The shareholders of Magle Chemoswed Holding AB (publ) are invited to the Extraordinary General Meeting on Friday, 27 November 2020. In light of the corona virus, the meeting is held through advance voting pursuant to temporary regulations. Therefore, it will not be possible to attend the meeting in person or by proxy.
Right to participate
Shareholders who wish to participate through advance voting in the Extraordinary General Meeting must
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 19 November 2020. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting right registrations completed no later than the second business day following 19 November 2020, are considered when preparing the register of shareholders.
Advance Voting/Postal Voting
The shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary excemptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on Magle Chemoswed’s website www.maglegroup.com. The advance voting form is considered as the notification of participation to the meeting. The completed voting form must be received by the company no later than Thursday 26 November 2020. The form may be submitted via e-mail to firstname.lastname@example.org or by post to Magle Chemoswed, Agneslundsvägen 27, SE-212 15 Malmö, Sweden. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Item 1: Election of chairman of the meeting
The Board of Directors proposes that Hans Henrik Lidgard, the chairman of the Board, or if Hans Henrik Lidgard is prevented, the person assigned by the Board of Directors, is appointed as chairman of the meeting.
Item 2: Preparation and approval of the voting list
The voting list proposed for approval under item 2 on the agenda is the voting list prepared by the company, based on the shareholders’ register and advance votes received and verified by the person elected to verify the minutes.
Item 4: Election of person to verify the minutes
Megi Medzmariashvili, in-house legal counsel at Magle Chemoswed AB, is proposed as the person to verify the minutes, or if Megi Medzmariashvili is prevented, the person assigned by the Board of Directors. The assignment for the persons to approve the minutes includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the meeting.
Item 6: Approval of the Board of Directors’ share issue resolution
The Board of Directors proposes that the general meeting approves the Board’s resolution to increase the company’s share capital with not more than SEK 40,000 through the issue of not more than 800,000 new shares.
The shareholders of the company shall be entitled to subscribe for the new shares with pre-emptive rights, whereby 25 existing shares entitle to subscription for two new shares. Subscription can also be made without any pre-emptive rights, as set forth in the complete issue resolution.
The subscription price amounts to SEK 25 per share. The record date for the right to participate in the rights issue shall be 30 November 2020. Subscription for new shares shall be made during the period 1 – 15 December 2020. The last day for trading in the Magle Chemoswed share including the right to participate in the rights issue is 27 November 2020.
For further details and information of background to and reasons for the rights issue, refer to the company’s press release on 12 November 2020.
Number of shares and votes
The number of outstanding shares and votes in Magle Chemoswed Holding AB (publ) amounts to 10,000,000 at the date of the issue of this notice. The company holds no treasury shares.
Questions and shareholders’ right to request information
The Board of Directors and the CEO of the company shall, upon request by any shareholder and provided the Board of Directors is of the opinion that such can occur without material harm to the company, provide information regarding any circumstances which may affect the assessment of a matter on the agenda. A request for such information shall be made via e-mail to email@example.com no later than on 17 November 2020. The information will be made available at the company and its website www.maglegroup.com on 22 November 2020 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and provided its postal address.
Available documentation and proxy forms
The complete documentation for the meeting will be made available at the company and www.maglegroup.com, no later than two weeks before the meeting and will be sent free of charge to all shareholders who so request and provide their postal address. The register of shareholders for the meeting is also made available at the company. Proxy form for shareholders who wish to vote in advance by proxy is available on the company’s website 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 https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Magle Chemoswed Holding AB (publ)’s corporate registration number is 556913-4710 and its registered office is in Malmö, Sweden.
Malmö, November 2020
The Board of Directors of Magle Chemoswed Holding AB (publ)