ANNUAL GENERAL MEETING 2024

The AGM of Metacon AB (publ) will be held on June 12, 2024

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), reg. no. 556724-1616 (the ”Company”), are hereby given notice to attend the Annual General Meeting to be held on 12 June 2024, at 14:00 CEST at Advokatfirman Schjødt at Hamngatan 27 in Stockholm. Registration for the meeting begins at 13:30. CEST.

Right to participate in the general meeting

Shareholders wishing to attend the Annual General Meeting in person or through a proxy must be recorded in the register of shareholders kept by Euroclear Sweden AB on 3 June 2024. Shareholders who intend to attend the Annual General Meeting are requested to inform the Company of their intention to participate at the meeting no later than on 5 June 2024 by mail to Metacon AB (publ), ”AGM”, Drottninggatan 1B, 753 10 Uppsala, Sweden, or by e-mail to agm@metacon.com, or by telephone to +46 703 620 600. When giving notice of participation, the shareholder shall state their name, personal identification number or company registration number, telephone number and the number of shares represented.

Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration for the legal entity, which demonstrates the authority to issue the power of attorney, must be attached. The original power of attorney and, if applicable, the registration certificate, should be sent to Metacon AB (publ), ”AGM”, Drottninggatan 1B, SE-753 10 Uppsala, Sweden, well in advance prior to the meeting. The power of attorney may not be older than one year unless a longer validity period is specified in the power of attorney (up to five years). For shareholders wishing to participate through a proxy, the Company provides a proxy form on the Company’s website. https://www.metacon.se/sv/bolagsstamma-2024.

Shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to giving notice of attendance, request that their shares are temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so-called voting rights registration), in order to be entitled to participate in the Annual General Meeting. The Annual General Metting share register per the record date on 3 June 2024 will take into account voting rights registrations completed no later than on 5 June 2024. This means that the shareholder must, well in advance of this date, request that the nominee carries out such voting rights registration.

Questions to the Board of Directors and the CEO can be sent by e-mail to fragor@metacon.com or through the contact form on the Company’s website https://www.metacon.se/sv/bolagsstamma-2024 no later than on 5 June 2024.

Proposed agenda

  1. Election of Chairman of the Annual General Meeting
  2. Preparation and approval of the voting list
  3. Election of one or two persons to verify the minutes
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report on the consolidated financial statements
  7. Speech by the CEO
  8. Resolutions regarding:
  9. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
  10. appropriation of the company’s profit or loss in accordance with the adopted balance sheet
  11. discharge from liability for the Board of Directors and the CEO
  12. Determination of the number of members of the Board of Directors and deputy members of the Board of Directors and the number of auditors and deputy auditors
  13. Determination of fees to be paid to the Board of Directors and the auditors
  14. Election of members of the Board of Directors and deputies and of auditor and deputy auditor (if any)
  15. Resolution on principles to appoint the Nomination Committee 2025
  16. Resolution on amendment of the Articles of Association
  17. Resolution regarding authorization for the Board to resolve upon issuances
  18. Closing of the Annual General Meeting

Proposed resolutions

Item 1
The Nomination Committee proposes that Ingemar Andersson shall be elected Chairman of the Meeting.

Item 8b)
The Board of Directors proposes that no dividend is to be paid for the financial year 2023 and that the available funds shall be capitalized in a new account.

Item 9
The Nomination Committee proposes five Board members and no deputies, as well as one auditor and one deputy auditor.

Item 10
The Nomination Committee proposes that an annual board renumeration of SEK 280,000 shall be paid to the Chairman of the Board and SEK 140,000 to each other Board member. The renumeration to the auditors is proposed to be paid in accordance with approved invoices.

Item 11
The Nomination Committee proposes re-election of the following Board members: Ingemar Andersson, Christer Nygren, Mats W Lundberg, Thomas Nygren and Marie Brodin. The Nomination Committee proposes that Ingemar Andersson is to be re-elected as Chairman of the Board. The Nomination Committee further proposes that auditor Tomas Nöjd is re-elected and Camilla Beijron that deputy auditor is re-elected.

