Notice of the annual general meeting of Cabonline Group Holding AB (publ)
Shareholders of Cabonline Group Holding AB (publ), reg. no 559002-7156, (“Company”) are hereby invited to attend the annual general meeting, to be held on Thursday, May 4, 2023, at 08:30 CET at Advokatfirman Fylgia’s premises at Nybrogatan 11 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 Wednesday, April 26, 2023, and give notice of attendance to the Company no later than on Monday May 1, 2023.
Notice of attendance
Notice of attendance can be given in accordance with the following:
- in writing to Cabonline Group Holding AB, “Annual General Meeting 2023”, Box 1054, SE-171 21 Solna.
- by telephone +46 70-831 25 48 on weekdays between 9 a.m. and 4 p.m. CET, or
- via e-mail to fredrik.winroth@fylgia.se.
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 if 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 Wednesday, April 26, 2023. 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 https://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 1, 2023.
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 2022
- Resolutions regarding
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet 2022;
- allocation of the company’s profit or loss according to the adopted balance sheet; and
- 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
- Decision on amendment of the articles of association
- Closing of the meeting
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Item 2 – Election of Chair of the 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 2022 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 board members and no deputy board members.
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, Richard Dunn and Dag Kibsgaard-Petersen shall be re-elected. No deputy directors shall be elected.
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.
Item 12 – Decision on amendment of the articles of association
It is proposed to change the Company's registered office in the articles of association as below.
Current wording Proposed wording
§ 2 The board´s registered office § 2 The board´s registered office
The board has its registered office in Stockholm The board has its registered office in Solna
municipality, Stockholm county. municipality, Stockholm county.
MISCELLANEOUS
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 https://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 2023
Cabonline Group Holding AB (publ)
The board of directors