The shareholders of Prevas AB (publ), corporate registration number 556252-1384, are hereby given notice of the Annual General Meeting to be held on Wednesday May 18th 2022, at 6 p.m. in the Company’s premises at Glödgargränd 14, Västerås (Sweden).
RIGHT TO PARTICIPATE
Shareholders wishing to attend the Annual General Meeting must:
The notice must include the shareholder’s full name, personal identity or company registration number, address, telephone number, shareholding and, where applicable, the name of his/her proxy, representative and assistants (maximum two). Where applicable, e.g. for a legal person, the notice should also be accompanied by full authorisation documents such as a certificate of registration or equivalent.
In order to be entitled to participate in the Annual General Meeting, a shareholder who has had his/her shares nominee-registered must, in addition to registering for the Annual General Meeting, have the shares registered in his/her own name so that the shareholder is included in the share register as at the record date of Tuesday May 10th 2022. 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 Thursday May 12th 2022 at the latest will be observed when producing the shareholder list.
Shareholders represented by proxy must issue a written power of attorney to the proxy, signed and dated by the shareholder. The power of attorney must also be presented at the Annual General Meeting. The period of validity of the power of attorney may not exceed five years if specifically stated. If the power of attorney is issued by a legal person, a certified copy of the certificate of registration of the legal person or, in the absence of such a document, an equivalent authorisation document must be attached. In order to facilitate registration at the Annual General Meeting, the notice should be accompanied, where appropriate, by powers of attorney, certificates of registration and other authorising documents. If the shareholder intends to bring one or two assistants to the Annual General Meeting, the company must be notified of such participation as described above. Registration forms and proxy forms are available on the company's website www.prevas.se, and will be sent free of charge to shareholders who request them and provide their postal address.
INFORMAITON ON THE NUMBER OF SHARES AND VOTES
The total number of shares in the company at the date of issue of this notice is 12,736,893, of which 486,800 are Class A shares and 12,250,093 are Class B shares. Class A shares carry ten votes per share and Class B shares carry one vote per share. The total number of votes in the company thus amounts to 17,118,093. At the time of issuance of this notice, the Company has no own shares.
THE BOARD OF DIRECTOR’S PROPOSED RESOLUTIONS
Point 9 b) - Proposed resolution on the appropriation of the company's profits in accordance with the adopted balance sheet.
The profit for the year of SEK 34,304,908 and other unrestricted capital of SEK 185,052,659, totaling SEK 219,357,567, are at the disposal of the Annual General Meeting. The Board of Directors proposes that a dividend of SEK 3.50 per share, totaling SEK 44,579,126, be paid and that the remaining available earnings of SEK 174,778,441, be carried forward.
The record date for the payment is proposed to be May 20th 2022, and if the Annual General Meeting decides in accordance with the proposal, the dividend is expected to be paid through Euroclear on May 25th 2022.
Point 13 – Resolution on the approval of the remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' remuneration report in accordance with Chapter 8, 53 (a) Companies Act.
Point 14 - Resolution authorising the Board of Directors to decide on a new issue of Class B shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, to decide on a new issue of a maximum of 1,273,689 Class B shares in the company, entailing a share capital increase of a maximum of SEK 3,184,222.50, corresponding to approximately 10% of all shares in the company.
New issues of shares may be made with or without derogation from the shareholders' preferential rights, against payment in cash or with provision for payment in kind or set-off or otherwise subject to conditions. The purpose of the authorisation is to raise capital in connection with company acquisitions or, alternatively, to enable shares to be used as liquidity in such acquisitions. In the event of derogation from the shareholders' preferential rights, the issue shall be carried out on market terms.
It is further proposed that the Annual General Meeting authorise the Board of Directors, the CEO or a person appointed by the Board of Directors, to make such minor adjustments as may appear necessary in connection with the registration of the resolution by the Swedish Companies Registration Office.
The resolution of the Annual General Meeting as proposed by the Board of Directors under this item shall be valid only if supported by shareholders holding at least two thirds of both the votes cast and the shares represented at the meeting.
THE NOMINATION COMMITTEE'S PROPOSED RESOLUTION
Point 2 - Proposed election of Chairman of the Annual General Meeting
Christer Parkegren is proposed as Chairman of the Annual General Meeting.
Point 10 - Proposed resolution on the number of directors and deputy directors and the number of auditors and deputy auditors.
The Board of Directors is proposed to consist of six (6) members elected by the Annual General Meeting without substitutes. It is further proposed that the company shall have one auditor without deputy.
Point 11 - Proposed resolution on director and auditor fees
It is proposed that a fee of SEK 400,000 be paid to the Chairman of the Board and SEK 200,000 to each of the other ordinary members of the Board of Directors appointed by the Annual General Meeting, who are not employees of the company, for the period until the end of the next Annual General Meeting.
It is proposed that fees be paid to the auditors in accordance with the amount approved by the company.
Point 12 - Proposed election of the Board of Directors, the Chairman of the Board and the Auditor
Re-election of the Board members Ulrika Grönberg, Christer Parkegren, Pia Sandvik, Ebba Fåhraeus, Robert Demark and Christer Wallberg is proposed. Re-election of Christer Parkegren as Chairman of the Board of Directors is proposed. Information on proposed Board members is available on the company's website www.prevas.se.
The Nomination Committee proposes, in accordance with the Board's recommendation, the re-election of the audit firm Ernst & Young until the end of the next Annual General Meeting, with Per Modin as auditor in charge.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
According to Chapter 7, 32 the Companies Act, the Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors considers that this can be done without significant damage to the company, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the company or subsidiary and the company's relationship with another group company and the consolidated financial statements. Requests for such information should be submitted in writing to the company at Prevas AB (publ), Box 4, 721 03 Västerås, Sweden or by e-mail to firstname.lastname@example.org.
Complete proposals for resolutions and opinions in accordance with the Swedish Companies Act, including the auditor's opinion, as well as accounting documents and the auditor's report for 2021, will be available at the company's offices and on the company's website www.prevas.se no later than three weeks before the Annual General Meeting. Copies of the documents will be sent to shareholders who request them and provide their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Västerås April 2022
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 18 maj 2022 at www.prevas.se). Or contact the company direct.
Prevas AB (publ), Box 4, 721 03 Västerås, address for visitors: Glödgargränd 14, phone 021-360 19 00 www.prevas.se, corporate registration number 556252-1384.