Annual general meeting in BEWiSynbra Group AB (publ)
Welcome to the annual general meeting in BEWiSynbra Group AB (publ)
The shareholders of BEWiSynbra Group AB (publ), reg. no. 556972-1128 (the “Company”) are hereby convened to the annual general meeting on Thursday 23 May 2019, at 14:00, at the Company’s head office, Gårdsvägen 13, 169 70 Solna, Sweden.
Shareholders who wish to attend the general meeting must, to have the right to participate at the general meeting, on Friday 17 May 2019 be registered in the share register kept by Euroclear Sweden AB.
Shareholders are asked to notify the Company of his/her intention to attend the general meeting, no later than on Friday 17 May 2019, by telephone +46 (0) 8 527 917 16 or e mail email@example.com. Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar) and preferably address and daytime telephone number, number of shares, details on advisors, if any, and where applicable, details of representatives or proxies.
Particular for shareholders registered at Norska Verdipapirsentralen (VPS)
- Shareholders registered at Norska Verdipapirsentralen (VPS) must, in order to participate in the general meeting, temporarily record their shares in their own names in the share register kept by Euroclear Sweden AB. Shareholders who wishes to record their shares in their own name must notify DNB Bank ASA no later than 15 May 2019 at 12:00 pm local time. Such notification shall include information of the shareholder’s name, personal identification number or corporate registration number, address, daytime telephone number and number of shares. The notification shall be sent to DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, N-0021 Oslo, or by e-mail to firstname.lastname@example.org.
- DNB Bank ASA will temporarily record the shares at Euroclear Sweden AB in the name of the shareholder. Shareholders recorded at VPS must also, as described above, give notice of attendance to the Company in order to obtain the right to vote at the annual general meeting.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution in Sweden must, in order to participate in the annual general meeting, request that their shares are temporarily re-registered in their own names. Such registration must be completed by Euroclear Sweden AB on 17 May 2019. This means that a shareholder who need such registration must well in advance of 17 May 2019 notify the nominee thereof.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration, or equivalent, must be attached. The power of attorney may not be valid for a period longer than one year from its issuance. The original power of attorney and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. Proxy forms in Swedish and English are available for download on the Company’s website, www.bewisynbra.com.
1. Election of chairman of the meeting
2. Preparation approval of the agenda and approval of voting list
3. Approval of the agenda
4. Election of one or two persons to approve the minutes
5. The question as to whether the meeting has been duly convened
6. Presentation of the annual report and auditor’s report and, if appropriate, the group annual report and the group auditor’s report
7. Resolutions in respect of:
a) Adoption of the profit- and loss statement and balance sheet and the group profit- and loss statement and group balance sheet;
b) Allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
c) The discharge from liability of the directors of the board and the managing director
8. Determination of the number of permanent members of the board and the number of auditors to be elected at the meeting
9. Determination of directors’ and auditors’ fees
10. Election of permanent members of the board, chairman of the board and auditors
11. Other matters to be dealt with at the meeting pursuant to the Companies Act (aktiebolagslagen 2005:551) or the articles of association
12. Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the meeting
The board proposes that Carl Axel Morvay be appointed chairman of the meeting.
Item 7b) – Allocation of the Company’s profit or loss in accordance with the adopted balance sheet
The board proposes that the Company’s profit be allocated in accordance with the board’s proposal in the annual report, i.e. that the profit of SEK 1,372,085,134 shall be carried forward. The board proposes that no dividend shall be paid for the fiscal year 2018.
Item 8 – Determination of the number of permanent members of the board and the number of auditors to be elected at the meeting
The Company’s board of directors shall, according to the articles of association, consist of not less than three and not more than seven permanent members without deputy members. The major shareholders of the Company propose that the board of directors shall consist of six permanent board members.
The Company shall, according to the articles of association, have one or two auditors with no more than two deputy auditors or a registered accounting firm. The major shareholders of the Company propose that the Company shall continue to have one auditor firm as auditor.
Item 10 – Election of permanent members of the board, chairman of the board and auditors
The major shareholders of the Company propose that, until the end of the next annual general meeting, Christian Bekken is elected as new permanent board member and that Gunnar Syvertsen, Per Nordlander, Christina Schauman, Göran Vikström and Rune Marsdal are re-elected as permanent board members. It is further proposed that Gunnar Syvertsen is re-elected as chairman of the board.
The major shareholders of the Company propose that the auditor firm PricewaterhouseCoopers AB is re-elected with Magnus Lagerberg as auditor-in-charge.
The major shareholders of the Company propose that no deputy auditor shall be elected.
Information at the General Meeting
The board of directors and the CEO shall, upon request by a shareholder and provided that the board deems that it is possible without causing material damage to the Company, provide information regarding circumstances that may have an effect on the assessment of an item on the agenda, circumstances that may have an effect on the assessment of the Company’s or a subsidiary’s financial situation, the group profit- and loss statement and the Company’s relationship with another group company.
Documents according to the Swedish Companies Act will be held available at the Company’s office with address Gårdsvägen 13, SE-169 70 Solna, Sweden and the Company’s website www.bewisynbra.com, not later than three weeks before the meeting, i.e. not later than 2 May 2019. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be available and presented at the general meeting.
Processing of personal data
For information on how personal data is processed in relation the annual general meeting, see the privacy notice available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Solna in April 2019
BEWiSynbra Group AB (publ)
The board of directors