EVOLUTION AB Due to the coronavirus (COVID-19) and the restrictions that have been introduced in order to prevent the spread of the infection, the board has decided that the annual general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting.
REGISTRATION AND NOTIFICATION
Those who wish to attend the annual general meeting must:
- be entered as a shareholder in the share register kept by
Euroclear Sweden AB on Thursday8 April 2021 or, if the shares are registered in the name of a nominee, request from the nominee that the shares are registered for voting purposes in such time that the registration is completed no later than on Monday12 April 2021 ; and -
give notice of their intention to attend by having submitted a postal vote in accordance with the instructions under the heading "Voting by post" below in such manner that
Euroclear Sweden AB has received the postal vote no later than on Thursday15 April 2021 , at the latest. Please note that the notification to the annual general meeting can only be made by postal voting.
SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder's own name in the share register kept by
VOTING BY POST
The board has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote 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. When voting by post, the shareholder shall use the voting form and follow the Company's instructions that are available on the Company's website: www.evolution.com. A completed and signed voting form should be sent by mail to
Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form.
NUMBER OF SHARES AND VOTES
At the date the notice is issued, the total number of shares in the company is 212,327,008, which corresponds to a total of 212,327,008 votes. The company holds no own shares.
SHAREHOLDERS' RIGHTS TO REQUEST INFORMATION
Shareholders attending the general meeting may request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). A request for such information should be made in writing to
PROPOSED AGENDA
- Opening of the meeting
- Election of chairman of the meeting
- Election of one person to verify the minutes of the meeting
- Preparation and approval of the voting list
- Approval of agenda
- Determination of whether the meeting has been duly convened
- Resolution:
- on adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
- on the disposition of the company's profit or loss as shown in the adopted balance sheet
- on discharge from liability of members of the board and the managing director
- Determination of the number of members of the board of directors to be elected
- Determination of the fees to be paid to the board of directors
- Election of the board of directors
- Determination of fees to be paid to the auditor
- Election of auditor
- Resolution on the instruction to the nomination committee
- Resolution on the Remuneration Report
- Resolution on amendments to § 1 of the articles of association
- Resolution on:
- authorisation for the board of directors to acquire own shares
- authorisation for the board of directors to transfer own shares
- Resolution on authorisation for the board of directors to issue shares, warrants and convertible debt
- Resolution on authorisation for the board of directors to re-purchase warrants
- Closing of the meeting
Item 2: Election of chairman of the meeting
The nomination committee proposes that
Item 3: Election of one or two persons to verify the minutes of the meeting
Item 4: Preparation and approval of the voting list
The voting list that is proposed to be approved under item 4 on the agenda is the voting list that
Item 7 b): Resolution on the disposition of the company's profit or loss as shown in the adopted balance sheet
The board of directors proposes a dividend of
If the annual general meeting resolves in accordance with the board of directors' proposal, payment of the dividend is expected to be made on Tuesday
Item 8: Determination of the number of members of the board of directors to be elected
The nomination committee proposes that five board members be elected.
The nomination committee proposes that the total fees to the board members for the period until the next annual general meeting, shall amount to a total of
Item 10: Election of the board of directors
The nomination committee proposes that
A presentation of the proposed board members, including an assessment of their independence in relation to the company, the company management and major shareholders, is available on the company's website, www.evolution.com.
Item 11: Determination of fees to be paid to the auditor
The nomination committee proposes that the fees to the auditor be paid as per approved invoice.
Item 12: Election of auditor
The nomination committee proposes, in accordance with the audit committee's recommendation, that the registered accounting firm Öhrlings
Item 13: Resolution on the instruction to the nomination committee
The nomination committee proposes that the principles setting out how members of the nomination committee are appointed that were adopted at the annual general meeting 2017, 2018, 2019 and 2020 continue to be applied as the instruction to the nomination committee and that such principles shall continue to apply indefinitely.
The instruction to the nomination committee adopted at the annual general meeting 2017, 2018, 2019 and 2020 are available on the Company's website, www.evolution.com.
Item 14: Resolution on Remuneration Report
The board of directors proposes no amendments in the guidelines for remuneration to the senior management (the "Guidelines") adopted by the annual general meeting on
The board of directors' remuneration report for 2020 (the "Remuneration Report") provides an outline of how the Guidelines have been implemented in 2020. The Report also provides information on the remuneration of the company's CEO and a summary of the company's outstanding incentive programmes. The Report has been prepared in accordance with Chapter 8, Sections 53 a and 53 b of the Swedish Companies Act (2005:551) and the remuneration rules issued by the Swedish Corporate Governance Board. There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines in 2020. The Remuneration Report is available at the company's website, www.evolution.com.
