ChromoGenics notice to Annual General Meeting 2018
Shareholders in ChromoGenics AB (publ) are hereby invited to the Annual General Meeting Wednesday May 16, 2018 at 14.00 CET at the offices of Law firm Lindahl, Vaksalagatan 10, Uppsala.
NOTICE OF ANNUAL GENERAL MEETING IN CHROMOGENICS AB (PUBL)
The shareholders in ChromoGenics AB (publ) reg. no. 556630-1809 (the “Company”) are hereby convened to the annual general meeting on Wednesday May 16, 2018, at 14.00 at the offices of Law firm Lindahl, Vaksalagatan 10, 751 42 Uppsala.
Shareholders who wish to participate at the annual general meeting must:
- on Wednesday May 9, 2017, be registered in the share register kept by Euroclear Sweden AB, and
- notify his or her intention to attend the general meeting by mail to Ullforsgatan 15, 752 28 Uppsala, stating “annual general meeting”, by telephone to 018-43 00 430, or by e-mail to firstname.lastname@example.org, at the latest on Monday May 14, 2018.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar), address and daytime telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on Wednesday May 9, 2017, and the shareholders must therefore advise their nominees well in advance of such date. Shareholders who have not executed such re-registration will not be entitled to participate in the general meeting.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney may not be valid for a period longer than five years from its issuance. The original power of attorney and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to 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.chromogenics.com.
Number of shares and votes
As of the date of this notice, there are a total of 42 188 995 shares and votes in the Company.
1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination as to whether the meeting has been duly convened
6. Presentation of the annual report and the auditor’s report
7. Resolutions on:
a) the adoption of the income statement and the balance sheet,
b) allocation of the Company’s loss according to the adopted balance sheet, and
c) discharge from liability for each of the members of the board of directors and the managing director
8. Resolution on the number of members of the board of directors, deputy members of the board of directors, auditors, and deputy auditors
9. Determination of remuneration to the board of directors and the auditor
10. Election of members of the board of directors, deputy members of the board of directors, if any, and auditor
11. Resolution on the nomination committee for the next annual general meeting
12. Resolution to authorize the board of directors to issue new shares, warrants and/or convertible instruments
13. Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The Nomination committee, consisting of Bengt Josefsson (Chairman of the Nomination committee), Leif Kristensson, Poul Erik Schou-Pedersen, Clarence Taube and Anders Brännström, proposed that Mattias Prage, Law firm Lindahl, is elected as chairman of the general meeting.
Item 6b) – Allocation of the Company’s results according to the adopted balance sheet
The board of directors propose that no dividends will be paid for the year 2017 and that the accumulated loss for the year 2017 is carried forward into new account.
Item 8 – Resolution on the number of members of the board of directors and deputy members of the board of directors
The Nomination committee has proposed that the board of directors until the end of the general meeting shall consist of five (5) directors, without deputy members.
Furthermore it is proposed that the Company shall elect a registered accounting firm as its auditor.
Item 9 – Determination of remuneration to the board of directors and the auditor
The Nomination committee has proposed that remuneration is paid to each board member who is not i) employed by the company, ii) founder or main owner of the company, or iii) appointed by or a connected person to founder or main owner of the company, with SEK 100.000 for ordinary board members, and SEK 150.000 for the chairman.
Item 10 – Election of members of the board of directors, chairman of the board of directors and deputy members of the board of directors, if any
The Nomination committee has proposed re-election of Anders Brännström as chairman of the board, Claes-Göran Granqvist, Mari Broman and Peter Gustafson as well as election of Christer Simrén as director. Jerker Lundgren has declined re-election since he is appointed the new CEO of the Company.
Christer Simrén has long and wide industrial experience, mainly in the packaging industry, as COO for KorsnäsBillerud and previously as CEO and other leading roles in Korsnäs and the Kinnevik Group. Throughout the years, Christer has driven restructuring and sales strategies successfully with significant growth and good margins. Christer has solid experience in board work, both as chairman and member, in a number of industrial companies and management consulting companies. Christer has a PhD, Dr. of Science in Industrial Management and Economics from Chalmers University of Technology and a Msc in Electrical Engineering & Computer Science from Chalmers. Christer also holds a degree in Economics from the School of Economics at the University of Gothenburg.
It is proposed that PriceWaterhouseCoopers (PwC) is re-elected as auditor of the Company, with Leonard Daun as chief auditor, until the next year’s annual general meeting.
Item 11 – Resolution on the nomination committee for the next annual general meeting
The board of directors propose that the general meeting resolve that the Company, in advance of the next general meeting to be held in 2019, shall establish a nomination committee. It is proposed that the chairman shall instruct the three shareholders with the largest holdings of shares/votes in the Company to each appoint a representative that together with the chairman shall constitute the nomination committee. If any of these three shareholders abstain from its/his/her right to appoint a representative the right passes on to the shareholder that, besides those shareholders that have already abstained or appointed a representative, owns the most shares/votes .
It is proposed that the nomination committee shall be tasked with the duty to, at the next general meeting to be held in 2019, bring forward propositions on:
- election of the board of directors
- election of the chairman
- remuneration to the board of directors
- election of auditor
- remuneration to the auditor
- chairman at the general meeting
Item 12 – Resolution on the authorization of the board of directors to resolve on the issue of new shares/convertibles/warrants
The board of directors propose that the shareholders’ meeting authorizes the board of directors, for the time until the next annual general meeting, to issue shares, warrants and/or convertibles.
This may be done at one or several occasions and with or without deviation from the shareholders' pre-emption rights and/or an issue in kind, an issue by way of set-off or any other conditions.
An issue in accordance with this authorization shall be on market conditions. The board of directors shall be authorized to decide on the terms and conditions regarding issues under this authorization and what persons shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason to propose that the board of directors shall be authorized to resolve on an issue with deviation from the shareholders’ pre-emption rights and that the board shall be authorized to decide on an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to above is in connection with acquisitions of companies or businesses, participate in strategic partnerships and to carry-out directed new issues in order to raise capital to the company. The number of shares and/or warrants that could be issued due to this authorization shall not exceed 4 218 900, corresponding to approximately 10 per cent of the current outstanding number of shares.
It is proposed that the managing director is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
A resolution in accordance with the proposal to authorize the board of directors is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Information at the Annual General Meeting
The board of directors and the president 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 financial position.
The annual report and the auditor’s report, the auditor’s report regarding compliance with the guidelines for remuneration to the senior as well as other documents according to the Swedish Companies Act will be held available at the Company’s office with address Ullforsgatan 15, Uppsala, not later than three weeks before the meeting, i.e. not later than April 25, 2018. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be available and presented at the general meeting.
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
Uppsala in April 2018
ChromoGenics AB (publ)
The board of directors
Anders Brännström, Chairman of the Board
Tel: +46 (0)70 559 1093
Susanne Andersson, CFO & Head of Communications
Tel: +46 18 430 0430
ChromoGenics offers dynamic glass with controllable heat- and light transmission. The company’s unique technology ConverLight® provides sustainable solar control for increased indoor comfort and energy efficiency. ConverLight® also contributes to Green Building certifications. In 2016 the company started commercial sales to real estate projects in Scandinavia.
ChromoGenics is located in Uppsala, Sweden, and the technology is derived from the world leading research center at Ångström Laboratory at Uppsala University. The plant has been partly financed by a conditional loan from the Swedish Energy Agency. ChromoGenics share (CHRO) is listed on Nasdaq First North Stockholm with G&W Fondkommission as Certified Adviser. www.chromogenics.com