News Tag: Notice

Right to participate at the Meeting

To be entitled to participate at the Meeting, shareholders must

– firstly, be recorded in the register of shareholders maintained by Euroclear Sweden AB on Tuesday 19 May 2020, and

– secondly, notify the company of their intention to attend the Meeting no later than at 4.00 p.m. (CEST) on Tuesday 19 May 2020.

Shareholders, whose shares are registered in the name of a nominee through the trust department of a bank or similar institution, must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Tuesday 19 May 2020. Shareholders are requested to inform their nominees in good time prior to this date.

Notification to attend the Meeting

Notification to attend the Meeting can be made in writing to Strax AB, Mäster Samuelsgatan 10,
SE-111 44, Stockholm, Sweden, or by e-mail (ir@strax.com). Shareholders should, when notifying attendance, provide their name, personal identification or corporate registration number, address, telephone number, shareholdings and, where applicable, details of the attendance of any representative(s) and/or assistant(s). In addition, the notification shall, if applicable, be supplemented with complete authorisation documentation such as certificate of incorporation and powers of attorney for representatives and proxies.

Proxies, etc.

Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. If such authorisation is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, but maximum five years from issuance. The original authorisation and certificate of registration, where applicable, should be sent to Strax AB, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, well in advance of the Meeting. A proxy form is available on the company’s website (www.strax.com).

Advance voting                                         

The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with Section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Strax encourages the shareholders to use this opportunity in order to minimize the number of participants attending the Meeting in person and thus reduce the spread of infection.

A special form shall be used for advance voting. The form is available on the company’s website, www.strax.com. A shareholder who is exercising its voting right through advance voting do not need to notify the company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be submitted to Strax no later than on Tuesday 19 May 2020. The completed and signed form shall be sent to the address stated under “Notification to attend the Meeting” above. A completed form may also be submitted electronically and is to be sent to ir@strax.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid. Further instructions and conditions is included in the form for advance voting.

Information in relation to the Corona virus (Covid-19)

In view of the recent developments of the spread of the Corona virus (Covid-19), Strax has taken certain precautionary measures in relation to the Annual General Meeting on 26 May 2020. The measures are being taken to reduce the risk of spread of contagion.

• Shareholders should carefully consider the possibility to vote in advance, please see above, as well as the possibility of participating by way of proxy. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. A form for advance voting and proxy form is available at www.strax.com.
• No external guests will be invited.
• No refreshments will be served prior to or after the Annual General Meeting.
• The Annual General Meeting will be conducted in the shortest possible time without limiting the rights of the shareholders.
• Kindly review the information and recommendations issued by the Swedish Public Health Authority (Sw. Folkhälsomyndigheten).

The continued spread of the Corona virus (Covid-19) and its effects are still difficult to assess with certainty and Strax is closely following the developments. If any further precautionary measures in relation to the annual general meeting must be taken, information thereof will be published on the company’s website www.strax.com.

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.

Right to request information

The shareholders are reminded of their right to request information pursuant to Chapter 7 Section 32 of the Swedish Companies Act.

Proposed Agenda

1.       Opening of the Meeting

2.       Election of the Chairman of the Meeting

3.       Drawing-up and approval of the voting list

4.       Approval of the agenda

5.       Election of one or two persons to approve the minutes

6.       Decision on whether the Meeting has been duly convened

7.       Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts for the financial year 2019

8.       Decision regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet

9.       Decision regarding appropriation of the company’s earnings in accordance with the approved balance sheet

10.     Decision regarding discharge from liability of the members of the Board of Directors and the CEO

11.     Decision on

         a. the number of Directors and deputy Directors, and

         b. the number of auditors

12.     Decision on the remuneration that shall be paid to:

         a. the Board of Directors, and

         b. the auditor

13.     Election of the members of the Board of Directors, potential deputy members of the Board of Directors

         a. Bertil Villard

         b. Anders Lönnqvist

         c. Pia Anderberg

         d. Ingvi Tyr Tomasson

         e. Gudmundur Palmason

14.     Election of Chairman of the Board of Directors.

15.     Election of auditor

16.     Proposal to resolve on guidelines for remuneration for senior executives

17.     Proposal to authorise the Board of Directors to resolve upon new share issues

18.     Proposal to authorise the Board of Directors to resolve to repurchase and transfer own shares

19.     Proposal to adopt a long-term incentive program and issue of warrants 20.     Conclusion of the Meeting

Appropriation of the company’s earnings (item 9)

The Board of Directors proposes that the company’s results shall be carried forward.

The Nomination Committee’s proposals (items 2, 11-15)

The Nomination Committee, consisting of the chairman of the Nomination Committee Per Åhlgren (appointed GoMobile Nu AB), shareholder Gudmundur Palmason, Ingvi T. Tomasson as well as Bertil Villard in his capacity as the Chairman of the Board of Strax, proposes:

• that Bertil Villard shall be elected Chairman of the Annual General Meeting (item 2).
• that the Board of Directors shall consist of five members without deputies and that the number of auditors should be one (1) authorized accounting firm (item 11a-b).
• that the remuneration shall remain unchanged from the previous year, meaning that each member of the Board of Directors who is considered to be independent in relation to major shareholders shall receive SEK 150,000, and the chairman of the Board of Directors shall receive SEK 225,000. According to the Nomination Committee’s proposal, Bertil Villard, Anders Lönnqvist and Pia Anderberg shall be entitled to receive remuneration, whereby the Directors’ total remuneration will amount to SEK 525,000 (item 12a).

• that the auditor’s fees shall be paid as per current account as approved by the company (item 12b).
• the re-election of Bertil Villard, Anders Lönnqvist, Gudmundur Palmason, Pia Anderberg and Ingvi Tyr Tomasson as members of the Board of Directors for the period until the end of the next Annual General Meeting (items 13a-e). Bertil Villard is proposed to be re-elected as Chairman of the Board of Directors (item 14).
• the election of PwC as auditor, with Niklas Renström as auditor in charge, for the period until the end of the next Annual General Meeting. The proposition is in accordance with the Board’s recommendation (item 15).

Information on the members of the Board of Directors proposed for re-election is available at strax.com.

Proposal to resolve on guidelines for remuneration for senior executives (item 16)

The Board of Directors proposes that the Annual General Meeting resolves to adopt guidelines for remuneration for senior executives in accordance with the following.

Introduction

These guidelines for remuneration include salaries and other benefits for the senior executives in STRAX AB (publ) (“STRAX” or the “Company”). Senior executives include members of the Board of Directors, the CEO and other individuals in the Company executive management team. The guidelines shall be applied in relation to every commitment on remuneration to senior executives, and every change made to already agreed commitments, which is resolved after the guidelines are adopted at the Company’s 2020 annual general meeting. These guidelines shall be applicable until the annual general meeting 2024, at the latest. The guidelines do not apply to remuneration approved by the general meeting.

