NOTICE OF ANNUAL GENERAL MEETING IN SCANDINAVIAN ENVIRO SYSTEMS AB (PUBL)
The shareholders of Scandinavian Enviro Systems AB (publ), reg. no. 556605-6726 (the “Company”), are hereby given notice to the Annual General Meeting on Thursday, May 19, 2022 at 4:00 p.m. at Hotel Riverton, Stora Badhusgatan 26, in Gothenburg, Sweden.
The Board of Directors has decided that the shareholders shall be able to exercise their voting rights at the Meeting also by postal voting in accordance with the regulations in the Company’s Articles of Association. The Company is also planning to give the shareholders possibility to follow the Annual General Meeting via a live web broadcast. However, this planned broadcast is conditioned upon approval of the Meeting for participation of guests without voting rights. The shareholders who will follow the Meeting via broadcast do not have the right to vote or ask question during the broadcast. Regarding participation and exercise of voting rights at the Meeting, please refer to the sections Participation in the meeting room and Participation by postal vote in the notice. Instructions for the planned broadcast will be available, among other documents for the Meeting, at the Company’s website www.envirosystems.se, prior to the Meeting.
Right to participate and notification
Participation in the meeting room
Shareholders who wish to attend the meeting room in person or through a proxy must
- both be recorded in the register of shareholders kept by Euroclear Sweden AB regarding the conditions on Wednesday, May 11, 2022; and
- give notice of their attendance at the Meeting no later than Friday, May 13, 2022. Notification of attendance at the Meeting can be made by e-mail to firstname.lastname@example.org or by mail to Scandinavian Enviro Systems AB, Att: Urban Folcker, Herkulesgatan 1K, SE-417 03 Gothenburg, Sweden.
Shareholders represented by proxy shall issue a power of attorney to the proxy. Power of attorney forms are available on www.envirosystems.se and may be sent to shareholders who so wish. In addition, the person representing a legal person must attach a copy of the certificate of registration, or equivalent documents stating the authorized signatory, to the power of attorney form. In order to facilitate registration at the Annual General Meeting, the power of attorney as well as other authorization documents, ought to be sent to the Company well in advance of the Meeting.
Participation by postal vote:
Shareholders who wish to exercise their voting rights at the Meeting by postal vote, in person or by proxy, must
- both be recorded in the register of shareholders kept by Euroclear Sweden AB regarding the conditions on Wednesday, May 11, 2022, and
- give notice of their attendance no later than Friday, May 13, 2022 by casting their postal vote in accordance with the instruction below, so that it is received by the Company no later than on that day.
Those who wish to attend the meeting room in person or by proxy must notify it in accordance with the instruction under the section Participation in the meeting room above. This means that a notification only by postal vote is not sufficient for those who wish to attend the meeting room.
To exercise voting right by postal vote, a special form must be used. The form is available via a specific link on the Company’s website www.envirosystems.se, and on https://postrosta.web.verified.eu/?source=envirosystems19maj/en. Completed form for postal vote shall be submitted digitally in accordance with the above. Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the postal vote will be invalid in its entirety. Further instructions and conditions can be found in the digital postal voting form.
If shareholders cast a postal vote by proxy, a power of attorney shall be attached to the digital postal voting form. Such power of attorney shall be written, dated and signed by the shareholder. Proxy forms are provided upon request and are also available on the Company’s website www.envirosystems.se. The postal voting form is valid as notification of attendance at the Meeting. If the proxy is issued by a legal entity, a copy of the certificate of registration, or if such document does not exist, corresponding authorization document, must be attached to the postal voting form.
Nominee registered shares
Shareholders who have had their shares registered by a nominee must, in order to be entitled to exercise their voting rights at the Meeting, have their shares re-registered in their own name (so-called voting rights registration) in the register of shareholders kept by Euroclear Sweden AB as of the record date on Wednesday, May 11, 2022. Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such voting rights registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than on Friday, May 13, 2022 will be considered in the preparation of the register of shareholders.
