Notice of annual general meeting of CGit Holding AB (publ)
Mölndal 2023-04-06
With in the annual general meeting on 16/5, the annual report will be published
Notice to the annual general meeting of CGit Holding AB (publ)
The shareholders of CGit Holding AB (publ) are hereby invited to the annual general meeting. Day and time: Tuesday, May 16 at 13:00 Location: CGit's premises, Taljegårdsgatan 11C, 431 53 Mölndal
Right to participation and registration:
Shareholders who wish to participate in the annual general meeting must be entered in the share register kept by Euroclear Sweden AB ("Euroclear") on May 9, 2023 and must also notify the company of their participation at the address: CGit Holding AB (publ), "Annual General Meeting" , Taljegårdsgatan 11 C, 431 53 Mölndal or by e-mail to holding@cgit.se no later than May 9, 2023.
When registering, name, social security number/organization number, address and telephone number must be stated. If
the shareholder intends to bring an assistant to the general meeting, the number (maximum two) and name of the assistant must be notified to the company as above.
If the shareholder intends to be represented by proxy, a written, dated power of attorney must be issued for the proxy. The power of attorney in original should be sent to the company at the above address so that the company receives the power of attorney no later than May 9, 2023. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent authorization document must be sent to the company. Please note that shareholders who are represented by proxy must also register as above.
Shareholders who have had their shares registered by a trustee must, in order to have the right to participate in the annual general meeting, have registered the shares in their own name with Euroclear. Such registration must be completed on 9 May 2023 and must therefore be requested from the trustee well in advance of this date.
Proposal for the agenda:
1. Opening of the meeting
2. Election of chairman at the meeting
3. Establishment and approval of voter register
4. Approval of the agenda
5. Selection of one or two adjusters
6. Examination of whether the meeting has been duly convened
7. Address by the CEO
8. Presentation of the annual report and the audit report as well as the consolidated accounts and the consolidated audit report
9. Decision on
a) Determination of income statement and balance sheet as well as consolidated income statement and consolidated balance sheet
b) Dispositions regarding the company's profit according to the established balance sheet and decision on record date for profit distribution
c) Freedom from liability for the board members and the CEO
10. Amendment of articles of association. Change of company name
11. Determining the number of board members and deputy board members
12. Determining the fees for the board and auditor
13. Election of board members and chairman of the board
14. Selection of auditor
15. Decision on guidelines for remuneration to senior executives
16. Closure of the meeting
Proposition for resolution:
(Item 10) Amendment of articles of association. Change of company name. The board proposes to change to Aixia Group AB (publ) or Aixia Holding AB (publ) or something similar.
Number of board members, remuneration to the board and auditor and election of board members, chairman and auditor. (points 11-14):
The board has proposed the following:
The number of board members shall be 4 without deputies. Re-election of Mattias Bergkvist, Leif Nord, Christian Gustavsson and Johan Ljungquist is proposed for the board. Leif Nord is proposed for re-election as chairman of the board. Fees for the board members are proposed to be paid with SEK 0 to the chairman of the board and with SEK 53,500 (a price base amount) to each of the other board members who are not employed by the company.
Re-election of baks & co AB with Viktor Mattsson as principal is proposed for auditor. The audit fee is proposed to be paid according to the approved invoice and agreement.
Decision on guidelines for remuneration to senior executives (item 15):
The board is tasked with annually reviewing the company's compensation to employees and management and proposes that the following guidelines apply in the area: The company must offer all employees an attractive total compensation that works to be able to recruit and retain competent personnel in an industry where competition for qualified employees is hard. The compensation must be market-based and may contain conditions that motivate the company's employees to act in the interests of the shareholders. Variable compensation such as bonuses may occur, when justified in order to be able to recruit and retain key personnel and to stimulate sales and profit improvements and the work to achieve special key figures established by the board. The variable compensation must be based on predetermined and measurable criteria such as the profit development for the CGit Group and may not amount to the equivalent of twelve monthly salaries of fixed salary. The compensation can also consist of a pension and any additional employment benefits. The board shall have the right to deviate from these guidelines if there are special reasons in individual cases.
More information
Accounting documents, audit report and other documents according to the Swedish Companies Act, will be available from 9 May 2023 at the company's office and on the company's website cgit.se.
Information at the meeting
The board and the managing director must, if a shareholder requests it and the board considers that it can be done without significant damage to the company, at the annual general meeting provide information about conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the company's or subsidiary's financial situation as well as the company's relationship with other group companies.
The number of shares and votes
Upon publication of this notice, the total number of shares in the company amounts to 1,576,000, of which 100,000 shares of series A and 1,476,000 shares of series B, corresponding to a total of 2,476,000 votes.
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For more information, contact the Company at:
CEO Mattias Bergkvist
Telephone: 031-762 02 40
info@cgit.se
www.cgit.se
CGit:
CGit is an IT consulting company based in Mölndal which is part of a group where the wholly-owned subsidiary CGit AB has since 2007 conducted operations in the construction and development of IT, which includes e.g. AI/Deep Learning Platforms Data Center, Security, Management, Hosting, Network & Communications and Backup/DR. The company delivers services in three business areas; IT operation, IT consultants and IT products and currently has around 60 customers spread over several different industries, of which the Company is an overall partner in the delivery of IT support for 30 customers.