Invitation to attend the Annual General Meeting of Collector AB (publ)

Shareholders in Collector AB (publ), Corp. ID No. 556560-0797, with registered office in Gothenburg, are hereby invited to participate in the Annual General Meeting on Wednesday, 5 May 2021.

Due to the risk of Covid-19 contagion and the authorities’ regulations/guidelines on avoiding gatherings, the Board of Directors has, under temporary legal provisions, determined that the Annual General Meeting will be conducted without attendance in person and by shareholders exercising their voting rights by postal voting only. Details of the resolutions passed by the Annual General Meeting will be published on 5 May 2021 as soon as the outcome of the postal voting has been fully compiled.

Participation requirements
Shareholders who would like to participate in the Annual General Meeting via postal voting shall:

• in part, be entered in the share register maintained by Euroclear Sweden AB on 27 April 2021;
• and, in part, notify the Company by Tuesday, 4 May 2021, at the latest, by casting their postal vote in accordance with the instructions below, so that it is received by Computershare AB by Tuesday, 4 May 2021, at the latest.

For shareholders who have their shares nominee-registered through a bank or other nominee, the following is required to be entitled to participate in the Annual General Meeting. In addition to registering by casting their postal votes, such shareholders must request re-registration of their shares so that they are registered under their own names in the share register maintained by Euroclear Sweden AB as of the record date, Tuesday, 27 April 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the relevant nominee, request that the nominee complete the voting rights registration in sufficient time before the record date of Tuesday, 27 April 2021. Voting rights registration requested by shareholders in sufficiently good time that the relevant nominee has performed the registration by Thursday, 29 April 2021 will be taken into account in the preparation of the share register.

Postal voting
Shareholders exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exemptions to facilitate the conduct of Annual General Meetings. In postal voting, a specific form shall be used, which is available at the Company’s website, www.collector.se under the heading “About Collector/Annual General Meeting 2021” and at the Company’s offices at Lilla Bommens Torg 11, SE-41104 Gothenburg, Sweden. No separate notification of participation need be submitted, the completed and signed form applies instead as notification of participation in the Annual General Meeting. The completed form must be received by Computershare AB by Tuesday, 4 May 2021 at the latest. The form shall be submitted by post to Computershare AB, “Collector AB’s Annual General Meeting”, Box 5267, SE-102 46 Stockholm, Sweden, or by e-mail toinfo@computershare.se. Shareholders who are natural persons may also, by verifying their ID using BankID, cast their postal vote electronically via Collector’s website, www.collector.se under the heading “About Collector/Annual General Meeting 2021”. In cases where shareholders submit postal votes through a proxy, a power of attorney must be attached to the form (see below). If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. Shareholders may not add specific instructions or conditions to their postal votes. Doing so will render the entire postal vote form invalid. Further instructions and conditions are provided on the postal voting form. Please direct any questions regarding the postal voting form to Computershare AB on telephone +46 771-24 64 00 (Monday-Friday 9.00 a.m. – 4.00 p.m. CET).

Voting by proxy
Shareholders submitting postal votes through a proxy must issue a written power of attorney for the proxy, signed by the shareholder and dated. Proxy forms can be found on the Company’s website, www.collector.se under the heading “About Collector/Annual General Meeting 2021”. In cases where postal votes are submitted under power of attorney, the power of attorney must be attached to the postal voting form. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must also be attached to the postal voting form. The power of attorney is valid for at most one year from the date of issue, unless the power of attorney states a longer period of validity, although this may never exceed five years from the date of issue.

Proposed agenda
1. Election of a chairman for the Meeting
2. Election of one or two persons to verify the minutes of the Meeting
3. Preparation and approval of voting list
4. Approval of agenda
5. Determination of whether the Meeting has been duly convened
6. Presentation of the Annual Report, audit report, consolidated accounts and consolidated audit report
7. Resolution on the adoption of the income statement, balance sheet, and consolidated income statement and consolidated balance sheet
8. Resolution regarding the appropriation of the Company’s profit according to the adopted balance sheet
9. Resolution on discharge from liability for Board Members and the CEO
10. Determination of the number of Board Members and the number of auditors
11. Determination of remuneration to Board members and auditors
12. Election of:
a. Board members
b. Chairman of the Board
c. Auditor
13. Adoption of Remuneration Report for 2020
14. Resolution to authorize the Board to issue new shares
15. Resolution to authorize the Board of Directors to determine repurchases and transfers of treasury shares

