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prevas

News: 2021-04-13

NOTICE OF Annual General Meeting for Prevas AB (PUBL)

The shareholders of Prevas AB (publ), org.no 556252-1384, are hereby given notice of the Annual General Meeting to be held on Tuesday May 11th 2021.

Due to the spread of Covid-19 the Board of Directors have taken the decision that the Annual General Meeting shall take place without the physical presence of shareholders, proxies or other external parties. Shareholders will instead have the opportunity to exercise their right to vote using postal votes Pdf, 133.9 kB.. Shareholders will have the opportunity to ask written questions via e-mail before the AGM.

Shareholders are welcome to send in any questions by e-mail to arsstamma@prevas.se in accordance with instructions under the heading Right to request information. Questions and responses will be published on the Company's website www.prevas.se at the latest five days before the AGM together with a presentation from the Company.

Information about the decisions taken at the AGM will be announced on Tuesday May 11th 2021, as soon as the results of the postal voting have been fully collated.

RIGHT TO PARTICIPATE AND NOTIFICATION OF ATTENDANCE

Shareholders who wish to participate in the Annual General Meeting must:

partly be entered as a shareholder in the shareholder list held by Euroclear Sweden AB (”Euroclear”) on Monday May 3rd 2021,

partly give notification of participation in the AGM by providing a postal vote that has arrived by Monday May 10th 2021 at the latest.

NOMINEE REGISTERED SHARES

In order to have the right to participate in the AGM, a shareholder who has nominee registered their shares, must in addition to applying for the AGM by submitting their postal vote also register the shares in their own name so that the shareholder is included in the shareholder list on the record date Monday May 3rd 2021. Such registration may be temporary (voting rights registration) and is requested from the nominee according to the nominee's procedures in such time in advance as determined by the nominee. Voting rights registration that has been carried out by the relevant nominee by Wednesday May 5th 2021 at the latest will be observed when producing the shareholder list.

POSTAL VOTES

The Board has decided that shareholders will only be able to exercise their voting rights through postal voting according to section 22 of the Temporary exceptions for the facilitation of company and society general meetings Act (2020:198). A special form must be used for postal voting. The postal voting form Pdf, 133.9 kB. will be available on the Company's website from Tuesday April 13th 2021, www.prevas.se. The form also functions as notification of attendance of the AGM.

The shareholder may not apply special instructions or conditions to the postal vote. If this is done the postal vote is invalidated.

Votes received later than Monday May 10th 2021 will not be counted.

POWER OF ATTORNEY

If a shareholder postal votes through a proxy, a written, dated power of attorney signed by the shareholder must be enclosed with the postal voting form. The power of attorney form is available on the Company's website, www.prevas.se. The power of attorney is valid for one year from date of issue or the longer validity period stated in the power of attorney, but a maximum of five years. If the shareholder is a legal person the certificate of registration or authorization document, not older than one year, that indicates authority must be enclosed with the form.

RIGHT TO REQUEST INFORMATION

The Board and CEO shall, if a shareholder so requests, and the Board considers that it can without material damage to the Company, provide information on conditions that may affect the evaluation of an item on the agenda, on conditions that may affect the evaluation of the Company's or a subsidiary's financial situation and of the Company's relationship with other group companies. Requests for such information must be made in writing to Prevas AB, FAO: AGM, Box 4, SE-721 03 Västerås, alternatively by e-mail to arsstamma@prevas.se by Saturday May 1st 2021 at the latest.

Information is provided by being made available on the Company website www.prevas.se and at the address Prevas AB, Legeringsgatan 18, SE-721 30 Västerås, Thursday May 6th 2021 at the latest and are sent to shareholders who have requested it and have provided their address.

INFORMATION ABOUT THE NUMBER OF SHARES AND VOTES

The total number of shares in the Company when notice of the AGM was given amounted to 12,736,893 of which 576,800 shares were series A and 12,160,093 shares were series B. Series A shares are entitled to ten votes per share and series B shares are entitled to one vote per share. The total number of votes in the Company therefore amounts to 17,928,093. The Company does not hold any of its own shares at the time notice was given.

