The shareholders of Prevas AB (publ), corporate registration number 556252-1384, are hereby given notice of the Annual General Meeting to be held on Thursday May 11, 2023, 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 Wednesday May 3, 2023. Such registration may be temporary (so called 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 at the latest by Friday May 5, 2023 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 shall 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 422,800 are Class A shares and 12,314,093 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 16,542,093. 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 84,043,452 and other unrestricted capital of SEK 174,930,875, totaling SEK 258,974,327, are at the disposal of the Annual General Meeting. The Board of Directors proposes that a dividend of SEK 4.50 per share, totaling SEK 57,316,019, will be paid and that the remaining available earnings of SEK 201,658,308, be carried forward.
The record date for the payment is proposed to be May 15, 2023, and if the Annual General Meeting decides in accordance with the proposal, the dividend is expected to be paid through Euroclear Sweden AB on May 19, 2023.
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, Section 53 (a) of the Swedish 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 per cent of all shares in the company, at the time for the annual general meeting.
New issues of shares may be made with or without derogation from the shareholders' pre-emption 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' pre-emption 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 Chief Executive Officer 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.
Item 15 – Resolution regarding long-term incentive program 2023/2026
The Board of Directors proposes that the Annual General Meeting makes a resolution regarding the issue of warrants and on approval of transfer of warrants etc. in accordance with the following.
A. Issue of warrants
The Board of Directors proposes that the Annual General Meeting resolves to enforce a directed issue of a maximum 47,500 warrants, meaning an increase of share capital, if fully subscribed, of a maximum SEK 118,750. The following main conditions must apply for the decision.
B. Approval of allocation of warrants
C. Further information on the warrant program
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 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 remuneration of SEK 440,000 is to be be paid to the Chairman of the Board and SEK 220,000 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 remuneration is to 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 of Directors' recommendation, the re-election of the audit firm Ernst & Young AB 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, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer 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.
SPECIAL MAJORITY REQUIREMENT
For resolutions according to item 14 to be valid, each proposal must be supported by shareholders holding at least two thirds (2/3) of the votes cast as well as of the shares represented at the meeting. A resolution according to item 15 is valid only when supported by shareholders holding at least nine tenths (9/10) of the votes cast as well as of the shares represented at the meeting.
The Board of Directors’ and Nomination Committee’s complete proposals, including the Board of Directors’ and auditors reports as well as the accounting documents and the auditor’s report for 2022, will be available at the company 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 2023
Prevas AB (publ)
The Board of Directors
Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
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.