ITAB SHOP CONCEPT AB ITAB Shop
REGISTRATION AND NOTIFICATION
Shareholders who wish to participate in the Annual General Meeting must be included in the share register prepared by
Shareholders must also notify the Company of their intention to participate in the Meeting:
** Shareholders who wish to participate in the Annual General Meeting at the meeting venue in person or through a proxy must notify the Company by post at "Annual General Meeting 2024",
** Shareholders who wish to participate in the Annual General Meeting through postal voting must notify the company by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal vote is received by the company not later than Wednesday,
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, in addition to providing notification of participation, shareholders whose shares are held in the name of a nominee must register their shares in their own name so that the shareholder is recorded in the share register as of
Postal voting
A special form must be used for postal voting. The postal voting form is available on the Company's website - itabgroup.com - under "Corporate Governance / General Meetings of Shareholders / Annual General Meetings / Annual General Meeting 2024". If the shareholder only intends to participate through postal voting, a separate notification is not required. The completed and signed form must be received by the Company not later than Wednesday,
If a shareholder casts a postal vote and notifies the Company of their intention to participate in the meeting at the meeting venue, the postal vote will still be valid provided the shareholder does not participate in the voting procedures at the Annual General Meeting or otherwise rescind their postal vote. If the shareholder chooses to participate in the voting procedures at the Annual General Meeting, the vote cast will replace the previously submitted postal vote on the item in question.
Proxies
If a shareholder wishes to be represented by a proxy at the meeting venue, a written and dated power of attorney, along with a certificate of incorporation or another certificate of authorisation in the case of a legal entity, must be submitted well in advance of the Annual General Meeting by post at "Annual General Meeting 2024,"
If a shareholder wishes to cast their postal vote through a proxy, a written and dated power of attorney must be enclosed with the postal voting form. If the shareholder is a legal entity, a certificate of incorporation or another certificate of authorisation must be enclosed.
A power of attorney form is available on the Company's website - itabgroup.com - under "Corporate Governance / General Meetings of Shareholders / Annual General Meetings / Annual General Meeting 2024."
Processing of personal data
For information about how your personal data is processed in connection with general meetings, refer to euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Read more about ITAB's processing of personal data in the Company's privacy policy available on the Company's website, itabgroup.com.
PROPOSED AGENDA
1) Opening of the Meeting
2) Election of Chairman for the Meeting
3) Preparation and approval of the electoral register
4) Approval of the Board of Directors' proposed agenda
5) Election of one or two person(s) to approve the minutes
6) Determination of whether the Meeting has been duly convened
7) Presentation of the Annual Report and the Auditor's Report, as well as the consolidated financial statements and the Auditor's Report on the consolidated financial statements for 2023
8) Presentation by the CEO
9) Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
10) Resolution regarding appropriation of the Company's profit according to the adopted balance sheet
11) Resolution regarding discharge of the Board members and the CEO from liability
12) Report on the work of the Nomination Committee
13) Determination of the number of Board members and the number of auditors
14) Determination of fees to the Board of Directors and auditors
15) Election of:
a) Board members and the Chairman of the Board
b) Auditors
16) Resolution regarding revised instructions for the Nomination Committee
17) Presentation of the Board's Remuneration Report for approval
18) Resolutions on reduction of the share capital by means of cancellation of repurchased ordinary shares and on increase of the share capital through a bonus issue without issuance of new shares
19) Resolution to authorise the Board of Directors to resolve on the issue of new shares
20) Resolution to authorise the Board of Directors to decide to acquire and convey own shares
21) Closing of the Meeting
THE NOMINATION COMMITTEE'S PROPOSALS FOR ITEMS 2 AND 13-16 ABOVE
At the Annual General Meeting on
Item 2 - Election of Chairman for the Meeting
Chairman of the Board
Item 13 - Determination of the number of Board members and the number of auditors
Seven elected Board members, no deputies. The auditor is to be a registered auditing company.
Item 14 - Determination of fees to the Board of Directors and auditors
Total Board fees of
As previously, remuneration to auditors is to be paid in accordance with a specified current account reviewed and approved by the Board of Directors.