PROPOSED AGENDA

Meeting opens.
Election of Chairperson for meeting.
Establishment and approval of votes list.
Approval of agenda.
Election of one or two scrutineers for the minutes.
Test of whether the Annual General Meeting has been announced correctly.
Presentation of Annual Report and Audit Report as well as Group Annual Report and Group Audit Report.
Decision
1. regarding adoption of income statement and balance sheet and of Group income statement and Group balance sheet,
2. regarding disposition of company profits according to the adopted balance sheet, and
3. discharging Board Directors and CEO from liability.
Decision on fees for directors and auditor.
Decision on the number of Board members and deputy board members and the number of auditors and deputy auditors.
Election of the Board of Directors, Chairman of the Board and Auditor.
Decision on approval of the remuneration report.
Decision on the Election committee instructions.
Decision regarding authorization for the Board to decide on a new issue of B shares.
Decision regarding long term incentive program 2021/2024.
Decision regarding long term incentive program 2021/2025.
Meeting closes.

ELECTION COMMITTEE PROPOSAL FOR DECISIONS

Points 2, 9-11: Election of Chairman at meeting, decision on the number of Board members and deputy board members and number of Auditors and deputy auditors, decision on Directors' and Auditor's remuneration, election of Board of Directors, Chairman of the Board and auditor.

The Election committee for the Company proposes that the Annual General Meetings shall make decisions as follows:

Ulrika Grönberg is proposed as Chairperson of the Annual General Meeting or, if she is prevented, whoever the Election committee suggest instead (point 2).
Remuneration to the Board of Directors is proposed for the coming mandate period, at SEK 400,000 (250,000) for the Chairman of the Board and SEK 200,000 (125, 000) each to the other five directors appointed by the Annual General Meeting and who are not employed by the Company. Remuneration to the Auditor is proposed in accordance with the invoice approved by the Company (point 9).
The Board shall consist of six (6) elected Directors without deputies. The Company shall have one auditor with no deputy (point 10).
It is proposed that Ulrika Grönberg, Christer Parkegren, Pia Sandvik, Ebba Fåhraeus be re-elected as members of the Board of Directors and that Robert Demark and Christer Wallberg be elected. It is proposed that Christer Parkegren is re-elected as Chairman of the Board (point 11). More information about the Election committee's proposals for the Board can be found in the Election committee's statement on the company website www.prevas.se.
As auditor it is proposed that, in accordance with the Board's recommendation, the accounting firm Ernst & Young AB be re-elected with Per Modin as principal auditor (point 11).

Point 13 – Decision on the election committee instructions.

The Election committee proposes that the following instructions shall apply for the coming election and until a new instruction is created.

The Election committee shall, before the next Annual General Meeting, be made up of representatives of the three largest voting shareholdings or owner groups in accordance with the shareholder list provided by Euroclear on September 30th of each year. The largest shareholder, or owner group, must summon the Election committee to the first meeting. The Chairperson of the Election committee is selected by the members at the first meeting after the new election. If one or more shareholders that appointed members of the Election committee earlier than three months before the Annual General Meeting is no longer one of the three largest voting shareholders, the members appointed by these shareholders must make their position available and the shareholder(s) that has/have entered the three largest voting shareholdings must have the right to appoint one member each. In cases where a member leaves the Election committee before the work is completed, it is desirable that a replacement is appointed. That replacement must represent the same shareholder or, if that shareholder is no longer one of the three largest voting shareholdings, the shareholder with the next largest shareholding. Changes to the composition of the Election committee must be made public immediately.

The composition of the Election committee shall be published at least six months before each Annual General Meeting. The Chairperson of the Election committee shall receive SEK 30,000 and other members SEK 15,000 in annual fees for their work. The Company shall also pay the necessary costs incurred by the Election committee in their work. The Election committee's mandate period runs until the composition of the Election committee for the next Annual General Meeting is made public. The Election committee must develop the proposals for decisions at the Annual General Meeting and otherwise carry out the tasks that are the responsibility of the Election committee in accordance with the Swedish Code of Corporate Governance (including instructions associated with it).

