Notice of Annual General Meeting in OrganoClick AB (publ)
The shareholders of OrganoClick AB (publ), 556704-6908, are hereby convened to the Annual General Meeting (AGM) on Tuesday 5 May 2015, at 16.00 at Summit, Hitech-terassen, Hitechbuilding, Sveavägen 9, 2nd floor, 101 52 Stockholm.
PARTICIPATION
Shareholders who wish to attend the AGM shall be registered in OrganoClick’s shareholder register, kept by Euroclear Sweden AB, on the 28th of April 2015, and give notification of attendance to the company by mail to OrganoClick AB (publ), Ritarslingan 20, 187 66 Täby or by email to ir@organoclick.com.
NOTIFICATION OF ATTENDANCE
Notification of attendance shall be given to the company no later than 28 April 2015. Name, personal- or corporate identification number and phone number shall be specified in the notification. In the notification shall also be specified the number of advisers (maximum two) that will attend the AGM. Shareholders who exercise his or her rights through a proxy shall submit a written proxy form signed and dated by the shareholder. The signed proxy form, and for a juridical person a certified copy of the company registration, shall be sent to the company well in advance but no later than the 28th of April. A proxy form may not be more than one year old; however the proxy’s date of expiry may be five years if this is specified. Proxy forms may be downloaded from the company’s homepage www.organoclick.com.
Shareholders who’s holdings are registered in the name of a nominee must register the shares in their own name with Euroclear to be entitled to participate in the AGM. Such registration must be completed not later than Tuesday, 28th of April, 2015. Contact with the nominee should therefore be taken well ahead of this date.
PROPOSED AGENDA
1. Opening of the AGM
2. Election of a chairman and secretary of the meeting
Nomination committee’s motion: See below
3. Election of one or two persons to verify the minutes
4. Preparation and approval of the voting register
5. Approval of the agenda
6. Determination of whether the meeting has been duly convened
7. Presentation of the CEO and questions from the shareholders to the Board of Directors and Management
8. Presentation of the Annual Report and the Audit Report for 2014
9. Resolution concerning the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
Board’s motion: Income statements and balance sheets to be adopted
10. Resolution concerning the disposition of the profits or losses at the disposal of the Annual General Meeting
Board’s motion: See below
11. Resolution concerning the discharge of the Board of Directors and the CEO from personal liability for their administration
12. Determination of the number of directors, deputy directors and auditors
Nomination committee’s motion: See below
13. Determination of the fees to be paid to the Board of Directors and auditors
Nomination committee’s motion: See below
14. Election of directors and deputy directors
Nomination committee’s motion: See below
15. Election of auditors
Nomination committee’s motion: See below
16. Nominating procedure and election of Nomination Committee
Nomination committee’s motion: See below
17. Any other issue
18. Closing of the AGM
MOTIONS
Item 2: Election of the Chairman of the AGM
The Nomination Committee propose that Ashkan Pouya is elected to the Chairman of the AGM
Item 10: Resolution concerning the adoption of the income statement and balance sheet of the company
The Board and the CEO propose that the parent companny’s avaliable profits of SEK 1.733.923 will be carried forward into the new account
Item 12 and 14: Election of Board of Directors and Chairman of the Board
The nomination committee proposes re-election of the directors Ashkan Pouya, Bertil Hagman, Claes-Göran Beckeman and Armando Córdova and new election of Göran Larsson. The nomination committee proposes re-election of the deputy directors Jonas Hafrén and Saeid Esmaeilzadeh.
The nomination commmitte proposes re-election of Ashkan Pouya as Chairman of the Board
Item 13: Fees to the directors and the auditor
The nomination committee proposes that the chairman shall receive a fee of SEK 200.000 and the other directors shall receive a fee of SEK 100.000 each.
It is proposed that audit fees will be paid in accordance with approved invoices.
Item 15: Election of auditor
The nomination committee proposes new election of Deloitte AB as auditor for a mandate period of one year, meaning until the end of the 2016 Annual General Meeting. Deloitte AB has given notice, that if Deloitte AB is elected as OrganoClick’s auditor, Deloitte will propose the authorized auditor Therese Kjellberg as the principal auditor.
Item 17: Nominating procedure and election of nomination committee
The nomination committee proposes to the AGM to give the Chairman of the Board the mission to requests the five largest (voting power) shareholders registered in the company’s share register kept by Euroclear Sweden AB on the last bank day of August 2015 to elect one member each to the nomination committee. If any of the five largest shareholders denays his or her right to elect a member to the nomination committee, the next largest shareholder shall be requested to elect a member to the nomination committee. If any change in the ownership structure occurs before the end of the fourth quarter, the nomination committee shall if deemed appropriate, be adapted to the new ownership structure.
The nomination committee shall before the AGM 2016 make a proposal to the AGM regarding (i) Chairman of the AGM, (ii) election of board of directors, (iii) election of the chairman of the board, (iv) election of auditor, (v) fees to the board of directors and the auditor, and (vi) nomination procedure and election of nomination committee.
Fees shall not be given to the member of the nomination committee. The nomination committee shall have the right to, after permission from the chairman of the board; debit the company costs for e.g. recruitment consultants and other costs that are deemed necessary for the nomination committee to fulfill its work.
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As of Monday, 13th of April, 2015, the company’s financial statements, audit report and the Board’s complete motions, including statements, will be available at the company’s office and will be sent to any shareholders who so request and who provide their mailing address. These documents will also be available on the company’s website at www.organoclick.com.
Following the AGM, the company’s shareholders are invited to enjoy a lighter meal.
Welcome!
Stockholm, April 2015
The Board of Directors
Mårten Hellberg, CEO
Phone: +46 (0)8 684 001 10
Email: marten.hellberg@organoclick.com
About OrganoClick
OrganoClick AB (publ) is a public Swedish cleantech company listed on Nasdaq First North. The company develops, produces and markets functional materials based on environmentally friendly fiber chemistry. Examples of products that are marketed by OrganoClick are the water repellent fabric treatment OrganoTex®, the flame and rot-resistant timber OrganoWood® and biocomposite materials. OrganoClick was founded in 2006 as a commercial spin-off company based on research performed at Stockholm University and the Swedish University of Agricultural Sciences within environmentally friendly fiber chemistry. OrganoClick has won a number of prizes, such as "Sweden's Most Promising Start -up" and "Sweden's Best Environmental Innovation", and has also received a number of awards, such as the WWF "Climate Solver" award and has also appeared for two years on the Affärsvärldens and NyTekniks list of Sweden's top 33 hottest technology companies. OrganoClick has its head office, production and R&D located in Täby, north of Stockholm. OrganoClick's Certified Adviser on Nasdaq First North is Pareto Securities AB.