Notice to attend extraordinary general meeting in GomSpace Group AB (publ) to be held on June 10, 2022
The shareholders in GomSpace Group AB (publ), reg. no. 559026-1888, are hereby given notice to attend an extraordinary general meeting at 10:00 a.m. on Friday 10 June 2022. The meeting will be held through postal voting only (see below).
The board of directors has, in accordance with the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, decided that the extraordinary general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have only the opportunity to vote by mail prior to the extraordinary general meeting.
GomSpace welcomes all shareholders to exercise their voting rights at the extraordinary general meeting through postal voting as described below. Information on the resolutions passed at the extraordinary general meeting will be published on Friday 10 June 2022, as soon as the result of the postal voting has been finally confirmed.
Shareholders wishing to participate at the meeting must:
- be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Wednesday 1 June 2022; and
- notify the company of their attendance no later than Thursday 9 June 2022 by casting their postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Setterwalls Advokatbyrå AB no later than that day. Please note that a notification to attend the general meeting can only be done by a postal vote.
A shareholder represented by proxy shall issue a power of attorney. Further instructions regarding this are available below under the heading ”Proxy voting”.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting through postal voting. The shareholder must inform the nominee well in advance of Wednesday 1 June 2022, at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 3 June 2022, will, however, be taken into account in the preparation of the share register.
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 Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form will be available on the company’s website, www.gomspace.com. The postal voting form is considered as the notification of participation at the extraordinary general meeting.
The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Thursday 9 June 2022. The form may be submitted by post to Setterwalls Advokatbyrå AB, Attn: Magnus Melin, P.O. Box 1050, 101 39 Stockholm, Sweden or via e-mail to firstname.lastname@example.org.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
The shareholders may request in the postal voting form 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, which cannot be conducted solely by way of postal voting. Such general meeting shall take place if the extraordinary general meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to postal vote by proxy will be available on the company’s website www.gomspace.com.
Processing of personal data
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Changes to the board composition and decision on board fees;
- Closing of the meeting.
The nomination committee’s proposed resolutions
The nomination committee has presented the following proposed resolutions in relation to items 1 and 6 in the proposed agenda.
Item 1. Election of chairman
Olof Reinholdsson (lawyer at Setterwalls Advokatbyrå AB) is proposed as chairman of the meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors.
Items 6. Changes to the board composition and decision on board fees
At the annual general meeting held on 22 April 2022, it was resolved that the board of directors shall consist of the following five (5) ordinary members without deputy members until the end of the next annual general meeting: Jens Maaløe (chairman), Jukka Pertola, Steen Hansen, Nikolaj Wendelboe and Jesper Jespersen. The nomination committee proposes that Jesper Jespersen, upon his own request, is discharged from the board of directors. Furthermore, it is proposed that Kenn Herskind is elected as new ordinary board member until the end of the next annual general meeting (i.e. in addition to the remaining current board members). The new board member is to be entitled to remuneration (board fees) as resolved by the annual general meeting (i.e. SEK 225,000 reduced proportionally taking into account that the new board member will not serve the entire time period between the annual general meeting held on 22 April 2022 and the next annual general meeting).
Kenn Herskind Jørgensen, born 1964, holds a Master in Law (cand.jur.) from Copenhagen University, a Master in Business Administration (MBA) from London Business School and a Master in Wealth Management from Chartered Institute for Securities and Investments (CISI). He provides the board with experience within the space technology industry and has experience working with satellite earth station offerings as well as many years of experience with investment management, business development and strategy implementation. Information regarding the proposed board member’s principal education and work experience, any work performed for the company and any other significant professional commitments etc. will be kept available on the company’s website at www.gomspace.com.
The board of directors’ proposed resolutions
The board of directors of the company has presented the following proposed resolutions in relation to items 2 and 4 in the proposed agenda.
Item 2. Preparation and approval of the voting list
The voting list that is proposed for approval is the voting list to be prepared by Setterwalls Advokatbyrå AB on behalf of the company, based on the shareholders’ register for the general meeting kept by Euroclear Sweden AB, and postal votes received, and approved by the persons appointed to approve the minutes.
Item 4. Election of one or two persons who shall approve the minutes of the meeting
The board of directors proposes that Martin Carl Møller Jensen is to be appointed as person verifying the minutes together with the chairman of the general meeting, or in the event he is prevented from doing so, the person the board of directors appoints instead. The person appointed to verify the minutes shall, apart from approving the minutes of the general meeting together with the chairman of the general meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the general meeting.
Number of shares and votes in the company
At the time of issuance of this notice, there are in total 62,729,763 outstanding shares registered with the Swedish Companies Registration Office and the same number of votes in the company. The company does not hold any of its own shares.
Shareholders’ right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing no later than on Tuesday 31 May 2022. The information will be made available at the company’s office from Sunday 5 June 2022, at the latest. The information will, from the same date, also be available on the company’s website www.gomspace.com. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
The nomination committee’s reasoned statement regarding its proposal under item 6 above will be made available on the company’s website www.gomspace.com.
Stockholm, May 2022
The board of directors
For more information, please contact:
Niels Buus (CEO)
Tel: +45 40 31 55 57
E-mail: nbu @ gomspace.com
About GomSpace Group AB
The company’s business operations are mainly conducted through the wholly-owned Danish subsidiary, GomSpace A/S, with operational office in Aalborg, Denmark. GomSpace is a space company with a mission to be engaged in the global market for space systems and services by introducing new products, i.e. components, platforms and systems based on innovation within professional nanosatellites. The company is listed on the Nasdaq First North Premier exchange under the ticker GOMX. FNCA Sweden AB, email@example.com, +46-8-528 00 399 is the Company’s Certified Adviser. For more information, please visit our website on www.gomspace.com.