NOTICE OF EXTRAORDINARY GENERAL MEETING AT SCANDINAVIAN ENVIRO SYSTEMS AB (publ)
N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.
Shareholders of Scandinavian Enviro Systems AB (publ) (the Company), co. reg. no. 556605-6726, are hereby invited to the Extraordinary General Meeting on Monday, February 27, 2017 at 16:00 in the Trubaduren room at the Hotel Kusten, Kustgatan 10, SE 414 55 Gothenburg, Sweden. Registration for the meeting will commence at 15:30.
The reason for the notice to attend is the Company’s new principal owner’s desire for board representation.
Information about the new principal owner:
Shareholders who wish to attend the meeting must:
(i) be entered in the share register kept by Euroclear Sweden AB by the record date Wednesday, 21 February 2017, and
(ii) by no later than the same date, i.e. Tuesday, 21 February 2017, have notified their participation and that of any adviser to the company in writing to Scandinavian Enviro Systems AB (publ). Urban Folcker, Regnbågsgatan 8C, SE 417 55 Gothenburg, Sweden or by email to email@example.com.
The notification must include the full name, personal identity number or company registration number, address, daytime telephone number and where applicable information about deputies, agents and advisers. Shareholders may be accompanied by advisers to the meeting only if the number of advisers is reported to the Company in accordance with item (ii) above. Advisers may not number more than two. To facilitate entry to the meeting the notification should, where applicable, be accompanied by powers of attorney, registration certificates and other credentials.
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification and participation at the meeting, as well as information about deputies, agents and advisers will be used for registration, preparation of the electoral roll for the meeting and, where applicable, the minutes of the meeting.
SHARES REGISTERED WITH NOMINEES
In order to take part in the meeting, shareholders whose shares are registered with nominees must request temporary entry into the share register maintained by Euroclear Sweden AB. Shareholders must inform their nominees well in advance of Tuesday, 21 February 2017, by which time entries must be made if shareholders are to have the right to take part in the meeting.
Shareholders who do not attend the general meeting in person may be represented by one or more proxy holders bearing written powers of attorney, dated and signed by the shareholder. If a shareholder is represented by two or more proxy holders, each proxy holder has the right to vote the number of shares specified in the power of attorney. If the power of attorney is issued by a legal person, a copy of the registration certificate must be attached or, if such a document is not available, equivalent credentials. Proxy forms for shareholders wishing to take part in the meeting via proxy holders are available on the Company website at www.envirosystems.se. The power of attorney in original must also be presented at the meeting.
- 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 verify the minutes
- Consideration of whether the meeting has been duly convened
- Determination of the number of board members and alternate board members
- Determination of board fees
- Election of Board members
- Closure of the meeting
PROPOSAL FOR ADOPTION
Following proposals by shareholders and consultation with the Company's nomination committee comprising Stefan Winström (representing KL Ventures II AB), Stig-Arne Blom (Chairman of the Board), Johan Berggren (representing Hans Andersson Recycling AB), and Lennart Persson (representing Lennart Persson), the Board has resolved to convene an extraordinary general meeting in order to consider of the following proposals for adoption.
Item 1. Election of Chairman at the extraordinary general meeting
Shareholders representing 25.4 per cent of the total number of shares and votes in the Company propose Stig-Arne Blom for election as Chairman of the extraordinary general meeting.
Item 6. Determination of the number of Board members and alternates
Shareholders representing 25.4 per cent of the total number of shares and votes in the Company propose that the Board comprise eight (8) regular members without alternates.
Item 7. Approval of board fees
Shareholders representing 25.4 per cent of the total number of shares and votes in the Company propose that a fee be paid to the board in the amount of SEK 640,000, of which SEK 160,000 is for the chairman of the board and SEK 80,000 to each of the other board members. In the event a board member is replaced, the fee to the outgoing and incoming members respectively will be paid pro rata based on the time each serves as a member of the board from the annual general meeting of June 20, 2016 until the date of the next annual general meeting. Furthermore, compensation for an incoming member who is not replacing a current board member will be paid as a proportion of the SEK 80,000 corresponding to the proportion of the period from the annual general meeting of 20 June, 2016 to the date of the next annual general meeting during which the member serves on the board.
Item 8. Election of Board members
Shareholders representing 25.4 per cent of the total number of shares and votes in the Company note that Stig-Arne Blom, Bengt Andersson, Mikael Fryklund, Anders Ilstam, Stefan Tilk and Lennart Persson are elected until the next annual general meeting and propose Alf Blomqvist and Peter Möller for election as new board members. Johanna Stenman has vacated her position on the board.
The nomination committee's presentation of the proposed board members is set out below and is also available on the Company website at www.envirosystems.se.
Alf Blomqvist (born 1956) has 25+ years' experience in transaction consulting and active ownership as the CEO of Ledstiernan AB (publ) 2005-2008, as the head of corporate finance at Swedbank Markets 1997-2000 and in charge of Equity Capital Markets at Carnegie 1990-1997. Alf was educated at the Stockholm School of Economics. He has experience from more than 20 directorships including board membership at Cision AB (publ) where he also served as chairman of the audit committee and the remuneration committee. Other current positions: board member and chairman of the audit committee of B3IT AB (publ) since 2012, board chairman of Destination Fjällen Sverige AB since 2012, member of the marketing council in the Alternativa Sweden stock market since 2004, member of the board of Blomqvist Unlimited AB since 1988.
Peter Möller (born 1952) is the CEO of P30 Management Limited. His previous experience includes positions as COO at SAS AB (publ) 2009-2010, CEO of SAS Technical Services 2006-2009, CEO of Industrial Doors 2003-2005, CEO of Atlas Copco Tools Division 1998-2003 and COO at SAAB Automobil AB 1986-1998. Peter was educated at Chalmers University of Technology and the University of Uppsala. He has also held positions in Nederman Holding AB (publ), Singapore Technology Aerospace Solutions A/S and Thule AB.
NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and votes in the Company at the time of this notice to attend is 116,370,291. There is only one type of share and the Company holds none of its own shares.
SHAREHOLDER'S RIGHT TO REQUEST INFORMATION
Should any shareholder so request, the board of directors and the managing director must, under Chapter 7 § 32 of the Swedish Companies Act, provide information at the meeting about conditions that may affect the assessment of items on the agenda given that this will not cause material harm to the Company. This duty of disclosure also includes consolidated financial statements, the Company's relationship to other group companies and conditions concerning subsidiaries referred to in the previous sentence.
This notice to attend is available at the Company's office and will be sent free of charge to shareholders who so request and provide their mailing addresses. The notice to attend and proxy forms for shareholders wishing to take part in the meeting via agents are also available on the Company website at www.envirosystems.se. The power of attorney in original must also be presented at the meeting.
Gothenburg, February 2017
Board of Directors
For further information, please contact:
Thomas Sörensson, CEO, tel: +46 (0) 735-10 53 43, firstname.lastname@example.org
Stig-Arne Blom, Board Chairman, tel: +46 (0)705-25 16 15, email@example.com
“This information is information that Scandinavian Enviro Systems AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08:30 CET on February 6th, 2017.”