The proposed guidelines are more detailed than before to conform with new legal requirements. The changes will not have any major effects on the current remuneration structure.

Purpose and fundamental principles

STRAX long-term goal and business strategy is to continue to develop and grow brands in mobile accessories through a broad offline and online distribution reach. More information regarding STRAX business strategy and sustainability work is available in the Company’s annual report.

STRAX principle is that the Company shall offer remuneration levels and employment conditions needed to enable recruitment and retention of senior executives with the required competence, experience and expertise in order to achieve the business objective, implement the Company’s business strategy and to safeguard the Company’s long-term interests, including its sustainability. The remuneration shall be decided on market-based terms.

The remuneration is not to be discriminating on grounds of gender, ethnic background, national origin, age, disability or other such factors.

The decision-making process to determine, review and implement the guidelines

The Remuneration Committee shall prepare the Board of Director’s proposal on guidelines for remuneration. Based upon the Remuneration Committee’s recommendation, the Board of Directors shall at least every fourth year or upon material changes to the guidelines make a proposal on guidelines to be resolved by the annual general meeting. The Remuneration Committee shall also monitor and evaluate plans for variable remuneration for senior executives, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

In the preparation of the Board of Directors’ proposal for the guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and limitations set out herein are reasonable.

Long-term share-related incentive programs have been implemented in the company. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines. The long-term share-related incentive program proposed by the board of directors and submitted to the annual general meeting 2020 for approval is excluded for the same reason. The proposed program essentially corresponds to existing programs. The programs include, among other, senior executives in the Company. The performance criteria used to assess the outcome of the programs are distinctly linked to the business strategy and thereby to the Company’s long-term value creation, including its sustainability. At present, these performance criteria comprise and focus on profitable growth. The programs are further conditional upon the participant’s own investment and holding periods of three years. For more information regarding these incentive programs, including the criteria which the outcome depends on, please see the Company´s annual report.

Fixed salary and benefits

The fixed salary for the senior executives shall be market-based and based on the individual’s work duties, responsibilities, experience, competence and performance.

STRAX offers other customary benefits to senior executives, such as company car, and occupational health services, equivalent to what is considered as reasonable in reference to market practice and the benefit for the Company. Such benefits shall not exceed 25 per cent of the fixed annual cash salary.

To the extent a member of the Board of Directors performs work for the Company alongside the work as a member of the Board of Directors, a market-based consultancy fee should be payable. Such fees are to be compliant with these guidelines.

Variable remuneration

In addition to fixed salary, variable remuneration may be offered for rewarding target-related performance, depending on to what extent certain pre-established objectives have been met within the framework of the Company’s business operations. The goals may include financial as well as non-financial criteria, which are to be predetermined and measurable. The criteria shall be structured in such a way that they promote the Company’s business strategy and long-term interests, including its sustainability, for example by being clearly linked to the business strategy or promoting the executive’s long-term development.

The variable remuneration shall be relevant and reasonable in relation to total remuneration and shall not exceed 100 per cent of the fixed annual salary. Further variable remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 100 per cent of the fixed annual salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.

When the measurement period for attainment of the criteria for payment of variable cash remuneration has ended, the Remuneration Committee shall determine the extent to which the criteria have been attained. As far as financial goals are concerned, the judgement shall be based on the latest financial information published by the Company.

Pension

Pension benefits shall be contribution based occupational pension insurances, which shall be marked-based in relation to what generally applies for equivalent senior executives on the market. The pension benefits shall not exceed 30 per cent of the fixed annual cash salary.

Pension benefits shall generally be granted in accordance with rules, collective agreements (which may include a right to early retirement pension) and practice in the country where each respective senior executive is permanently resident.

Notice period and severance payment

Employment agreements between the Company and senior executives generally apply until further notice.

The notice period and possible severance payment shall not exceed an amount equivalent to the fixed salary and other benefits for 18 months. When termination is made by the senior executive, the notice period may not exceed 12 months and may not include any right to severance pay.

Deviation from the guidelinesThe Board of Directors shall be entitled to deviate from these guidelines in individual cases if there are special reasons for doing so and if such a deviation is necessary to meet the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Remuneration Committee’s tasks include preparing the Board’s decisions on remuneration matters, which include decisions on any deviation from the guidelines. If such deviation occurs, the Board of Directors shall report the reasons for the deviation at the closest following annual general meeting.

Proposal to authorise the Board of Directors to resolve upon new share issues (item 17)

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions, resolve to issue new shares. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 per cent.

The reason for the proposal and the possibility to deviate from shareholders’ preferential rights in the proposal is, among other things, to facilitate for the company to carry out acquisitions with payment in shares or to otherwise procure the financing of the company in an active and appropriate manner.

The CEO shall be authorized to make such minor amendments to the above resolution that may prove necessary in connection with the registration with the Swedish Companies Registration Office.

A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

Proposal to authorize the Board of Directors to resolve to repurchase and transfer own shares (item 18)

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to resolve on the repurchase and transfer of the company’s own shares, where the following shall apply;

1. Acquisition and sale of own shares shall exclusively take place on Nasdaq Stockholm.
2. The authorization may be utilized on one or several occasions until the Annual General Meeting 2021.
3. Shares may be repurchased to the extent that the company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the company’s total shares. Transfer may be carried out of not more than the number of shares repurchased under this authorization.
4. Repurchase and transfer of shares may only take place at a price within the price interval, on any occasion, recorded on Nasdaq Stockholm, which refers to the interval between the highest buying price and the lowest selling price.

 

The purpose of the proposed authorization is to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders and to promote more efficient capital usage in the company, which altogether is deemed to have a positive impact on the company’s share price and thereby contribute to an increased shareholder value.

A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

Documentation pursuant to Chapter 19 Section 22 of the Swedish Companies Act will be held available on the company’s web page.

Proposal to adopt a long-term incentive program and issue of warrants (item 19)

The Board of Directors proposes that the general meeting resolves on a new warrant program and issuance of warrants (the “Warrant Program”).
 

Background and motive

The Board of Directors notes that the term of the warrant program adopted at the general meeting on 22 December 2016 expires during 2020. The Board of Directors considers it to be in the interest of the company and the shareholders that the executive management and other employees of the Strax group should also be made part of the company’s development going forward, by being offered warrants in a new warrant program. The reasons for the proposal are to create opportunity to retain and attract qualified personnel to the group and to increase motivation for the executive management and other employees of the company by being involved in and working for a positive value increase on the company’s share during the period covered by the Warrant Program.

