EXTRAORDINARY GENERAL MEETING IN CONCENTRIC AB
The Concentric AB board of directors has resolved to convene an extraordinary general meeting of shareholders to be held Friday, November 15, 2024. Further details on the proposals can be found in the notice convening the meeting, 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.
Extraordinary general meeting in concentric AB
Concentric AB holds an extraordinary general meeting on Friday, November 15, 2024, at 10:00 CET, at Advokatfirman Lindahl’s offices on Smålandsgatan 16 in Stockholm, Sweden. Registration starts at 09:30 CET.
Right to attend and notification to the company
Shareholders wishing to attend the meeting must:
- be recorded as a shareholder in the share register kept by Euroclear Sweden AB as of Thursday, November 7, 2024,
- notify the company the intention to attend no later than Monday, November 11, 2024.
Notice may be submitted in writing to the company at the address Concentric AB, ”Extraordinary General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by phone to +46 8 402 91 33 business days between 9.00 CET and 16.00 CET, on the company’s website, www.concentricab.com or by e-mail to GeneralMeetingService@euroclear.com. On giving notice of attendance, the shareholder should state the shareholder’s name (company name), personal identity number (corporate identity number), address, telephone number and number of shares. The registration procedure described above also applies to registration for any advisors.
Nominee registered shares
In order to participate in the general meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares owner-registered with Euroclear Sweden AB as of Monday, November 11, 2024, and the bank or broker should therefore be notified in due time before said date. This registration may be made temporarily.
Proxy and proxy form
Anyone who does not attend the general meeting in person may exercise their right at the general meeting via a proxy in possession of a signed and dated form of proxy. Forms of proxy are available on the company’s website www.concentricab.com. The form of proxy may also be obtained from the company or by contacting Euroclear Sweden AB at contact information above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the general meeting, forms of proxy, registration certificates and other documentary authority must be received by the company well in advance before the general meeting.
Proposed agenda
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Resolution on the number of board members
- Resolution on dismissal of board members and chair of the board as well as election of board members and chair of the board
- Resolution on fees to the board members
- Resolution on not applying the guidelines for salaries and other remuneration if the company’s shares are delisted from Nasdaq Stockholm
- Resolution on not applying the instruction for the nomination committee if the company’s shares are delisted from Nasdaq Stockholm
- Closing of the meeting
Proposed resolutions
Election of chair of the general meeting (item 2)
The board proposes that Victoria Skoglund, attorney-at-law, or if she is prevented from attending, the person the board proposes in her place, be elected chair of the meeting.
Resolution on the number of board members (item 7)
The majority shareholder Circle BidCo ApS proposes that a resolution on the number of board members shall be addressed at the meeting and intends to return with a proposal for a resolution under this item no later than in connection with the meeting.
Resolution on dismissal of board members and chair of the board as well as election of board members and chair of the board (item 8)
The majority shareholder Circle BidCo ApS proposes that a resolution on the dismissal of board members and chair of the board as well as on the election of board members and chair of the board shall be addressed at the meeting and intends to return with a proposal for a resolution and election under this item no later than in connection with the meeting.
Resolution on the fees to the board members (item 9)
The majority shareholder Circle BidCo ApS proposes that a resolution on the fees to the board members shall be addressed at the meeting and intends to return with a proposal for a resolution under this item no later than in connection with the meeting.
Resolution on not applying the guidelines for salaries and other remuneration if the company’s shares are delisted from Nasdaq Stockholm (item 10)
At the request of the majority shareholder Circle BidCo ApS, the board has requested the delisting of the company’s shares from Nasdaq Stockholm.
Circle BidCo ApS thus proposes that the guidelines for salaries and other remuneration, adopted at the annual general meeting 2023, are not to be applied provided that the company’s shares are delisted from Nasdaq Stockholm.
Resolution on not applying the instruction for the nomination committee if the company’s shares are delisted from Nasdaq Stockholm (item 11)
At the request of the majority shareholder Circle BidCo ApS, the board has requested the delisting of the company’s shares from Nasdaq Stockholm.
Circle BidCo ApS thus proposes that the instruction for the nomination committee, adopted at the annual general meeting 2024, is not to be applied provided that the company’s shares are delisted from Nasdaq Stockholm.
Documents
All documents in accordance with the Swedish Companies Act (2005:551) will be available at the company’s legal counsel, Advokatfirman Lindahl, at Smålandsgatan 16 in Stockholm and on the company’s website www.concentricab.com no later than as from Friday, October 25, 2024, and will be sent, immediately and free of charge to the recipient, to those shareholders who so request and state their postal address.
Information
If so requested by any shareholder and if the board deems it possible without significant detriment to the company, the board and CEO must provide information at the general meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation, the group accounts and the company’s relation to other companies within the group. Shareholders who wish to submit questions in advance may send them to Victoria Skoglund, Concentric AB, Box 5058, 102 42 Stockholm, Sweden.
Shares and votes
As per the day of this notice, the number of shares and votes in the company totals 38,297,600, respectively, of which the company holds 970,715 own shares.
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
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Stockholm in October 2024
Concentric AB (publ)
The board of directors
For further information, please contact Marcus Whitehouse, Tel: +44 121 445 6545 or E-mail: info@concentricab.com
Concentric AB is an innovator in flow control and fluid power, supplying proprietary systems and components to the world’s construction, truck and bus, agricultural machinery, industrial equipment, and energy system application end-markets. The company has a global manufacturing presence including in North America, Germany, UK, Sweden, India and China. 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 and hydraulic products encompassing gear pumps and power packs. Concentric also offers a range of electric products developed for the evolving electric and hybrid powertrain market, including electric water and oil pumps, electric fans, thermal management systems, high-voltage components, and electro hydraulic steering. These electric products are also finding uses in new applications in new markets in the energy system sector. In 2023, the Group had a turnover of MSEK 4,205 and circa 1,282 employees.