Extraordinary General Meeting in Concentric
The Concentric AB board of directors has resolved to convene an Extraordinary General Meeting to be held on Wednesday, December 9, 2020. Further details regarding the proposals for the meeting can be found in the notice, which is presented in its entirety below.
The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days.
Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
Extraordinary General Meeting in Concentric AB (publ)
Concentric AB (publ), org. nr 556828-4995, will hold an Extraordinary General Meeting on Wednesday, December 9, 2020.
Due to the extraordinary situation as a result of Covid-19, the Meeting will be held in a different way than usually. In order to reduce the risk of spreading the new coronavirus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the Meeting will be held without physical presence.
QUESTIONS
Since no meeting with the opportunity to attend in person or by proxy will be held, there will be no opportunity to ask questions at the Meeting. Questions can instead be sent in advance by post to Concentric AB, Ågatan 39, 582 22 Linköping, or via e-mail to lennart.lindell@concentricab.com, no later than on Sunday, November 29, 2020. The questions will be answered and published no later than on Friday, December 4, 2020. The questions and the answers will be available at the Company at Ågatan 39 in Linköping and on the Company’s website, www.concentricab.com, and will be sent to the shareholder if the shareholder’s address is known or has been provided by the shareholder along with the question.
Information on the resolutions passed at the Meeting will be published on Wednesday, December 9, 2020, as soon as the result of the advance voting has been finally confirmed.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the Meeting through advance voting must:
- be recorded as shareholder in the share register maintained by Euroclear Sweden AB no later than on Tuesday, December 1, 2020, and
- notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Euroclear Sweden AB no later than on Tuesday, December 8, 2020.
In order to participate in the Meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares registered in their own name with Euroclear Sweden AB no later than on Thursday, December 3, 2020, therefore, the bank or broker should be notified well in advance before said date. This registration may be made temporarily. Please see below for further information on the processing of personal data.
ADVANCE VOTING
The shareholders may only exercise their voting rights at the Meeting by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the Company’s website, www.concentricab.com. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Euroclear Sweden AB (which administers the forms on behalf of Concentric AB) no later than on Tuesday, December 8, 2020. The form shall in due time be submitted via e-mail to GeneralMeetingServices@euroclear.eu or by mail to Concentric AB, “EGM”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company request it.
If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form. Forms of power-of-attorney in Swedish and English are available on the Company’s website, www.concentricab.com. A power-of-attorney may also be obtained at the Company in Linköping or ordered by phone from Euroclear Sweden AB using the telephone number below. If the power-of-attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended. The power-of-attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power-of-attorney, although no longer than five years from the date of issue.
Further instructions and conditions are included in the advance voting form.
For questions about the Meeting or to have the advance voting form or any power-of-attorney sent by post, please contact Euroclear Sweden AB on phone number +46 8 402 91 33 (Monday-Friday at 09.00-16.00).
AGENDA
Proposal for agenda
- Opening of the Meeting and election of the Chair of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the Meeting has been duly convened
- Resolution regarding dividend and determination of record date for dividend
- Resolution regarding amendment of the Articles of Association
- Closing of the Meeting
Election of the Chair of the Meeting (item 1 on the agenda)
The Board of Directors proposes that Victoria Skoglund, attorney-at-law, or if she is prevented from attending, the person the Board of Directors proposes in her place, be elected as the Chair of the Meeting.
Preparation and approval of the voting list (item 2 on the agenda)
The voting list proposed for approval is the voting list that has been established by Euroclear Sweden AB on behalf of the Company, based on the share register and received advance votes, and controlled and approved by the persons elected to approve the minutes.
Election of one or two persons to approve the minutes (item 4 on the agenda)
Erik Durhan and Malin Björkmo, or if one or both of them are prevented, the person or persons instead appointed by the Board of Directors, are proposed to be elected to approve the minutes of the Meeting together with the Chair. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Meeting.
