NOTICE OF EXTRAORDINARY GENERAL MEETING IN MAGLE CHEMOSWED HOLDING AB (PUBL)
22/11/2021
The shareholders of Magle Chemoswed Holding AB (publ) are invited to the Extraordinary General Meeting on Tuesday, 14 December 2021.
Due to the outbreak of the COVID-19 virus and in the interest of safety for Magle Chemoswed’s shareholders, the Extraordinary General Meeting will be held without physical presence. In order to reduce the risk of spreading the virus, the Extraordinary General Meeting is carried out through advance voting (postal voting) pursuant to temporary regulations. No meeting with the possibility to attend in person or to be presented by a proxy will take place.
Magle Chemoswed welcomes all shareholders to exercise their voting rights at the Extraordinary General Meeting through advance voting as described below. Information on the resolutions passed at the Extraordinary General Meeting will be published on 14 December 2021 as soon as the result of the advance voting has been finally confirmed. The shareholders may request in the advance voting form that a resolution on the matter in the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the Extraordinary General Meeting so resolves or if shareholders with at least one-tenth of all shares in the company so request.
Right to participate
Shareholders who wish to participate, through advance voting in the Extraordinary General Meeting must
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Monday 6 December 2021; and
- have notified its intention to participate no later than Monday 13 December 2021 by casting its advance vote in accordance with the instructions under the heading “Advance voting/Postal voting” below.
In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to notify its intention to participate in the Meeting, re-register such shares in their own name with Euroclear Sweden AB, so that the shareholder is entered in the share register as of Monday 6 December 2021. Such re-registration may be temporary and is requested with the nominee in accordance with the nominee’s routines at such time in advance as decided by the nominee. Re-registrations which have been made no later than Wednesday, 8 December 2021 will be taken into account in the production of the share register.
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 exceptions 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.maglechemoswed.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 Monday 13 December 2021. The form may be submitted via e-mail to stamman@maglechemoswed.com or by post to Magle Chemoswed, Agneslundsvägen 27, SE-212 15 Malmö. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to 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.
Proposed Agenda
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of person to verify the minutes
- The determination as to whether the Extraordinary General Meeting has been duly convened
- Determination of the number of members and deputy members of the Board of Directors
- (a) Election of, and (b) remuneration to, a new member of the Board of Directors
Proposed resolutions:
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, an 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: Determination of the number of members and deputy members of the Board of Directors
It is proposed that the Board of Directors continue to consist of six (6) members and one (1) deputy member.
Hans Henrik Lidgard, Mats Pettersson, Sven-Christer Nilsson, Joel Eklund and Malin Malmsjö remain as members of the Board of Directors and Julia Kamber remains as deputy member, with Hans Henrik Lidgard as chairman.
Item 7: (a) Election of, and (b) remuneration to, a new member of the Board of Directors
(a) Hedvig Lidgard Ström has notified the Board that she will resign in connection with the extraordinary general meeting; Therefore, it is proposed to elect Martin Lidgard as a new member of the Board of Directors until the end of the Annual General Meeting 2022.
(b) The Board of Directors further proposes that remuneration to the Board of Directors resolved at the annual general meeting 2021 shall be applied and distributed pro rata to the new member- Martin Lidgard.
A presentation of Martin Lidgard, who is proposed for a new election, is set out below.
Born: 1977.
Education:
- Master of Science in Engineering Physics, (Faculty of Engineering, Lund University;
- Business Administration and Entrepreneurship (Lund University);
- Certified Board Education (Friends of Executive).
Working experience:
- Founder and CEO-Arkatay Consulting AB (2001-2007);
- Founder and CEO-Tibet Server (2007-2012);
- Founder and CEO-Web Manuals (2012-).
Chairman of the Board:
- Web Manuals Sweden AB (2017-);
- Web Manuals Inc. (US, 2014-);
- Web Manuals Asia Pte. Ltd. (Singapore, 2018-);
- Stiftelsen Web Manuals Foundation (charity foundation, 2017-);
- Web Manuals Technologies AB (2018-);
- Swedish Aviation Group (vice chairman., 2012-2015).
Board member:
- Web Manuals International AB;
- Tibet Server AB;
- Arkatay Consulting AB, and etc.
OTHER INFORMATION
Number of shares and votes
The number of outstanding shares and votes in Magle Chemoswed Holding AB (publ) amounts to 10, 800,000 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, circumstances which may affect the assessment of the company’s or a subsidiary’s financial position, and the company’s relationship to other group companies and the group accounts. A request for such information shall be made via e-mail to stamman@maglechemoswed.com no later than on 4 December 2021. The information will be made available at the company and its website www.maglechemoswed.com on 9 December 2021 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 shareholders’ register for the meeting is 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.
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Malmö, November 2021
The Board of Directors of Magle Chemoswed Holding AB (publ)
