shareholders in accordance with the above is primarily for the purpose of procuring new capital to increase the Company’s flexibility or in connection with acquisitions and to be able to broaden the ownership base of the Company. If the Board of Directors deems it appropriate to enable delivery of shares in connection with an issue in accordance with the above, this can be done at a subscription price corresponding to the quotient value of the shares.
The Board of Directors, the CEO, or the person appointed by the Board of Directors, shall be authorized to make such minor amendments and clarifications of the resolution by the Annual General Meeting that may prove necessary in connection with registration of the resolutions.
Majority requirements
Resolution in accordance with clause 14 is valid only if supported by shareholders representing at least 2/3 of both the votes cast and the votes represented at the meeting.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice is 31, 146,299, of which 7,667,500 are A-shares with ten votes each and 23,478,799 are B-shares with one vote each, which corresponds to a total of 100,153,799 votes. The Company holds no own shares.
Other information
Copies of accounting documents and auditor reports, proxy forms, complete proposals for resolution, and other documentation will be available in accordance with the Swedish Companies Act, at the Company’s office on Nellickevägen 22, 412 63 Gothenburg and on the Company’s website, www.gapwaves.com, no later than three weeks three weeks prior to the Annual General Meeting, and will be forwarded to shares who request it and provide their e-mail or postal address.
Right to request information
The Shareholders are informed of their right according to Chapter 7, Section 32 of the Swedish Companies Act (2055:551) to request information from the Board of Directors and the CEO at the Annual General Meeting about conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company’s and the group’s financial situation.
Processing of personal data
For information about how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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The Board of Directors of
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