Given the terms and conditions, size of allotment and other circumstances, the Board of Directors consider the Warrant Program, in accordance with the below, to be reasonable and advantageous for the company and its shareholders.

Allotment, transfer and regarding the terms and conditions for the warrants

In total, no more than 4,095,000 warrants are proposed to be issued through the Warrant Program in accordance with the below. Entitled to subscribe for warrants shall solely be, with deviation from the shareholders’ pre-emptive rights, the wholly owned subsidiary Novestra Financial Services AB, which will then transfer the warrants to executive managers and other employees in the group. The warrants shall be issued free of charge to Novestra Financial Services AB.

Transfer of warrants to participants shall be made at a price corresponding to the market value of the warrant (i.e. the warrant premium) determined using the Black & Scholes-formulae. The valuation of the warrants shall be made by an independent financial adviser or accounting firm. Transfer of warrants to participants in the Warrant Program shall be made in accordance with the allocation below.

Category	Total maximum number of warrants	Number of persons in the category
1 – CEO	850,000	One person
2 – Other executive management	2,500,000 (whereby no single individual may receive more than 500,000)	Five persons
3 – Other employees	1,450,000 (whereby no single individual may receive more than 100,000)	Twenty persons

Warrants may also be offered to future employees. For such acquisitions, the conditions shall be the same or equivalent to what is stated in this resolution. This means that acquisitions shall be made to the market value at the time of the acquisition. Not more than a total of 4,095,000 warrants may be allotted within the Warrant Program. The subscription for warrants shall be made no later than 30 September 2020. However, the board of directors shall be entitled to extend the subscription period.

The warrants have a vesting period of three years, after which the holder is entitled to exercise the warrants to subscribe for shares. Each warrant entitles to subscription of one share in Strax during the period from and including 1 July 2023 up to and including 30 September 2023 to an exercise price corresponding to 130 per cent of the average volume weighted Strax share price as quoted on Nasdaq Stockholm’s official price list during the period 10 trading days calculated from and including the day after the Annual General Meeting 2020. The calculated exercise price shall be rounded off to nearest even tenth of a krona, whereupon 0.05 krona will be rounded up.The exercise price and number of shares that each warrant entitles to subscribe for shall be recalculated in the event of a share split, share consolidation, new issue, etc. in accordance with customary conversion conditions. The warrants may, in accordance with customary terms and conditions, be exercised prior to the exercise period in the event of, for example, compulsory acquisition of shares, liquidation or merger whereupon Strax will merge into another company.

Right to hold and exercise the warrants assumes that the holder is employed in the Strax group up until the moment when the warrants may be exercised. In connection with the transfer of warrants to the participants, Novestra Financial Services AB will reserve the right to buy back warrants if the participant’s employment or assignment in the group ends or if the participant wants to reassign the warrants.

Regarding employees residing outside of Sweden, participation requires that transfer of warrants is legal, and that the Board of Directors, in its sole discretion, consider it to be possible within reasonable administrative and economic efforts. The warrants are otherwise subject to the terms and conditions set forth in the Board of Directors’ complete proposal to adopt a long-term incentive program and issue of warrants as well as the terms and conditions for the warrant program.

Dilution effect, costs, etc.

The Board of Directors’ proposal to resolve on issuance of warrants entails a dilution effect corresponding to a maximum of approximately 3.3 per cent of the shares and votes in the company if the proposed warrants are exercised in full. The subscription price at the transfer of warrants will correspond to the market value of the warrants, why no costs pertaining to employees or social costs will arise for the company in connection with the issue.

Majority requirements

The resolution in this proposal requires the support of shareholders representing not less than nine tenths (9/10) of votes cast as well as shares represented at the general meeting.

The complete proposal and the conditions for the Warrant Program

The board of directors’ complete proposal for a long-term incentive program, issue of warrants, and the conditions for the Warrant Program will be held available on the company’s website from 5 May 2020.   

____________________

Processing of personal data

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

Miscellaneous

The annual report, the auditor’s report, the statement from the auditor pursuant to Chapter 8 Section 54 of the Swedish Companies Act, the statement pursuant to Chapter 19 Section 22 of the Swedish Companies Act, the Board of Directors’ complete proposal to adopt a long-term incentive program and issue of warrants as well as the terms and conditions for the warrant program will, as from 5 May 2020, be held available at the company’s office, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, and will upon request be sent to shareholders who supply their postal address. The material will then also be held available on the company’s website (www.strax.com). The other complete proposals are presented under the relevant item in the notice.

____________________

Stockholm in April 2020

Strax AB (publ)

The Board of Directors

N.B. The English text is an in-house translation.

 

About STRAX
STRAX is a global company specializing in mobile accessories. STRAX develops and grows brands through an omnichannel approach. STRAX operates two complimentary businesses – Own brands and Distribution (retail and online marketplaces) – where the lifestyle audio brand Urbanista is the flagship along with our licensed brand adidas. Through its retail distribution platform in Europe STRAX represents over 40 major mobile accessory brands, whilst Brandvault focuses on online marketplace distribution globally. STRAX sells into all key channels ranging from telecom operators, mass merchants and consumer electronics to lifestyle retailers and direct to consumers online. STRAX was founded in Miami and Hong Kong in 1995 and has since grown across the world. Today, STRAX has over 200 employees in 12 countries with its operational HQ and logistics center based in Germany. STRAX is listed on the Nasdaq Stockholm Stock Exchange.

Right to participate at the Meeting

To be entitled to participate at the Meeting, shareholders must

– be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday 16 May 2019, and

– notify the company of their intention to attend the Meeting no later than at 4.00 p.m. CEST on Thursday 16 May 2019.

Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Thursday 16 May 2019. Shareholders are requested to inform their nominees in good time prior to this date.

Notification to attend the Meeting

Notification to attend the Meeting can be made in writing to Strax AB, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, by e-mail (ir@strax.com). Shareholders should, when notifying attendance, provide their name, personal identification or corporate registration number, address, telephone number, shareholdings and, where applicable, details of the attendance of any representative(s) and/or assistant(s). In addition, the notification shall, if applicable, be supplemented with complete authorisation documentation such as certificate of incorporation and powers of attorney for representatives.

Proxies, etc.

Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. If such authorisation is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, but maximum five years from issuance. The original authorisation and certificate of registration, where applicable, should be sent to Strax AB, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, well in advance of the Meeting. A proxy form is available on the company’s website (www.strax.com).

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.

Right to request information

The shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32, of the Swedish Companies Act.

