Notice of Annual General Meeting in myFC Holding AB (publ)
N.B. This notice is a translation of a Swedish notice, and in case of any conflict between the two language versions, the Swedish version shall prevail.
The shareholders of myFC Holding AB (publ), reg. no. 556942-1612, (the “Company”) are hereby summoned to the Annual General Meeting on Thursday 28 May 2020 at 3:00 pm at Blasieholmen Investment Group's premises, Birger Jarlsgatan 2, Stockholm, Sweden.
Notification of attendance
To participate in the Annual General Meeting, shareholders must be registered as of 22 May 2020 in the share register kept by Euroclear Sweden AB. Shareholders with nominee-registered shares must temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be effected by 22 May 2020, at latest. Shareholders should therefore contact their nominee with a request for re-registration of their shares well in advance of this date.
Furthermore, shareholders who wish to attend the Annual General Meeting must notify the Company no later than 22 May 2020 of their intention to attend. Notification of attendance can be made
- by mail: myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm,
- by e-mail: ulf.henning@myfc.se, or
- by telephone: +46 70 555 35 54.
The notification of attendance must state name, personal identification number or corporate registration number, postal address, daytime telephone number and shareholding as well as information about any proxy or assistants. Shareholders may bring a maximum of two assistants, provided that their attendance is notified as above.
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. The power of attorney must not be issued earlier than one year before the date of the Annual General Meeting, unless the power of attorney states a longer period of validity, but no longer than five years from the date of issue. The power of attorney in its original, as well as certificate of incorporation and other relevant authorization documents, evidencing the authorized representative, should reach the Company at the above address no later than 22 May 2020.
A proxy form is available on the Company’s website, www.myfc.se.
Actions due to covid-19 (coronavirus)
Due to the ongoing spread of the virus that causes covid-19 (coronavirus), the Board of Directors wants to take the measures possible to reduce the number of participants at the Annual General Meeting. In accordance with the Implementation of Shareholder and Association Meetings (Temporary Exceptions) Act (Sw. lag (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), the Board of Directors has resolved that the shareholders may exercise their voting rights by post before the Annual General Meeting.
Information on postal voting and forms for the postal voting will be available on the Company’s website, www.myfc.se, for at least one week prior to the Annual General Meeting.
Proposed agenda
- Opening of the Annual General Meeting
- Election of chairman of the Annual General Meeting
- Preparation and approval of the voting list
- Election of one or two persons who shall attest the minutes of the meeting
- Determination of whether the Annual General Meeting was duly convened
- Approval of the agenda
- Submission of the annual report and the auditor's report, as well as the consolidated financial statements and the auditor's report for the group
- Resolutions regarding
- adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet,
- appropriation of the Company's profit or loss according to the adopted balance sheet, and
- discharge from liability of the members of the Board of Directors and CEO
- Determination of the number of board members and auditors
- Determination of fees for the members of the Board of Directors and the auditors
- Election of board members and auditor
- Resolution regarding authorization for the Board of Directors to resolve on issue of new shares etc.
- Resolution on amendments of the Articles of Association
- Closing of the Annual General Meeting
Proposals to resolution
Item 8 b – Resolution regarding appropriation of the Company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 9 – Determination of the number of board members and auditors
The nomination committee proposes that the number of board members shall be four. It is proposed that a registered accounting firm is appointed as auditor.
Item 10 – Determination of fees for the members of the Board of Directors and the auditors
The nomination committee proposes that an aggregate fee of SEK 450,00 shall be paid to the Board members, of which SEK 150,000 to the Chairman of the Board of Directors and SEK 100,000 to each of the other Board members. The fee per Board member is unchanged from previous year. Board members who receive remuneration from the Company due to employment shall not receive any board fee, either in the parent company or in subsidiaries. Remuneration for committee work will not be paid.
The nomination committee proposes that auditors’ fee be paid on the basis of approved invoices.
Item 11 – Election of board members and auditor
The nomination committee proposes re-election of board members Markus Hermanek and Alex Guy, as well as election of Klaus Juergen Wiemers and Johnny Bräster. All members will be elected for the period up to and including the next Annual General Meeting. Lars Gullikson has declined re-election and Per Svantesson is not proposed for re-election. The nomination committee proposes that Markus Hermanek be re-elected as Chairman of the Board of Directors.
