The shareholders of Magle Chemoswed Holding AB (publ) are invited to the Annual General Meeting on Tuesday, May 17, 2022. In light of the corona virus, the meeting is held through advance voting pursuant to the Swedish Act on Temporary Exceptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121). 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 Annual 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 May 9, 2022. 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 May 9, 2022, are considered when preparing the register of shareholders.
Advance Voting/Postal Voting
The shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2022:121) 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.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 Monday May 16, 2022. The form may be submitted via e-mail to email@example.com 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 7 (a): Adoption of the income statement and balance sheet, and consolidated income statement and consolidated balance sheet
The Board of Directors has approved and now proposes to the shareholders to approve as presented the Company’s income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
Item 7 (b): Allocation of the Company’s profit and loss in accordance with the adopted balance sheet;
The Board of Directors proposes to the Annual General Meeting to dispose of the Company's results according to the Board's proposal in the annual report. The Board also proposes that no dividend should be paid for the financial year 2021.
Item 7 (c): discharge of the members of the Board of Directors and the managing director from liability (c):
It is proposed that the members of the Board and the Chief Executive Officer are discharged from liability in respect of their management of the Company's business during the financial year 2021.
Item 8: Determination of the number of members and deputy members of the Board of Directors and the number of auditors and deputy auditors:
It is proposed that the number of Directors appointed by the general meeting remains the same and that the Board is composed of six (6) Directors and one deputy director appointed by the general meeting; It is proposed that one auditor and no deputy auditor should be appointed.
Item 9: Determination of Directors’ and auditors’ fees:
It is proposed that remuneration for the Board members appointed by the shareholders' meeting that are not employed by the group shall amount to 100 000 SEK and for the deputy Board member – 50 000 SEK, for the time until the end of the next annual shareholders' meeting, whereof the chairman of the board shall receive 200 000 SEK. The committee members shall receive 25 000 SEK.
It is also proposed that the Company's auditor shall be paid in accordance with approved rates.
Item 10: Election of the members of the board and auditor:
It is proposed that Hans Henrik Lidgard, Martin Lidgard, Malin Malmsjö, Sven-Christer Nilsson, Mats Pettersson and Joel Eklund are re-elected as ordinary members of the Board and Julia Kamber is re-elected as the deputy Board member for the time until the end of the next annual shareholders' meeting. It is also proposed to re-elect Hans Henrik Lidgard as Chairman of the Board.
Furthermore, it is proposed that Ernst & Young AB with authorized auditor Henrik Rosengren is elected as the auditor of the Company for the time until the end of the next annual shareholders' meeting.
Item 11: Resolution on authorisation for the Board of Directors to issue shares:
The Board of Directors proposes that the Annual General Meeting authorises the Board to, within the scope of the articles of association, with or without deviation from the shareholder’s preferential rights, on one or several occasions during the period until the next annual general meeting, resolve to increase the company’s share capital by issuing new shares in the company. The authorisation shall be limited as that the Board of Directors may not resolve to issue shares that involve the issue of more than ten per cent (10 %) of the shares in the Company at the time when the Board first utilizes the authorisation.
The issue shall be made on market terms and payment for shares shall be made in cash.
The purpose of the authorization and the reason for any deviation from the shareholders’ preferential rights is to carry out the business expansion.
Number of 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.
A resolution in accordance with item 11 on the agenda is valid only when supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the annual general meeting.
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 firstname.lastname@example.org no later than on 7 May 2022. The information will be made available at the company and its website www.maglegroup.com on 12 May 2022 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 website www.maglegroup.com 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
Magle Chemoswed Holding AB (publ)’s corporate registration number is 556913-4710 and its registered office is in Malmö, Sweden.
Malmö, April 2022
The Board of Directors of Magle Chemoswed Holding AB (publ)