News Tag: English

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