Notice of the annual general meeting of Cabonline Group Holding AB (publ)
Shareholders of Cabonline Group Holding AB (publ), reg. no 559002-7156, are hereby invited to attend the annual general meeting, to be held on Wednesday, 24 April 2019 at 16:00 CET at Cabonline’s premises at Kungsgatan 44 in Stockholm.
The right to participate at the annual general meeting shall vest in any shareholder who, on the day of the general meeting, is entered in the share register.
A shareholder who is not personally present at the annual general meeting may exercise his or her rights at the meeting through a proxy in possession of a written proxy form signed and dated by the shareholder. Proxy forms are available on the company’s website, www.cabonline.com.
- Opening of the meeting
- Election of a chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination of whether the meeting was duly convened
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the group
- Resolutions regarding
a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b. allocation of the company’s profit or loss according to the adopted balance sheet
c. discharge from liability for board members and the managing directo
- Determination of the number of directors of the board and deputy directors
- Determination of fees for the board of directors and the auditors
- Election of the board of directors and accounting firm or auditors
- Resolution regarding amendment of the articles of association
- Resolution regarding guidelines for remuneration to senior executives
- Resolution regarding procedure for the nomination committee
- Resolution regarding authorization for the board of directors to resolve on new issues of shares
- Closing of the meeting
Item 8 (b) – Resolution regarding allocation of the company’s profit or loss according to the adopted balance sheet
The board of directors proposes that no dividend is declared for the financial year 2018 and that the result is carried forward.
Item 9 – Determination of the number of directors of the board and deputy directors
It is proposed that the board shall consist of five members elected by the annual general meeting without deputy directors.
Item 10 – Determination of fees for the board of directors and the auditors
It is proposed that the chairman of the board shall be paid a fee of SEK 600,000 and each of the other directors elected by the annual general meeting shall be paid a fee of SEK 200,000. It is further proposed that fees shall be payable for the chairman of the audit committee with SEK 100,000 and to each member of the audit committee with SEK 60,000. Furthermore, it is proposed that fees shall be payable for the chairman of the remuneration committee with SEK 50,000 and to each member of the remuneration committee with SEK 20,000.
It is proposed that the auditor shall be paid on account.
Item 11 – Election of the board of directors and accounting firm or auditors
It is proposed that Jon Risfelt, Andreas Rosenlew, Anna Söderblom, Carl Harring and James Mitchell shall be re-elected as board members and that no deputy directors shall be elected.
It is proposed that Jon Risfelt shall be re-elected as chairman of the board.
It is proposed, in accordance with the audit committee’s recommendation, that Ernst & Young AB shall be re-elected as auditor for the period until the end of the next annual general meeting.
Item 12 – Resolution regarding amendment of the articles of association
The board of directors proposes that the annual general meeting resolves that the articles of association as per Schedule 1A is adopted as the new articles of association. In the new articles of association (i) the provisions regarding right of first refusal and post-transfer purchase rights are deleted (§ 11 and § 12); (ii) the provisions regarding notice to the general meeting (§ 7) is changed as set forth in Schedule 1B; (iii) the provisions regarding the board of directors (§ 5) is changed as set forth in Schedule 1B; (iv) the provisions regarding the annual general meeting (§ 9) is changed as set forth in Schedule 1B and (v) a record day provisions (new § 11) is inserted as set forth in Schedule 1B.
The CEO should be entitled to make such minor adjustments of the resolution that might be necessary in connection with registration with the Swedish Companies Registration Office.
Item 13 – Resolution regarding guidelines for remuneration to senior executives
The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for remuneration and other conditions of employment for senior executives:
Remuneration to the CEO and other senior executives, defined as the company’s management team, shall reflect market terms, be competitive and structured in a manner that promotes long-term value growth. Remuneration comprises fixed basic salary, variable remuneration, pension, any long-term incentive programme and other benefits. The board of directors resolves on the main terms and conditions for the CEO and the board’s remuneration committee prepares and resolves on matters concerning incentive matters for senior executives in the company.
Fixed basic salary
The fixed basic salary for the CEO and other senior executives is reviewed annually. The allocation between basic salary and variable remuneration shall be proportionate to the responsibilities and powers of the executives.
The variable remuneration for the CEO and for other senior executives may amount to a maximum of six months’ salary. The variable remuneration is based on the outcome of several, in essence, quantitative parameters linked to a budget or other operational plans as well as to personal business-related objectives.
