The shareholders of
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
Right to participate
Shareholders who wish to participate in the AGM shall be registered in the Company’s share register maintained by
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be executed no later than on
Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company’s website, www.cellavision.com, and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
- Opening of the meeting
- Election of Chairman of the AGM
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the AGM has been duly convened
- Statement by the Company's CEO
- Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
- Resolution on adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
- Resolution on allocation of the Company’s profit according to the consolidated balance sheet
- Resolution on discharge from liability for the Board members and the CEO
- Resolution as to the number of Board members and auditors
- Resolution on the remuneration to the Board of Directors and auditor
- Election of Board members
The Nomination Committee’s proposed Board members:
Mikael Worning (re-election)- Christer Fåhraeus re-election)
Stefan Wolf (re-election)- Ann-Charlotte Jarleryd (re-election)
Louise Armstrong-Denby (re-election)- Election of Chairman of the Board
Mikael Worning (re-election)
- Election of auditor
- Resolution regarding principles for appointment of Nomination Committee
- Resolution on approval of remuneration report
- Closing of the meeting
The Nomination Committee’s resolution proposals
Election of Chairman of the meeting, Board members, Chairman of the Board and auditor, resolution on renumeration and resolution regarding principles for appointment of the Nomination Committee (item 2 and 12-17)
The Nomination Committee, with the Chairman of the Board
that Anton Walfridsson at Fredersen Advokatbyrå is elected Chairman of the AGM,
that the Board of Directors shall consist of five Board members and no deputy Board members,
that the number of auditors shall be one Auditor with no deputy auditors,
that remuneration to the Board shall be
that remuneration to the Auditor shall be in accordance with approved invoicing,
that
that
that the registered auditing company
that the principles for the appointment of the Nomination Committee adopted at the Annual General Meeting held in 2020 shall continue to apply also for the appointment of the Nomination Committee ahead of the Annual General Meeting to be held in 2025.
The Board of Director’s resolution proposals
Resolution on allocation of the Company’s profit according to the consolidated balance sheet (item 10)
The Board of Directors proposes a dividend for the financial year 2023 of
Resolution on approval of remuneration report (item 18)
The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Further information
As per the time of this notice, the total number of shares and votes in the Company amounts to 23,851,547. The Company does not hold any own shares.
The annual report, audit report and complete underlying documentation in general will be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.
The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act (Sw: aktiebolagslagen).
The Company has its registered office in
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
The Board of Directors
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