Proposed Agenda

1.           Opening of the Meeting

2.      Election of the Chairman of the Meeting

3.      Drawing-up and approval of the voting list

4.      Approval of the agenda

5.      Election of one or two persons to approve the minutes

6.      Decision on whether the Meeting has been duly convened

7.      Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts for the financial year 2018

8.      Decision regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet

9.      Decision regarding appropriation of the company’s earnings in accordance with the approved balance sheet

10.     Decision regarding discharge from liability of the members of the Board of Directors and the CEO

11.     Decision on the number of Directors and deputy Directors

12.     Decision on the remuneration that shall be paid to the Board of Directors and the auditor

13.     Election of Chairman and other members of the Board of Directors, potential deputy members of the Board of Directors and auditor

14.     Proposal to resolve on guidelines for remuneration of the Management and other employees

15.     Proposal to authorise the Board of Directors to resolve upon new share issues

16.     Proposal to authorise the Board of Directors to resolve to repurchase and transfer own shares

17.     Conclusion of the Meeting

Appropriation of the company’s earnings (item 9)

The Board of Directors proposes that the company’s results shall be carried forward.

The Nomination Committee’s proposals (items 2, 11-13)

The Nomination Committee, consisting of the chairman of the Nomination Committee Per Åhlgren (appointed GoMobile Nu AB), Gudmundur Palmason, Ingvi Tomasson as well as Bertil Villard in his capacity as the Chairman of the Board of Strax, proposes:

•  that Bertil Villard shall be elected Chairman of the Annual General Meeting (item 2).
•  that the Board of Directors shall consist of five members without deputies (item 11).
•  that each member of the Board of Directors who is considered to be independent in relation to major shareholders, is entitled to receive SEK 150,000, and the chairman of the Board of Directors is entitled to SEK 225,000, as remuneration. According to the Nomination Committee’s proposal, Bertil Villard, Anders Lönnqvist and Pia Anderberg shall be entitled to receive remuneration, whereby the Directors’ total remuneration will amount to SEK 525,000 (item 12).
•  that the auditor’s fees shall be paid as per current account as approved by the company (item 12).
•  the re-election of Bertil Villard, Anders Lönnqvist, Gudmundur Palmason, Pia Anderberg and Ingvi Tyr Tomasson as members of the Board of Directors for the period until the end of the next Annual General Meeting. Bertil Villard is proposed as chairman of the Board of Directors (item 13).
•  the election of PwC as auditor, with Niklas Renström as auditor in charge, for the period until the end of the next Annual General Meeting. The proposition is in accordance with the Board’s recommendation (item 13).

  Proposal to resolve on guidelines for remuneration of the Management and other employees (item 14)

  •  The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Director’s proposal regarding guidelines for remuneration of the Management as set forth below. The proposal substantially complies with earlier applied guidelines for remuneration of the Management of the company and variable remuneration to the company’s employees. The Board of Directors as a whole serves as a remuneration committee in relation to matters regarding remuneration and other terms of employment for the Management of the company.
  •  The Board of Directors annually monitors and evaluates on-going, and during the year completed, programs concerning variable remuneration. The Board of Directors also monitors and evaluates the current remuneration structure and levels of remuneration in the Company, the application of the guidelines approved at the Annual General Meeting regarding remuneration of the management and other employees, and otherwise consider the need for change. According to the Board of Directors, there are reasons for continuing with guidelines for remuneration and variable salary that are consistent with the previous year.
  •  Strax shall offer conditions in line with the market which will enable the company to recruit and retain competent personnel. The remuneration of the Management of the Group shall consist of fixed salary, variable remuneration, share-based incentive programs, pension and other customary benefits. The remuneration is based on the commitment and performance of the individual in relation to individual objectives and joint objectives for the company which have been determined in advance. The individual performance is continuously evaluated.
  •  The fixed salary is in general reviewed on a yearly basis and shall be based on the qualitative performance of the individual. The fixed salary of the CEO and the Management shall be in line with the market.
  •  Strax may adopt share-based incentive programs intended to promote the company’s long-term interests by motivating and rewarding the management of the company, among others.
•  The Board of Directors may, if special circumstances are at hand in a certain case, resolve to deviate from the guidelines.

  Proposal to authorise the Board of Directors to resolve upon new share issues (item 15)

  •  The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 per cent.
  •  The reason for the proposal and the possibility to deviate from shareholders’ preferential rights in the proposal is, among other things, to facilitate for the company to carry out acquisitions with payment in shares or to otherwise procure the financing of the company in an active and appropriate manner.  
  •  The CEO shall be authorised to make such minor amendments to the above resolution that may prove necessary in connection with the registration with the Swedish Companies Registration Office.
  •  A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

  Proposal to authorise the Board of Directors to resolve to repurchase and transfer own shares
  (item 16)

  The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve on the acquisition and sale of the company’s own shares, where the following shall apply;

  1. Acquisition and sale of own shares shall exclusively take place on Nasdaq Stockholm.
  2. The authorisation may be utilised on one or several occasions until the 2020 Annual General Meeting.
  3. Shares may be acquired to the extent that the company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the company’s total shares. Sale may be carried out of not more than the number of shares acquired under this authorisation.
  4. Acquisition and sale of shares may only take place at a price within the price interval, on any occasion, recorded on Nasdaq Stockholm, which refers to the interval between the highest buying price and the lowest selling price.

  The purpose of the proposed authorisation is to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders and to promote more efficient capital usage in the company, which altogether is deemed to have a positive impact on the company’s share price and thereby contribute to an increased shareholder value.

  A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

  It was noted that documentation pursuant to Chapter 19, Section 22 of the Swedish Companies Act will be held available on the company’s web page.

  Processing of personal data

  For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

  ____________________

  The annual report, the auditor’s report as well as the statement from the auditor pursuant to Chapter 8, Section 54, of the Swedish Companies Act and statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act will, as from 1 May 2019, be held available at the company’s office, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, and will upon request be sent to shareholders who supply their postal address. The material will then also be held available on the company’s website (www.strax.com). The other complete proposals are presented under the relevant item in the notice.

  This is an in-house translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

  Stockholm in April 2019

  Strax AB (publ)

  The Board of Directors

  
  

Right to participate at the Meeting

To be entitled to participate at the Meeting, shareholders must

– be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday 20 December 2018, and

– notify the company of their intention to attend the Meeting no later than on Thursday 20 December 2018.

Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Thursday 20 December 2018. Shareholders are requested to inform their nominees in good time prior to this date.

Notification to attend the Meeting

Notification to attend the Meeting can be made in writing to Strax AB, Mäster Samuelsgatan 10,
SE-111 44, Stockholm, Sweden or by e-mail (ir@strax.com). Shareholders should, when notifying attendance, provide their name, personal identification or corporate registration number, address, telephone number, shareholdings and, where applicable, details of the attendance of any representative(s) and/or assistant(s). In addition, the notification shall, if applicable, be supplemented with complete authorisation documentation such as certificate of incorporation and powers of attorney for representatives.