THE BOARD'S PROPOSALS FOR DECISIONS

Point 3 – Establishment and approval of votes list

The votes list that is proposed for approval under point 3 of the agenda is the votes list established based on the Annual General Meeting shareholder list and received postal votes, and is checked and endorsed by the scrutineers.

Point 5 – Election of one or two scrutineers for the minutes.

Björn Andersson is proposed as the person to scrutinize the minutes for the Annual General Meeting with the Chairperson or, if he is prevented, the person stated by the Board. The scrutineer's tasks also cover checking the votes list and that postal votes received are correctly reproduced in the minutes of the AGM

Point 8.b) – Decision regarding disposition of company profits according to the adopted balance sheet

The year's profit of SEK 43,440,508 and other unrestricted capital of SEK 10,577,246 totaling SEK 54,017,754 is at the disposal of the Annual General Meeting. The Board proposes a disposition of SEK 2 per share, totaling SEK 25,473,786 and that the remaining disposable profit of SEK 28,543,968 be carried forward.

The record date for the payment is proposed for May 14th 2021, and if the AGM adopts the proposal the dividend will be paid out through Euroclear on May 19th 2021.

Point 12 – Decision on approval of the remuneration report

The Board proposes that the AGM decides on approval of the Board's remuneration report in accordance with chapter 8 section 53 of the Companies Act.

Point 14 – Decision regarding authorization for the Board to decide on a new issue of B shares

The Board proposes that the AGM authorizes the Board during the period until the next Annual General Meeting, on one or more occasions, to make a decision on new issue of a maximum total of 1,273,689 B series shares in the Company, meaning an increase of share capital of at most SEK 3,184,222.50, which corresponds to approximately 10 percent of all shares in the Company.

New issues of shares shall occur with or without deviation from the shareholders' preferential right, for cash payment or under regulations for non-cash or offset or otherwise with conditions. The purpose of the authorization is to create capital in conjunction with company acquisitions, alternatively to allow newly issued shares in Prevas to be used as payment for such acquisitions.

It is further proposed that the AGM authorize the Board, CEO or someone appointed by the Board, to make the minor adjustments that may be necessary in conjunction with registering the decision with Bolagsverket (Swedish Companies Registration Office).

Point 15 – Decision regarding long term incentive program 2021/2024

The Board proposes that the AGM makes a decision regarding the issue of warrants and on approval of transfer of warrants etc. in accordance with the following.

A. Issue of warrants

The Board proposes that the AGM makes a decision of a directed issue of a maximum 400,000 warrants, meaning an increase of share capital if fully subscribed of a maximum SEK 1,000,000. The following main conditions must apply for the decision.

The right to subscribe to warrants shall, with deviation from the shareholders' preferential right, go to the Company. The Company shall transfer the warrants on to employees in accordance with point B.
Transfer may not occur.
The reason for the deviation from the shareholders' preferential right is that the warrants are part of an incentive program for certain persons who are or will be employed by the Company or its subsidiaries. The Board considers that the Company should promote the Company's long term financial interests by encouraging the employees to become stakeholders in the Company.
The warrants are issued to the Company free of charge.
Subscription to the warrants must occur by June 11th 2021 at the latest. The Board of Directors reserves the right to extend the subscription period.
New subscription to shares with support of the warrants may occur in a period of one month from the date of publishing the interim report for the period January 1st to March 31st 2024, however by the latest within one month of May 31st 2024.
Each warrant must carry the right to subscribe to one (1) new Series B share in the Company at a subscription price corresponding to an amount that is 130% of the volume weighed average price of the Company share over a period of 21 working days between April 13th 2021 to May 11th 2021.
Payment for subscribed shares that exceeds the shares' quote value must be added to the share premium fund in its entirety.
Shares that are due to new subscription have the right to profit share for the first time on the record date for dividends that falls closest after the new shares have been registered in the shareholder list by Euroclear Sweden AB.
Warrants owned by the Company and not allocated in accordance with point B or later repurchased from participants, may either be sold to employees of the Company or their subsidiaries or annulled by the Company after a decision by the Board of Directors on behalf of the Company. Bolagsverket (Swedish Companies Registration Office) must be informed of the annulment for registration.

