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 Friday, 7 May 2021 at 11:00 CET at Cabonline’s premises at Kungsgatan 44 in Stockholm.
Right to attend
Those wishing to attend the meeting must be entered as shareholders in the share register kept by the Swedish central securities depository Euroclear Sweden on Thursday, April 29, 2021 and give notice of attendance to the Company no later than on Monday 3 May 2021.
Notice of attendance
Notice of attendance can be given in accordance with the following:
- In writing to Cabonline Group Holding AB, “Annual General Meeting 2021”, Box 16017, SE-103 21 Stockholm.
- By telephone +46 73-079 02 64 on weekdays between 9 a.m. and 4 p.m. CET, or
- Via e-mail to niklas.nordh@cabonline.com.
When giving notice of attendance, please state name/company name, social security number/corporate registration number, address, telephone number (office hours) and, the number of advisers I any.
Shareholding in the name of a nominee and proxies
To be entitled to attend the meeting, shareholders whose shares are registered in the name of a nominee must register the shares in their own name with the help of the nominee, so that the shareholder is entered in the share register kept by Euroclear Sweden on Monday May 3, 2021. This registration may be made temporarily. Shareholders are recommended to inform the nominee to that effect well before that day.
Shareholders represented by a proxy or representative must issue a written power of attorney for the representative. A template proxy form is available on the Company’s website www.cabonlinegroup.com. A proxy form issued by a legal entity must be accompanied by a copy of the certificate of registration (or, if no certificate exists, a corresponding document of authority) for the legal entity. To facilitate registration at the meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the Company at the address above no later than on Monday May 3, 2021.
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.cabonlinegroup.com
Proposed agenda
- Opening of the meeting
- Election of a chair 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
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- allocation of the company’s profit or loss according to the adopted balance sheet
- discharge from liability for board members and the managing directors
- 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 on the abolition of the Nomination Committee of Cabonline
- Closing of the meeting
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Item 2 – Election of Chair of the yearly annual shareholders meeting
It is proposed that the external consultant Jon Risfelt, to be appointed as chair of the annual general 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 2020 and that the result is carried forward.
Item 9 – Determination of the number of directors of the board
It is proposed that the board shall consist of three members elected by the annual general meeting.
Item 10 – Determination of fees for the board of directors and the auditors
It is proposed that the chairman of the board and the director John Harper shall not receive any remuneration and that the other director elected by the annual general meeting shall be paid a fee of SEK 333,000 (2020: 233 000). It is further proposed that no remuneration shall be paid for the work in the audit and the remuneration committees.
It is proposed that the auditor shall be paid on approved account.
Item 11 – Election of the board of directors and accounting firm or auditors
It is proposed that James Mitchell, John Harper and Anna Söderblom, shall be re-elected as board members and that no deputy directors shall be elected.
It is proposed that James Mitchell shall be re-elected as chair 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 abolition of the nomination committee
The 2019 Annual General Meeting adopted instructions for Cabonline's nomination committee.
It is proposed to abolish the Nomination Committee and its instructions for Cabonline.
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.
Available documents
The accounts and the auditor's report will be available to the shareholders at the company's office, and at the company'swebsite www.cabonlinegroup.com during a period of not less than three weeks prior to the annual general meeting and will alsobe distributed to shareholders who have notified their wish to receive the documents and have informed of their postal address.
Personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. Cabonline Group Holding AB (publ) has its registered office in Stockholm.
Precautionary measures
The Public Health Agency in Sweden has increased the risk level for the spread of the new corona virus, Covid-19, in Sweden. Due to the uncertainty surrounding the corona virus, special decisions may be made to take a number of precautionary measures regarding the holding of the meeting, which will then be communicated via a separate press release. Cabonline is closely monitoring the event development and will, if necessary, update its described precautionary measures prior to the AGM and asks anyone who intends to attend the AGM to stay updated via www.cabonlinegroup.com.
Stockholm, March 2021
Cabonline Group Holding AB
(publ)
The board of directors