OMNICAR HOLDING AB The shareholders of
extraordinary general meeting on Wednesday,
The board of directors has, in accordance with sections 20 and 22 of Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, decided that the extraordinary general meeting will be executed without physical presence of shareholders, proxies and third parties. Instead, shareholders shall have the opportunity to exercise their voting rights solely by postal voting. Shareholders will, however, have the opportunity to ask questions in writing prior to the meeting.
Shareholders are welcome to send their eventual questions in accordance with instructions under the heading Right to request information. The questions and answers will be available at the company's office and on the company's website, www.omnicar.com/investor-relations/, no later than Friday,
Information on the resolutions passed at the meeting will be disclosed on Wednesday,
RIGHT TO ATTEND AND NOTIFICATION
Shareholders wishing to attend the meeting through postal voting must:
be registered as a shareholder in the share register kept by
Euroclear Sweden AB ("Euroclear") as of Monday,19 December 2022 ,notify their attendance to the meeting by casting their postal vote so that the postal voting form is received by the Company no later than Tuesday,
27 December 2022 .NOMINEE REGISTERED SHARES
In order to be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder's own name so that the holder is entered in the share register kept by
Euroclear as of Monday,19 December 2022 . Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Wednesday,21 December 2022 , will be taken into account in the presentation of the share register.POSTAL VOTING
The board of directors has decided that the shareholders shall be able to exercise their voting rights solely through postal voting in accordance with section 22 in Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. For postal voting, a certain form must be used. The postal voting form will be available on the Company's website, www.omnicar.com/investor-relations/, well in advance of the meeting. The form also applies as registration.
The completed voting form must be received by the Company no later than on Tuesday, 27 December 2022.The form shall in due time be submitted via mail to the Company at Advokatfirman Lindahl KB, Att: OmniCar Extraordinary General Meeting, Box 5898, 102 40
In the postal voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be a postal voting meeting. Such continued general meeting to decide on a particular matter shall take place if the meeting decides on it or if shareholders of at least one tenth of all shares in the Company request it.
PROXY AND POWER OF ATTORNEY
If the shareholder postal votes by proxy, a signed and dated power of attorney shall be enclosed to the form. Form of power of-attorney will available on the Company's website, www.omnicar.com/investor-relations/, well in advance of the meeting. The power of attorney and the registration certificate are valid for one year from the date of the issue, or for a longer period of validity that is specified in the power of attorney, although no longer than five years from the date of issue. If the shareholder is a legal entity, a verified copy of the registration certificate or an equivalent authority document, no older than one year, exhibiting authorized signatory for the legal entity, must be appended.
RIGHT TO REQUEST INFORMATION
The board of directors and the CEO shall, if any shareholder so requests, and the board of directors considers that it can be done without significant damage to the Company, provide information on circumstances that may affect the assessment of any matter on the agenda. Requests for such information must be submitted in writing to Advokatfirman Lindahl KB, Att: OmniCar Extraordinary General Meeting, Box 5898, 102 40
Information is provided by being kept available at the Company's website, www.omnicar.com/investor-relations/, and at Advokatfirman Lindahl KB at the address Nybrogatan 17, 114 39
PROPOSED AGENDA
Opening of the meeting
Election of chair of the meeting
Preparation and approval of the voting register
Approval of the agenda
Election of one or two persons to attest the minutes
Determination of whether the meeting has been duly convened
Resolution on amendment of the articles of association
Closing of the meeting
PROPOSED RESOLUTIONS
Item 2 - Election of chair of the meeting
Item 3 - Preparation and approval of the voting register
The voting register proposed to be approved, is the voting register that has been drawn up based on the share register and received postal votes and that has been controlled and approved by the person adjusting the minutes.
Item 5 - Election of one or two persons to attest the minutes
Ole Frydensbjerg, or in his absence, the person appointed by the board, is proposed to be elected to attest the minutes of the meeting together with the chair. The assignment of approving the minutes of the meeting also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the meeting.
Item 7 - Resolution on amendment of the articles of association
The board of directors proposes that the meeting resolve on amendment of the articles of association according to the following.
§ 2 of the articles of association is proposed to be amended as follows:
Current wording: "The registered office of the company is situated in Helsingborg." Proposed new wording: "The registered office of the company is situated in
§ 4 of the articles of association is proposed to be amended as follows:
Current wording: "The share capital shall be not less than
Proposed new wording: "The share capital shall be not less than
MAJORITY REQUIREMENT
For a resolution in accordance with item 7 on the agenda, it is required that the meeting's resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
DOCUMENTS
Complete proposals will be held available at the Company's office and on the Company's website, www.omnicar.com/investor-relations/, no later than Wednesday,
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
__________
Helsingborg in November, 2022
The board of directors
https://news.cision.com/omnicar/r/notice-of-extraordinary-general-meeting-in-omnicar-holding-ab,c3673570
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