The board of directors proposes that the annual general meeting approves the Remuneration Report.
Item 15: Resolution on amendments to § 1 of the articles of association
The board of directors proposes that § 1 of the articles of association be amended so that the registered name of the company is changed to
| Current wording: |
| § 1 Firma § 1 Registered nameBolagets firma är The registered name of the company is |
| Proposed wording: |
| § 1 Företagsnamn § 1 Registered nameBolagets företagsnamn är The registered name of the company is |
Item 16 a): Resolution on authorisation for the board of directors to acquire own shares
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to resolve on acquisitions of
- Acquisitions of shares may be made on Nasdaq Stockholm.
- The authorisation may be exercised on one or more occasions before the annual general meeting 2022.
- A maximum number of own shares may be acquired so that the company's holding of own shares at any given time does not exceed 10 per cent of all the shares in the company.
- Acquisitions of the company's own shares on Nasdaq Stockholm may only be made within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price.
The purpose of the authorisation to acquire own shares is to enable the board of directors to optimise and improve the capital structure of the company, thereby creating added shareholder value, and/or to enable the company to use acquired own shares as payment for, or financing of, acquisitions of companies or businesses or to hedge or facilitate the settlement of the company's incentive programmes.
The board of directors shall have the right to decide on other terms and conditions for acquisitions of own shares in accordance with the authorisation.
Item 16 b): Resolution on authorisation for the board of directors to transfer own shares
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to resolve on transfers of
- The transfer may be made on or outside of Nasdaq Stockholm.
- The authorisation may be exercised on one or more occasions before the annual general meeting 2022.
- Transfer of own shares may be made of up to the number of shares that, at any given time, are held by the company.
- Transfer of own shares on Nasdaq Stockholm may only be made within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest selling price. Transfers of own shares outside of Nasdaq Stockholm may be made against payment in cash, in kind or by way of set-off, and the price shall be established so that the transfer is made on terms corresponding to the terms for the relevant incentive programme or otherwise on market terms.
The purpose of the authorisation to transfer own shares is to enable the board of directors to optimise and improve the capital structure of the company, thereby creating added shareholder value, and/or to enable the company to use acquired own shares as payment for, or financing of, acquisitions of companies or businesses or to hedge or facilitate the settlement of the company's incentive programmes.
The board of directors shall have the right to decide on other terms and conditions for transfers of own shares in accordance with the authorisation.
Item 17: Resolution on authorisation for the board of directors to issue shares, warrants and convertible debt
The board of directors proposes that the annual general meeting authorise the board of directors to, within the scope of the articles of association, with or without deviation from the shareholders' preferential rights, on one or several occasions during the period until the next annual general meeting, resolve to increase the company's share capital by issuing new shares, warrants or convertible debt in the company. The authorisation shall be limited whereby the board of directors may not resolve to issue shares, warrants or convertible debt that involve the issue of, or conversion into shares corresponding to, more than ten (10) per cent of the shares in the company at the time of the annual general meeting. The issues shall be made on market terms and payment may, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to be able to carry out and finance acquisitions of businesses and assets.
Item 18: Resolution on authorisation for the board of directors re-purchase warrants
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 resolve to repurchase, at the market price (which shall be based on the volume weighted average price of the company share for a period close to the period for repurchase), of the 352,256 warrants issued by the annual general meeting 2018 which have been transferred to holders and not repurchased (which entitle the holders to subscribe for 1,761,280 new shares). The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the Company for
The board of directors shall be authorised to resolve on the terms of implementation and the administrative measures that may be required to implement this resolution.
The purpose of the repurchase is to limit the dilution of the company's shares while the warrant holders are offered an opportunity to receive the value of the warrant without the need for additional financing and/or to be able to use such value to exercise warrants which are not repurchased. Repurchased warrants are to be held in the Company's custody and cancelled without being transferred or exercised.
MAJORITY REQUIREMENTS
Resolutions in accordance with items 15, 16 a) and b) and 17 are only valid where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
DOCUMENTS
The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company's website, www.evolution.com, not later than three weeks prior to the annual general meeting as well as be sent free of charge to shareholders who so request and provide their name and address. The share register will also be made available at the company.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the annual general meeting, see the privacy note available on
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The board of directors
Evolution is licensed and regulated by the
https://news.cision.com/evolution/r/notice-of-annual-general-meeting,c3307727
https://mb.cision.com/Main/12069/3307727/1387795.pdf
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