N.B. This notice is a translation of a Swedish notice, and in case of any conflict between the two language versions, the Swedish version shall prevail.
The shareholders of
Information about the resolutions passed will be published on
Notification of attendance
To participate in the AGM, through postal voting, shareholders must be registered as of
Shareholders with nominee-registered shares must temporarily register the shares in their own name with
Mail-in Procedures
The shareholders may exercise their voting rights at the AGM only by voting in advance through so-called postal voting in accordance with section 22 of the Implementation of Shareholder and Association Meetings (Temporary Exceptions) Act (sv. Lag (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor).
Shareholders who wish to vote shall use a special form for postal voting available on the Company's website, www.hudyagroup.com. The completed postal voting form and, where applicable, relevant authorization documents, must be received by the Company no later than on
Shareholders voting in advance represented by proxy shall issue a written and signed power of attorney. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed. Proxy form is available at the Company's website, www.hudyagroup.com, and shall be enclosed with the postal voting form.
Shareholders' right to receive information
The Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company's or subsidiary's financial position and the Company's relationship to other group companies and the consolidated accounts.
As the AGM will be held without a physical meeting, a request for information shall be made in writing to
Proposed agenda
1. Election of chairman of the AGM.
2. Preparation and approval of the voting list.
3. Election of one or two persons who shall attest the minutes of the AGM.
4. Determination of whether the Annual General Meeting has been duly convened.
5. Approval of the agenda.
6. Submission of the annual report and the auditor's report, as well as the consolidated financial statements and the auditor's report for the group.
7. Resolutions regarding
a. adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet,
b. appropriation of the Company's profit or loss according to the adopted balance sheet, and
c. discharge from liability of the members of the Board of Directors and CEO.
8. Determination of the number of members of the Board of Directors and auditors.
9. Determination of fees for the members of the Board of Directors and the auditors.
10. Election of members of the Board of Directors and auditors.
11. Resolution on amendments of the Articles of Association.
12. Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments.
13. Resolution on adoption of a Nomination Committee and instructions for the Nomination Committee.
Proposals to resolution
Item 1 - Election of chairman of the AGM
The Chairman of the Board, Ole Morten Settevik, or, in case of his impediment, the person instead appointed by the Board, is proposed to be elected as chairman of the AGM.
Item 2 - Preparation and approval of the voting list
The voting list proposed for approval, is the voting list drawn up by the chairman of AGM, based on AGM's register of shareholders and postal votes received, as verified by the persons attesting the minutes of the AGM.
Item 3 - Election of one or two persons to who shall attest the minutes of the AGM
It is proposed that two persons to attest the minutes of the AGM be elected, and that
Item 7 b - Resolution regarding appropriation of the Company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 8 - Determination of the number of board members and auditors
It is proposed that the number of board members shall be four. It is proposed that a registered accounting firm is appointed as auditor.
It is proposed that fees to the Chair of the Board of Directors shall be paid with
Auditors' fee is proposed to be paid on the basis of approved invoices.
Item 10 - Election of board members and auditor
It is proposed re-election of board members Ole-Morten Settevik,
Furthermore, it is proposed re-election of the registered accounting firm
Item 11 - Resolution on amendments of the Articles of Association
The Board of Directors proposes that the AGM resolves to amend the Articles of Association's limits for share capital and number of shares as well as resolves to amend the Articles of Associations due to new and proposed amendments to Swedish company law. The proposed amendments to the Articles of Association are set out below.
Current wording Proposed wording
4 § Share capitalThe 4 § Share capitalThe Company's share capital shall
Company's share amount to not less than
capital shall amount not more than
to not less than SEK
3,000,000 and not more
than
5 § Number of 5 § Number of sharesThe number of shares in the
sharesThe number of Company shall be not less than 15,000,000 41 000 000
shares in the Company and not more than 60,000,000 164 000 000. All shares
shall be not less than are of the same class.
15,000,000 and not
more than 60,000,000.
All shares are of the
same class.
9 § Notice of General 9 § Notice of General MeetingNotice of an Annual
MeetingNotice of an General Meeting and an Extraordinary General Meeting
Annual General Meeting where the issue of amendment of the Articles of
and an Extraordinary Association will be considered must be issued not
General Meeting where earlier than six (6) and not later than four (4) weeks
the issue of amendment before the Meeting.Notice of other Extraordinary
of the Articles of General Meeting shall be issued not earlier than six
Association will be (6) and not later than two (2) weeks prior to the
considered must be meeting.Notice of a General Meeting shall be made
issued not earlier through advertising in Post- och Inrikes Tidningar
than six (6) and not (the
later than four (4) website. At the time of notice, information that
weeks before the notice has been given shall be announced in Svenska
Meeting.Notice of Dagbladet.Shareholders who wish to participate in the
other Extraordinary negotiations at a General Meeting must be included in
General Meeting shall a printout or other presentation of the entire share
be issued not earlier register regarding the conditions five working days
than six (6) and not before the General Meeting and, on no later than the
later than two (2) day stated in the notice of the Meeting, notify the
weeks prior to the company. The latter must not be Sunday, other public
meeting.Notice of a holiday, Saturday, Midsummer's Eve,
General Meeting shall
be made through weekday prior to the general shareholders'
advertising in Post- meeting.Shareholders may bring one or two assistants
och Inrikes Tidningar at the General Meeting, however, only if shareholders
(the Swedish Official have notified this in accordance with the previous
Gazette) and on the paragraph.