Long-term incentive programmes
As an element of the remuneration to senior executives, long-term remuneration programmes may also be employed in order to strike a good balance between short-term value growth and a longer-term focus.
Pension and terms of notice
Pensions should always be under a defined contribution plan to create predictability. For the CEO and other senior executives, the defined contribution should not exceed 30 per cent of the fixed salary. Retirement age is generally 65 years.
When the employment of a senior executive is terminated by the company, the remuneration during the notice period including severance payments should not exceed an amount equivalent to one year’s salary.
The board of directors shall have the right to deviate from the guidelines resolved by the general meeting if, in an individual case, there are special reasons for this. The guidelines shall apply to contracts of employment entered into after the adoption of these guidelines by the general meeting or amendments to existing contracts made after the adoption of the guidelines.
Item 14 – Resolution regarding procedure for the nomination committee
It is proposed that the annual general meeting adopts the following procedure for the nomination committee's appointment and its work, which shall be applied until the annual general meeting resolves otherwise:
The nomination committee shall perform the tasks that are set out in the Swedish Corporate Governance Code (the “Code”). The nomination committee shall consist of three members elected by the three largest shareholders at the end of August each financial year as well as the chairman of the board. The largest shareholders means the largest owner registered shareholders or the largest shareholders that are otherwise known, at the end of the third quarter.
A member of the nomination committee shall, before the appointment is accepted, carefully assess whether a conflict of interest is at hand. The members of the nomination committee shall be announced on the company's website at the latest six months before the Annual General Meeting. If a member resigns or withdraws before the appointment is completed, the shareholder that has appointed the member shall appoint a new member. Should the owner who appointed a member of the nomination committee materially decrease its ownership in the company, the next owner in terms of size shall, if the nomination committee so decides, be offered to appoint a member of the nomination committee. A shareholder who have appointed a member of the nomination committee shall have the right to dismiss such member and appoint a new member. When such member has been appointed, the person shall be a member of the nomination committee and replace the previous member of the nomination committee who is no longer appointed by one of the three largest shareholders.
The nomination committee shall comply with the requirements of composition set out in the Code. If the larger shareholders, which have a right to appoint members of the nomination committee, want to appoint persons resulting in that the requirements of the nomination committee's composition set out in the Code is not complied with, a larger shareholder shall have priority of its first hand choice over a smaller shareholder. In the event of appointment of a new member resulting from a material ownership change, the shareholder that shall appoint a new member shall take into account the current nomination committee's composition. Changes in the nomination committee's composition shall be announced immediately. The nomination committee shall appoint from their number the chairman of the nomination committee. The chairman of the board may not be chairman of the nomination committee. The term of office for the appointed nomination committee shall be until the appointment of a new nomination committee.
Item 15 – Resolution regarding authorization for the board of directors to resolve on new issues of shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, and with or without provisions regarding payment in kind or through set-off or other provisions, resolve to issue shares (regardless of share class). The reason for that deviation from the shareholders’ preferential rights shall be permitted is to enable the company to raise working capital, to execute acquisitions of companies or operating assets, as well as to enable issues to institutional investors and the public in connection with a listing of the company. The total number of shares that can be issued must not exceed the maximum number of shares as permitted under the articles of association. To the extent a new issue is made with deviation from the shareholders’ preferential rights, the new issue should be made on market terms.
The CEO should be entitled to make such minor adjustments of the resolution that might be necessary in connection with registration with the Swedish Companies Registration Office.
Shareholder's right to request information
In accordance with the Swedish Companies Act Ch. 7 Sec. 32, the shareholders have the right to ask questions at the Annual General Meeting regarding the items on the agenda and about the financial situation of the company and the group.
The accounts and the auditor's report will be available to the shareholders at the company's office, and at the company's website www.cabonline.com, during a period of not less than three weeks prior to the annual general meeting and will also be distributed to shareholders who have notified their wish to receive the documents and have informed of their postal address.
Stockholm, March 2019
Cabonline Group Holding AB (publ)
The board of directors
ARTICLES OF ASSOCIATION OF CABONLINE GROUP HOLDING AB (PUBL)
Reg. no 559002-7156
§ 1 Name of company
The company name is Cabonline Group Holding AB (publ).
