Notice of the annual general meeting of Cabonline Group Holding AB (publ)

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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, 6 May 2022 at 11:00 CET at Setterwalls Advokatfirma’s premises at Sturegatan 10 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 28, 2022 and give notice of attendance to the Company no later than on Monday 2 May 2022. 

Notice of attendance

Notice of attendance can be given in accordance with the following:

  • In writing to Cabonline Group Holding AB, “Annual General Meeting 2022”, Box 1054, SE-171 21 Solna..
  • 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 2, 2022. 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/en. 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 2, 2022.

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

  1. Opening of the meeting
  2. Election of a chair of the meeting
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to attest the minutes
  6. Determination of whether the meeting was duly convened
  7. Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the group 2021
  8. Resolutions regarding:
    1. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet 2021
    2. allocation of the company’s profit or loss according to the adopted balance sheet
    3. discharge from liability for board members and the managing directors
  9. Determination of the number of directors of the board and deputy directors
  10. Determination of fees for the board of directors and the auditors
  11. Election of the board of directors and accounting firm or auditors
  12. 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 2021 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 no fee shall be paid to the board of directors.

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 John Harper and Richard Dunn, shall be re-elected and Dag Kibsgaard-Petersen (in addition to his role as CEO) shall be elected as board members. No deputy directors shall be elected. Anna Söderblom has informed the owners and the annual general meeting that she is not available for re-election and she will therefore be dismissed as board member.

It is proposed that John Harper 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.

MISCELANIOUS

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's website www.cabonlinegroup.com/en 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.

Personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Cabonline Group Holding AB (publ) has its registered office in Stockholm.

Stockholm, April 2022
Cabonline Group Holding AB (publ)
The board of directors

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