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 Wednesday 25 May 2022.
The Annual General Meeting will be conducted by advance voting only, without the physical presence of shareholders, proxies or third parties. The company welcomes all shareholders to exercise their voting rights at the Annual General Meeting through advance voting on the basis of temporary statutory rules, in accordance with the procedure below. Information on the decision of the Annual General Meeting will be published as soon as the results of the postal vote are finally compiled on Wednesday 25 May 2022.
Preconditions for participation in the Meeting
Shareholders who wish to participate, through advance voting, in the Meeting must
firstly be included in the shareholders’ register prepared by Euroclear Sweden AB relating to the circumstances on Tuesday 17 May 2022,
secondly notify the company of their participation in the Meeting by casting their advance votes in accordance with the instructions under the heading “Advance voting” below so that the advance vote is received by the company no later than on Tuesday 24 May 2022.
Nominee registered shares
To be entitled to participate at the Annual General Meeting, in addition to providing notification of participation, shareholders whose shares are held in the name of a nominee must have their shares re-registered in their own name so that the shareholder is recorded in the share register on Tuesday 17 May 2022. Such registration may be temporary and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than the second banking day after Tuesday 17 May 2022 are taken into account when preparing the register of shareholders.
Advance voting
The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the company’s website www.strax.com. The advance voting form is considered as the notification of participation at the Annual General Meeting.
The completed voting form must be received by the company no later than on Tuesday 24 May 2022. The completed form shall be sent by e-mail to ir@strax.com. The form may also be sent by post to Strax AB, Mäster Samuelsgatan 10, SE-111 44 Stockholm. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form.
Right to request information
The board of directors and the managing director are required to, upon request from shareholders and if the board of directors believes that it can be done without material harm to the company, provide information that may affect a matter on the agenda, the company’s or its subsidiaries financial situation and the company’s relation to another group company, pursuant to Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). A request for such information shall be sent by post to Strax AB, Mäster Samuelsgatan 10, SE-111 44 Stockholm or by e-mail to ir@strax.com, no later than on Sunday 15 May 2022. The information will be made available at the company’s head office at Mäster Samuelsgatan 10, SE-111 44 Stockholm and at www.strax.com no later than on Friday 20 May 2022. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.
Proposed agenda
- Appointment of chairman for the Meeting
- Election of one or two persons who shall approve the minutes
- Preparation and approval of the voting list
- Determination of whether the Meeting has been duly convened
- Approval of the agenda
- 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 2021
- 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 auditor
- Election of the members of the Board of Directors, potential deputy members of the Board of Directors
- Bertil Villard
- Anders Lönnqvist
- Pia Anderberg
- Ingvi Tyr Tomasson
- Gudmundur Palmason
- Election of Chairman of the Board of Directors
- Election of auditor
- 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
- Proposal to authorize the Board of Directors to resolve to repurchase and transfer own shares
Resolution proposals
Election of a chairman at the Meeting (item 1)
The nomination committee proposes that the chairman of the board of directors Bertil Villard, or the person proposed by the nomination committee if he has an impediment to attend, is elected chairman of the Meeting.
Election of one or two persons to approve the minutes (item 2)
Per Åhlgren, as a representative for GoMobile Nu AB, or the person or persons proposed by the nomination committee if he has an impediment to attend, are proposed to be elected to approve the minutes of the Meeting together with the chairman. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list prepared by the company, based on the shareholders’ register for the Meeting and the advance votes received, as verified by the persons elected to approve the minutes.
Resolution on the allocation of the company’s earnings (item 8)
The Board of Directors proposes that the company’s results shall be carried forward.
Determination of the number of members of the board of directors (item 10a)
The nomination committee proposes that the number of members of the Board of Directors shall be five.
Determination of the number of auditors (item 10b)
The nomination committee proposes that the number of auditors shall be one (1) authorized accounting firm.
Determination of fees for the members of the Board of Directors (item 11a)
The nomination committee proposes that the remuneration for the members of the Board of Directors 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.
Determination of fees for the auditors (item 11b)
The nomination committee proposes that the auditors’ fee shall be paid as per current account as approved by the company.
Election of the members of the Board of Directors, potential deputy members of the Board of Directors (item 12)
The nomination committee proposes 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 next Annual General Meeting.
Information on the members of the Board of Directors proposed for re-election is available at strax.com.
Election of Chairman of the Board of Directors (item 13)
The nomination committee proposes that Bertil Villard is re-elected as Chairman of the Board of Directors.
Election of auditor (item 14)
The nomination committee proposes re-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.
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 Annual General 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.
Proposal to authorize the Board of Directors to resolve to repurchase and transfer own shares (item 17)
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;
- Acquisition and sale of own shares shall exclusively take place on Nasdaq Stockholm.
- The authorization may be utilized on one or several occasions until the Annual General Meeting 2023.
- 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.
- 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.
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 2021 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 Annual General Meeting. The nomination committee’s motivated statement will be available on the address and website stated above at least four weeks before the Annual General Meeting. Copies of the documents will be sent to the shareholders who so requests and informs the company of their postal address. Further, the shareholders’ register for the meeting is made available on the address stated above and proxy forms for shareholders who would like to vote in advance through proxy are available on the company’s website as stated above.
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Stockholm, April 2022
Strax AB (publ)
The Board of Directors