§ 2 Registered office of the company
The registered office of the company is in the municipality of Stockholm, Stockholm county.
§ 3 Objects of the company
The company shall carry out or convey passenger transportation services and courier services or provide similar services within the logistic business, engage in training and educational activities for individuals or corporations within the taxi industry, develop, produce, sell, deliver, maintain or in any other remark conduct trade or business with services or goods based on or complement to information technology and intended to facilitate planning or management of transportation, taxi or similar businesses, as well as directly or indirectly own and manage securities in subsidiaries, provide administrative services to such companies and conduct activities compatible therewith.
§ 4 Classes of shares
The share capital shall be not less than SEK 2 000 000 and not more than SEK 8 000 000. The number of shares shall be not less than 200 000 000 and not more than 800 000 000.
The shares shall be issued in three classes, A-shares, B-shares which are ordinary shares and C-shares that are preference shares. A-shares shall entitle the holder to two (2) votes per share and B- and C-shares shares shall entitle the holder to one (1) vote per share. Shares of each class may be issued in a quantity corresponding to the entire share capital of the company.
Preference shares (C-shares) shall, with priority over ordinary shares (A- and B-shares), have the right to a cumulative annual dividend per share equal to fifteen (15) per cent per year of the acquisition value per preference share, compounding annually from 8 April until 2025.
Preference shares shall, with priority over ordinary shares have the right to receive distribution in liquidation of the company until holders of preference shares have received a total amount corresponding to the acquisition value per preference share increased by, until 2025, an interest rate of fifteen (15) per cent per annum per share, to the extent not already received through dividend distributions pursuant to the above.
Any assets remaining in the liquidation of the company after the above preferential distributions have been fully paid shall be distributed with an equal amount on each ordinary share of the company.
The acquisition value per each preference share referred to above means the amount which in total has been paid to the company in issues of preference shares of each series divided by the number of preference shares of each series outstanding, i.e. the respective share's quota value plus, where applicable, any premium.
Where the company resolves to issue new shares by way of a cash issue or a set-off issue, one old share shall entitle the holder to pre-emption rights to one new share of the same class pro rata to the number of shares previously owned by the holder (primary pre-emption rights). Shares that are not subscribed for pursuant to primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Unless shares offered in such manner are sufficient for the subscription which takes place pursuant to subsidiary pre-emption rights, the shares shall be allotted among the subscribers pro rata to the total number of shares previously owned. Where this is not possible with respect to a particular share(s), shares shall be allotted through drawing of lots.
The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders' pre-emption rights.
The provisions above regarding shareholders Pre-emption rights shall apply mutatis mutandis to an issue of warrants or an issue of convertible instruments.
Upon an increase in the share capital by way of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class which are already in existence. In relation thereto, old shares of a particular class shall entitle the holder to pre-emption rights to new shares of the same class. The aforementioned shall not entail any restrictions on the possibility for the company to issue shares of a new class through a bonus issue, following any necessary amendments to the articles of association.
§ 5 Board of directors
The board of directors elected by the general meeting shall consist of not less than three (3) members and not more than ten (10) members.
§ 6 Auditors
The company shall have 1-2 auditors and not more than 2 alternate auditors or a registered accounting firm.
§ 7 Notice to attend general meetings
Notice of general meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published Dagens Industri.
§ 8 Opening of the meeting
The chairman of the board of directors or a person appointed by the board of directors for this purpose opens the general meeting and presides over the proceedings until a chairman of the meeting is elected.
§ 9 Annual general meeting
The following matters shall be addressed at the annual general meeting:
- Election of a chairman of the meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to attest the minutes.
- Determination of whether the meeting was duly convened.
- Presentation of the annual report and auditor's report and, where applicable, the Consolidatedfinancial statements and auditor's report for the group.
- Resolutions regarding:
a. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
b. allocation of the company's profit or loss according to the adopted balance sheet; and
c. discharge from liability for board members and the managing director, where applicable.
- Determination of fees for the board of directors and the auditors.
- Election of the board of directors and accounting firm or auditors.
- Any other business incumbent on the meeting according to the Companies Act or the articles of association.
§ 10 Financial year
The company's financial year shall be the calendar year.
§ 11 Record day provision
The company’s shares shall be registered in a record day register pursuant to the Swedish Central Securities Depositories and Financial Instruments Act (SFS 1998:1479).