company's website. At
the time of notice,
information that
notice has been given
shall be announced in
Svenska
Dagbladet.Shareholders
who wish to
participate in the
negotiations a General
Meeting must be
included in a printout
or other presentation
of the entire share
register regarding the
conditions five
working days before
the General Meeting
and, on the day stated
in the notice of the
Meeting, notify the
company. The latter
day must not be
Sunday, other public
holiday, Saturday,
Midsummer's Eve,
Year's Eve
not fall before the
fifth weekday prior to
the general
shareholders'
meeting.Shareholders
may bring one or two
assistants at the
General Meeting,
however, only if
shareholders have
notified this in
accordance with the
previous paragraph.
11 § Reconciliation 11 § Reconciliation registerThe company's shares shall
registerThe company's be registered in a reconciliation register in
shares shall be accordance with the
registered in a Depositories and Financial Instruments Accounting
reconciliation Accounts Act (1998:1479).
register in accordance
with the Financial
Instruments Accounting
Act (1998:1479).
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 12 - Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors, within the Articles of Association's limits for shares and share capital, on one or several occasions, during the period up to the next Annual General Meeting, to resolve on a new issue of shares, warrants and/or convertible instruments, with or without pre-emptive rights for the shareholders. Issue resolution on the basis of the authorization may be made with a provision on non-cash consideration, set-off or cash payment.
The total issue proceeds in issues that are resolved on the basis om the authorization may not exceed
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 13 - Resolution on adoption of a Nomination Committee and instructions for the Nomination Committee.
It is proposed that the AGM resolves to adopt a Nomination Committee consisting of three members and resolves on instructions for the Nominations Committee as set out below.
The Nomination Committee shall be constituted by representatives for the three largest shareholders in terms of voting rights based on information from
Members of the Board may not constitute a majority of the Nomination Committee. Neither the chief executive officer nor other members of the executive management are to members of the Nomination Committee.
The Nomination Committee is to appoint a Chairman from among its members. Neither the Chairman of the Board nor any other member of the Board may chair the Nomination Committee.
The names of the appointed members of the Nomination Committee and the shareholders they have been appointed by is to be published on the Company's website as soon as they have been appointed.
The Nomination Committee's term of office runs until a new Nomination Committee has been appointed. If a member resigns from the Nomination Committee, the shareholder who appointed the member shall have the right to appoint a replacement. If, during the term of office of the Nomination Committee, one ore more shareholders who appointed members of the Nomination Committee no longer belong to the three largest shareholders in terms of voting rights, members appointed by these shareholders must tender their resignation and shareholder or shareholders added among the three largest shareholders in terms of voting rights shall have the right to appoint members. Unless there are special reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if the change occurs later than three months before the Annual General Meeting. Changes in the composition of the Nomination Committee are to be published as soon as they have taken place.
The Nomination Committee is to prepare proposals on the following issues to be submitted to the Annual General Meeting for resolution:
· proposal for Chairman of the Annual General Meeting,
· proposal for the number of Board members,
· proposal for Board members and Chairman of the Board,
· proposal for fees and other remuneration to each member of the Board and, where appropriate, remuneration for committee work,
· proposal for election and remuneration of auditor, and
· to the extent deemed necessary, proposal for amendments to this instruction.
The Nomination Committee's proposal is to be presented in the notice of the Annual General Meeting and on the Company's website. The Nomination Committee is not to receive any fees, but the Company is to be able to pay reasonable costs connected to the work of the Nomination Committee.
This instruction for the Nomination Committee applies until the General Meeting resolves to amend the instruction.
Majority requirements
Resolutions in accordance with items 11 and 12 above require that the resolutions are supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes in the Company
At the time of issue of this notice, the total number of shares and votes in the Company is 41,291,905. The Company holds no treasury shares.
Shareholders' rights to receive information
The Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company's or subsidiary's financial position and the Company's relationship to other group companies and the consolidated accounts.
Available documents
The full proposal is presented in this notice, which is available at the Company and on its website as detailed below.
Accounting documents and auditor's reports for the financial year 2019 will be available at the Company and on the Company's website, www.hudyagroup.com, no later than three weeks before the Annual General Meeting.
Copies of the above documents will also be sent to those shareholders who request so and who provide their postal address. The documents will also be available at the Annual General Meeting.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
For further information, please contact:
Ole Morten Settevik, Chairman of the Board of Directors of
E-mail: oms@hudya.no
Tel: +47 907 53 840
hudyagroup.com
About
FNCA Sweden AS is the company's Certified Adviser. Tel. +46 (0) 8 528 00 399. E-mail: info@fnca.se
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