Notice of Extraordinary General Meeting of CTEK AB (publ)
The shareholders of CTEK AB (publ) (“CTEK” or the “Company”), Reg. No. 559217-4659, with registered office in Hedemora, are hereby summoned to the Extraordinary General Meeting on 8 December 2021.
In order to mitigate the spread of Covid-19, the Board of Directors has decided that the Extraordinary General Meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties. CTEK welcomes all shareholders to exercise their voting rights at this Extraordinary General Meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the Extraordinary General Meeting will be published on 8 December 2021, as soon as the result of the voting has been finally confirmed.
In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting. Such continued general meeting shall take place if the general meeting so resolves or if shareholders with at least one tenth of all shares in the Company so request.
Right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). A request for such information shall be made in writing to CTEK AB (publ), Rostugnsvägen 3, SE-776 70 Vikmanshyttan, Sweden or via e-mail to bolagsstamma@ctek.com, no later than on 28 November 2021. Information relating to such requests will be held available at CTEK AB (publ), Rostugnsvägen 3, SE-776 70 Vikmanshyttan, Sweden and on the Company’s website www.ctekgroup.com, no later than on 3 December 2021. The information will also be sent, within the same period of time, to shareholders who so request and state their address.
Notification of participation
Shareholders who wish to participate through advance voting in the Extraordinary General Meeting must (i) be recorded in the share register maintained by Euroclear Sweden AB concerning to the circumstances on 30 November 2021 and (ii) notify its intention to participate in the Extraordinary General Meeting no later than on 7 December 2021 by casting their vote in accordance with the instructions under the heading Advance voting below, so that the advance voting form is received by CTEK no later than on that day.
To be entitled to participate in the Extraordinary General Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the shareholders’ register as of 30 November 2021. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than on 2 December 2021 are taken into account when preparing the register of shareholder.
Advance voting
The shareholders may exercise their voting rights at the Extraordinary General Meeting only 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 CTEK’s website, www.ctekgroup.com. The advance voting form is considered as the notification of participation.
The completed voting form must be received by CTEK no later than on 7 December 2021. The form may be submitted vie e-mail to bolagsstamma@ctek.com or by post to CTEK AB (publ), “EGM 2021”, Rostugnsvägen 3, SE-776 70 Vikmanshyttan, Sweden. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. 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.
Further instructions and conditions are included in the form of advance voting.
Number of shares and votes
As of the day of this notice there are a total of 49,292,936 shares outstanding in the Company that entitle to one vote per share at the Extraordinary General Meeting.
Proposed agenda
- Election of chairman of the general meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the general meeting has been duly convened.
- Determination of number of members of the Board of Directors.
- Determination of remuneration to the Board of Directors.
- Election of new member of the Board of Directors.
Proposed resolutions
Election of chairman of the general meeting (item 1)
The shareholder Investment AB Latour which, as of the date of this notice, represents 31 percent of the outstanding shares and votes of CTEK, proposes that Hans Stråberg or, if he has an impediment to attend, the person proposed by the Board of Directors, is elected as chairman of the Extraordinary General Meeting.
Preparation and approval of the voting list (item 2)
The voting list proposed for approval is the voting list drawn up by the Company, based on the Extraordinary General Meeting’s shareholders’ register and advance votes received, as verified and recommended by the persons approving the minutes of the Extraordinary General Meeting.
Election of one or two persons to verify the minutes (item 4)
As persons to approve the minutes of the Extraordinary General Meeting together with the chairman, the Board of Directors proposes Øistein Widding (Altor Fund III) and Anders Mörck (Investment AB Latour) or if one or both of them have an impediment to attend, the person or persons instead appointed by the Board of Directors. The task of approving the minutes of the Extraordinary General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Extraordinary General Meeting.
Determination of number of members of the Board of Directors (item 6)
The shareholder Investment AB Latour which, as of the date of this notice, represents 31 percent of the outstanding shares and votes of CTEK, proposes that the Board of Directors shall continue to consist of seven (7) board members.
Determination of remuneration to the Board of Directors (item 7)
The shareholder Investment AB Latour which, as of the date of this notice, represents 31 percent of the outstanding shares and votes of CTEK, proposes that the remuneration to the members of the Board of Directors and the committees resolved at extraordinary general meeting on 23 September 2021 shall continue to apply and shall, if applicable, be distributed pro rata to the chairman and the ordinary members of the Board of Directors, respectively, elected by each general meeting.
Election of new member of the Board of Directors (item 8)
The shareholder Investment AB Latour which, as of the date of this notice, represents 31 percent of the outstanding shares and votes of CTEK, proposes that Björn Lenander is elected as new member of the Board of Directors and will replace board member Andreas Källström Säfweräng, as Andreas Källström Säfweräng has announced that he will resign from the Board of Directors in connection with the Extraordinary General Meeting. Hans Stråberg, Ola Carlsson, Michael Forsmark, Jessica Sandström, Pernilla Valfridsson and Stefan Linder remain as members of the Board of Directors with Hans Stråberg as chairman.
Information about the proposed new member of the Board of Directors
Name: Björn Lenander
Year of Birth: 1961
Experience and other ongoing assignments: Björn Lenander has been the CEO of Latour Industries AB since 2014. Björn Lenander has previously held leading positions in several international corporate groups, including Trelleborg Industri AB, Cardo Industrial Doors and DJO Global LLC. Björn is currently a board member of CTT Systems AB (publ) and Latour Industries AB’s wholly owned business area Caljan A/S. In addition, Björn is within his role as CEO of Latour Industries AB chairman of six (6) of Latour Industries AB’s subsidiaries.
Education: M.Sc. in Mechanical Engineering, KTH Stockholm, Sweden and Business Administration studies, Stockholm University.
Independence: Björn Lenander is, as the CEO of Latour Industries AB, dependent in relation to the major shareholders but independent in relation to the Company and its management.
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Processing of personal data
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Vikmanshyttan, November 2021
CTEK AB (publ)
The Board of Directors