Proxies, etc.

Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. If such authorisation is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, but maximum five years from issuance. The original authorisation and certificate of registration, where applicable, should be sent to Strax AB, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, well in advance of the Meeting. A proxy form is available on the company’s website (www.strax.com).

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.

Right to request information

The shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32, of the Swedish Companies Act.

Proposed agenda

1. Opening of the meeting
2. Election of the chairman of the meeting
3. Drawing-up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Decision on whether the meeting has been duly convened
7. Proposal to resolve on redemption of shares

(i)      Share split

(ii)     Bonus issue

(iii)    Reduction of the share capital through mandatory redemption of shares

1. Conclusion of the meeting

Proposal to resolve on redemption of shares (item 7)

The Board of Directors proposes that the general meeting resolves on redemption of shares for repayment to the shareholders in accordance with below (the “Redemption Program”). The Redemption Program implies that all outstanding shares shall be split into two shares after which a total of 120,592,332 shares are automatically redeemed at SEK 1.10 per share for repayment to the shareholders. An information brochure describing the Redemption Program will be presented in respect of the board of directors’ proposal. The information brochure will be available before the trading in redemption shares commences at the company’s website, www.strax.com, at the company’s office and will upon request be sent to shareholders who state their postal address.

In light of the above, the Board of Directors proposes that the general meeting passes the following resolutions.

(i) Share split

The Board of Directors proposes that the company’s shares shall be split into two shares, of which one shall be designated redemption share. The Board of Directors is authorised to determine the record date for the share split.

(ii) Bonus issue

The Board of Directors proposes that the share capital shall be increased with EUR 12,624,164.563374 through a bonus issue. The amount with which the share capital shall be increased shall be taken from the non-restricted equity. No new shares shall be issued in connection with the increase in the share capital.

(iii) Reduction of the share capital through mandatory redemption of shares

The Board of Directors proposes a reduction of the share capital with EUR 12,624,164.563374 through mandatory redemption of all 120,592,332 redemption shares, each share with a quota value of approx. EUR 0.104685. The redemption consideration amounts to SEK 1.10 per share. The consideration per share corresponds to the share’s quota value (based on the exchange rate in EUR/SEK as per 5 December 2018). Neither the procced per share (in SEK), nor the redemption amount per share (in EUR), is affected by any currency exchange fluctuations and will thus remain in accordance with above. The purpose of the reduction of the share capital is repayment to the shareholders, and in case the redemption consideration is less than the redemption amount due to the applicable exchange rate (below referred to as “Payment difference”), allocation to unrestricted shareholders’ equity. In such case, the allocation to unrestricted shareholders’ equity will be made with an amount corresponding to the Payment difference. The redemption of redemption shares will occur automatically, shareholders will not need to take any action to get redemption shares redeemed.

Trading in redemption shares on Nasdaq Stockholm is expected during the period 9 – 23 January 2019 and the record day for redemption of the redemption shares shall be 25 January 2019 whereupon distribution of the redemption proceeds is expected to be executed by Euroclear Sweden AB around 30 January 2019.

Further, it is proposed that the Board of Directors is authorised to adjust the period for trading in the redemption shares as well as the record day for redeeming the redemption shares in the event that the Board of Directors finds it necessary.

The resolution of the general meeting regarding items (i)-(iii) above are conditional upon each other and shall be passed as one resolution. The resolution of the general meeting shall be valid where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.

Miscellaneous

Processing of personal data

For information on how your personal data is processed, see

https://www.euroclear.com/dam/ESw/Legal/privacy-notice-boss.pdf.

____________________

The Board of Directors’ complete proposals as well as any other additional documents pursuant to the Companies Act (Sw. aktiebolagslagen) regarding item 7, will be available not later than 7 December 2018, at the company’s office, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, and will upon request be sent to shareholders who state their postal address. The material will then also be held available on the company’s website (www.strax.com).

____________________

Stockholm, December 2018

Strax AB (publ)

The Board of Directors

Right to participate at the Meeting

To be entitled to participate at the Meeting, shareholders must

– be recorded in the register of shareholders maintained by Euroclear Sweden AB on Friday 18 May 2018, and

– notify the company of their intention to attend the Meeting no later than at 4.00 p.m. CEST on Friday 18 May 2018.

Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Friday 18 May 2018. Shareholders are requested to inform their nominees in good time prior to this date.

Notification to attend the Meeting

Notification to attend the Meeting can be made in writing to Strax AB, Mäster Samuelsgatan 10,
SE-111 44, Stockholm, Sweden, by e-mail (ir@strax.com). Shareholders should, when notifying attendance, provide their name, personal identification or corporate registration number, address, telephone number, shareholdings and, where applicable, details of the attendance of any representative(s) and/or assistant(s). In addition, the notification shall, if applicable, be supplemented with complete authorisation documentation such as certificate of incorporation and powers of attorney for representatives.

Proxies, etc.

Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. If such authorisation is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, but maximum five years from issuance. The original authorisation and certificate of registration, where applicable, should be sent to Strax AB, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, well in advance of the Meeting. A proxy form is available on the company’s website (www.strax.com).

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.

Right to request information

The shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32, of the Swedish Companies Act.

Proposed Agenda

1.         Opening of the Meeting

2.         Election of the Chairman of the Meeting

3.         Drawing-up and approval of the voting list

4.         Approval of the agenda

5.         Election of one or two persons to approve the minutes

6.         Decision on whether the Meeting has been duly convened

7.         Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts for the financial year 2017

8.         Decision regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet

9.         Decision regarding appropriation of the company’s earnings in accordance with the approved balance sheet

10.      Decision regarding discharge from liability of the members of the Board of Directors and the CEO

11.      Decision on the number of Directors and deputy Directors

12.      Decision on the remuneration that shall be paid to the Board of Directors and the auditor

13.      Election of Chairman and other members of the Board of Directors, potential deputy members of the Board of Directors and auditor

14.      Proposal to resolve on guidelines for remuneration of the Management and other employees

15.      Proposal to authorise the Board of Directors to resolve upon new share issues

16.      Proposal to authorise the Board of Directors to resolve to repurchase and transfer own shares

17.      Proposal to resolve on principles for appointing the Nomination Committee

18.      Proposal to adopt a long-term incentive program and issue of warrants

19.      Conclusion of the Meeting

Appropriation of the company’s earnings (item 9)

The Board of Directors proposes that the company’s results shall be carried forward.