Resolution proposals
The Nomination Committee has submitted proposals for resolutions regarding items 1, 10, 11 and 12 on the agenda. The Nomination Committee, appointed in accordance with the procedure resolved by the 2020 Annual General Meeting, consisted of Sharam Rahi, appointed by Fastighets AB Balder (Chairman of the Nomination Committee); Anna-Maria Lundström, appointed by StrategiQ Capital AB; Lena Apler, appointed by Helichrysum Gruppen AB; and Erik Selin, Chairman of the Board of Collector AB (publ), together representing about 65 percent of the votes for all shares in the Company.

The Board of Directors of the Company has submitted proposals for resolutions regarding items 2, 8, 13, 14 and 15 on the agenda.

Item 1:
The Nomination Committee proposes that lawyer Anders Strid chair the Meeting.

Item 2:
The Board of Directors proposes that Anna-Maria Lundström Törnblom be appointed to verify the minutes of the Meeting or, if she is prevented from doing so, a person alternatively appointed by the Board of Directors. The person appointed to verify the minutes is also tasked with reviewing the voting list and that the votes received in advance are recognized accurately in the minutes of the Meeting.

Item 3:
The voting list proposed for approval under Item 3 on the agenda is the voting list prepared by Computershare AB on the Company’s behalf, based on the share register prepared for the Annual General Meeting and votes received in advance, and is checked by the person appointed to check the minutes of the Meeting.

Item 8:
The Board of Directors proposes that the Annual General Meeting resolves that the unappropriated earnings at the disposal of the Annual General Meeting of SEK 2,451,414,399 be appropriated such that SEK 2,451,414,399 be carried forward, meaning that no dividend is to be paid.

Item 10:
The Nomination Committee proposes that the Board shall consist of six AGM-elected ordinary members and that the Company shall have a registered firm of auditors as its auditor.

Item 11:
The Nomination Committee proposes a fixed fee of SEK 720,000 to the Chairman and SEK 360,000 to each of the other members and that fees to the auditor be paid in accordance with approved invoicing. The Nomination Committee also proposes that members of the Credit Committee, in addition to their Board fees, receive an additional fee of SEK 150,000 each, and that members of the Audit Committee and the Risk and Compliance Committee each receive an additional fee of SEK 100,000 respectively, in addition to their Board fees.

Item 12:
The Nomination Committee proposes the re-election of Board members Erik Selin, Christoffer Lundström, Charlotte Hybinette, Bengt Edholm, Ulf Croona and Marie Osberg. The Nomination Committee also proposes that Erik Selin shall be re-elected as Chairman of the Board.

In accordance with the recommendation from the Audit Committee received by the Nomination Committee, the Nomination Committee proposes re-election of auditing firm Ernst & Young AB as auditor until the end of the 2022 Annual General Meeting. It is noted that Ernst & Young AB has communicated that authorized public accountant Daniel Eriksson will continue as the auditor responsible under the condition that Ernst & Young AB is re-elected.

Item 13:
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report required by the guidelines on the remuneration of senior executives prepared by the Board of Directors in accordance with Chapter 8, Section 53a the Swedish Companies Act. The report is available from the Company website, www.collector.se.

Item 14:
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to decide, on one or more occasions and with or without deviation from the preferential rights of existing shareholders, for cash payment, payment in kind or through set-off, to issue shares corresponding to at most 10 percent of the total number of shares in the Company during the period until the next Annual General Meeting.

The subscription price shall be determined according to prevailing market conditions at the time the shares are issued.

The reasons for the authorization and for the option of deciding to issue shares deviating from the preferential rights of existing shareholders are that the Board of Directors wishes to increase the Company’s financial flexibility and enable a rapid and effective adjustment of the Company’s capital structure to set financial targets and changes in capital adequacy rules. A share issue deviating from shareholders’ preferential rights also makes it possible for the Company to issue shares as payment in connection with possible acquisitions of companies or operations by the Company.