B. Approval of allocation of warrants

Eligible for acquisition

The right to acquire warrants from the Company will be available to key personnel within the Prevas group, who can be divided into two categories. Category 1 consists of key personnel who report to the CEO and category 2 consists of other key personnel, divided into the following maximum numbers of participants:

Category 1: Maximum 15 participants
Category 2: Maximum 70 participants

Each participant within a relevant category has the right to acquire a predetermined number of warrants, to a maximum according to the following. If a participant does not acquire all the warrants that person has the right to, other participants within the same category shall be offered the option to acquire further warrants up to a certain level, see maximum level per participant in brackets below.

Category 1: 30,000 warrants (maximum 40,000 warrants)
Category 2: 15,000 warrants (maximum 20,000 warrants)

The right to acquire warrants from the Company may only be given to those persons who at the point of allocation have not resigned or been terminated and entered a pre-purchase agreement with the Company. Allocation of the warrants will not exceed the total number of warrants according to point A above.

Warrants may also be offered to new future employees in the event the Company has unsold and/or redeemed warrants. The conditions for such acquisitions are the same or equivalent to those given in this decision. This means that acquisition then occurs at the relevant market value.

Allocation assumes partly that acquisition of warrants may occur legally and partly that in the Board's estimation can be carried out for reasonable administrative and economic costs.
Pre-purchase at transfer and termination of employment

The warrants must otherwise be covered by the usual conditions, such as that the warrants must be covered by the liability of the participant who wishes to transfer, or otherwise dispose of, the warrants to a third party to first offer the warrants to the Company or subsidiary for acquisition. The warrants must also be covered by a right for the Company or its subsidiaries to repurchase the warrants if a participant's employment by the Company ends, or if the employee has resigned or been terminated, during the duration of the program.
Sale period

The warrants shall be transferred to key personnel in the Prevas group. The intention is that the bulk of the warrants will be transferred to existing key personnel in close conjunction with the Annual General Meeting. There must also be a flexibility that allows unsold warrants and/or repurchased warrants to be transferred to future employees, although by June 30th 2022 at the latest, for which acquisition of warrants must occur by May 31st 2022.
Price and payment

Warrants must be transferred at market conditions at a price (premium) that is set from a calculated market value for warrants with application of a generally accepted valuation model (Black & Scholes). For any acquisitions by new employees a new market price must be established in a corresponding way. The value has preliminarily been set at SEK 7.4 per warrant based on a share price of SEK 62.31 and a subscription price per share of SEK 81.

C. More information about the warrant program

Dilution

In event of full subscription with support of all warrants, 400,000 new series B shares will be allocated, which is equivalent to a dilution of 3.04 percent of the total number of shares in the Company and 2.18 percent of the total number of shares in the Company, however with reservation for any recalculation of the number of shares that each warrant authorizes for subscription that may occur as a result of certain issues etc.
Costs to the Company etc.

In that the warrants will be transferred under market conditions the program should not have social costs arising from the warrant program. Against this background there is no need for the Company to hedge the warrant program in this respect. It should also be noted that the Board does not expect the Company to recognize other costs to secure the warrant program.

Overall, the Board deems that the new subscription rate and the term for the warrants as well as the principles for allocation of the warrants to employees are reasonable in the light of market practice and the Company's need to be able to stimulate the work input of key personnel by offering participation in the warrant program.
Other share related incentive programs

The contract of the present CEO includes a subscription for 250,000 synthetic options. The options are purely cash based and do not permit subscription to shares or other securities in the Company. It therefore does not result in any dilution for shareholders in the Company. The options have been valued at their actual value using the Black & Scholes model. The options are divided as follows: 120,000 term up to and including May 2021 redemption price SEK 32, 130,000 up to and including May 2023 redemption price SEK 53.
Promotion of the Company's long term value creation

For the program to have a financial value for the participants, it is conditional that the share price exceeds the subscription price during the period when the warrant can be exercised. The Company deems that the share price is a good indication that the participants have contributed to long term value creation for the Company.
Preparation of the item

The warrant program has been developed by the Board of Directors with support from the Legal firm of Lindahl KB.
Authorization and decision rules

The Annual General Meeting instructs the Board of the Company to implement the decision according to point A above and to implement the transfer of warrants according to point B above.

