The shareholders of Strax AB (publ), Reg. No. 556539-7709, with its registered office in Stockholm, Sweden, are hereby summoned to the annual general meeting to be held on Thursday 27 June 2024 at 13:00 a.m. (CEST) at the offices of Advokatfirman Vinge, Smålandsgatan 20, Stockholm, Sweden. Registration for the annual general meeting starts at 12:45 a.m. (CEST).
Preconditions for participation in the Meeting
Shareholders who wish to participate in the Meeting must
firstly be included in the shareholders’ register prepared by Euroclear Sweden AB relating to the circumstances on Tuesday 18 June 2024,
secondly notify the company of their participation in the Meeting no later than on Thursday 20 June 2024.
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 to 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.
Nominee registered shares
To be entitled to participate in the Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 18 June 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 20 June 2024 are taken into account when preparing the share register.
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).
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
- Opening of the Meeting and appointment of chairman for the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons who shall approve the minutes
- Determination of whether the Meeting has been duly convened
- Presentation of the annual report and the auditors’ report as well as the consolidated financial statements and the auditors’ report for the group for the financial year 2023
- Decision regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
- Decision regarding appropriation of the company’s earnings in accordance with the approved balance sheet
- Decision regarding discharge from liability of the members of the Board of Directors and the CEO
- Decision on
- the number of Directors and deputy Directors, and
- the number of auditors
- Decision on the remuneration that shall be paid to:
- the Board of Directors, and
- the auditors
- Election of the members of the Board of Directors, potential deputy members of the Board of Directors
- Election of Chairman of the Board of Directors
- Election of auditors
- Presentation of the Board of Directors’ remuneration report for approval
- Proposal to authorize the Board of Directors to resolve upon issue of new shares, warrants and/or convertibles
- Closing of the Meeting
Resolution proposals
Election of a chairman at the Meeting, determination of the number of members of the board of directors, the number of auditors, fees for the members of the Board of Directors and fees for the auditors as well as election of the members of the Board of Directors, potential deputy members of the Board of Directors, election of Chairman of the Board of Directors and election of auditors (item 1, 10a, 10b, 11a, 11b, 12, 13 and 14)
As of the date of this notice, the nomination committee has not finalised the proposals for the Meeting. The nomination committee’s proposals will be published on the company’s website as soon as possible.
Resolution on the allocation of the company’s earnings (item 8)
The Board of Directors proposes that the company’s results shall be carried forward.
Proposal to authorize the Board of Directors to resolve upon issue of new shares, warrants and/or convertibles (item 16)
The Board of Directors proposes that the Meeting resolves to authorize 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, warrants and/or convertibles. 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.
Number of shares and votes
At the date of this notice there are in aggregate 120,592,332 issued shares and votes in the company. The company holds no own shares as of the date of this notice.
Processing of personal data
More information regarding the processing of your personal data is available in Euroclear’s privacy notice that is available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Majority requirements
Resolutions in accordance with items 16 and 17 above shall only be valid where supported by not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Complete proposals etc.
The annual report together with the auditor’s report and the remuneration report for the financial year 2023 and other documents will be presented by being held available at the company’s office on Mäster Samuelsgatan 10, SE-111 44 Stockholm and on the company’s website, www.strax.com, at least three weeks before the Meeting. The nomination committee’s motivated statement will be available on the address and website stated above as soon as possible. Copies of the documents will be sent to the shareholders who so requests and informs the company of their postal address.
_______________________
Stockholm, May 2024
Strax AB (publ)
The Board of Directors