The shareholders of
A. RIGHT TO ATTEND THE ANNUAL GENERAL MEETING
Shareholders who intend to attend the meeting must:
- be registered in the share register kept by
- notify the Company of their intention to participate no later than on
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. For shareholders wishing to participate through a proxy, the Company provides a proxy form on the Company´s website www.arlaplastgroup.com. If the power of attorney has been issued by a legal entity, a certificate of incorporation or a corresponding document for the legal entity must be attached. Shareholders participating through a proxy should submit the proxy form to the above address so that it reaches the Company no later than
Nominee-registered shares
Shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by
B. AGENDA ITEMS ON THE ANNUAL GENERAL MEETING
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Election of person to verify the minutes.
5. Determination as to whether the Annual General Meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report of the group, and a statement from the Company's auditor confirming compliance with the remuneration guidelines for senior executives.
8. Speech by the CEO.
9. Resolutions regarding
- adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
- appropriation of the Company´s profit pursuant to the adopted balance sheet
- discharge from liability for the Board members and the CEO
10. Report of the work of the Nomination Committee.
11. Determination of fees to the Board members and to the auditors.
12. Determination of the number of Board members and auditors and deputy auditors.
13. Election of Board members, auditors and deputy auditors.
Proposal of the Nomination Committee:
a. Jan Synnersten (re-election)
b.
c. Ulf Hedlundh (re-election)
d. Annelie Arnbäck (re-election)
e.
f.
g. Jan Synnersten as Chairman of the board (re-election)
h.
14. Resolution on approval of remuneration report.
15. Resolution on authorization for the Board to resolve upon issues of shares.
16. Closing of the Annual General Meeting.
C. THE NOMINATION COMMITTEE´S PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 2 AND 11-13
In accordance with the principles for appointing the Nomination Committee, adopted by the Annual General Meeting 2021, the Chairman of the Board contacted the Company's three largest shareholders in terms of voting rights as of the last banking day in September the year prior to the Annual General Meeting. The Nomination Committee prior to the Annual General Meeting 2024 consists of:
- Jan Synnersten, representing
Jan Synnersten AB Fredrik Persson , representingSwedia Invest AB -
Lars Kvarnsund, representing
Svolder AB
Lars Kvarnsund is the Chairman of the Nomination Committee. The Nomination Committee presents the following proposals to the Annual General Meeting 2024:
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes Jan Synnersten, or in the event of his impediment, the person appointed by the Nomination Committe instead, be elected Chairman of the Annual General Meeting.
Determination of fees to the Board members and to the auditors (item 11)
The Nomination Committee proposes the following fees:
SEK 400,000 (400,000) to the Chairman of the Board andSEK 220,000 (220,000) to each of the other Board members elected by the Annual General Meeting and not employed by the Company.SEK 70,000 (70,000) to the Chairman of the Audit Committee andSEK 40,000 (40,000) to each of the other members of the Audit Committee.SEK 40,000 (40,000) to the Chairman of the Remuneration Committee andSEK 25,000 (25,000) to each of the other members of the Remuneration Committee.
The Nomination Committee proposes that the fees to the Company's auditor be paid according to approved invoice.
Determination of the number of Board members and auditors and deputy auditors (item 12)
The Nomination Committee proposes that the number of Board members elected by the general meeting during the coming term of office shall be a total of six without deputies.
The Nomination Committee proposes that one registered auditing company be appointed as auditor and that no deputy auditors be appointed.
Election of Board members, auditors and deputy auditors (item 13)
The Nomination Committee proposes re-election of the Board members Jan Synnersten,
All of the proposed Board members are presented in more detail on the Company´s website. The Nomination Committee has submitted a separate reasoned opinion concerning its proposal for the Board of Directors.
The Nomination Committee proposes, in accordance with the Audit Committee´s recommendation, re-election of the registered auditing company
D. THE BOARD OF DIRECTORS´ PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 9b, 14 and 15
Resolution regarding appropriation of the Company´s profit pursuant to the adopted balance sheet (item 9b)
The Board of Directors proposes that the available profits of in total
The Board of Directors further proposes that
If the Annual General Meeting resolves in accordance with the Board of Directors' proposal, the estimated date for payment of the dividend through
Resolution on approval of remuneration report (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors´ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on authorization for the Board to resolve upon issues of shares (item 15)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors on one or more occasions, during the period until the next Annual General Meeting, to resolve to issue shares, with or without deviation from shareholders' preferential rights. By virtue of the authorization, the Board of Directors may decide to issue a maximum of 2,098,000 new shares, corresponding to a maximum of ten (10) percent of the total number of outstanding shares in the Company. In addition to payment in cash, payment may be made in kind or by set-off, or otherwise subject to conditions. If the Board decides on a new share issue with deviation from the shareholders' preferential rights, its purpose shall be to enable the Company to fully or partially finance an acquisition by issuing shares as payment in connection with an acquisition agreement, or to raise capital for such an acquisition. New issues of shares made with deviation from the shareholders' preferential rights shall occur at a subscription price in accordance with market conditions, including a discount in accordance with market conditions where applicable.
The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.
Resolution in accordance with the proposal presupposes that the resolution is supported by at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
E. NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of this notice, the total number of shares in the Company amounts to 20,980,000, corresponding to a total of 20,980,000 votes. The Company holds no treasury shares.
F. RIGHT TO RECEIVE INFORMATION
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the assessment of the Company's or subsidiaries' financial situation, the Company's relation to other companies within the group and the consolidated financial statements.
G. AVAILABLE DOCUMENTS
Accounting documents and auditor's report and the Board of Directors' complete proposed resolutions under items 9b (including the Board's statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, 14 (including auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act and 15, as well as the Nomination Committee's proposed resolutions under items 2 and 11-13 (including its reasoned opinion), will be available from the Company at the address
H. PROCESSING OF PERSONAL DATA
For information on the processing of personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
________________________
Borensberg in
The Board of Directors
https://news.cision.com/arla-plast-ab/r/notice-of-annual-general-meeting-in-arla-plast-ab--publ-,c3952596
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