Notice of Extraordinary General Meeting in Arla Plast AB
The shareholders of Arla Plast AB, corporate registration number 556131-2611 (“Arla Plast” or the “Company”), are summoned to an Extraordinary General Meeting on Wednesday, August 18, 2021.
In light of the ongoing pandemic and to reduce the risk of spreading the virus and having regard to the authorities’ regulations and advice on restrictions of public gatherings, the Extraordinary General Meeting is carried out only through postal voting pursuant to temporary legislation. This means that the Meeting will be conducted without the physical presence of shareholders, representatives or external parties. Shareholders will only be able to exercise their voting rights at the Meeting by postal voting in advance in the manner described below.
Information on the resolutions passed at the Meeting will be published on August 18, 2021, as soon as the result of the postal voting has been confirmed.
Notification of attendance
Shareholders wishing to attend the Meeting through postal voting must
- be registered as a shareholder in the share register kept by Euroclear Sweden AB on August 10, 2021;
- notify their attendance by submitting their postal vote in accordance with the instructions provided under the section “Postal voting” below so that the postal vote is received by the Company no later than August 17, 2021.
Nominee-registered shares
Shareholders whose shares are nominee registered must, in addition to giving notice of participation by submitting a postal vote, request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by August 10, 2021. Such registration can be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting right registrations completed no later than the second banking day after August 10, 2021, will be taken into account in the presentation of the share register.
Postal voting
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 (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
For postal voting, a special form must be used. The form is available on Arla Plast´s website, www.arlaplastgroup.com, and from the company at Västanåvägen 2, 591 75 Borensberg. The postal voting form is considered as notification of participation at the Meeting.
The completed and signed voting form must be received by the Company no later than August 17, 2021. The completed and signed form must be sent my mail to Arla Plast AB, Box 33, 591 06 Borensberg, marked with ”Extra bolagsstämma”, or by email to ir@arlaplast.com. If the shareholder is not a natural person, a registration certificate or other authorization document must be attached to the form.
Shareholders may not provide the postal voting form with special instructions or conditions. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.
If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A power of attorney form is available on Arla Plast´s website, www.arlaplastgroup.com, and must be attached to the postal voting form. If the power of attorney is issued by a legal entity, a registration certificate or equivalent must be attached to the power of attorney.
Proposed agenda
- Election of Chairman at the Meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Appointment of one or two persons to verify the minutes.
- Determination of whether the Meeting has been duly convened.
- Resolution on the number of Board members.
- Resolution on fees to the Board members.
- Election of new Board member.
Resolution proposals
Item 1 - Election of Chairman at the Meeting
The Board proposes Johan Wigh as the Chairman of the Meeting, or in the event of his absence, a person that the Board of Directors appoints instead.
Item 2 - Preparation and approval of the voting register
The voting register that is proposed to be approved is the voting register that has been prepared by the Chairman, based on the shareholders’ register and postal votes received, verified by the persons elected to verify the minutes of the Meeting.
Item 4 - Appointment of one or two persons to verify the minutes
The Board proposes that Staffan Persson, representing Nortal Investments AB, and Gerald Engström or, to the extent both or any of them are prevented, the person(s) appointed by the Board instead, as the persons to verify the minutes. The assignment to verify the minutes also includes verifying the voting register and confirming that received postal votes are correctly reflected in the minutes of the Meeting.
Item 6 – Resolution on the number of Board members
Synnersten Invest AB, Svolder AB and Nortal Investments AB propose that the Board of Directors shall consist of seven Board members elected by the General Meeting.
This resolution is conditional upon the Meeting resolving in accordance with the proposals under items 7 and 8.
Item 7 – Resolution on fees to the Board members
Synnersten Invest AB, Svolder AB and Nortal Investments AB propose that the fees to the Board of Directors shall be paid in the following amounts, in accordance with the resolution at the Company’s 2021 Annual General Meeting:
- SEK 400,000 to the Chairman of the Board and SEK 220,000 each to the other members of the Board elected by the General Meeting who are not Company employees.
- SEK 70,000 to the Chairman of the Audit Committee and SEK 40,000 each to the other members of the Committee and SEK 40,000 to the Chairman of the Remuneration Committee and SEK 25,000 each to the other members of the Committee.
