The English text is an unofficial translation. In case of any discrepancies between the Swedish language version of this document and the English translation, the Swedish language version shall prevail.
The shareholders in Metacon AB (publ), 556724-1616, are hereby invited to the annual general meeting to be held at the University of Örebro, Sweden, on Wednesday 8 June 2022 at 14:00 CEST. Registration from 13:00 hours CEST.
Right to participate
Shareholders wishing to attend the annual general meeting in person or through a proxy must:
- both be recorded in the register of shareholders kept by Euroclear Sweden AB on
May 30, 2022; and
- notify the Сompany of their intention to participate no later than June 2, 2022 by mail to Metacon AB, Tomtebogatan 2, 703 43 Örebro, Sweden, by email to email@example.com, or per telephone to +46 76 0575002. When giving notice of participation, the shareholder shall state name, personal identification number or company registration number, telephone number and number of shares represented.
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. For shareholders wishing to participate through a proxy, the Company provides a proxy form on the Company´s website https://www.metacon.se/agm-2022.
Shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so called voting right registration) in order to be entitled to participate at the Annual General Meeting. Shareholders concerned must, in accordance with each nominee´s routines, request that the nominee makes such voting right registration well in advance of the record date May 30, 2022.
Questions to the board of directors and the CEO can be sent by email to firstname.lastname@example.org or by the contact form on the Company’s website https://www.metacon.se/agm-2022 no later than Thursday June 2, 2022.
- Election of Chairman of the Annual General Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination as to whether the Annual General Meeting has been duly convened.
- Approval of the agenda.
- Presentation of the annual report and the audit report.
- Speech by the CEO.
- Resolutions regarding:
a) Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
b) Appropriation of the Company´s profit pursuant to the adopted balance sheet
c) Discharge from liability for the Board members and the CEO
- Determination of the number of Board members and auditors and deputy auditors.
- Determination of fees to the Board members and to the auditors.
- Election of:
a) Members of the Board and of the Chairman of the Board
b) Auditors and deputy auditors
- Resolutions regarding the Nomination Committee 2023
- Resolutions regarding authorization for the Board to resolve upon issues of shares.
- Other matters, which arrive at the meeting in accordance with the Swedish Companies Act (2005:551) or the Articles of Association.
- Closing of the Annual General Meeting.
The Board of Directors´ proposed resolutions
The Nomination Committee proposes that Ingemar Andersson be elected Chairman of the Meeting.
The Board proposes that no dividend be paid for the financial year 2021-01-01 – 2021-12-31.
The Board of Directors and the CEO propose that available profits, 308 828 840 SEK, be capitalized in a new account.
The Nomination Committee proposes five Board members and no deputies, as well as one auditor and deputy auditor.
The Nomination Committee proposes that an annual Board fee of 250,000 SEK be paid to the Chairman of the Board and 125,000 SEK each to other members. Fees to auditors are proposed to be paid according to an approved invoice.
Re-election of the following Board members is proposed: Ingemar Andersson, Christer Nygren, Mats W Lundberg, Thomas Nygren and Marie Brodin. It is proposed that Ingemar Andersson be re-elected Chairman of the Board. Re-election of auditor Tomas Nöjd and deputy auditor Camilla Beijron are proposed.
The Nomination Committee shall consist of three members. Each of the company’s largest shareholders in terms of number of votes, in accordance with the company’s share register maintained by Euroclear Sweden AB as of 31 December, each appoints a member of the Nomination Committee.
If any of these waives their right to appoint their representative to the Nomination Committee, the shareholder who is subsequently the largest shareholder in terms of number of votes shall appoint a representative, and so on. The Nomination Committee appoints a chairman (convener).
The term of office extends until a new Nomination Committee has been appointed. In cases where an already appointed member resigns from the Nomination Committee, the shareholder who appointed the resigning member shall appoint a replacement. The Nomination Committee shall seek to find members whose competence and interest is to realize the company’s visions and goals. Therefore, the members of the Nomination Committee should possess networks, or alternatively know where such networks are available, in order to find suitable members for the Board. The Nomination Committee’s tasks are as follows:
- To evaluate the composition and work of the Board
- To submit proposals for the Annual General Meeting on Board members and the Chairman of the Board
- To submit proposals on an auditor and any deputy auditors
- To propose fees to the Chairman and Members of the Board, as well as fees to the auditor.
- To propose the Chairman of the Annual General Meeting
- To prepare proposals for principles for the appointment of a future Nomination Committee
- To fulfill any other tasks in accordance with the Swedish Code of Corporate Governance
The composition of the Nomination Committee must be announced no later than 1 February. Fees shall not be paid to the members of the Nomination Committee, but these shall be entitled to compensation for reasonable, incurred costs in connection with the work of the Nomination Committee.
The Board of Directors proposes that the Annual General Meeting resolves to, until the next Annual General Meeting, authorize the Board of Directors to, on one or more occasions, decide on the issue of shares, warrants and/or convertibles. The authorization shall include the right to deviate from the shareholders’ preferential right to subscription and the right to decide on an issue that is paid through the addition of cash, non-cash contributions or through the right of set-off. The company’s share capital and the number of shares may, with the support of the authorization, be increased by a maximum of an amount or number that falls within the limits of the Articles of Association. The proposed resolution in its entirety forms part of the notice. The Board’s reasons for the possibility of deviating from the shareholders’ preferential rights are to be able to secure the company’s capital needs in the event of an expansion and to be able to carry out strategic acquisitions. The Board’s view is that it may be relevant to carry out a new issue/s to both existing and new investors.
The Board shall, immediately after the decision on authorization, ensure that the decision is notified for registration with the Swedish Companies Registration Office. Prior to registration, the board may not decide on a new share issue. The Board of Directors, the CEO, or the person appointed by the Board of Directors shall have the right to make the minor adjustments to the decision that may prove necessary in connection with registration thereof.
Provision of documents
Complete proposals for resolutions, accounting documents and the auditor’s report will be available at the company’s offices and on the company’s website no later than three weeks before the annual general meeting. The documents are also sent free of charge to the shareholders who request it and who provide their postal address or e-mail address.
Shareholders’ right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that this can be done without significant damage to the company, provide the Annual General Meeting with information on matters that may affect the assessment of a matter on the agenda and circumstances that may affect the Company’s assessment of financial situation. The disclosure obligation also refers to the Company’s relationship with another Group company and the consolidated accounts, as well as such matters regarding subsidiaries as are referred to in the first paragraph.
Processing of personal data
Örebro on 3 May 2022
Metacon AB (Publ)