At the request of the shareholder Ulrich Boyer, who controls approximately 18.4 percent of the total number of shares and votes in Nepa AB (publ), 556865-8883, (the “Company”), the shareholders of the Company are hereby invited to an Extraordinary General Meeting (“EGM”) to be held on Friday, 15 March 2024 at 1 p.m. at the Company’s premises at Maria Skolgata 83 in Stockholm.

Notification of participation
Shareholders who wish to participate in the EGM must:

  • both be registered in the share register maintained by Euroclear Sweden AB on Thursday, 7 March 2024;
  • notify their intention to participate to the Company no later than Monday, 11 March 2024, either by e-mail ir@nepa.com (please state “EGM 2024” in the subject line), phone +46 840 026 800 or mail Nepa AB (publ), att: Edvard Hagman, “EGM 2024”, Maria Skolgata 83, 118 53 Stockholm.

The notification shall include, the shareholder’s name, personal identification number or company registration number (or equivalent), address, telephone number (daytime), shareholding, details of any advisor (maximum two), and, if applicable, details of representatives or proxies.

Participation by proxy
Shareholders who are represented by proxy must issue a signed and dated power of attorney. If the shareholder is a legal entity, a certificate of registration or corresponding authorisation documents must be attached to the form. The power of attorney is valid for the period stated in the power of attorney, but no longer than five years. The power of attorney in the original form as well as any registration certificate shall be submitted to the Company at the above address well in advance of the EGM. The Company provides proxy forms on request and the form is available at the Company’s website, www.nepa.com.

Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the EGM. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date Thursday, 7 March 2024. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that has been completed by the nominee no later than Monday, 11 March 2024 will be considered when preparing the share register.

Proposed Agenda

  1. Opening of the meeting and election of chairperson
  2. Establishment and approval of the voting list
  3. Approval of the agenda
  4. Election of one or two persons to verify the minutes
  5. Determination of whether the meeting has been duly convened
  6. Determination of the number of board members
  7. Election of board members
  8. Closing of the meeting

Proposed resolutions

Item 1 – Election of chairperson
The board of directors proposes that lawyer Per Hedman from Cirio Advokatbyrå, or in his absence, a person appointed by the board of directors, should be appointed as chairperson of the EGM.

Item 6 – 8 – Determination of the number of board members and election of board members
The shareholder Ulrich Boyer, who controls approximately 18.4 percent of the total number of shares and votes in the Company, has requested that the board of directors convene an EGM to resolve on the number of board members and to elect board members. The shareholder has stated that he intends to revert with proposals no later than in connection with the EGM.

Disclosure at the EGM
The shareholders have the right to request that the board of directors and the CEO provide information about conditions that may impact the assessment of an item on the agenda for the EGM. The board of directors and the CEO must provide such information at the EGM if it may be done without material harm to the Company.

Processing of personal data
For information on how your personal data is processed in connection to the EGM, see the privacy policy available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in February 2024
Nepa AB (publ)
The Board of Directors

For more information, please contact:
Edvard Hagman, Investor Relations, ir@nepa.com

About Nepa
Nepa, a leader in Brand Experience and Marketing Optimization, helps some of the world’s most reputable brands drive growth through data. This is achieved by combining first-class research, cutting-edge technology, deep expertise, and innovative solutions. Headquartered in Stockholm, Sweden, with offices in Norway, Finland, Denmark, UK, USA and India, the company is listed on the Nasdaq First North Growth Market and has been publicly traded since 2016.

Redeye AB is Nepa’s Certified Adviser. Full contact details are available at nepa.com/investor-relations.

Attachments
Notice of extraordinary general meeting in Nepa AB (publ)

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