The shareholders of
Information about measures due to the ongoing corona pandemic
In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the Annual General Meeting (the "AGM") is to be held only through postal voting in accordance with temporary legislation. This means that the AGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the AGM in the manner described below.
- RIGHT TO PARTICIPATE IN THE AGM
A person who wish to attend the AGM by postal voting must:
firstly, be listed as a shareholder in the share register prepared by
secondly, announce their intention to attend the AGM no later than Wednesday,
Nominee-registered shares
In order to be entitled to participate in the AGM, shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the AGM by submitting postal vote, request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by Monday,
Postal voting
The shareholders may exercise their voting rights at the AGM only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form is available on
The completed and signed voting form must be received by
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proxies
If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Form of proxy is available on
- AGENDA OF THE AGM
Proposal for agenda
- Election of Chairman of the Meeting.
- Election of person to approve the minutes of the Meeting.
- Preparation and approval of the list of shareholders entitled to vote at the Meeting.
- Approval of the agenda.
- Determination of whether the Meeting has been duly convened.
- Presentation of the annual report and the auditor's report, and the consolidated annual accounts and the group auditor's report.
- Resolution regarding the adoption of the profit and loss account and the balance sheet, and the consolidated profit and loss account and the consolidated balance sheet.
- Resolution regarding the allocation of the company's profit or loss in accordance with the adopted balance sheet.
- Resolution regarding discharge from liability towards the company in respect of the Board members and the Managing Director.
- Determination of the number of Board members and auditors.
- Determination of the remuneration to be paid to Board members and auditors.
- Election of Board members and auditors.
- Resolution on authorisation for the Board of Directors to resolve upon new issues of common shares
- Resolution on authorisation for the Board of Directors to resolve upon new issues of preference shares.
Proposals by the Nomination Committee (items 1 and 10-12)
The Nomination Committee, comprising the Chairman
Chairman of the Meeting: The lawyer
Board members: The number of Board members shall be five, without deputies. Re-election shall be made of the Board members
Board remuneration: Remuneration to the Chairman of the Board shall be paid by
Auditor and auditors' fee: The number of auditors shall be one without deputies. In accordance with the Audit Committee's recommendation, the registered audit firm Öhrlings
Election of person to approve the minutes of the Meeting (Item 2)
The Board of Directors proposes
Preparation and approval of the list of shareholders entitled to vote at the Meeting (Item 3)
The voting list proposed to be approved is the voting list prepared by
Resolution regarding the allocation of the company's profit in accordance with the adopted balance sheet (Item 8)
The Board of Directors proposes that no dividend is distributed and that the retained profits shall be carried forward to the new accounts.
Resolution on authorisation for the Board of Directors to resolve upon new issues of common shares (Item 13)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board to, within the scope set up by the articles of association, on one or several occasions, during the period until the next Annual General Meeting resolve on issues of common shares, with or without deviation from the shareholders' preferential right. Such resolution on issues can be made with provisions of subscription by contribution in kind, by set-off or against cash payment. The number of common shares issued based on the authorisation may not exceed 20 per cent of the registered share capital at the time of the resolution based on the authorisation. The purpose of the authorisation is to increase the company's financial flexibility and the reason for any deviation from the shareholders' preferential right is to enable to company to raise capital in a time efficient manner and/or to complement the shareholder base with investors of strategic significance for the company. Common shares, issued based on the authorisation, shall be issued on market terms. The Board of Directors shall be entitled to determine other terms for the issues. The Board of Directors, or a person appointed by the Board of Directors, shall be 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.
In order to be valid, the resolution requires approval of at least two thirds of the votes cast and the shares represented at the Annual General Meeting.
Resolution on authorisation for the Board of Directors to resolve upon new issues of preference shares (Item 14)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting resolve on a new issue of in total no more than 1,100,000 preference shares, with or without deviation from the shareholders' preferential right. Such resolution on issues can be made with provisions of subscription by contribution in kind, by set-off or against cash payment. The purpose of the authorisation, and the reason for any deviation from the shareholders' pre-emption right, is to enable to raise capital for the company's operations in a time-efficient manner. To the extent issue of shares is carried out with deviation from the pre-emption right of shareholders, the issue shall be made on market terms, taking into account any discount on market terms. The Board of Directors shall be entitled to determine other terms for the issues. The Board of Directors, or a person appointed by the Board of Directors, shall be 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.
In order to be valid, the resolution requires approval of at least two thirds of the votes cast and the shares represented at the Annual General Meeting.
C. NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and voting rights in the company is 128,419,253.
D. AVAILABLE DOCUMENTATION
The Annual Report and the auditor's report will at the latest be available for the shareholders at the company's office in
The Nomination Committee's full proposal and reasoned statement on the proposed Board of Directors and report on how the Nomination Committee has performed its tasks will be available on the company's website.
E. THE SHAREHOLDERS' RIGHT TO REQUIRE INFORMATION
The Board of Directors and the CEO shall, if requested by a shareholder and the Board of Directors considers that it can be done without material damage to the company, provide information regarding issues that may (i) affect the assessment of an item on the agenda, (ii) affect the assessment of the company's or a subsidiary's financial situation or (iii) concern the company's relation to another group company. A request for such information shall be made in writing to
F. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
https://news.cision.com/swedish-stirling/r/notice-of-annual-general-meeting-in-swedish-stirling-ab--publ-,c3527140
https://mb.cision.com/Main/14881/3527140/1550487.pdf
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