The Board of Directors or person appointed by the Board makes the minor adjustments required for registration of the decision with Bolagsverket (Swedish Companies Registration Office).

Point 16 – Decision regarding long term incentive program 2021/2025

The Board proposes that the AGM makes a decision regarding the issue of warrants and on approval of transfer of warrants etc. in accordance with the following.

A. Issue of warrants

The Board proposes that the AGM makes a decision of a directed issue of a maximum 100,000 warrants, meaning an increase of share capital if fully subscribed of a maximum SEK 250,000. The following main conditions must apply for the decision.

The right to subscribe to warrants shall, with deviation from the shareholders' preferential right, go to the Company. The Company shall transfer the warrants on to employees in accordance with point B.
Transfer may not occur.
The reason for the deviation from the shareholders' preferential right is that the warrants are part of an incentive program for certain persons who are or will be employed by the Company or its subsidiaries. The Board considers that the Company should promote the Company's long term financial interests by encouraging the employees to become stakeholders in the Company.
The warrants are issued to the Company free of charge.
Subscription to the warrants must occur by June 11th 2021 at the latest. The Board of Directors reserves the right to extend the subscription period.
New subscription to shares with support of the warrants may occur in a period of one month from the date of publishing the interim report for the period January 1st to March 31st 2025, however by the latest within one month of May 30th 2025.
Each warrant must carry the right to subscribe to one (1) new Series B share in the Company at a subscription price corresponding to an amount that is 130% of the volume weighed average price of the Company share over a period of 21 working days up to and including the date of the AGM 2022, however at the latest 21 working days up to and including May 16th 2022.
Payment for subscribed shares that exceeds the shares' quote value must be added to the share premium fund in its entirety.
Shares that are due to new subscription have the right to profit share for the first time on the record date for dividends that falls closest after the new shares have been registered in the shareholder list by Euroclear Sweden AB.
Warrants owned by the Company and not allocated in accordance with point B or later repurchased from participants, may either be sold to employees of the Company or their subsidiaries or annulled by the Company after a decision by the Board of Directors on behalf of the Company. Bolagsverket (Swedish Companies Registration Office) must be informed of the annulment for registration.

B. Approval of allocation of warrants

Eligible for acquisition

The right to acquire warrants from the Company will be available to key personnel within the Prevas group, who can be divided into two categories. Category 1 consists of key personnel who report to the CEO and category 2 consists of other key personnel, divided into the following maximum numbers of participants:

Category 1: Maximum 10 participants
Category 2: Maximum 20 participants

Each participant within a relevant category has the right to acquire a predetermined number of warrants, to a maximum according to the following. If a participant does not acquire all the warrants that person has the right to, other participants within the same category shall be offered the option to acquire further warrants up to a certain level, see maximum level per participant in brackets below.

Category 1: 30,000 warrants (maximum 40,000 warrants)
Category 2: 20,000 warrants (maximum 30,000 warrants)

The right to acquire warrants from the Company may only be given to those persons who at the point of allocation have not resigned or been terminated and entered a pre-purchase agreement with the Company. Allocation of the warrants will not exceed the total number of warrants according to point A above.

Warrants may also be offered to new future employees in the event the Company has unsold and/or redeemed warrants. The conditions for such acquisitions are the same or equivalent to those given in this decision. This means that acquisition then occurs at the relevant market value.

