The shareholders of Enequi AB, reg. no. 559142-7538, are hereby summoned to attend the annual general meeting on Wednesday, 30 June 2021. Due to the ongoing pandemic and pursuant to temporary statutory regulations, the annual general meeting will be held solely through advance voting (postal voting). There will be no annual general meeting with a possibility to be present personally or through a proxy. Information regarding resolutions adopted by the annual general meeting will be published on 30 June 2021 as soon as the result of the advance voting has been conclusively determined.
Right to participate and registration
Shareholders who wish to participate in the general meeting must
• be entered in the share register maintained by Euroclear Sweden AB on Monday 21 June 2021; and
• have provided the company with their advance voting not later than Tuesday, 29 June 2021, in accordance with the instruction set forth under the heading “Advance voting” below so that the advance voting reaches Enequi AB not later than that date.
A shareholder who has caused her or his shares to be nominee registered must, in order to participate at the meeting, cause the nominee to register the shares in her or his own name so that the shareholder is registered in the share register maintained Euroclear Sweden AB on the record date, 21 June 2021. Such registration may be temporary (so-called voting right registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee carry out such voting right registration. Voting right registration which a shareholder has requested in such time that the registration has been carried out by the relevant nominee not later than 23 June 2021 will be taken into account upon presentation of the share register.
Shareholders may exercise their voting rights at the annual general meeting solely by voting in advance, so-called postal voting, pursuant to section 22 of the Act (2020:198) on Temporary Exemptions to Facilitate the Implementation of Company and Association Meetings. A special form is used in the case of advance voting. The form is available on the company’s website, www.enequi.com. The completed and signed form must be received by Enequi AB not later than Tuesday, 29 June 2021. The completed and signed form must be sent to Enequi AB, Att: Mikael Lindgren, Kung Hans väg 3, 192 68 Sollentuna, or sent by email to email@example.com. State thereupon “Enequi AB– postal voting” in the subject matter. Shareholders may not combine advance voting with special instructions or conditions. If such occurs, the advance vote will be invalid in its entirety. Further instructions and conditions are stated in the form.
If a shareholder is to vote in advance through a proxy, a printed and dated power of attorney which is signed by the shareholder must be attached to the form. The power of attorney may not be more than one year old, unless a longer validity period (however, not longer than five years) has been stated in the power of attorney. If the power of attorney has been issued by a legal person, a current certificate of registration or equivalent authorisation document for the legal person must also be attached. Power of attorney forms are available on the company’s website www.enequi.com and will be sent by post to shareholders who contact the company and state their address.
Number of shares and votes
As of the date of this invitation to attend, there are 1,525,382 shares in the company. The company holds no shares in treasury.
- Election of a chairman of the meeting.
- Preparation and approval of a voting register.
- Election of one or two persons to attest the minutes.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor’s report.
a) Regarding adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
b) Regarding appropriation of the company’s profit/loss in accordance with the adopted balance sheet.
c) Regarding discharge from liability for the directors and CEO.
- Determination of the number of directors and alternate directors as well as auditor and alternate auditor.
- Determination of fees for the board of directors and auditors.
- Election of directors and alternate directors as well as auditor and alternate auditor or registered firm of accountants.
- Resolution regarding issuance of subscription warrants.
- Closure of the meeting.
Proposed resolutions in brief:
Election of a chairman of the meeting (item 1)
The board proposes that board chairman Lars Fredriksson be appointed as chairman to preside over the annual general meeting or, if he is impeded from doing so, the person designated instead by the board.
Preparation and approval of voting register (item 2)
The voting register proposed for approval is the voting register prepared by the company, based on the general meeting share register and received advance votes, and verified by the person/persons attesting the minutes.
Election of one or two persons to attest the minutes (item 3)
The board proposes that Patrik Walldov or, if he is impeded, the person designated instead by the board, shall attest the minutes. Such person’s task also includes verifying the voting register and that received advance votes have been correctly reproduced in the minutes of the general meeting.
Resolution regarding appropriation of the company’s profit/loss in accordance with the adopted balance sheet (item 7b)
The board proposes that the annual general meeting appropriate the company’s profit/loss in accordance with the proposal of the board of directors in the annual report. The board further proposes that no dividend be issued for the 2020 financial year.
Determination of the number of directors and alternate directors as well as auditor and alternate auditor (item 8)
The board has given notice that it proposes that the board shall comprise five directors. The board has further proposed that one auditor be appointed.
Determination of fees for the board of directors and auditors (item 9)
The board has given notice that they propose that board fees be paid in the amount of SEK 100,000 to the chairman of the board and SEK 70,000 to the directors who do not receive salary or other remuneration from the company. The board has also proposed that fees to the auditor be paid in accordance with approved invoice in accordance with customary debiting principles.