The Nomination Committee’s proposals (items 2, 11-13)

The Nomination Committee, consisting of the chairman of the Nomination Committee Per Åhlgren (appointed GoMobile Nu AB), Gudmundur Palmason, Ingvi Tomasson as well as Bertil Villard in his capacity as the Chairman of the Board of Strax, proposes:

•  that Bertil Villard shall be elected Chairman of the Annual General Meeting (item 2).
•  that the Board of Directors shall consist of five members without deputies (item 11).
•  that each member of the Board of Directors who is considered to be independent in relation to major shareholders, is entitled to receive SEK 150,000, and the chairman of the Board of Directors is entitled to SEK 225,000, as remuneration. According to the Nomination Committee’s proposal, Bertil Villard, Anders Lönnqvist and Pia Anderberg shall be entitled to receive remuneration, whereby the Directors’ total remuneration will amount to SEK 525,000 (item 12).
•  that the auditor’s fees shall be paid as per current account as approved by the company (item 12).
•  the re-election of Bertil Villard, Anders Lönnqvist, Gudmundur Palmason and Ingvi Tyr Tomasson as members of the Board of Directors for the period until the end of the next Annual General Meeting. Pia Anderberg is proposed for election as a new member of the Board of Directors for the period until the end of the next Annual General Meeting. Michel Bracké has declined re-election. Bertil Villard is proposed as chairman of the Board of Directors (item 13).
•  the election of KPMG AB as auditor, with Mårten Asplund as auditor in charge, for the period until the end of the next Annual General Meeting. The proposition is in accordance with the Board’s recommendation (item 13).

Pia Anderberg

Born: 1964.

Pia Anderberg is Executive Vice President People & Innovation at Axel Johnson AB. Pia has worked for global organizations in the field of management consulting and also been an entrepreneur. Other board duties include: Åhléns, Novax, Hyper Island, Mitt Liv (Chairman) and Dib Hotel. Pia holds an MBA from Uppsala University.  

Shareholdings in the company: None.

Independent in relation to STRAX, the executive management and STRAX’s major shareholders.

Proposal to resolve on guidelines for remuneration of the Management and other employees (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Director’s proposal regarding guidelines for remuneration of the Management as set forth below. The proposal substantially complies with earlier applied guidelines for remuneration of the Management of the company and variable remuneration to the company’s employees. The Board of Directors as a whole serves as a remuneration committee in relation to matters regarding remuneration and other terms of employment for the Management of the company.

The Board of Directors annually monitors and evaluates on-going, and during the year completed, programs concerning variable remuneration. The Board of Directors also monitors and evaluates the current remuneration structure and levels of remuneration in the Company, the application of the guidelines approved at the Annual General Meeting regarding remuneration of the management and other employees, and otherwise consider the need for change. According to the Board of Directors, there are reasons for continuing with guidelines for remuneration and variable salary that are consistent with the previous year.

Strax shall offer conditions in line with the market which will enable the company to recruit and retain competent personnel. The remuneration of the Management of the Group shall consist of fixed salary, variable remuneration, share-based incentive programs, pension and other customary benefits. The remuneration is based on the commitment and performance of the individual in relation to individual objectives and joint objectives for the company which have been determined in advance. The individual performance is continuously evaluated.

The fixed salary is in general reviewed on a yearly basis and shall be based on the qualitative performance of the individual. The fixed salary of the CEO and the Management shall be in line with the market.

Strax may adopt share-based incentive programs intended to promote the company’s long-term interests by motivating and rewarding the management of the company, among others.

The Board of Directors may, if special circumstances are at hand in a certain case, resolve to deviate from the guidelines.

Proposal to authorise the Board of Directors to resolve upon new share issues (item 15)

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 per cent.

The reason for the proposal and the possibility to deviate from shareholders’ preferential rights in the proposal is, among other things, to facilitate for the company to carry out acquisitions with payment in shares or to otherwise procure the financing of the company in an active and appropriate manner.

The CEO shall be authorised to make such minor amendments to the above resolution that may prove necessary in connection with the registration with the Swedish Companies Registration Office.

A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

Proposal to authorise the Board of Directors to resolve to repurchase and transfer own shares (item 16)

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to resolve on the acquisition and sale of the company’s own shares, where the following shall apply;

1. Acquisition and sale of own shares shall exclusively take place on Nasdaq Stockholm.
2. The authorisation may be utilised on one or several occasions until the 2019 Annual General Meeting.
3. Shares may be acquired to the extent that the company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the company’s total shares. Sale may be carried out of not more than the number of shares acquired under this authorisation.
4. Acquisition and sale of shares may only take place at a price within the price interval, on any occasion, recorded on Nasdaq Stockholm, which refers to the interval between the highest buying price and the lowest selling price.

The purpose of the proposed authorisation is to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders and to promote more efficient capital usage in the company, which altogether is deemed to have a positive impact on the company’s share price and thereby contribute to an increased shareholder value.

A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

It was noted that documentation pursuant to Chapter 19, Section 22 of the Swedish Companies Act will be held available on the company’s web page.

Proposal to resolve on principles for appointing the Nomination Committee (item 17)

The Nomination Committee, consisting of the chairman of the Nomination Committee Per Åhlgren (appointed by GoMobile Nu AB), Gudmundur Palmason, Ingvi Tomasson as well as Bertil Villard in his capacity as the Chairman of the Board of Strax, proposes that the following shall apply until a general meeting resolves otherwise.

The company shall have a Nomination Committee consisting of one member appointed by each of the three shareholders or groups of shareholders controlling the largest number of votes, in addition to the Chairman of the Board. The Nomination Committee shall be constituted based upon statistics of ownership from the shareholders’ register kept by Euroclear Sweden AB as per the last banking day in August each year and other reliable ownership information that has been provided to the company at that time. The Nomination Committee shall remain in office until a new Nomination Committee has been appointed. The Nomination Committee and its Chairman should fulfil the criteria regarding independence set out in the applicable corporate governance code. The Nomination Committee shall prepare proposals regarding the election of Chairman of General Meetings, the election of and remuneration to the Chairman of the Board and other Board members, as well as the auditors, and regarding provisions concerning the Nomination Committee. No fees shall be paid for the Nomination Committees work.

Proposal to adopt a long-term incentive program and issue of warrants (item 18)

The Board of Directors proposes that the general meeting resolves on a new warrant program and issuance of warrants (the “Warrant Program”).

Background and motive

The Board of Directors considers it to be in the interest of the company and the shareholders that the executive management and other employees of the Strax group are made part of the company’s development by being offered warrants in a new warrant program. The reasons for the proposal are to create opportunity to retain and attract qualified personnel to the group and to increase motivation for the executive management and other employees of the company by being involved in and working for a positive value increase on the company’s share during the period covered by the Warrant Program.

Given the terms and conditions, size of allotment and other circumstances, the Board of Directors consider the Warrant Program, in accordance with the below, to be reasonable and advantageous for the company and its shareholders.