Item 15a - Election of Board members and the Chairman of the Board
Re-election of current Board members Petter Fägersten,
Lars Kvarnsund was born in 1967 and studied economics at Jönköping
Re-election of
Information on the Board members proposed for re-election is available on the Company's website, itabgroup.com.
Item 15b - Election of auditors
Re-election of the registered auditing company
Provided that the Annual General Meeting resolves in accordance with the Nomination Committee's proposal,
Item 16 - Resolution regarding revised instructions for the Nomination Committee
For communication reasons, the Nomination Committee proposes a clarification of the Nomination Committee's assignment in the Nomination Committee instructions adopted at ITAB's Annual General Meeting 2022. The following change is proposed:
Current wording: "The Nomination Committee shall in all other aspects fulfil its tasks in accordance with the Swedish Corporate Governance Code."
Proposed new wording: "In its work, the Nomination Committee shall fulfil its tasks in accordance with the Swedish Corporate Governance Code, with the expressed purpose of working in the best interest of all shareholders."
THE BOARD OF DIRECTORS' PROPOSALS FOR ITEMS 10 AND 17-20 ABOVE
Item 10 - Resolution regarding appropriation of the Company's profit according to the adopted balance sheet
The Board of Directors proposes that MSEK 161 be distributed to ordinary shareholders and that the remainder of the Company's profit, MSEK 1,430, be brought forward.
This means that the Board of Directors proposes that
Should the Meeting resolve in accordance with this proposal, the dividend will be distributed through
Item 17 - Presentation of the Remuneration Report for approval
The Board of Directors proposes that the Annual General Meeting resolve to approve the Board of Directors' Remuneration Report for remuneration in 2023 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Item 18 - Resolutions on reduction of the share capital by means of cancellation of repurchased ordinary shares and on increase of the share capital through a bonus issue without issuance of new shares
The Board of Directors proposes that the Annual General Meeting resolve to reduce the share capital by cancelling the 3,079,659 ordinary shares repurchased under ITAB's repurchase programme. The purpose of the reduction is to enable an allocation to non-restricted equity. The reduction of the share capital will amount to
In order to restore the share capital after the proposed reduction of the share capital as described above, the Board of Directors proposes that the Annual General Meeting simultaneously resolve to increase the Company's share capital by
Report by the Board of Directors in accordance with Chapter 20, Section 13, Paragraph 4 of the Swedish Companies Act
In connection with the Board of Directors' proposal for a resolution to reduce the share capital by cancelling ordinary shares, the Board of Directors hereby submits the following report in accordance with Chapter 20, Section 13, Paragraph 4 of the Swedish Companies Act.
The Board of Directors' proposal to reduce the share capital states that the Board of Directors proposes that the Company's share capital be reduced by
To achieve a time-efficient redemption procedure without requiring permission from the Swedish Companies Registration Office or a court of law, the Board of Directors also proposes that the Annual General Meeting resolve to restore the Company's share capital to its current amount by increasing the share capital by
The reduction of the share capital through the cancellation of ordinary shares would reduce the Company's share capital by
After completion of the share capital reduction and bonus issue, the number of ordinary shares will be 215,020,533.
The Board of Directors, CEO or an individual appointed by the Board of Directors is to be authorised to make such minor adjustments to the resolutions according to item 18 above that may be necessary in connection with the registration of the resolutions with the Swedish Companies Registration Office or
Item 19 - Resolution to authorise the Board of Directors to resolve on the issue of new shares
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, on one or more occasions up until the next Annual General Meeting, to resolve to increase the Company's share capital by way of new share issues corresponding to a dilution of a maximum of 10 percent, based on the number of shares outstanding at the time of the Annual General Meeting's resolution on the authorisation, after full exercise of the authorisation proposed herein.
New share issues may be made with or without deviation from the shareholders' preferential rights to participate in the issue, against cash payment or against payment through offset or contribution in-kind, or on other conditions. Deviations from the shareholders' preferential rights may take place in circumstances where a directed issue is more advantageous for the Company for time or business purposes or similar reasons.
