NOTICE OF EXTRAORDINARY GENERAL MEETING AT SCANDINAVIAN ENVIRO SYSTEMS AB (publ)
Shareholders of Scandinavian Enviro Systems AB (publ) (the Company), co. reg. no. 556605-6726, are hereby invited to an Extraordinary General Meeting on Thursday, February 27, 2020 at 16:00 at Hotel Kusten, Kustgatan 10, SE 414 55 Gothenburg, Sweden. Registration for the meeting will commence at 15:30.
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 who wish to attend the meeting must:
- be entered in the share register kept by Euroclear Sweden AB by the record date Friday, February 21, 2020, and
- by no later than the same date, i.e. Friday, February 21, 2020, have notified their participation and that of any adviser to the company in writing to Scandinavian Enviro Systems AB (publ). Urban Folcker, Herkulesgatan 1k, SE 417 01 Gothenburg, Sweden or by email to firstname.lastname@example.org.
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 Friday, February 21, 2020, 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
- Speech by the Chairman of the board
- Speech by the CEO
- Determination of fees for members of the board of directors
- Determination of the principles of other fees for members of the board of directors
- Closure of the meeting
PROPOSAL FOR ADOPTION BY THE NOMINATION COMMITTEE
The Company's nomination committee consists of Stefan Winström (representing Pegroco Holding AB and also chairman of the nomination committee), Lennart Persson (representing himself), Stig-Arne Blom (representing Conatum AB and himself) and Chairman Alf Blomqvist. The Nomination Committee has presented the following proposals for adoption.
Item 1. Election of Chairman at the general meeting
The nomination committee proposes Alf Blomqvist for election as Chairman of the general meeting.
Item 8. Determination of fees for members of the board of directors
The nomination committee proposes that the yearly fee for the chairman of the board, which was adopted at the General Meeting 2019 to be SEK 250,000, is adjusted to a yearly fee of SEK 1,150,000. The adjustment of the fee to the chairman of the board is suggested to be effective retroactively from July 1, 2019, which means that the fee for the period from the General Meeting 2019 until the General Meeting 2020 will be SEK 1,025,000. For the other members of the board the fees that were adopted in the General Meeting of 2019 are to be unchanged. All fees are excluding legal social fees.
The reason that this proposal is conducted in an Extraordinary General Meeting is that the decision concerns the accounts of 2019 and thus is to be included in the Annual Report of the company for 2019. All board fees are specified in the Annual Report.
Item 9. Determination of the principles of other fees for members of the board of directors
In case a, by the General Meeting appointed, member of the board is conducting work on behalf of the company aside of the assignment of being a board member, an agreement is to be made at market conditions and a fee can be determinated by a decision by the board. The board is to conduct a review of this kind of agreements on a yearly basis. All board fees are specified in the Annual Report.
Reasoning by the nomination committee regarding the proposal of board fees
The nomination committee commenced its work during the autumn by interviewing all members of the board including the CEO.
The company is currently in a development phase, which means many and complicated negotiations with different types of counter parties. As the time aspect is of essence, the management is from time to time in need of additional competence. In many issues, such as strategy, financing and industrial project management these competences and resources are available in the board of the company. The optimal solution for the company has been to utilize the capacity of the board.
It is assessment of the nomination committee: that the board of directors due to the reasons mentioned above has spent considerably more time on operational work in the company than what is normal for a board assignment in accompany of this size; that the need of the company of added resources will remain at least until the time of the next coming General Meeting; and that this extra work conducted by the board is beneficial to the company and the shareholders. The extraordinary contribution is especially applicable to the chairman of the board but from time to time also for other members of the board.
The proposal of principles of the board fees is to be regarded with the above as background.
The nomination committee is continuing its preparation assignment up to the coming General 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 to attend is 464,660,892. 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.
The board of directors’ proposal for resolutions, annual report, auditor’s report and other relevant documents for the general meeting will be available at the company’s office and at the Company’s webpage, www.envirosystems.se.se no later than three weeks before the general meeting and will be sent free of charge to shareholders who so request and provide their mailing addresses. All above mentioned documents will also be available at the general meeting.
Gothenburg, January 2020
Board of Directors
For further information, please contact:
Thomas Sörensson, CEO of Enviro, +46 (0)735-10 53 43, email@example.com
Urban Folcker, Enviro CFO, +46 (0)760-00 13 11, firstname.lastname@example.org
Alf Blomqvist, Chairman of the Board of Enviro, +46 (0)733 149 700, email@example.com
Mangold Fondkommission AB, +46 8 503 01 550, firstname.lastname@example.org is Enviro’s Certified Adviser on the Nasdaq First North Growth Market.