Allotment, transfer and regarding the terms and conditions for the warrants

In total, no more than 1,000,000 warrants is proposed to be issued through the Warrant Program for the executive management and other employees in accordance with the below. Entitled to subscribe for warrants is the wholly owned subsidiary Novestra Financial Services AB, which will transfer the warrants to employees in the group. The warrants shall be issued free of charge to Novestra Financial Services AB.

Transfer of warrants to participants shall be made at a price corresponding to the market value of the warrant (i.e. the warrant premium) determined using the Black & Scholes-formulae. The valuation of the warrants shall be made by an independent financial adviser or accounting firm. Transfer of warrants to participants in the Warrant Program shall be made in accordance with the allocation below.

Category	Total maximum warrants	No. of persons in the   category
1 – Executive management   (excluding the CEO)	600,000 (whereby no single   individual may receive more than 175,000)	Five persons
2 – Other employees	400,000 (whereby no single   individual may receive more than 30,000)	Thirty persons

Warrants may also be offered to future employees. For such acquisitions, the conditions shall be the same or equivalent to what is stated in this resolution. This means that acquisitions shall be made to the market value at the time of the acquisition. Not more than a total of 1,000,000 warrants may be allotted within the Warrant Program.

Each warrant entitles to subscription of one share in Strax during the period from and including 1 September 2021 up to and including 30 November 2021, to an exercise price corresponding to 130 per cent of the average volume weighted Strax share price as quoted on Nasdaq Stockholm’s official price list during the period 10 trading days calculated from the general meeting that resolves on the Warrant Program and onwards. The calculated exercise price shall be rounded off to nearest even tenth of a krona, whereupon 0.05 krona will be rounded up.

The exercise price and number of shares that each warrant entitles to subscribe for shall be recalculated in the event of a share split, share consolidation, new issue, etc. in accordance with customary conversion conditions. The warrants may, in accordance with customary terms and conditions, be exercised prior to the exercise period in the event of, for example, compulsory acquisition of shares, liquidation or merger whereupon Strax will merge into another company.

Right to hold and exercise the warrants assumes that the holder is employed in the Strax group up until the moment when the warrants may be exercised. In connection with the transfer of warrants to the participants, Novestra Financial Services AB will reserve the right to buy back warrants if the participant’s employment or assignment in the group ends or if the participant wants to reassign the warrants.

Regarding employees resident outside of Sweden, participation requires that transfer of warrants is legal, and that the Board of Directors, in its sole discretion, consider it to be possible within reasonable administrative and economic efforts.

Dilution effect, costs, etc.

The Board of Directors’ proposal to resolve on issuance of warrants entails a dilution effect corresponding to a maximum of approximately 0.8 per cent of the shares and votes in the company if the proposed warrants are exercised in full. For information regarding the company’s existing incentive programs, please refer to the company’s annual report for 2017 and the company’s website (www.strax.com). The Warrant Program is expected to have a marginal effect on the Strax group’s key ratios.

The subscription price at the transfer of warrants will correspond to the market value of the warrants, why no costs pertaining to employees or social costs will arise for the company in connection with the issue. It is estimated that the total cost for the Warrant Program will not exceed SEK 100,000 for the duration of the Warrant Program.

The market value of the warrants, according to a preliminary valuation based on the market value of the underlying share of SEK 5.45, is SEK 0.46 per warrant, assuming a strike price of SEK 6.89 per share. The Black & Scholes-formulae has been used for the valuation, assuming a volatility of 25 per cent.

Preparation of the proposal

The proposal has been prepared of the Board of Directors and the Board of Directors will execute the resolution above to issue warrants.

Majority requirements

The resolution in this proposal requires the support of shareholders representing not less than nine tenths (9/10) of votes cast as well as shares represented at the general meeting.

____________________

The annual report, the auditor’s report as well as the complete proposal regarding item 18, together with a statement from the auditor pursuant to Chapter 8, Section 54, of the Swedish Companies Act and Chapter 19, Section 22 of the Swedish Companies Act will, as from 3 May 2018, be held available at the company’s office, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, and will upon request be sent to shareholders who supply their postal address. The material will then also be held available on the company’s website (www.strax.com). The other complete proposals are presented under the relevant item in the notice.

____________________

Stockholm in April 2018

Strax AB (publ)

The Board of Directors

Right to participate at the Meeting

To be entitled to participate at the Meeting, shareholders must

– be recorded in the register of shareholders maintained by Euroclear Sweden AB (the Swedish Securities Register Center) on Wednesday 17 May 2017, and

– notify the company of their intention to attend the Meeting no later than at 4.00 p.m. on Wednesday 17 May 2017.

Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Wednesday 17 May 2017. Shareholders are requested to inform their nominees in good time prior to this date.

Notification to attend the Meeting

Notification to attend the Meeting can be made in writing to Strax AB, Mäster Samuelsgatan 10,
SE-111 44, Stockholm, Sweden, or by phone +46 (0) 8 545 017 50 or by e-mail (ir@strax.com). Shareholders should, when notifying attendance, provide their name, personal identification or corporate registration number, address, telephone number, shareholdings and, where applicable, details of the attendance of any representative(s) and/or assistant(s). In addition, the notification shall, if applicable, be supplemented with complete authorisation documentation such as certificate of incorporation and powers of attorney for representatives.

Proxies, etc.

Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. If such authorisation is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, but maximum five years from issuance. The original authorisation and certificate of registration, where applicable, should be sent to Strax AB, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, well in advance of the Meeting. A proxy form is available on the company’s website (www.strax.com).

Number of shares and votes

At the date of this notice there are in aggregate 117,762,266 issued shares and votes in the company. The company holds no own shares as of the date of this notice.

Right to request information

The shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32, of the Swedish Companies Act.

Proposed Agenda

1.                   Opening of the Meeting

2.      Election of the Chairman of the Meeting

3.      Drawing-up and approval of the voting list

4.      Approval of the agenda

5.      Election of one or two persons to approve the minutes

6.      Decision on whether the Meeting has been duly convened

7.      Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts for the financial year 2016

8.      Decision regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet

9.      Decision regarding appropriation of the company’s earnings in accordance with the approved balance sheet

10.     Decision regarding discharge from liability of the members of the Board of Directors and the Managing Director

11.     Decision on the number of Directors and deputy Directors

12.     Decision on the remuneration that shall be paid to the Board of Directors and the auditor

13.     Election of Chairman and other members of the Board of Directors, potential deputy members of the Board of Directors and auditor

14.     Proposal to decide on guidelines for remuneration of the Management and other employees

15.     Proposal to authorise the Board of Directors to resolve upon new share issues

16.     Proposal to authorise the Board of Directors to acquire and sell the company’s own shares

17.     Proposal to adopt principles for the appointment of the Nomination Committee

18.     Proposal to adopt new articles of association

19.     Conclusion of the Meeting

Appropriation of the company’s earnings (item 9)

The Board of Directors proposes that the company’s results shall be carried forward.

