SUMMONS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS IN SCANDINAVIAN BIOGAS FUELS INTERNATIONAL AB (PUBL)
The shareholders of Scandinavian Biogas Fuels International AB (publ), 556528-4733, are hereby summoned to the annual general meeting on Thursday, 25 June 2020, at 10:00, Westmanska palatset, Holländargatan 17, Stockholm, Sweden.
Right to participate, etc.
Right to participate at the general meeting belong to those shareholders who are registered in the share register held by Euroclear Sweden AB on Thursday, 18 June 2020, and have given notice about attendance to the general meeting to the company no later than Thursday, 18 June 2020 at 4.00 p.m. by regular mail to the address Scandinavian Biogas Fuels International AB (publ), Holländargatan 21A, SE-111 60 Stockholm or by e-mail to anna.budzynski@scandinavianbiogas.com. When giving notice about attendance, shareholders should state their name, personal/corporate registration number as well as postal address, telephone number and shareholdings.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the representative. If the power of attorney is issued on behalf of a legal person or entity, a certified copy of a certificate of registration or similar shall be enclosed. The original copy of the power of attorney and, where applicable, the certificate should be submitted to the company by mail at the above-mentioned address well in advance of the general meeting. The company provides a form of power of attorney at request and it is also available at the company’s website, www.scandinavianbiogas.com.
Shareholders whose shares are registered with a trustee must, in order to be entitled to attend the annual general meeting, temporarily register the shares in their own names. A shareholder who wishes to request such re-registration must notify its trustee well in advance of Thursday, 18 June 2020, when such registration must be completed.
For information on how your personal data is processed in connection to the annual general meeting, see the privacy policy available on Euroclear Sweden AB’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Information regarding measures with regards to COVID-19
Due to the spread of the virus that causes COVID-19, the company has taken a number of precautionary measures ahead of the annual general meeting to protect the health of the shareholders and the employees and to limit potential spread of the virus. The precautionary measures imply that planned speeches will be kept to a minimum and that no refreshments will be served. Participation by management, members of the board of directors, as well as non-shareholders, will be limited. The company encourages the shareholders to use the below options to exercise their voting rights without participating physically at the annual general meeting. The company follows the development closely and will publish updated information if necessary.
Postal voting
The board of directors of the company has, based on the temporary legislation entered into force on 15 April 2020, decided that the shareholders should be able to exercise their voting rights by post prior to the annual general meeting. Forms and additional information on postal voting will be available on the company’s website, www.scandinavianbiogas.com. Postal votes must be received by the company no later than on 24 June 2020, at 12:00.
Please note that notification of shareholders' participation at the annual general meeting and, where applicable, re-registration of nominee-registered shares must take place in the manner prescribed above, even if the shareholder intends to exercise its voting right by postal vote.
Proposed agenda
- Opening of the general meeting
- Election of a chairman to conduct the meeting
- Drawing up and approval of the voting list
- Election of one or two persons to sign the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda for the meeting
- The CEO’s report and any questions in connection thereof
- Presentation of the annual statement and the audit report and the consolidated annual statement and the consolidated audit report
- Decision concerning
- adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
- appropriation of the company's profit and loss according to the adopted balance sheet
- discharge of the directors and the CEO from liability
- Determination of the number of board members and deputy board members
- Determination of remuneration to the board of directors and the auditors
- Election of board members, chairman of the board and deputy board members
- Election of auditor
- The board of director’s proposed resolution to authorize the board of directors to resolve on issues of shares, warrants and/or convertibles
- Closing of the general meeting
Decision regarding appropriation of the company's net profit/loss (item 9 b)
The board of directors and the CEO propose that the net profit/loss for the year shall be carried forward and that no dividend shall be made for the 2019 financial year.
Proposal for resolution regarding the number of board members, fees and election of board members, chairman of the board, deputy board members and auditor (items 10–13)
Item 10–12 – The nomination committee intends to return with proposals on these items as soon as possible and at the latest in connection with the general meeting.
Item 13 – The nomination committee proposes to, until the next annual general meeting, elect Öhrlings PricewaterhouseCoopers AB to the company’s auditor, which intends to appoint Lars Kylberg as the auditor in charge.
The board of director’s proposed resolution to authorize the board of directors to resolve on issues of shares, warrants and/or convertibles (item 14)
The board of directors proposes that the annual general meeting authorize the board of directors to, within the scope of the articles of association, with or without deviation from the shareholders’ preferential right, on one or several occasions during the period until the next annual general meeting, resolve on issues of new shares, warrants and/or convertibles. The total number of shares issued in accordance with this authorization may be equivalent to a maximum of 60,000,000 shares, corresponding to approximately 35.7 per cent of the number of shares in the company, based on the total number of shares in the company at the time of the notice of the 2020 annual general meeting. The issues shall be made with issue rates at market rate, and where applicable be subject to issue discount at market rate, and payment shall, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential right is that the company shall be able to increase the company’s financial flexibility and/or the board of directors’ discretion, for example in connection with strategic acquisitions of companies and businesses that the company may carry out.
The board of directors, the CEO or the person that the board of directors appoints shall be authorized to make such minor amendments and clarifications of the resolution by the general meeting that is required when registering with the Swedish Companies Registration Office.
A resolution in accordance with the board of directors’ proposal according to above requires the approval of shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.
Information at the annual general meeting
The board of directors and the CEO shall, upon request by any shareholder and where the board of directors determines that it can be done without material harm to the company, provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the company’s or a subsidiary’s financial position and the company’s relationship to other group companies.
Documentation for the annual general meeting
Accounting documents, audit report, and other documents pursuant to the Companies Act will be available at the offices of the company on Holländargatan 21A in Stockholm and at the company’s website www.scandinavianbiogas.com no later than three weeks before the general meeting. All documents will be sent free of charge to any shareholder who so requests and states their email- or postal address.
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Stockholm in May 2020
Scandinavian Biogas Fuels International AB (publ)
The board of directors