The shareholders of
Right to participate
Shareholders who wish to participate in the AGM must:
(i) be entered in the register of shareholders maintained by
(ii) No later than
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.maglegroup.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the AGM, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than
Nominee-registered shares
In order to be entitled to participate in the meeting shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the meeting, request that their shares be registered in their own name, so the shareholder is entered into the register of shareholders by
Proposed agenda
- Opening of the Annual General Meeting
- Election of Chairman of the General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- The determination as to whether the general meeting has been duly convened
- Presentation of the Annual Report and the Auditor's Report for the Company, as well as consolidated accounts and consolidated audit report
- Resolutions regarding:
- adoption of the income statement and the balance sheet, and consolidated income statement and consolidated balance sheet
- allocation of the Company’s profit and loss in accordance with the adopted balance sheet
- discharge from liability of the board members and the managing director
- Determination of the number of board members and auditors
- Determination of remuneration to be paid to the board members and auditors
- Election of board members, chairman of the Board of Directors and auditors
- Resolution on issue authorization for the Board of Directors
- Resolution regarding the Term Loan Facilities
- Closing of the Annual General Meeting
Proposed resolutions:
Item 2: Election of chairman of the meeting:
The Board of Directors proposes that
Item 8 (b): Resolution regarding allocation of the Company’s profit and loss in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend should be paid for the financial year 2023 and that the year's result shall be carried forward.
It is proposed that the Board of Directors shall consist of five (5) board members appointed by the General Meeting and that no deputy director shall be appointed by the general meeting. It is proposed that one auditor and no deputy auditor shall be appointed.
Item 10: Determination of remuneration to be paid to the board members and auditors
It is proposed that remuneration for each board member appointed by the general meeting that are not employed by the group shall amount to
It is also proposed that the Company's auditor shall be paid in accordance with the approved account.
Item 11: Election of board members, chairman of the Board of Directors and auditors
It is proposed that
It is also proposed to re-elect
Furthermore, it is proposed that
Item 12: Resolution on issue authorization for the Board of Directors
The Board of Directors proposes that the AGM authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting and within the limits of the articles of association, resolve to increase the Company's share capital through the issue of shares, warrants and/or convertibles. The Board of Directors shall be able to resolve the issue of shares, warrants and/or convertibles with or without deviation from the shareholders' pre-emptive rights and/or with or without provisions concerning payment in kind, set-off, or other provisions specified in Chapter 13, Section 5, first paragraph, 6, Chapter 14, Section 5, first paragraph, 6, and Chapter 15, Section 5, first paragraph, 4, of the Swedish Companies Act.
Issuance in accordance with this authorization shall be on market terms, subject to a market discount where applicable. The Board of Directors shall have the right to determine the terms and conditions for issues in accordance with this authorization and who shall have the right to subscribe for the shares, warrants and/or convertibles. The reason for why the Board of Directors should be able to resolve on an issue with deviation from the shareholder's pre-emptive rights and/or with provisions concerning payment in kind, set-off, or other provisions is (i) that the Company should be able to issue shares, warrants and/or convertibles in connection with the acquisition of companies or operations, as well as (ii) being able to carry out directed issues with the aim of acquiring capital for the Company.
The CEO or whoever the Board of Directors appoints is proposed to be authorized to make the minor adjustments in this resolution that may be necessary for connection with registration with the Swedish Companies Registration Office and with
For a valid resolution in accordance with the Board of Directors' proposal, the resolution must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the AGM.
Item 13: Resolution regarding the Term Loan Facilities
Certain transactions between related parties shall, according to the so-called related party transaction rules (issued by the
Background and rationale
The Company has a need for Term Loan Facilities to enable potential acquisitions and cover ongoing costs in the business.
Description of the Term Loan Facilities
The Term Loan Facilities amount to a total of
The Board of Directors considers that the terms of the Term Loan Facilities are in line with market conditions and that the agreements for the Term Loan Facilities otherwise contain customary terms and conditions.
Related party transactions
As
As
According to the related party transaction rules (issued by the
Proposals for resolutions
The Board of Directors proposes that the Annual General Meeting approves the Term Loan Facilities with the Lenders.
Majority requirement
A valid resolution requires that the resolution be supported by shareholders representing more than half of the votes cast at the meeting. Shares held by Lenders or related parties to the Lenders shall not be taken into account.
OTHER INFORMATION
Number of shares and votes in
Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the AGM, obtain information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Available documentation and proxy forms
The complete documentation for the meeting will be made available at the Company and at www.maglegroup.com three weeks before the AGM and will be sent free of charge to all shareholders who so request and provide their postal address.
Processing of personal data
For information about the processing of your personal data, it is referred to the privacy notice available at Euroclear’s webpage.
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Malmö,March 2024
The Board of Directors ofMagle Chemoswed Holding AB (publ)
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