- Opening of the Meeting and election of the Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to check the minutes
- Determination of whether the Meeting has been duly convened
- Speech by the Chairman of the Board of Directors
- Speech by the CEO
- Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group
- Resolution on
a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
b) allocation of the Company’s profits or losses in accordance with the adopted balance sheet, and
c) discharge of liability for the members of the Board of Directors and the CEO
- Determination of the number of members of the Board of Directors and auditors
- Determination of remuneration to the Board of Directors and auditors
- Election of members of the Board of Directors and auditors and, when applicable, deputy auditors
- Resolution on principles for appointment of the Nomination Committee
- Resolution on determination of the principles of other remuneration for members of the Board of Directors
- Resolution on authorization for the Board of Directors to resolve on new issue of shares
- Closing of the Annual General Meeting.
THE NOMINATION COMMITTEE’S PROPOSALS
The Nomination Committee, that prior to the Annual General Meeting 2022 consists of Sander Vermeulen (representing Michelin Ventures S.A.S. and the Chairman of the Nomination Committee), Lennart Persson (representing himself), Magnus Sigurd (representing Jula Holding AB) and Alf Blomqvist (Chairman of the Board of Directors), has submitted the following proposals for resolutions.
Item 1. Election of the Chairman of the Meeting
The Nomination Committee proposes that Alf Blomqvist is elected as Chairman of the Meeting.
Item 10. Determination of the number of members of the Board of Directors and auditors
It is proposed that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of five (5) (previously seven (7)) ordinary members of the Board of Directors without deputies.
It is further proposed that one (1) registered auditing firm without deputy auditor shall be appointed as auditor.
Item 11 - Determination of remuneration to the Board of Directors and the auditor
The Nomination Committee proposes that remuneration to the Board of Directors, for the upcoming mandate period, shall be paid with a total of SEK 750,000 (875,000) whereby SEK 300,000 (250,000) to the Chairman of the Board of Directors and SEK 150,000 (125,000) to the other members of the Board. One member has chosen to waive his/her remuneration.
It is proposed that remuneration to the auditor shall be paid in accordance with approved invoice.
Item 12. Election of members of the Board of Directors and auditors and, when applicable, deputy auditors
The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of the following ordinary members: Alf Blomqvist, Nina Macpherson, Peter Möller, Björn Olausson and Sander Vermeulen (all for re-election). Jan Bruzelius and Stefan Tilk have made their positions available. It is further proposed that Alf Blomqvist is elected as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.
Information about the proposed Board members
The Company’s Board members, which are proposed to be re-elected until the end of the next Annual General Meeting, are presented in the Company’s annual report as well as on the Company website, www.envirosystems.se.
The Nomination Committee further proposes re-election of the registered auditing firm PricewaterhouseCoopers AB as auditor for the period until the end of the next Annual General Meeting. The auditing firm has informed that the authorised public accountant Johan Palmgren will remain as auditor in charge.
Item 13. Resolution on principles for appointment of the Nomination Committee
The Nomination Committee proposes that the Meeting resolves on the following principles for appointment of the Nomination Committee to apply until the General Meeting resolves to amend or repeal the principles.
The Nomination Committee shall consist of four members, of which one member shall be the Chairman of the Board, who summons to the first meeting. The other three members shall be appointed by the, per the last bank day of September, three largest shareholders in number of votes in the Company whereby a representative is appointed by each shareholder. If a shareholder declines to appoint a member, the right to appoint a member shall pass to the, in number of votes, next following largest shareholder. Chairman of the Nomination Committee shall be the one, at the appointment of the Nomination Committee, representing the largest shareholder in number of votes, unless the Nomination Committee unanimously resolves to appoint another. In the event of a tied vote in the Nomination Committee, the Chairman of the Nomination Committee has a casting vote.
For the appointment of the Nomination Committee until the end of next Annual General Meeting, the Chairman of the Board of Directors is to ask the, in number of votes, largest shareholders in accordance with above, for appointment of three representatives to take part in the Nomination Committee.
The Nomination Committee’s term of office extends until a new Nomination Committee has been appointed. If, during the Nomination Committee’s term of office, one or more of the shareholders that have appointed members in the Nomination Committee no longer belong to the three, in number of votes, largest shareholders, the members representing these shareholders shall vacate their positions and the shareholder och shareholders who are among the three largest shareholders, in number of votes, shall be entitled to appoint their representatives. Unless there are special reasons, there shall be no changes in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if the change occurs later than three months before the Annual General Meeting. However, shareholders who have become one of the three largest shareholders as a result of a more substantial change in the number of votes later than three months before the Meeting shall have the right to appoint a representative who shall be admitted to the Nomination Committee. A shareholder that has appointed a representative as member of the Nomination Committee have the right to dismiss such representative and appoint a new representative in the Nomination Committee and in connection with a representative’s premature resignation appoint a new representative in the Nomination Committee. Changes in the composition of the Nomination Committee shall be made public as soon as they occur.
