Extraordinary General Meeting in Ripasso Energy AB (publ)
The shareholders of Ripasso Energy AB are hereby invited to attend the Extraordinary General Meeting (“EGM”) to be held at 2 p.m. CET on Thursday 13 September 2018 at Mannheimer Swartling Advokatbyrå Offices, at the address Norrlandsgatan 21, Stockholm. Registration will commence at 1.30 p.m. CET.
A. RIGHT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING
Shareholders who wish to participate in the EGM must:
firstly, be registered in the share register maintained by Euroclear Sweden AB no later than Friday 7 September 2018, and
secondly, notify the company of their intention to attend the EGM under the address Ripasso Energy AB, “EGM”, Gruvgatan 35 B, 421 30 Västra Frölunda, Sweden, by calling +46 (0) 31 385 88 30, or by e-mail to ir@ripassoenergy.com, no later than Friday 7 September 2018.
In connection with notification, shareholders must state their name, address, telephone number (daytime), personal or corporate identity number and information concerning their shareholding. Shareholders or proxies for shareholders at the EGM may take a maximum of two representatives with them to the EGM. Representatives may accompany to the Meeting only if the shareholder gives notice of their attendance in connection with the shareholder’s own notification of participation. For shareholders who will be represented by proxy at the EGM, a signed and dated power of attorney should be enclosed with the notification. A form for the power of attorney is available on the company’s website, www.ripassoenergy.com and will be sent by mail on request to shareholders who state their address. For those representing a legal entity, a verified copy of the registration certificate or corresponding document showing the company’s signatories must also be submitted.
In order to be entitled to participate in the EGM, shareholders whose shareholding is registered in the name of a trustee must re-register their shares in their own name at Euroclear Sweden AB. Shareholders who require such re-registration should notify their trustee well in advance of Friday 7 September 2018, when such re-registration must have been completed.
B. AGENDA OF THE EXTRAORDINARY GENERAL MEETING
Proposal for agenda
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the list of shareholders entitled to vote at the Meeting.
- Approval of the agenda.
- Election of persons to approve the minutes of the Meeting.
- Determination of whether the Meeting has been duly convened.
- Determination of the number of members of the Board.
- Determination of the fees to be paid to the Board members.
- Election of members of the Board; new election of Gunilla Spongh.
- Closing of the Meeting.
Proposals by the Nomination Committee (Items 2 and 7-9)
The Nomination Committee, comprising Pär Ceder (Chairman) appointed by Miura Holding Limited, Jacob af Forselles appointed by AC Cleantech Growth Fund I Holding AB, and Sven Sahle appointed by Dagny OÜ and Chairman of the Board has proposed the following:
Chairman of the Meeting: The lawyer Aleksander Ivarsson shall be elected Chairman of the EGM.
Board members: The number of Board members shall be six, without deputies. New election shall be made of Gunilla Spongh as ordinary member of the Board to replace Gerd Jakob, who has resigned. It is noted that the Board thereby consists of Sven Sahle (Chairman), Johan Ekesiöö, Ulf Gundemark, Andreas Ahlström, Benedict Morgan and Gunilla Spongh.
Board member proposed for new election:
Gunilla Spongh, born 1966, holds a M.Sc. in Industrial Engineering and Management from the Institute of Technology at Linköping University. Gunilla has broad operational experience as CFO as well as board assignments in listed companies, including as CFO of the international fuel company Preem AB, CFO and other leading positions within Mekonomen AB (publ) and as Board member of B&B Tools AB (publ). Gunilla currently serves as Board member and Chairman of the Audit Committee of Momentum Group AB (publ), Board member and member of the Audit Committee of AQ Group AB (publ) and Board member and Chairman of the Audit Committee of Infranord AB. Gunilla holds no shares in Ripasso Energy.
Board fees: The annual fees of the Board as resolved at the Annual General Meeting on 27 April 2018 shall continue to apply and shall as between Gunilla Spongh and Gerd Jakob, as applicable, be divided pro rata between themselves in relation to their respective duty periods during the time from the Annual General Meeting 2018 until the end of the next Annual General Meeting.
C. NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and voting rights in the company is 79,505,021.
D. INFORMATION AT THE EXTRAORDINARY GENERAL MEETING
At the EGM, the Board and the Managing Director shall, if requested by a shareholder and the Board considers that it can be done without material damage to the company, provide information regarding issues that may (i) affect the assessment of an item on the agenda or (ii) concern the company’s relation to another group company.
E. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see the section for the Extraordinary General Meeting 2018 on the company’s website www.ripassoenergy.com.
Gothenburg in August 2018
Ripasso Energy AB (publ)
Board of Directors