Notice of Annual General Meeting in myFC Holding AB (publ)

Fri, May 07, 2021 15:45 CET

The shareholders of myFC Holding AB (publ), Reg. No. 556942-1612 (“myFC” or the “company”) are hereby summoned to the Annual General Meeting on Thursday, 10 June 2021.

In the light of the current situation regarding the coronavirus, the Board of Directors of the company has resolved that the Annual General Meeting will be held by postal voting only, in accordance with the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Annual General Meeting will therefore be held without the possibility for shareholders to attend in person or through a proxy. Instead, shareholders can participate in the Annual General Meeting by voting and submitting questions in advance pursuant to the instructions described below.

Information about the resolutions passed by the Annual General Meeting will be published on Thursday, 10 June 2021, as soon as the result of the postal voting has been finally confirmed.

Right to participate

Shareholders who wish to attend the Annual General Meeting shall

be registered in the share register kept by Euroclear Sweden AB as of 2 June 2021, and
notify participation no later than 9 June by casting their postal vote in accordance with the instructions under the “Postal voting” below so that the postal vote is received by the company no later than that day.

Nominee-registered shares

In order to be entitled to participate in the Annual General Meeting, shareholders who have their shares nominee-registered through a bank or other nominee must, besides giving notice of their participation by submitting a postal vote, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden as of the record date on 2 June 2021. Such registration may be temporary (so called voting rights registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as determined by the nominee. Voting rights registrations effected no later than the second banking day following 2 June 2021 will be considered in the presentation of the share register.

Postal voting

Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance through 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.

Shareholders who wish to vote shall use a special form for postal voting available on the company’s website, www.myfc.se, and from the company at Saltmätargatan 8A, 113 59 Stockholm, Sweden. The postal voting form is valid as registration to the Annual General Meeting.

The completed and signed form must be received by the company no later than Wednesday, 9 June 2021. The completed and signed form must be sent by mail to myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm, Sweden, or by e-mail to mattias.kirvesniemi@myfc.se. If the shareholder is a legal entity, a certificate of incorporation or other authorization document must be enclosed with the form.

Shareholders may not provide the voting form with special instructions or conditions. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.

Shareholders who wish to postal vote through proxy shall issue a written and signed power of attorney. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed. Proxy form is available on the company’s website, www.myfc.se, and shall be enclosed with the postal voting form.

Proposed agenda

Election of Chairman of the Annual General Meeting
Preparation and approval of voting list
Election of one or two persons to attest the minutes
Determination of whether the Annual General Meeting has been duly convened
Approval of the agenda
Submission of annual report and auditor’s report as well as consolidated accounts and consolidated auditor’s report
Resolution on

adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
appropriation of the company’s result according to the adopted balance sheet; and
discharge from liability for the Board members and the Chief Executive Officer

Determination of the number of Board members and auditors
Determination of fees to the Board members and the auditors
Election of Board members and auditor
Resolution on instruction for the Nomination Committee
Resolution on authorization for the Board of Directors to resolve upon new issues of shares, warrants and/or convertible instruments

Proposed resolutions

Item 1 – Election of Chairman of the Annual General Meeting

The Nomination Committee proposes that Ulf Henning be elected Chairman of the Annual General Meeting, or in the event of his absence, the person designated by the Nomination Committee instead.

Item 2 – Preparation and approval of voting list

The voting list proposed for approval under item 2 on the agenda is the voting list prepared by the Chairman of the Annual General Meeting, based on the general meeting share register and received postal votes, as checked and verified by the persons attesting the minutes of the Annual General Meeting.

Item 3 – Election of one or two persons to attest the minutes

The Board of Directors proposes that one or two persons to attest the minutes will be selected during the Annual General Meeting. The task of attesting the minutes also includes verifying the voting list and that the postal votes received are correctly reproduced in the minutes of the Annual General Meeting.

Item 7 b – Resolution on appropriation of the company’s result according to the adopted balance sheet

The Board of Directors proposes that no dividends be paid and that the result of the year is carried forward.

Item 8 – Determination of the number of Board members and auditors

The Nomination Committee proposes that the number of Board members shall be four (4). It is proposed that one registered accounting firm shall be appointed as auditor.

Item 9 – Determination of fees to the Board members and the auditors

The Nomination Committee proposes that the total Board fee shall be SEK 450,000, of which SEK 150,000 to the Chairman of the Board and SEK 100,000 each to the other members of the Board of Directors. The Board fee per Board member is unchanged from the previous year. A Board member who receives remuneration from the company due to employment shall not receive Board fee, neither in the parent company nor in its subsidiaries. No remuneration for committee work is paid.

The Nomination Committee proposes that the auditor’s fees are to be paid as per approved invoice.

Item 10 – Election of Board members and auditor

The Nomination Committee proposes re-election of the Board members Ulf Henning, Johnny Bräster and Klaus Wiemers. Alexander Guy has declined re-election. The Nomination Committee’s proposal for new election of a Board member will be announced in good time prior of the Annual General Meeting. All Board members are elected for the period until the end of the next Annual General Meeting. The Nomination Committee proposes that Ulf Henning is re-elected Chairman of the Board.

The Nomination Committee further proposes re-election of the registered accounting firm Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next Annual General Meeting. Öhrlings PricewaterhouseCoopers has informed that the Authorized Public Accountant Magnus Lagerberg will be appointed auditor in charge.

Item 11 – Resolution on instructions for the Nomination Committee

It is proposed that the Annual General Meeting resolves on principles for the appointment of the Nomination Committee and instructions for the Nomination Committee as described below. These shall apply until a decision on an amendment is made by the Annual General Meeting.