The Company shall disclose the composition of the Nomination Committee by means of a press release on the Company’s website as soon as the representatives have been appointed, but no later than six months before the Annual General Meeting.
When appointing the Nomination Committee, items 2.3 and 2.4 in the Swedish Corporate Governance Code (Sw. Svensk Kod för bolagsstyrning (Koden)) is to be considered.
No compensation is to be paid to the members in the Nomination Committee. The Company shall reimburse the Nomination Committee for reasonable costs such as costs of such consultants, advisors or other services as the Nomination Committee may require for the performance of its work.
The Nomination Committee shall submit proposals on the following questions for resolutions to the Annual General Meeting:
- Election of Chairman of the Meeting.
- Resolution on number of Board members and auditors.
- Resolution on remuneration to the Board, remuneration for committee work and remuneration for auditors.
- Election of Board members, Chairman of the Board and auditor(s).
- If any, adjustment regarding procedures for the coming Nomination Committee.
Item 14. Resolution on determination of the principles of other remuneration for members of the Board of Directors
To the extent that a member of the Board elected by the General Meeting performs work on behalf of the Company in addition to his/her duties as a member of the Board, an agreement shall be established and market remuneration for such work may be paid in accordance with a decision by the Board of Directors. The Board of Directors shall annually review such agreements. All remuneration to the Board shall be disclosed in the annual report. The Company has to consider the rules of good practice on the stock market regarding the need for a resolution by the Meeting on related party transactions if these exceed SEK 1 million for a single individual and represent at least 1 percent of the Company’s stock market capitalization on an annual basis.
THE BOARD OF DIRECTOR’S PROPOSALS FOR RESOLUTION
Item 9b. Resolution on allocation of the Company’s profits or losses in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend is paid for the financial year 2021 and that the Company’s profit and losses is allocated in accordance with the Board’s proposal in the director’s report included in the annual report, which will be published and held available on the Company website www.envirosystems.se as of Thursday, April 28, 2022.
Item 15. Resolution on authorization for the Board of Directors to resolve on new issue of shares
The Board of Directors proposes that the Meeting resolves to authorize the Board to, from the period until the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholder’s preferential rights, resolve on new issue of shares. Payment can be made in cash, issue in kind, by offset or otherwise subject to conditions. The Company’s share capital may be increased by a maximum total amount corresponding to a dilution of 20 percent of the share capital under the authorization. It shall be possible to deviate from the shareholder’s preferential rights in order to strengthen the Company’s financial position if necessary and to enable the acquisition of companies or businesses. In the event of a deviation from the shareholders' preferential rights, as well as in the event of payment in kind, the new issue shall be made on market terms.
The Board of Directors, the CEO or the person appointed by the Board of Directors, shall be entitled to make such minor adjustments in the resolution that may prove to be necessary in connection with registration.
A valid resolution under this proposal requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and votes in the Company at the time of this notice is 656,615,589. There is only one class of shares and the Company does not own any of its own shares.
SHAREHOLDER'S RIGHT TO REQUEST INFORMATION
The Board of Directors and CEO shall, in accordance with chapter 7, section 32 of the Companies Act (Sw. Aktiebolagslagen), if any shareholder so requests and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, or conditions that may affect the assessment of the Company’s financial situation. The duty of disclosure also includes the Company's relationship with another group company, the consolidated financial statements and the relationships with subsidiaries referred to in the previous sentence.
The financial statements and the audit report will be made available no later than three weeks prior to the Annual General Meeting and the Board of Director’s complete proposals for resolutions will be made available no later than two weeks prior to the Annual General Meeting. The documents will be available on the Company's website www.envirosystems.se and at the Company's office at the address Herkulesgatan 1K, 417 03, in Gothenburg, Sweden. The documents will also be sent free of charge to shareholder’s who so request and who provides his/her postal address. In addition, the Nomination Committee's complete proposals for resolutions and other documents for the Annual General Meeting are available on the Company's website.
TREATMENT OF PERSONAL DATA
For information on how your personal data is processed, please refer to the integrity policy available at Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, April 2022
Scandinavian Enviro Systems AB (publ)
The Board of Directors