The shareholders in
Due to the COVID-19 pandemic, the Board has decided that the Meeting will be held without physical attendance by the shareholders, proxies or outside parties and that shareholders will only be able to exercise their voting rights by post ahead of the Meeting. Information regarding the resolutions passed at the Annual General Meeting will be published on
REGISTRATION AND NOTIFICATION
Shareholders who wish to participate in the Meeting through postal voting must:
- be recorded in the shareholders' register maintained by
Euroclear Sweden AB not later than Wednesday,24 November 2021 , and -
notify the Company's head office of their intention to participate in the Meeting by submitting their postal vote in accordance with the instructions under the heading "Postal voting" below not later than Wednesday,
1 December 2021 .
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting by submitting their postal vote, re-register the shares in their own name so that the shareholders are registered in the shareholders' register on the record date of Wednesday,
Personal data obtained from the shareholders' register maintained by
POSTAL VOTING
The Board of Directors has decided that the shareholders may exercise their voting rights only through postal voting, pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. A special form is to be used for postal voting. The postal voting form is available from
Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, the postal vote will be rendered invalid. Further instructions and conditions can be found on the postal voting form.
POWER OF ATTORNEY
If the shareholder wishes to cast their postal vote through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the form. The power of attorney form is available from
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of the Chairman to preside over the Meeting.
3. Election of one or two persons to approve the minutes to be taken at the Meeting along with the Chairman.
4. Compilation and approval of electoral register.
5. Approval of the agenda proposed by the Board of Directors for the Meeting.
6. Determination of whether or not the Meeting has been duly convened.
7. Resolution regarding amendments to the Articles of Association.
8. Resolution regarding the authorisation for the Board of Directors to carry out a cash redemption of 2018/2022 call options.
9. Closing of the Meeting.
PROPOSALS BY THE BOARD OF DIRECTORS FOR RESOLUTIONS REGARDING ITEMS 2-4 AND 7 IN ACCORDANCE WITH THE ABOVE
Item 2 Election of the Chairman to preside over the Meeting.
The Board proposes that Johan Sjö be elected as Chairman of the Meeting.
Item 3 Election of one or two persons to approve the minutes to be taken at the Meeting along with the Chairman.
The Board of Directors proposes that Peter Hofvenstam (Nordstjernan) be appointed along with the Chairman of the Meeting to approve the minutes to be taken at the Meeting, or in the event that one or both of these individuals are unable to participate, that the individual(s) appointed by the Board of Directors do so in their stead. The role of the persons approving the minutes also includes checking the
Item 4 Compilation and approval of electoral register
Item 7 Resolution regarding amendments to the Articles of Association.
The Board proposes that the Meeting resolve to change the wording of Article 1, regarding the Company's registered name, as follows:
- The wording of Article 1 be changed from "The registered name of the Company is
Momentum Group AB . The Company is a public limited liability company (publ)." to "The registered name of the Company isAlligo AB . The Company is a public limited liability company (publ)."
More information about the Company's name change can be found in the press release published by the Company on
The Board of Directors and the President & CEO, or the person appointed by the Board, are entitled to make the minor adjustments in the decision that may be necessary in conjunction with their registration.
For a valid resolution regarding the above proposal, it must be approved by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the Meeting.
Item 8 Resolution regarding the authorisation for the Board of Directors to carry out a cash redemption of 2018/2022 call options
The Annual General Meeting on
The redemption periods for the call options might interfere with the Company's intentions to separately list the business area Components & Services on Nasdaq Stockholm during the first half of 2022.
Given the above, the Board of Directors proposes that the Meeting approve the offer of a cash redemption of the 240,000 call options outstanding in the Call Option Programme 2018/2022 to the call option holders. The redemption price for the call options will correspond to the market value of the call options using an external independent assessment in accordance with a generally accepted valuation method (Black & Scholes model, including the time value through May 2022).
In the event that not all of the call option holders choose to accept the offer of a cash redemption, the Board intends, provided that the Meeting resolves in accordance with the Board's proposal, to utilise the authorisation to acquire and convey treasury shares, as resolved at the Annual General Meeting on
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SHARES AND VOTES
The Company has issued a total of 50,906,189 shares, of which 1,062,436 are Class A shares and 49,843,753 are Class B shares, of which 425,300 are held in treasury by the Company. After deducting the shares held by the Company, the total number of votes amounts to 60,042,813. The above information pertains to the conditions at the time this official notification was issued.
DOCUMENTS
The complete proposals of the Board of Directors for resolutions under Item 7 on the agenda will be available from the Company and on the Company's website not later than three weeks prior to the Meeting and will be sent to shareholders who so request and who provide their postal address. The above documents will be presented at the Meeting.
BOARD OF DIRECTORS
For further information, please contact:
Clein Ullenvik, Tel: +46 70 558 84 17
This information is such that
https://news.cision.com/momentum-group-ab--publ-/r/notice-of-extraordinary-general-meeting-of-shareholders-in-momentum-group-ab--publ--on-2-december-20,c3442999
https://mb.cision.com/Main/18955/3442999/1488273.pdf
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