Notice of Extraordinary General Meeting in Nederman Holding AB (publ)
The shareholders of Nederman Holding AB (publ), Reg. No. 556576-4205, are hereby summoned to the Extraordinary General Meeting on Wednesday 25 August 2021.
The board of directors has decided that the Extraordinary General Meeting should be conducted solely by way of postal vote pursuant to the temporary legislation being in effect in 2021. This means that the meeting will be held without the physical presence of shareholders, representatives or external parties. The shareholders will therefore only be able to exercise their voting rights by postal voting in the order prescribed below.
Right to participation
Those who wish to attend the meeting must:
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be recorded as a shareholder in the share register prepared by Euroclear Sweden AB concerning the conditions on 17 August 2021.
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and give notice of participation no later than on 24 August 2021 by casting its postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Nederman no later than by that day.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation to the meeting by submitting its postal vote, register its shares in its own name so that the shareholder is recorded in the share register as of 17 August 2021. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as prescribed by the nominee. Voting rights registrations that have been made by the nominee no later than 19 August 2021 will be taken into account in the presentation of the share register.
Postal voting
Shareholders may exercise their voting rights at the meeting only by 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. A special form must be used for the postal vote. The form is available on the Company’s website www.nedermangroup.com. The postal vote form is considered as notice to participate in the meeting.
In order to be considered, the completed and signed form must be received by Nederman no later than 24 August 2021. The completed and signed form must be sent by mail to Nederman Holding AB (publ), “Extraordinary General Meeting”, Box 602, 251 06 Helsingborg, mark the envelope with “Postal voting”, or by e-mail to stamma@nedermangroup.com, type “Postal voting” in the subject line.
If the shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Proxy forms are available upon request and also on the Company’s website www.nedermangroup.com. Shareholders who wish to be represented by proxy must submit a power of attorney in original form with their registration. Representatives of a legal entity must present a copy of the authenticated registration certificate or equivalent authorisation documents showing the authorised signatory of the entity.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Shareholders’ right to receive information
The board of directors and the CEO 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 regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to the Company no later than ten days prior to the meeting, i.e. no later than 15 August 2021, at Nederman Holding AB (publ), “Extraordinary General Meeting”, Box 602, 251 06 Helsingborg, or by email to stamma@nedermangroup.com. The information will be made available at the Company and on the Company’s website www.nedermangroup.com no later than 20 August 2021. The information will also be sent to any shareholder who so requests and who states its address or e-mail address.
Proposed agenda
- Election of the chairman of the meeting
- Election of persons to verify and sign the minutes
- Establishment and approval of the voting list
- Approval of the agenda
- Determination of whether the meeting has been duly convened
- Resolution on dividend and record date for dividend
Election of the chairman of the meeting (Item 1)
The board of directors proposes that the lawyer Madeleine Rydberger is elected as Chairman of the EGM or, to the extent she is prevented, the person that the board of directors appoints instead.
Election of persons to verify and sign the minutes (item 2)
Per-Ove Eriksson and Christina Larsson are proposed to verify the minutes, or if any them are prevented from participating, a person appointed by the board of directors. The assignment to verify the minutes also includes verifying the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Establishment 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 general meeting share register and received postal votes, controlled and verified by the persons assigned to verify the minutes.
Approval of the agenda (item 4)
The agenda included in the notice is proposed to be approved as the agenda for the meeting.
Determination of whether the meeting has been duly convened (item 5)
The meeting is proposed to have been duly convened, with the endorsement of the chairman of the meeting, based on the provisions concerning convening notice to the meeting as set out in the Swedish Companies Act (Sw Aktiebolagslagen) and the articles of association.
Resolution on dividend and record date for dividend (item 6)
The board of directors proposes a dividend of SEK 1.00 per share, corresponding to a total of SEK 35,093,096.
As record date for the dividend, the board of directors proposes Friday, 27 August 2021. Should the EGM resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting on Wednesday, 1 September 2021.
Documents
The board’s complete dividend proposal is set out above. The board’s statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act and the report pursuant to Chapter 18, Section 6 of the Swedish Companies Act, the auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, and the Annual Report and the Audit Report for the financial year 2020, are available at the Company and on the Company's website www.nedermangroup.com and will be sent to shareholders who so request.
Number of shares and voting rights
At the time of this notice, the total number of shares and votes in the Company amounted to 35,146,020. The Company's holding of its own shares totals 52,924, which does not give any entitlement to vote as long as the Company holds the shares.
Processing of personal data
For information about the processing of your personal data, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Helsingborg, July 2021
Nederman Holding AB (publ)
The Board of Directors
For further information, please contact:
Sven Kristensson, President and CEO, Nederman
Phone: +46 (0)42 18 87 00
email: sven.kristensson@nederman.com
Matthew Cusick, CFO
Phone: +46 (0)42 18 87 00
email: matthew.cusick@nederman.com
About Nederman
Nederman is a global leader in industrial air filtration dedicated to capturing, measuring, controlling and cleaning air to make industrial production more efficient, safe and sustainable. Based on industry leading products, solutions and services in combination with an innovative IoT platform we deliver knowledge and facts needed to optimise performance and guarantee emissions compliance.
The Nederman Group is listed on Nasdaq Stockholm. The Group has approximately 2100 employees and presence in more than 50 countries. Learn more at nedermangroup.com
Nederman Holding AB (publ), P.O. Box 602, SE-251 06 Helsingborg, Sweden. Corporate registration number: 556576-4205
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