Allocation assumes partly that acquisition of warrants may occur legally and partly that in the Board's estimation can be carried out for reasonable administrative and economic costs.
Pre-purchase at transfer and termination of employment

The warrants must otherwise be covered by the usual conditions, such as that the warrants must be covered by the liability of the participant who wishes to transfer, or otherwise dispose of, the warrants to a third party to first offer the warrants to the Company or subsidiary for acquisition. The warrants must also be covered by a right for the Company or its subsidiaries to repurchase the warrants if a participant's employment by the Company ends, or if the employee has resigned or been terminated, during the duration of the program.
Sale period

The warrants shall be transferred to key personnel in the Prevas group. The intention is that the bulk of the warrants will be transferred to existing key personnel one year after the Annual General Meeting. There must also be a flexibility that allows unsold warrants and/or repurchased warrants to be transferred to future employees, although by June 30th 2023 at the latest, for which acquisition of warrants must occur by May 31st 2023.
Price and payment

Warrants must be transferred at market conditions at a price (premium) that is set from a calculated market value for warrants with application of a generally accepted valuation model (Black & Scholes). For any acquisitions by new employees a new market price must be established in a corresponding way. The value has preliminarily been set at SEK 7.4 per warrant based on a share price of SEK 62.31 and a subscription price per share of SEK 81.

C. More information about the warrant program

Dilution

In event of full subscription with support of all warrants 100,000 new series B shares will be allocated which equivalent to a dilution of 0.78 percent of the total number of shares in the Company and 0.55 percent of the total number of shares in the Company, however with reservation for any recalculation of the number of shares that each warrant authorizes for subscription that may occur as a result of certain issues etc.
Costs to the Company etc.

In that the warrants will be transferred under market conditions the program should not have social costs arising from the warrant program. Against this background there is no need for the Company to hedge the warrant program in this respect. It should also be noted that the Board does not expect the Company to recognize other costs to secure the warrant program.

Overall, the Board deems that the new subscription rate and the term for the warrants as well as the principles for allocation of the warrants to employees are reasonable in the light of market practice and the Company's need to be able to stimulate the work input of key personnel by offering participation in the warrant program.
Other share related incentive programs

The contract of the present CEO includes a subscription for 250,000 synthetic options. The options are purely cash based and do not permit subscription to shares or other securities in the Company. It therefore does not result in any dilution for shareholders in the Company. The options have been valued at their actual value using the Black & Scholes model. The options are divided as follows: 120,000 term up to and including May 2021 redemption price SEK 32, 130,000 up to and including May 2023 redemption price SEK 53.
Promotion of the Company's long term value creation

For the program to have a financial value for the participants, it is conditional that the share price exceeds the subscription price during the period when the warrant can be exercised. The Company deems that the share price is a good indication that the participants have contributed to long term value creation for the Company.
Preparation of the item

The warrant program has been developed by the Board of Directors with support from the Legal firm of Lindahl KB.
Authorization and decision rules

The Annual General Meeting instructs the Board of the Company to implement the decision according to point A above and to implement the transfer of warrants according to point B above.

The Board of Directors or person appointed by the Board makes the minor adjustments required for registration of the decision with Bolagsverket (Swedish Companies Registration Office).

SPECIAL MAJORITY REQUIREMENTS

For valid decisions in accordance with point 14 the proposal must receive support of shareholders representing at least two thirds (2/3) of both votes received and the votes present at the AGM and valid decisions in accordance with points 15 and 16 the proposal must receive support of shareholders representing at least nine tenths (9/10) of both votes received and the votes present at the AGM.

DOCUMENTS

Complete proposals for decisions and statements in accordance with the Companies Act, including the Auditor's statement, accounts documents and Audit report for 2020 are available at the company's offices and on the company website www.prevas.se at least three weeks before the Annual General Meeting, from Tuesday April 20th 2021. Copies of the documents will be sent to those shareholders who request them and provide a postal address.

PERSONAL DATA MANAGEMENT

For information about how your personal data is used, please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

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Västerås, April 2021

Prevas AB (publ)

The Board of Directors

This is a translation of an original document in Swedish. In case of dispute, the original document should be taken as authoritative (Kallelse till årsstämma 11 maj 2021 at www.prevas.se). Or contact the company direct.

Prevas AB, Box 4, SE-721 03 Västerås, Visiting address: Legeringsgatan 18, Tel. +46 (0)21-360 19 00 www.prevas.se, org.no. 556252-1384

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