The company shall have a Nomination Committee comprising one representative of each of the three largest shareholders in the company based on shareholder statistics from Euroclear Sweden AB, as of the last banking day in September the year before the Annual General Meeting and other reliable owner information provided to the company at this time. In assessing who constitutes the largest shareholders in terms of the number of votes, a group of shareholders shall be considered an owner if they (i) are grouped as owners in Euroclear Sweden AB's register or (ii) published and notified to the company that they have reached a written agreement to, through a coordinated exercise of voting rights, take a long-term position on the management of the company. The Chairman of the Board is responsible for contacting the largest shareholders and thereby convening the Nomination Committee. The Chairman of the Board shall be co-opted to the Nomination Committee.

If any of the three largest shareholders by number of votes does not exercise the right to appoint a member to the Nomination Committee, the right to appoint a member is passed to the shareholder with the number of votes which is the closest in volume and who is not already entitled to appoint a member of the Nomination Committee.

The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of the number of votes. The Chairman of the Board or another Board member may however not be the Chairman of the Nomination Committee. Board members may be members of the Nomination Committee, but may not constitute a majority of its members. The CEO or another person from the company executive management must not be a member of the Nomination Committee. At least one of the members of the Nomination Committee must be independent in relation to the largest shareholder in the company in terms of votes or a group of shareholders who collaborate on the company's management.

The name of each member of the Nomination Committee as well as the shareholder they have been appointed by shall be published as soon as the Nomination Committee has been appointed, but no later than six months before the next Annual General Meeting. The Nomination Committee is appointed for a term of office until a new Nomination Committee is appointed.

Shareholders who have appointed a member of the Nomination Committee have the right to replace such a member with another as member of the Nomination Committee. If a member appointed by shareholders resigns from the Nomination Committee during the term of office, or such a member is prevented from fulfilling his or her duties, the Nomination Committee shall urge the shareholder who has appointed the member to appoint a new member within a reasonable time. If the shareholder does not exercise the right to appoint a new member, the right to appoint such a member passes to the shareholder closest to the largest number of votes who has not already appointed or abstained from appointing a member of the Nomination Committee.

In cases during the Nomination Committee's term of office one or more of the shareholders who have appointed members of the Nomination Committee no longer belong to the three largest shareholders in the number of votes, members appointed by these shareholders shall make their seats available and the shareholder or shareholders who have replaced them among the three largest shall have the right to appoint members. Unless there are special reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if the change occurs later than three months before the Annual General Meeting. Changes in the composition of the Nomination Committee shall be announced as soon as such have taken place.

The Nomination Committee shall carry out its assignment in accordance with these instructions and applicable rules. The assignment includes that the Nomination Committee shall evaluate the composition and work of the Board and work out proposals in the following matters to be submitted to the Annual General Meeting for decision:

Chairman of the meeting,
Number of board members and auditors,
Election of board members and chairman of the board,
Fees and other remuneration for board assignments to each of the board members and, where applicable, remuneration for committee work,
Election of auditor,
Remuneration of auditor, and
To the extent deemed necessary, changes in the principles for the appointment of the Nomination Committee and the instructions for the Nomination Committee.

The Nomination Committee's proposal shall be submitted to the company through the Chairman of the Board in good time before the company issues a notice to attend the Annual General Meeting.

At a general meeting other than the Annual General Meeting, the nomination committee's proposal shall include the election or elections that are to take place at the general meeting.

No remuneration is paid to the members of the Nomination Committee. The Nomination Committee, however, has the right to charge the company with reasonable costs for the execution of the assignment.

Item 12 – Resolution on authorization for the Board of Directors to resolve upon new issues of shares, warrants and/or convertible instruments

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or several occasions during the period until the next Annual General Meeting, to resolve upon new issues of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. Payment may, in addition to cash, be made in kind or by set-off, or otherwise subject to conditions.

The reason for any deviation from the preferential right shall be to enable the company to issue shares, warrants and/or convertible instruments as payment in connection with agreements on company acquisitions, or alternatively to raise capital for such acquisitions or otherwise seek external financing. An issue that takes place with a deviation from the shareholders’ preferential rights shall be made on market terms.

The Board of Directors, or the person appointed by the Board of Directors, is authorized to make the minor adjustments to the Annual General Meeting’s resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Other information

Majority requirements

Resolution by the Annual General Meeting in accordance with item 12 above must be supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes

At the time of issue of this notice, the total number of shares in the company, as well as the total number of votes, amounts to 174,790,218. The company holds no treasury shares.

Information on the Annual General Meeting

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company’s or subsidiary’s financial position and the company’s relationship with other group companies.

As the Annual General Meeting will be conducted without physical meeting, requests for information must be submitted in writing by mail to the address myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm or by e-mail to mattias.kirvesniemi@myfc.se no later than 31 May 2021. Such information will be provided by being held available from the company at the address myFC Holding AB (publ), Saltmätargatan 8A, 113 59 Stockholm and on the company’s website, www.myfc.se, no later than 5 June 2021. The information will also be sent within the same time to the shareholders who so request and provide their postal or e-mail address.

Available documents

Accounting documents and accompanying auditor’s reports as well as other documentation under the Swedish Companies Act will be available from the company no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company’s website, www.myfc.se, and submitted at the Annual General Meeting.

Copies of the documents will also be sent to shareholders who so request and provide their postal address.

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 (publ)

Stockholm in May 2021
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

About myFC
Swedish innovation company myFC offers thin, scalable fuel cells that are easy to dimension and adapt to any electric application. myFC develops hybrid technology solutions combining batteries and hydrogen-based micro fuel cells for extended usage and reduced carbon footprint. The company was founded in 2005 and was listed on NASDAQ First North Growth Market in 2014. Its headquarters are in Stockholm. For more information, visit myFC.se