Dear shareholders of Enequi AB (publ), 559142-7538, you are hereby convened to an Extraordinary General Meeting on Tuesday, 15 March 2022 at 10:00 a.m. at the company’s head office, Kung Hans väg 3 in Sollentuna, Sweden.
Right to participate and registration
- be entered in the share register maintained by Euroclear Sweden AB no later than Monday, 7 March 2022, and
- notify the company no later than Monday, 7 March 2022 in writing to Enequi AB, Att: Mikael Lindgren, Kung Hans väg 3, 192 68 Sollentuna, Sweden or sent by email to mikael.lindgren@enequi.com. The notification must state the full name, personal or company number, address, phone number and, where applicable, the name of a representative or assistant (maximum 2).
Nominee-registered shares
In order to be entitled to participate in the Extraordinary General Meeting, a shareholder who has had his shares registered in a nominee account, through a bank or other nominee, must, in addition to registering for the meeting, have the shares registered in his own name so that the shareholder is entered in the share register on Monday, March 7, 2022. temporary (so-called voting rights registration) and is requested from the nominee according to the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made no later than Wednesday, March 9, 2022 are taken into account in the presentation of the share register.
Proxies, etc.
If shareholders are to be represented by proxy, the proxy must bring a written, dated and signed proxy form to the meeting. The proxy form may not be more than one year old, unless a longer validity period (however, not longer than five years) has been stated in the proxy. If the proxy is issued by a legal entity, the representative must also carry the current certificate of registration or equivalent document of authority for the legal entity. To facilitate registration, a copy of the proxy and other authorization documents should be attached to the notification to the meeting. Proxy 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
The number of outstanding shares and votes in the Company at the date of this notice is 1,622,411. The company holds no shares in treasury.
Proposed agenda:
- Opening of the meeting
- Election of the Chairman of the Meeting
- Election of one or two persons to attest the minutes
- Preparation and approval of voting register
- Approval of agenda
- Determination of whether the meeting has been duly convened
- Resolution to authorize the Board of Directors to decide on a share issue
- Resolution on changes to board members and alternate board members
- Resolution on board fees
- Closure of the meeting.
Proposed resolutions in brief:
Election of a chairman of the meeting (item 2)
The Board of Directors proposes that Lars Fredriksson, Chairman of the Board, be elected as Chairman of the Meeting.
Election of one or two persons to attest the minutes (item 3)
The Board of Directors proposes that a person be elected to attest the minutes of the General Meeting.
Resolution to authorize the Board of Directors to decide on a share issue (item 7)
The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors, during the period until the next Annual General Meeting, to be able to decide on the issue of shares, applying or disapplying the shareholders’ preemption rights. The authorization shall be exercisable on one or more occasions and the Board of Directors shall be entitled to decide on the detailed terms and conditions of the issue on each occasion. In order not to disadvantage existing shareholders, the authorization requires that the price per newly issued share is at least SEK 197. It shall be possible for the issue to be made in exchange for payment in cash and/or with provision for payment in kind or set-off or for subscription to be made on other terms.
The new issue decided by virtue of the authorization will be made primarily to enable a European market launch, provide the company with working capital and capital for product development. If the Board of Directors decides on a new issue disapplying the shareholders’ preemption rights, the reason shall be to provide the company with capital for a European market launch, working capital, capital for product development and/or new owners of strategic importance to the company and/or acquisitions of other companies or businesses. A valid resolution must be supported by shareholders representing at least two-thirds of the votes cast and of the shares represented at the Extraordinary General Meeting.
Resolution on change of board members and alternate board members (item 8)
Shareholders representing approximately 63.2 percent of the company’s votes have proposed that the Board of Directors be increased from five to six members and that Henrik Resmark and Stephan Roth be newly elected as ordinary members of the Board of Directors and that Per Ljungberg be elected as alternate member of the Board of Directors. Tobias Emanuelsson is resigning in connection with this as a member of the board, the other members of the board remain.
Henrik Resmark, born 1969. International Economics from Lund University. CFO of QleanAir since 2013 (listed in 2019), has been CFO of two companies owned by Investor, one biotech and one media company. Five years in investment banking at Aros Securities (project manager in IPO, capital acquisition and M&A). Strategy consultant and financial analyst at Booz Allen & Hamilton. Controller at Midway Holding. Board member of Drupps AB.
Stephan Roth, born 1976. Stockholm School of Economics. Stephan has more than 21 years of experience as an investor and strategic advisor.
Per Ljungberg, born 1957. High school diploma in Mechanical Engineering and MSc in Economics from Stockholm School of Economics. Sales engineer at Ericsson and responsible for Investor Relations at ASEA/ABB. CEO of ABB’s asset management company in Sweden and for the last 20 years in various positions within Lancelot Asset Management, where he is still a partner. However, since 2020, he is no longer in an operational position at Lancelot, but is active in investing and supporting a number of promising Swedish companies in strong growth. Board member of AMF Tjänstepension AB.
Resolution on board fees (item 9)
Shareholders representing approximately 63.2 per cent of the votes in the company have announced that they propose that a board fee of SEK 20,000 be payable to each of the newly appointed board members and that no board fee shall be paid to the alternate board member.
Personal data
Personal data obtained from the share register kept by Euroclear Sweden AB, notification of participation in the meeting and information on proxies, representatives and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.
Miscellaneous
Documents pursuant to the Swedish Companies Act (2005:551) as well as complete proposals for resolutions will be available at the company’s office, Kung Hans väg 3 in Sollentuna, Sweden, and on the company’s website (www.enequi.com), no later than two weeks before the meeting and will be sent to shareholders who request it and provide their postal address.
Shareholders present at the general meeting are entitled to request information in accordance with Chapter 7, section 32 of the Swedish Companies Act (2005:551).
Sollentuna, February 2022
The Board of Directors of Enequi AB (publ)