Further information about the proposed new board members is available on the company’s website, www.myfc.se
Furthermore, the nomination committee proposes re-election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) as auditor up to and including the next Annual General Meeting. PwC has notified that the certified accountant Magnus Lagerberg will be appointed auditor in charge.
Item 12 – Resolution regarding authorization for the Board of Directors to resolve on issues of shares etc.
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors as follows.
The Board of Directors is authorized to, on one or several occasions, during the period up to the next Annual General Meeting, resolve on a new issue of shares, warrants and/or convertible instruments, with or without preferential rights for the shareholders. Issue resolution on the basis of the authorization may be made with a provision on non-cash consideration, set-off or cash payment.
Issuance that is decided on the basis of the authorization and is made with deviation from the shareholders’ preferential right shall have a subscription price in accordance with the market conditions. The number of shares to be issued, the increase in the number of shares through the exercise of warrants and/or conversion of the convertible instruments issued based on the authorization may not exceed 20 percent of the registered shares in the Company at any time (calculated prior to any recalculation according to the terms and conditions of the warrants and/or convertible instruments). Other terms and conditions may be decided by the Board of Directors. The purpose of the authorization and the reason for any deviation from the shareholder’s preferential right is to:
- enable raising of capital for expansion, and
- be able to utilize new business opportunities.
The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 13 – Resolution on amendments of the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association due to new and proposed amendments to Swedish company law. The proposed amendments to the Articles of Association are set out below.
| Current wording | Proposed wording |
| § 1The company's name is myFC Holding AB (publ). | § 1The company's name is myFC Holding AB (publ). |
| § 8Notice of a general meeting shall be made by advertising in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website as well as by an announcement published in Svenska Dagbladet with information that the notice has been issued.Notice of an annual general meeting and an extraordinary general meeting were an amendment of the articles of association shall be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of other extraordinary general meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.In order to be entitled to participate in a general meeting, shareholders shall be registered in the transcript of the entire share register pertaining to the conditions prevailing five weekdays prior to the meeting, and notify the company of their, and any assistants, intention to attend not later than the day stipulated in the notice of the meeting. This day must not be a public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.Shareholders may be accompanied at the meeting by one or two persons to assist them, but only if the shareholder notifies the Company of the number of assistants in the manner stated in the previous paragraph. | § 8Notices of a general meeting shall be made by advertising in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website as well as by an announcement published in Svenska Dagbladet with information that the notice has been issued.Notice of an annual general meeting and an extraordinary general meeting were an amendment of the articles of association shall be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice of other extraordinary general meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.In order to be entitled to participate in a general meeting, shareholders shall |
The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Majority requirements
Resolutions in accordance with items 12 and 13 above require that the resolutions are supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Available documents
The full proposal of the nomination committee and the Board is presented in this notice, which is available at the Company and on its website as detailed below.
Accounting documents and auditor’s reports for the financial year 2019 will be available at the Company at Saltmätargatan 8A, Stockholm and on the Company’s website, www.myfc.se, no later than three weeks before the Annual General Meeting.
Copies of the above documents will also be sent to those shareholders who request so and who provide their postal address. The documents will also be available at the Annual General Meeting.
Number of shares and votes in the Company
At the time of issue of this notice, the total number of shares and votes in the Company is 156,683,087. The Company holds no treasury shares.
Shareholders rights to receive information
The Board of Directors and the managing director 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 meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company’s or subsidiary’s financial position and the Company’s relationship to other group companies and the consolidated accounts.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
myFC Holding AB AB (publ)
Stockholm in April 2020
The Board of Directors
For further information, please contact:
myFC Press Office
Mail: press@myfc.se
Phone: +46 738 09 33 83
Certified Adviser
Avanza Bank
Mail: corp@avanza.se
Phone: +46 8 409 421 20
Om myFC
Det svenska innovationsföretaget myFC erbjuder tunna, skalbara bränsleceller som är lätta att dimensionera och anpassa till eldrivna produkter. myFC utvecklar tekniklösningar där batteri och vätgasbaserade bränsleceller samexisterar för utökad användning och minskad klimatpåverkan. myFC grundades 2005 och noterades i maj 2014 på NASDAQ First North Growth Market. Huvudkontoret ligger i Stockholm. För mer information, besök myFC.se