Item 12
The Nomination Committee shall consist of three members. The Company’s two largest shareholders in terms of voting rights, in accordance with the Company’s share register maintained by Euroclear Sweden AB as of 31 December, shall each appoint a member of the Nomination Committee. In addition, the Chairman of the Board of Directors is a member of the Nomination Committee. If any of the two largest shareholders waives their right to appoint their representative to the Nomination Committee, the shareholder who is subsequently the next largest shareholder in terms of votes shall appoint a representative, and so on. The Chairman of the Nomination Committee shall be the member representing the largest shareholder in terms of voting rights, unless the members agree otherwise. The term of office extends until a new Nomination Committee has been appointed. In the event that 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 know where such networks are available, in order to find suitable members for the Board. The tasks of the Nomination Committee are as follows:

  • To evaluate the composition and work of the Board of Directors
  • To submit proposals for the Annual General Meeting on Board members and Chairman of the Board
  • To submit proposals on an auditor and deputy auditor, if any
  • To propose fees to the Chairman and members of the Board of Directors, as well as fees to the auditor
  • To propose a Chairman of the Annual General Meeting
  • To prepare proposals for principles for the appointment of a future Nomination Committee
  • To perform any other duties in accordance with the Swedish Corporate Governance Code

The composition of the Nomination Committee shall be announced no later than 1 March. Fees shall not be paid to the members of the Nomination Committee, but they shall be entitled to compensation for reasonable, incurred costs in connection with the work of the Nomination Committee. This instruction for the Nomination Committee is valid until the Annual General Meeting resolves to amend it.

Item 13
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association as follows.

  • 1 of the Articles of Association is proposed to be amended as follows.

The company’s name is Metacon AB (publ).

  • 2 of the Articles of Association is proposed to be amended as follows.

The registered office of the company’s Board of Directors shall be in the municipality of Uppsala.

The company shall be able to hold general meetings in Uppsala and Stockholm.

  • 3 of the Articles of Association is proposed to be amended as follows.

The company shall, directly and indirectly through subsidiaries, own and manage real estate and movable property, conduct activities with development, manufacturing, maintenance, and sales of equipment in the energy sector and provide services in connection with these activities, as well as conduct activities compatible therewith.

  • 8 of the Articles of Association is proposed to be amended as follows.

Notice of General Meetings shall be made by announcement in the Swedish Official Gazette (sv. Post- och Inrikes Tidningar) and on the company’s website. An announcement that notice has been issued shall be published in Dagens industri. Notice of anAnnual General Meeting and notice of an Extraordinary General Meeting at which amendments to the Articles of Association will be addressed shall be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice of other Extraordinary General Meetings shall be issued no earlier than six weeks and no later than two weeks before the meeting.

Further, the Board of Directors proposes some minor editorial changes and that the Board of Directors shall be authorized to make the minor adjustments to the above resolution that may prove to be necessary in connection with the registration of the Articles of Association with the Swedish Companies Registration Office. In order for the resolution under this item 13 to be valid, it must be supported by shareholders representing at least two-thirds of the votes cast as well as the shares represented at meeting.

Item 14
The Board of Directors proposes that the Annual General Meeting resolves to, during the period until the next Annual General Meeting, authorize the Board of Directors to, on one or several occasions, resolve to issue shares, warrants and/or convertibles. The authorization shall include the right to deviate from the shareholders’ preferential rights and the right to resolve on issues to be paid by way of cash consideration, non-cash consideration or by way of set-off. The Company’s share capital and the number of shares may, by virtue of the authorization, increase by a maximum amount and number of shares, respectively, that falls within the limits of the Articles of Association. The proposal in its entirety forms part of the notice. The Board of Directors’ reason for deviating from the shareholders’ preferential rights is to be able to secure the Company’s need for capital in the event of an expansion and to be able to carry out strategic acquisitions. The Board of Directors is of the opinion that it may be necessary to carry out new share issues to both existing and new investors.

The Board of Directors shall, immediately after the resolution on authorization, ensure that the resolution is registered with the Swedish Companies Registration Office. Prior to registration, the Board of Directors may not decide on a new share issue. The Board of Directors, the CEO, or a person appointed by the Board of Directors, shall have the right to make such minor adjustments to the resolution that may be required in connection with the registration thereof.

Provision of documents

Complete proposals, financial statements and the auditor’s report will be available at the Company’s office and on the Company’s website no later than three weeks prior to the Annual General Meeting. The documents will also be sent free of charge to shareholders who so request and provide their postal address or e-mail address.

This notice is an unofficial translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Shareholders’ right to request information

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the Annual General Meeting regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s financial situation. The duty to provide information also applies to the Company’s relationship to other group companies and the consolidated financial statements, as well as such circumstances regarding subsidiaries as referred to in the first paragraph.

Processing of personal data

For information on how the Company processes your personal data, please refer to the privacy policy available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Örebro in May 2024
Metacon AB (publ)
The Board of Directors

MEETING MATERIALS

CONTACT FORM