Election of directors and alternate directors as well as auditor and alternate director or a registered firm of accountants (item 10)
The board has given notice that they propose that Lars Fredriksson, Johan Forssell, Jesper Hagstedt and Tobias Emanuelsson be re-elected as ordinary directors and that Maria Björholt be newly elected as a director. It is proposed that Lars Fredriksson be re-elected as chairman of the board.
The board has further proposed the re-election of RSM Stockholm AB as the company’s auditor until the close of the annual general meeting held for the next financial year. RSM Stockholm AB has given notice that, if elected, authorised public accountant Anneli Richardson will be appointed as auditor-in-charge.
Resolution regarding issuance of subscription warrants (item 11)
The board proposes the establishment of an incentive programme through the issuance of subscription warrants destined for certain employees of the Company. The terms and conditions below shall apply to the issuance of the subscription warrants. Otherwise, the terms and conditions set forth in Appendix A shall also apply to the subscription warrants.
• Issuance shall take place of not more than 40,930 subscription warrants.
• Disapplying the pre-emption rights of the shareholders, the right to subscribe for subscription warrants shall vest in the following employees of the Company:
The board shall be entitled to decide who/which employees shall be entitled to subscribe for the excess 4,548 subscription warrants that are not allotted to a designated person in accordance with the table above.
• Subscription for subscription warrants shall take place not later than 31 July 2021. The board shall be entitled to extend the subscription period.
• The subscription price for the subscription warrants shall be SEK 12.90 per subscription warrant, which corresponds to the market value of the subscription warrant on 22 April 2021 in accordance with a valuation carried out applying the accepted valuation model (Black & Scholes). Payment for the subscribed subscription warrants shall take place within four weeks of subscription.
• Each subscription warrant carries an entitlement, during the period commencing 1 August 2022 up to and including 31 July 2024, to subscribe for one new share in the Company at a subscription price of SEK 350. The surplus price shall be transferred to the unrestricted share premium reserve.
• It shall be possible to increase the share capital by not more than SEK 20,465.00 upon exercise of all subscription warrants.
Teckningsberättigad:Befattning:Antal teckningsoptioner:PremieHåkan SvärdCEO9 096117 338Staffan SjöstedtVD Gycom Industry Nordic9 094117 313Mikael LindgrenCFO4 54858 669Julia EriksonCMO4 54858 669Vladimir VujicCTO4 54858 669NNTBD4 54858 669Mats LarssonProdukt- & kvalitetschef4 54858 669Totalt:40 930527 997
• Shares issued following subscription carry an entitlement to dividends for the first time at the time of payment decided upon by the general meeting (or, following authorisation by the general meeting, the board), and which occurs first after subscription has been effected. If the Company is a company with dematerialised shares at the time of a resolution regarding a dividend, shares issued pursuant to subscription shall carry entitlement to dividend for the first time on the record date for dividends that occurs first after subscription has been effected.
• The subscription price for subscription of shares pursuant to subscription warrants and the number of shares to which each subscription warrant carries an entitlement to subscribe may be subject to adjustment in accordance with the provisions of section 8 of the terms and conditions for the subscription warrants set forth in Appendix A.
• Reasons for the disapplying the shareholders’ pre-emption rights are that, in the board’s opinion, it is important for the Company, and in the interests of both the Company and shareholders, to be able to offer those entitled to subscribe a possibility to share in the Company’s future growth in value. In order to facilitate this, those persons entitled to subscribe shall be entitled to subscribe for subscription warrants in the Company notwithstanding the shareholders’ pre-emption rights.
The board, or the person appointed by the board, is authorised to effect such minor adjustments to the resolution as may prove to be necessary in connection with registration of the resolution at the Swedish Companies Registration Office.
Personal data which derives from postal vote forms as well as data regarding representatives, proxies and assistants will be used for registration, preparation of the voting register for the meeting and, where appropriate, minutes of the meeting.
The annual report and auditor’s report for the company as well as the complete proposed resolutions will be available at the company’s office located at Kung Hans väg 3, 192 68 Sollentuna and on the company’s website, www.enequi.com, not later than three weeks prior to the annual general meeting and will be sent to shareholders who so request and state their mailing address. All of the above mentioned documents will be available at the meeting by being made available on the company’s website in accordance with the above.
Shareholders are entitled to present a written request for information pursuant to Chapter 7, section 32 of the Swedish Companies Act (2005:551). A request for such information shall be made in writing to Enequi AB, Att: Mikael Lindgren, Kung Hans väg 3, 192 68 Sollentuna, or by email to firstname.lastname@example.org, not later than 20 June 2021. The information will be available at Enequi AB, Kung Hans väg 3, 192 68 Sollentuna and on www.enequi.com not later than 25 June 2021. The information will also be sent within the same period of time to the shareholders who have so requested and provided their address.
Sollentuna, June 2021
THE BOARD OF DIRECTORS