The shareholders of Strax AB (publ), Reg. No. 556539-7709, with its registered office in Stockholm, Sweden, are hereby summoned to the Extraordinary General Meeting to be held on Friday 16 December 2022.
The Extraordinary General Meeting will be conducted by advance voting only, without the physical presence of shareholders, proxies or third parties. The company welcomes all shareholders to exercise their voting rights at the Extraordinary General Meeting through advance voting on the basis of temporary statutory rules, in accordance with the procedure below. Information on the resolutions of the Extraordinary General Meeting will be published as soon as the results of the postal vote are finally compiled on Friday 16 December 2022.
Preconditions for participation in the Meeting
Shareholders who wish to participate, through advance voting, in the Meeting must
firstly be included in the shareholders’ register prepared by Euroclear Sweden AB relating to the circumstances on Thursday 8 December 2022,
secondly notify the company of their participation in the Meeting by casting their advance votes in accordance with the instructions under the heading “Advance voting” below so that the advance vote is received by the company no later than on Thursday 15 December 2022.
Nominee registered shares
To be entitled to participate at the Extraordinary General Meeting, in addition to providing notification of participation, shareholders whose shares are held in the name of a nominee must have their shares re-registered in their own name so that the shareholder is recorded in the share register on Thursday 8 December 2022. Such registration may be temporary and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than the second banking day after Thursday 8 December 2022 are taken into account when preparing the register of shareholders.
Advance voting
The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the company’s website www.strax.com. The advance voting form is considered as the notification of participation at the Extraordinary General Meeting.
The completed voting form must be received by the company no later than on Thursday 15 December 2022. The completed form shall be sent by e-mail to ir@strax.com. The form may also be sent by post to Strax AB, Mäster Samuelsgatan 10, SE-111 44 Stockholm. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form.
Right to request information
The Board of Directors and the managing director are required to, upon request from shareholders and if the board of directors believes that it can be done without material harm to the company, provide information that may affect a matter on the agenda and the company’s relation to another group company, pursuant to Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). A request for such information shall be sent by post to Strax AB, Mäster Samuelsgatan 10, SE-111 44 Stockholm or by e-mail to ir@strax.com, no later than on Tuesday 6 December 2022. The information will be made available at the company’s head office at Mäster Samuelsgatan 10, SE-111 44 Stockholm and at www.strax.com no later than on Sunday 11 December 2022. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.
Proposed agenda
- Appointment of chairman for the Meeting.
- Election of one or two persons who shall approve the minutes.
- Preparation and approval of the voting list.
- Determination of whether the Meeting has been duly convened.
- Approval of the agenda.
- Resolution on amendment of the articles of association.
- Resolution on:
- the number of auditors,
- the fees to the auditors, and
- the election of auditors.
Resolution proposals
Election of a chairman at the Meeting (item 1)
The Board of Directors proposes that the chairman of the Board of Directors Bertil Villard, or the person proposed by the Board of Directors if he has an impediment to attend, is elected chairman of the Meeting.
Election of one or two persons to approve the minutes (item 2)
Per Åhlgren, as a representative for GoMobile Nu AB, or the person or persons proposed by the Board of Directors, if he has an impediment to attend, is proposed to be elected to approve the minutes of the Meeting together with the chairman. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list prepared by the company, based on the shareholders’ register for the Meeting and the advance votes received, as verified by the persons elected to approve the minutes.
Resolution on amendment of the articles of association (item 6)
The Board of Directors proposes that 9 § of the articles of association is amended so that the allowed number of auditors in the company changes from being one (1) auditor with not more than one (1) deputy auditor to at least than one (1) auditor and not more than two (2) auditors with not more than one (1) deputy auditor. As auditor and, when applicable, deputy auditor, it shall still be an authorised public accountant and/or a registered public accounting firm that is elected, and the proposal thus entail that 9 § of the articles of association shall have the following wording:
9 § Auditors
The company shall have at least one (1) auditor and not more than two (2) auditors, with not more than one (1) deputy auditor. As auditor and, when applicable, deputy auditor, shall be elected an authorised public accountant and/or a registered public accounting firm.
Resolution on the number of auditors, fees to the auditors and election of auditors. (item 7.a‑c)
The company and PwC has, in light of the company’s size and to adapt thereto, agreed that PwC’s assignment as auditor shall terminate prematurely. The Board of Directors, which in its entirety fulfills the duties assigned to an audit committee, has carried out a procurement process to identify a new auditor and found that Mazars AB, with Samuel Bjälkemo as auditor in charge, and Andreas Brodström, also at Mazars AB, are well suitable for the assignment. Against this background, the Board of Directors proposes, which have been endorsed by the nomination committee, that:
- the number of auditors shall be two (2) with no deputy auditors (item 7.a);
- the fees to the auditors shall be paid as per approved invoice (item 7.b); and
- the registered public accounting firm Mazars AB, noting that the company has been informed that the authorised public accountant Samuel Bjälkemo will be appointed auditor in charge, and the authorised public accountant Andreas Brodström, also at Mazars AB, is elected as the company’s auditors until the end of the next Annual General Meeting and that PwC, with auditor in charge Niklas Renström, against that background is dismissed as the company’s auditor (item 7.c).
Number of shares and votes
At the date of this notice there are in aggregate 120 592 332 issued shares and votes in the company. The company holds no own shares as of the date of this notice.
Processing of personal data
More information regarding the processing of your personal data is available in Euroclear’s privacy notice that is available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Available documentation etc.
Documentation that pursuant to the Swedish Companies Act is to be held available prior to the Extraordinary General Meeting will be held available at Strax’s office on Mäster Samuelsgatan 10, SE-111 44 Stockholm and on the company’s website, www.strax.com, at least three weeks before the Extraordinary General Meeting. Copies of the documents will be sent to the shareholders who so requests and informs the company of their postal address. Further, the shareholders’ register for the meeting is made available on the address stated above and proxy forms for shareholders who would like to vote in advance through proxy are available on the company’s website as stated above.
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Stockholm, November 2022
Strax AB (publ)
The Board of Directors