To be valid, a resolution in accordance with the Board’s proposal requires the approval of shareholders representing at least two thirds of both the votes and the shares represented at the Annual General Meeting.

Item 15:
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board, for the period until the next Annual General Meeting, to decide, on one or more occasions, to repurchase shares such that the Company does not hold more than 10 percent of the total number of shares in Collector, on the condition that such acquisitions are approved by the Swedish Financial Supervisory Authority. Repurchases may only be made via the Nasdaq Stockholm exchange, either at a price within the current price range, that is, the interval between the highest purchase price and the lowest selling price or, in the case of repurchases conducted by brokerage firms on the Company’s behalf, the price of the shares may correspond to the volume-weighted average price during the period in which the shares were repurchased, even if the volume-weighted average price is outside the price range on the date on which the shares are transferred to Collector. The shares must be paid for in cash.

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board, for the period until the next Annual General Meeting, to approve, on one or more occasions, transfers of the Company’s own shares. Shares may be transferred in a quantity not exceeding the total number the Company’s own shares held by Collector at any given time. Transfers may be conducted on or off the Nasdaq Stockholm exchange, meaning that the Board of Directors may approve deviations from shareholders’ pre-emption rights, as well as set-off payment or payment in kind. Transfers of shares on the Nasdaq Stockholm exchange shall be conducted at a price within the price interval applicable at any given time. Transfers of shares off the Nasdaq Stockholm exchange shall be conducted at a cash price, or value of the property received, corresponding to the market price for Collector’s shares at the time of transfer, with any discrepancy deemed appropriate by the Board of Directors in each instance.

The purpose of these authorizations is that the Board of Directors seeks to enable the Company to use its own shares in payment for any acquisitions of companies or operations that the Company may make, as well as increasing the Company’s financial flexibility and enabling adjustments to the Company’s capital structure.

To be valid, a resolution in accordance with the Board’s proposal requires the approval of shareholders representing at least two thirds of both the votes and the shares represented at the Annual General Meeting.

OTHER INFORMATION

Number of shares and votes
At the time of issuance of this notice, there were a total 205,381,004 shares and votes in the Company. The Company holds no treasury shares.

Annual General Meeting documents
The Annual Report and Auditor’s Report for the 2020 financial year, the Board of Directors’ complete proposals for resolutions by the Annual General Meeting and the Remuneration Report, required by the guidelines on the remuneration of senior executives and prepared by the Board of Directors in accordance with Chapter 8, Section 53a the Swedish Companies Act; The Board of Directors’ statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act; and the auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act, will be available by 14 April 2021 at the latest on the Company’s website, www.collector.se, at the Company’s offices at Lilla Bommens Torg 11, Gothenburg and will be sent free of charge to shareholders who so request and who state their postal address or email address. The documents are presented by being kept available at the Company and on the Company’s website.

The Election Committee’s complete proposals for resolutions and its motivated statement regarding its proposal for the composition of the Board of Directors and information about the proposed Board Members are available on the Company’s website, www.collector.se.

The documents can be requested by telephone on +46 (0)10-161 00 00 or by mail to Collector AB (publ), Box 11914, SE-404 39 Gothenburg, Sweden.

Personal data
For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Shareholders’ right to ask questions
The Board of Directors and the CEO shall, if any shareholder so requests, and if the Board of Directors finds that this can be achieved without causing significant harm to the Company, provide disclosures on circumstances possibly affecting the assessment of an agenda item, circumstances that could affect the assessment of the financial situation of the Company or its subsidiaries, the Company’s relations with another Group company, or the consolidated accounts. Requests for such disclosures shall be submitted in writing to the Company by Sunday, 25 April 2021 at the latest, at Collector AB (publ), c/o Chief Legal Counsel Josefin Eriksson, Box 11914, SE-404 39 Gothenburg, or by e-mail to josefin.eriksson@collector.se. Disclosures are provided by the Company making them available on the Company’s website, www.collector.se, under the heading “About Collector/Annual General Meeting 2021”, and at the Company’s premises at the address given above by Friday, 30 April 2021 at the latest. Disclosures will also be sent to shareholders requesting these and providing their postal address.

Gothenburg, March 2021
Collector AB (publ)
Board of Directors