Notice to attend the Extraordinary General Meeting in Net Trading Group NTG AB (publ)
The shareholders in Net Trading Group NTG AB (publ), Reg. Nr. 556994-2930, (the “Company” or ”NTG”), with its registered office in Gothenburg, are hereby invited to an Extraordinary General Meeting (“EGM”) on Friday 24 September 2021.
INFORMATION RELATED TO COVID-19
The Company is mindful of the health and well-being of its shareholders and employees. As regard to the extraordinary situation that prevails as a result of Covid-19, the Board of Directors has decided that the EGM will be carried out without physical attendance and that the shareholders voting rights can be exercised only through advance voting (postal voting) before the EGM, pursuant to the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations and according to the instructions included in this notice. 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.
NOTIFICATION OF ADVANCE VOTING ETC.
Notification
Shareholders who wish to participate at the EGM through postal voting shall:
- be entered in the share register maintained by Euroclear Sweden AB no later than on Thursday 16 September 2021 (for nominee-registered shares, see also "Nominee registered shares" below), and
- give notice of their intention to participate in the EGM by casting 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 Thursday 23 September 2021.
Information delivered upon notice to attend will be processed and used only for the EGM. See below for further information on processing of personal data.
Nominee-registered shares
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in the Company’s share register with Euroclear Sweden AB. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Monday 20 September 2021, at which time the re-registration must have been made.
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 (2020:198) 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.ntginvestor.se. The advance voting form is considered as the notification of attendance to the EGM.
The completed voting form must be received by NTG no later than on Thursday 23 September 2021. The completed and signed form shall be sent to: Net Trading Group NTG 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@ntginvestor.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.
Forms for shareholders who wish to vote in advance by proxy will be available on the Company’s website, www.ntginvestor.se
Proposed agenda:
- Election of a chairman at the meeting.
- Election of one or two persons to approve the minutes of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the meeting has been duly convened.
- Proposal to resolve to amend the articles of association whereby the name of the company is changed.
The Board of Directors’ proposal for a resolution under items 1, 2, 3 and 6
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 (item 2)
The Board of Directors proposes that Jacob Benzow, 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 controlling 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 as verified by the persons elected to approve the minutes.
Proposal to resolve to amend the articles of association whereby the company’s name is changed (item 6)
The Board of Directors proposes that the EGM resolves to change the Company’s articles of association, in accordance with the table below.
| Section | Current wording | Proposed wording |
| § 1 | The company name is Net Trading Group NTG AB (publ). | The company name is GET Group AB (publ). |
| § 3 | The company shall conduct operations with development, production and sale of electrical products as well as own and manage securities and operations compatible therewith. | The company shall indirectly, through subsidiaries, conduct operations with development, production, sales and ownership of energy production and energy savings, as well as own and manage securities and operations compatible therewith. |
MISCELLANEOUS
Special majority requirement
For a valid resolution in accordance with item 6 above it is required that the proposal is supported by at least two thirds (2/3) of the shares represented and votes cast at the EGM.
Number of shares and votes
Per the date of this notice the total number of shares and votes in the Company amounts to 914,379,665. The Company does not hold any treasury shares.
Documents
The proposal for resolution pursuant to item 6 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 at the EGM on matters that may affect the assessment of an item on the agenda and of circumstances that may affect the assessment of the Company’s financial situation. A request for such information shall be sent by post to Net Trading Group NTG AB (publ), c/o Mcon, Södra Larmgatan 4, SE-411 16, Gothenburg, Sweden or by e-mail to ir@ntginvestor.se no later than Tuesday 14 September 2021. The information will be made available at the Company’s premises and on www.ntginvestor.se, on Sunday 19 September 2021 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 dataFor 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, August 2021
Net Trading Group NTG AB (publ)
The Board of Directors
For further information on NTG, please contact: ir@ntginvestor.se
Net Trading Group NTG AB (publ) (trade symbol: NTGR) is a holistic Nordic ESG company that owns unique technology related to energy production and energy saving via Rock Energy and Lightcircle, respectively. Our technology enables us to follow the power throughout the circuit – from our power plants to our smart and unique power outlets. By combining the product mix of both Rock Energy and Lightcircle, major developers can now acquire energy in areas where there is no network, reducing concerns about unpredictable energy costs and unstable or congested grids.