The Nomination Committee’s proposals (items 2, 11-13, 17)

The Nomination Committee, consisting of the chairman of the Nomination Committee Jens Wilhelmsson (appointed by Anchor Capital), Guðmundur Pálmason, Ingvi Tomasson as well as Bertil Villard in his capacity as the Chairman of the Board of Strax, proposes:

• that Jesper Schönbeck shall be elected Chairman of the Annual General Meeting (item 2).
• that the Board of Directors shall consist of five members without deputies (item 11).
• that each member of the Board of Directors who is considered to be independent in relation to major shareholders, is entitled to receive SEK 100,000, and the chairman of the Board of Directors is entitled to SEK 150,000, as remuneration. According to the Nomination Committee’s proposal, Bertil Villard, Anders Lönnqvist and Michel Bracké shall be entitled to receive remuneration, whereby the Directors’ total remuneration will amount to SEK 350,000. Following a separate agreement with the company, a Board member may invoice the fees for the board work, together with statutory social security contributions and value added tax, through a company owned by the Board member, subject to the precondition that such payment is cost neutral to the company (item 12).
• that the auditor’s fees shall be paid as per current account as approved by the company (item 12).
• the re-election of Bertil Villard, Anders Lönnqvist, Michel Bracké, Gudmundur Palmason and Ingvi Tyr Tomasson as members of the Board of Directors for the period until the end of the next Annual General Meeting. Bertil Villard is proposed as chairman of the Board of Directors (item 13).
• the election of KPMG AB as auditor, with Mårten Asplund as auditor in charge, for the period until the end of the next Annual General Meeting. The proposition is in accordance with the Board’s recommendation (item 13).
• that the company shall have a Nomination Committee consisting of one member appointed by each of the three shareholders or groups of shareholders controlling the largest number of votes, in addition to the Chairman of the Board. The Nomination Committee shall be constituted based upon statistics of ownership from the shareholders’ register kept by Euroclear Sweden AB as per the last banking day in August each year and other reliable ownership information that has been provided to the company at that time. The Nomination Committee shall remain in office until a new Nomination Committee has been appointed. The Nomination Committee and its Chairman should fulfil the criteria regarding independence set out in the applicable corporate governance code. The Nomination Committee shall prepare proposals regarding the election of Chairman of General Meetings, the election of and remuneration to the Chairman of the Board and other Board members, as well as the auditors, and regarding provisions concerning the Nomination Committee. No fees shall be paid for the Nomination Committees work (item 17).

Proposal to decide on guidelines for remuneration of the Management (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Director’s proposal regarding guidelines for remuneration of the Management as set forth below. The proposal substantially complies with earlier applied guidelines for remuneration of the Management of the company. The Board of Directors as a whole serves as a remuneration committee in relation to matters regarding remuneration and other terms of employment for the Management of the company.

Strax shall offer conditions in line with the market which will enable the company to recruit and retain competent personnel. The remuneration of the Management of the Group shall consist of fixed salary, variable remuneration, share-based incentive programs, pension and other customary benefits. The remuneration is based on the commitment and performance of the individual in relation to individual objectives and joint objectives for the company which have been determined in advance. The individual performance is continuously evaluated.

The fixed salary is in general reviewed on a yearly basis and shall be based on the qualitative performance of the individual. The fixed salary of the Managing Director and the Management shall be in line with the market.

Strax may adopt share-based incentive programs intended to promote the company’s long-term interests by motivating and rewarding the management of the company, among others.

The Board of Directors may, if special circumstances are at hand in a certain case, decide to deviate from the guidelines.

Proposal to authorise the Board of Directors to resolve upon new share issues (item 15)

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 per cent.

The reason for the proposal and the possibility to deviate from shareholders’ preferential rights in the proposal is, among other things, to facilitate for the company to carry out acquisitions with payment in shares or to otherwise procure the financing of the company in an active and appropriate manner.

A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

Proposal to authorise the Board of Directors to acquire and sell the company´s own shares (item 16)

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide on the acquisition and sale of the company’s own shares, where the following shall apply;

1. Acquisition and sale of own shares shall exclusively take place on Nasdaq Stockholm.
2. The authorisation may be utilised on one or several occasions until the 2018 Annual General Meeting.
3. Shares may be acquired to the extent that the company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the company’s total shares. Sale may be carried out of not more than the number of shares acquired under this authorisation.
4. Acquisition and sale of shares may only take place at a price within the price interval, on any occasion, recorded on Nasdaq Stockholm, which refers to the interval between the highest buying price and the lowest selling price.

The purpose of the proposed authorisation is to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders and to promote more efficient capital usage in the company, which altogether is deemed to have a positive impact on the company’s share price and thereby contribute to an increased shareholder value.

A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

Proposal to adopt new articles of association (item 18)

At the extraordinary shareholders meeting held on 22 December 2016 it was resolved to change the company’s reporting currency to euro. The share capital of the company have now been converted into euro by the Swedish Companies Registration Office and as a final step in the change of the company’s reporting currency the limits of the share capital in the company’s articles of association need to be changed to euro. The Board of Directors therefore proposes that the Annual General Meeting adopt new articles of association regarding that the highest and lowest share capital shall be stated in euro as set out in the table below. It is further proposed that the limits of the number of shares in the company shall be adjusted as set out in the table below.

Article	Current   wording	Proposed   wording
5.	Share capital and sharesThe share capital shall be   not less than seventy million Swedish kronor (SEK 70,000,000) and not more   than two hundred eighty million Swedish kronor (SEK 280,000,000). The number   of shares shall be not less than seventy million (70,000,000) and not more   than two hundred eighty million (280,000,000).	Share capital and sharesThe share capital shall be   not less than ten million euro (EUR 10,000,000) and not more than forty   million euro (EUR 40,000,000). The number of shares shall be not less than one   hundred million (100,000,000) and not more than four hundred million (400,000,000).

The complete articles of association that is proposed to be adopted at the Annual General Meeting on 23 May 2017 is available at the company’s webpage and is available at the company’s office in accordance with the information in the end of this notice.

A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.

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The annual report, the auditor’s report as well as the complete proposals regarding items 14-17, together with a statement from the auditor pursuant to Chapter 8, Section 54, of the Swedish Companies Act and Chapter 19, Section 22 of the Swedish Companies Act will, as from 2 May 2017, be held available at the company’s office, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, and will upon request be sent to shareholders who supply their postal address. The material will then also be held available on the company’s website (www.strax.com).

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Stockholm in April 2017

Strax AB (publ)

The Board of Directors