The fees to the Board of Directors are unchanged in relation to the resolution on fees made at the Company’s 2021 Annual General Meeting, with the adjustment that an additional annual Board fee will be paid, however, that such annual fee will be paid pro rata in relation to the length of the assignment period.
This resolution is conditional upon the Meeting resolving in accordance with the proposals under items 6 and 8.
Item 8 - Election of new Board member
Synnersten Invest AB, Svolder AB and Nortal Investments AB (the main shareholders) propose that the Meeting resolves on new election of Ulf Hedlundh as Board member for the period until the end of the next Annual General Meeting. The main shareholders together represent approximately 68 percent of the number of shares and votes in Arla Plast.
Svolder AB, which since the listing of Arla Plast’s shares on Nasdaq Stockholm in May 2021 is the Company’s next largest shareholder, has in discussion with the other main shareholders declared itself ready to engage in Arla Plast’s Board work by Ulf Hedlundh (Svolder AB:s CEO) being elected to Arla Plast’s Board. The other main shareholders view this very positively and consider it desirable that Ulf Hedlundh is elected to the Board at the Extraordinary General Meeting in the Company. Ulf Hedlundh has great understanding and experience of creating shareholder value as well as a very good knowledge of the capital market and the conditions for listed companies.
In light of the fact that Arla Plast’s first Nomination Committee, in accordance with the principles for the appointment of a Nomination Committee adopted at the Annual General Meeting in April 2021, will not be constituted until the autumn of 2021, the proposal has been prepared by the main shareholders.
If the Meeting resolves in accordance with the proposal, the Board will for the period until the end of the next Annual General Meeting consist of the General Meeting-elected Board members Kenneth Synnersten (Chairman), Annelie Arnbäck, Ulf Hedlundh, Sten Jakobsson, Leif Nilsson, Ola Salmén and Jan Synnersten as well as the employee representatives Andreas Johansson and Joacim Törnroth. Information about Ulf Hedlundh follows below.
Ulf Hedlundh
Born 1960.
Current assignments: CEO of Svolder Aktiebolag and Board members of GARO Aktiebolag.
Experience: Has worked in the financial market since 1983. Former head of analysis and management within Alfred Berg Fondkommission and Alfred Berg Kapitalförvaltning.
Education: Msc in Business and Economics.
Holdings of shares and other financial instruments in the company (including holdings of related parties): -
Independent in relation to the Company and executive management: Yes.
Independent in relation to the Company’s major shareholders: No.
This resolution is conditional upon the Meeting resolving in accordance with the proposals under items 6 and 7.
Other information
Number of shares and votes
At the time of issuance of this notice, the total number of shares in the Company as well as the total number of votes, amount to 20,000,000. The Company holds no treasury shares.
Shareholders’ right to receive information
In accordance with Chapter 7, Section 32 of the Swedish Companies Act the Board of Directors and the Managing Director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the Meeting about circumstances that may affect the assessment of an item on the agenda and the company’s relationship to other group companies.
Due to the fact that the Meeting will be held without physical presence, requests for information must be submitted in writing by mail to the address Arla Plast AB, Box 33, 591 75 Borensberg, or by e-mail to ir@arlaplast.com, no later than August 8, 2021. Such information is provided by being kept available from the Company at the address Västanåvägen 2, 591 75 Borensberg and on the Company’s website, www.arlaplastgroup.com, no later than August 13, 2021. The information is also sent within the same time to shareholders who so request and provide their postal or e-mail address.
Available documents
The shareholders’ complete proposals as well as information about the proposed Board member, are kept available from the Company at the address Västanåvägen 2, 591 75 Borensberg and on the Company’s website, www.arlaplastgroup.com, and sent to the shareholders who so request and provide their postal or e-mail address.
Processing of personal data
For information on how your personal data is processed in connection with the Meeting, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________
Arla Plast AB
Borensberg in July 2021
The Board of Director
For further information please contact:
Boel Sundvall, IR
Tel: +46 705 60 60 18
Email: boel.sundvall@arlaplast.com
This information is such information that Arla Plast AB is obligated to publish in accordance with the EU Market Abuse Regulation. The information was published by the above mentioned contact person on July 13, 2021 at 17:30 CET.