Resolution regarding dividend and determination of record date for dividend (item 6 on the agenda)
Within the boundaries of unrestricted equity in accordance with the balance sheet adopted by the annual general meeting on April 23, 2020, the Board of Directors proposes a dividend for the financial year 2019 of SEK 3.25 per share, with a total of SEK 123,075,982 (shares owned by the Company or shares owned by the Employee Share Ownership Trust are not entitled to receive a dividend). The proposed record day is Friday, December 11, 2020. Assuming the Meeting resolves in accordance with the proposal, the last day for trading in Concentric AB shares with right to the dividend payment is Wednesday, December 9, 2020, and the estimated date for payment from Euroclear Sweden AB is Wednesday December 16, 2020.
Following the most recent resolution regarding value transfer, SEK 1,729,759,980 remains of the funds available pursuant to Chapter 17, Section 3, first paragraph of the Swedish Companies Act (2005:551). Following a value transfer in accordance with the Board of Director’s proposal above SEK 1,606,683,998 remains.
Resolution regarding amendment of the Articles of Association (item 7 on the agenda)
The Board of Directors proposes that the Meeting resolves to amend the Articles of Association in accordance with the following:
| § 1 | Present wording | Proposed wording |
| The name of the company (Sw. firma) is Concentric AB. The company is a public company (publ). | The name of the company (Sw. företagsnamn) is Concentric AB. The company is a public company (publ). | |
| § 9 | Present wording | Proposed wording |
| Shareholders that wish to participate in a General Meeting shall be recorded in a print-out or other presentation of the entire share register as at the date falling five weekdays (vardagar) prior to the meeting and notify the company of their intention to participate on the date specified in the notice convening the meeting. The last mentioned day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not occur earlier than the fifth weekday prior to the meeting. | Shareholders that wish to participate in a General Meeting shall notify the company of their intention to participate no later than on the date specified in the notice convening the meeting. Such day must not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not occur earlier than the fifth weekday prior to the meeting. | |
| § 13 | New item is introduced | Proposed wording |
| The Board of Directors may gather proxies according to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).The Board of Directors may before a General Meeting resolve that the shareholders shall be entitled to vote by post prior to the General Meeting. |
MISCELLANEOUS
Majority requirements
For a valid resolution in accordance with the Board of Director’s proposal under item 7 a shareholder majority of two-thirds of the votes cast and the shares represented at the Meeting is required.
Documents
Complete documents in accordance with the Swedish Companies Act will be available at the Company at Ågatan 39 in Linköping, and on the Company’s website www.concentricab.com no later than as from Wednesday, November 18, 2020 and will be sent, immediately and free of charge to the recipient, to those shareholders who so request and provide their postal address. The share register will be available at the Company at Ågatan 39 in Linköping. All documents, including the share register, is presented by being available in this way.
Information at the Meeting
Shareholders have the right to request information regarding items on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act. A request regarding such information shall be submitted in writing to the Company, Concentric AB, Ågatan 39, 582 22 Linköping, or via email to lennart.lindell@concentricab.com, no later than on Sunday, November 29, 2020. The information is provided by being available at the Company at Ågatan 39, 582 22 Linköping, and on the Company’s website, www.concentricab.com, no later than on Friday, December 4, 2020. The information will be sent within the same time to the shareholder who has requested it and provided its postal address.
Shares and votes
The total number of shares and votes in the Company at the time of issue of this notice is 38,297,600. The Company holds 123,255 own shares and 304,812 shares have been transferred to the Employee Share Ownership Trust.
Processing of personal data
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
__________
Stockholm in November 2020
Concentric AB (publ)
The Board of Directors
For further information, please contact:
Lennart Lindell
Email: lennart.lindell@concentricab.com
Phone: +46 766 104 004
Company information
Concentric AB is an innovator in flow control and fluid power, supplying proprietary systems and components to the world’s truck, agricultural machinery, construction equipment and industrial applications end-markets. The company has a global manufacturing presence including in the UK, USA, Germany, Sweden, India, China and Argentina. Concentric’s focus is to develop world class technology with innovative solutions that meet the sustainability needs of our customers. Concentric offers engine products including lubricant, coolant and fuel pumps, hydraulic products encompassing gear pumps and power packs, and finally several key technologies for the fast growing market for electrical and hybrid powertrains. The Group has a turnover of circa MSEK 2,000 and circa 800 employees.