The purpose of the authorisation to resolve on new share issue is to increase the Company's financial flexibility and to enable acquisitions. The issue terms, including the issue price, shall be based on a market valuation where the issue price shall at all times be market-based, subject to a market issue discount where applicable.
The Board of Directors, CEO or an individual appointed by the Board of Directors is to be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.
Item 20 - Resolution to authorise the Board of Directors to decide to acquire and convey own shares
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board of Directors, on one or more occasions up until the next Annual General Meeting, to decide to purchase own shares so that the Company's holding, at any given time, does not exceed 10 percent of the total number of shares in the Company. The shares shall be purchased through Nasdaq Stockholm or through an offer to all shareholders and may only be acquired at a price per share within the Nasdaq Stockholm's applicable share price range, meaning the range between the highest purchase price and the lowest selling price.
The Board of Directors also proposes that the Meeting authorise the Board of Directors, on one or more occasions up until the next Annual General Meeting, to resolve to convey own shares. Conveyances may be carried out on Nasdaq Stockholm at a price within the applicable price range, meaning the range between the highest purchase price and the lowest selling price. Conveyances may also be made in other ways, with or without deviation from the shareholders' preferential rights, against cash payment or against payment through offset or contribution in-kind, or on other conditions. Upon such conveyances outside Nasdaq Stockholm, the price shall be established so that it is in accordance with market terms. The number of own shares conveyed may not exceed the number of shares held by the Company at the time of the Board of Directors' resolution regarding the conveyance.
The purpose of the authorisations is to give the Board of Directors increased flexibility with regard to the Company's capital structure where appropriate as well as to enable acquisitions of companies and business operations where payment is made with own shares.
The Board of Directors, CEO or an individual appointed by the Board of Directors is to be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.
MAJORITY REQUIREMENTS
Resolutions in accordance with items 18, 19 and 20 above require approval by at least two thirds of both the votes cast and the number of shares represented at the Annual General Meeting.
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SHARES AND VOTES
As of the date of this notice, there are 222,500,192 shares in the Company, of which 218,100,192 are ordinary shares and 4,400,000 are Class C shares. All ordinary shares entitle the holder to one vote, while one Class C share entitles the holder to 1/10 of a vote, meaning that there are a total of 218,540,192 votes in the Company. As of the date of this notice, the Company holds 3,079,659 ordinary shares and all 4,400,000 Class C shares.
SHAREHOLDERS' RIGHT TO OBTAIN INFORMATION
The Board of Directors and CEO must, if any shareholder so requests and the Board of Directors deems that it can do so without substantial damage to the Company, provide information at the meeting regarding circumstances that may impact the assessment of an item on the agenda and circumstances that may impact the assessment of the Company's economic situation. The disclosure requirement also covers information regarding the Company's relationship to another Group company, the consolidated accounts and such matters regarding subsidiaries as referred to in the preceding sentence.
DOCUMENTATION
Accounting records and the Auditor's Report, the Board's Remuneration Report, the auditors' statements regarding the application of the guidelines for remuneration of senior executives and on the proposal for reduction of the share capital by cancellation of repurchased ordinary shares, and the Board's statements on the proposed dividend and on the authorisation to repurchase own shares will be available at the Company's head office and on the Company's website, itabgroup.com, not later than three weeks prior to the Annual General Meeting and will be sent to shareholders who so request and who provide their postal address. The Nomination Committee's proposals and reasoned statement are available on the Company's website.
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Jönköping,
The Board of Directors
This information is such that
This is in all respects a translation of the Swedish original press release. In the event of any discrepancies between this translation and the Swedish original, the latter shall prevail.
For further information, please contact:
Tel.: +46 70 660 31 32
itab.com, itabgroup.com
AT ITAB we help customers turn consumer brand experience into physical reality with our know-how, solutions, and ecosystem of partners. We co-create with our customers, efficient retail solutions that deliver convenient and inspiring consumer experiences. The offer includes consultative design services, custom-made interiors, checkout systems, consumer guidance solutions, professional lighting systems and interactive digital solutions for the physical store. ITAB has annual sales of approximately
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