Notice to attend the extraordinary general meeting in GET Group AB (publ)
Upon request from shareholders representing approximately 35 per cent of the total amount of outstanding shares in GET Group AB (publ), Reg. Nr. 556994-2930, (the “Company”), with its registered office in Gothenburg, the board of directors hereby invite the shareholders of the Company to an extraordinary general meeting (“EGM”) on Thursday 16 June 2022.
INFORMATION REGARDING ADVANCE VOTING
The EGM shall be held through mandatory advance voting (postal voting) in accordance with the Act (2022:121) on temporary exemptions to facilitate the execution of general meetings in companies and other associations. No opportunity to attend in person or by proxy will take place at the EGM. Information about the resolutions adopted at the EGM will be published on the same day as the EGM as soon as the outcome of the vote is finally compiled.
NOTIFICATON OF ADVANCE VOTING ETC.
Notification
Shareholders who wish to participate at the EGM through advance voting shall:
• be entered in the share register maintained by Euroclear Sweden AB relating to the circumstances on Wednesday 8 June 2022 (for nominee-registered shares, see also "Nominee registered shares" below), and
• give notice of their intention to participate in the EGM by submitting its advance votes in accordance with the instructions under ”Advance voting” below, so that the advance voting form is received by the Company no later than Wednesday 15 June 2022.
Information submitted in the advance voting form will be processed and used only for the EGM. See below for further information on processing of personal data.
Nominee-registered shares
To be entitled to participate in the EGM, a shareholder whose shares are held in the name of a nominee must, in addition to submitting their advance vote, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Wednesday 8 June 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting rights registration completed by the nominee no later than Friday 10 June 2022 are taken into account when preparing the register of shareholders.
Advance voting
Shareholders may exercise their voting rights at the EGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2022:121) on temporary exemptions 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 www.getgroup.se. The advance voting form is considered as the notification of attendance to the EGM. Forms for shareholders who wish to vote in advance by proxy will be available on the Company’s website.
The completed voting form must be received by the Company no later than on Wednesday 15 June 2022. The completed and signed form shall be sent to: GET Group AB (publ), c/o Mcon AB, Södra Larmgatan 4, SE-411 16 Gothenburg, Sweden. A completed form may also be submitted by e-mail and is to be sent to ir@getgroup.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with, or attached to, the form. The same applies if the shareholder votes in advance by proxy. 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 for advance voting.
Proposed agenda:
1. Election of a chairman at the meeting
2. Election of one or two persons to approve the minutes of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened
6. Determination of the number of board members and deputy board members
7. Election of new board members and new chairman of the board of directors
Election of Board members:
a. Bruno Soutinho (new election)
b. Christian Börner (new election)
c. Ole Dalan (new election)
Election of chairman of the board of directors:
a. Bruno Soutinho (new election)
8. Determination of remuneration to the board of directors
Proposals
Election of a chairman at the meeting (item 1)
The board of directors proposes that Anders Strid, lawyer at Advokatfirman Vinge, or, if he has an impediment to attend, the person proposed by the board of directors, is appointed chairman of the EGM.
Election of one or two persons to approve the minutes of the meeting (item 2)
The board of directors proposes that Oscar Lunde from Advokatfirman Vinge, or, if he has an impediment to attend, the person or persons proposed by the board of directors, is/are appointed to approve the minutes together with the chairman. The assignment to approve the minutes at the EGM also includes verifying the voting list and that the received advance votes are correctly presented in the minutes.
Preparation and approval of the voting list (item 3)
The voting list proposed to be approved is the voting list prepared by the Company, based on the shareholders’ register for the general meeting and the advance votes received, and verified by the persons elected to approve the minutes.
Determination of the number of board members and deputy board members (item 6)
Shareholders representing approximately 35 per cent of the votes in the Company (“Shareholders”) proposes that the board of directors shall consist of three (3) members without any deputy members.
Election of new board members and new chairman of the board of directors (items 7)
The Shareholders proposes new election of the board members Bruno Soutinho, Christian Börner and Ola Dalan. Further, the Shareholders propose new election of Bruno Soutinho as Chairman of the Board of directors. All elections for the period until the end of the next annual general meeting. The new board of directors replaces the previous board of directors.
Information regarding the proposed new board members
Bruno Soutinho
Seasoned banker with 15 years’ experience from EuroBic and BNF Bank. University degree in Economics. Currently a private investor, board member and business consultant in multiple industries.
Christian Börner
Experienced banker with senior managerial positions in Nomura, ABN AMRO and ING. Appointed to the supervisory board of banks and providing consultancy services to companies in different phases of the business cycle, from restructuring to public listings.
Ole Dalan
Partner in the lawfirm Kristensen Berg DA in Oslo. Cand Jur from University of Oslo. Chairman and board member in several other industries.
Determination of remuneration to the board of directors (item 8)
The board of directors proposes that, in accordance with the previous resolution, that no remuneration shall be disbursed to the board of directors.
MISCELLANEOUS
Number of shares and votes
Per the date of this notice the total number of shares and votes in the Company amounts to 970,660,397. The Company does not hold any treasury shares.
Documents
The proposal for resolution pursuant to the above is fully formulated in the convening notice.
Information at the EGM
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information prior to the EGM on matters that may affect the assessment of an item on the agenda. A request for such information shall be sent by post to GET Group AB (publ), c/o Mcon, Södra Larmgatan 4, SE-411 16, Gothenburg, Sweden or by e-mail to ir@getgroup.se no later than Monday 6 June 2022. The information will be made available at the Company’s premises and on www.getgroup.se, on Saturday 11 June 2022 at the latest. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, May 2022
GET Group AB (publ)
The Board of Directors
For further information on the Company, please contact:
Morten Groven, CEO
Telephone: 0047 416 28 138
Email: ir@getgroup.se
www.getgroup.se
This is information that GET Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 30 May 2022 at 18:00 CEST.
GET Group AB (publ) is an investment company focused on energy and sustainability. We are creating the world’s most compelling listed ESG company, by owning and financing the unique technology companies that are committed to energy production and energy saving.
GET Group AB (publ), c/o Mcon AB, Södra Larmgatan 4, SE-411 16 Göteborg
www.getgroup.se
www.lightcircle.io www.rock.energy