Notice to attend the annual general meeting of Plejd AB
The shareholders of Plejd AB, reg. no. 556790-9477, (“Plejd” or the “Company”) are hereby given notice to attend the Annual General Meeting to be held on Wednesday, 23 April 2025 at 10:00 am CEST at the address Krokslätts fabriker 30, floor 3, in Mölndal, Sweden. The entrance to the general meeting will open at 9:15 am CEST.
Exercising voting rights at the Annual General Meeting
Any shareholder wishing to participate at the Annual General Meeting must:
- be entered in the share register kept by Euroclear Sweden AB as per Friday, 11 April 2025; and
- have notified their intention to participate at the Annual General Meeting to the Company in accordance with the instructions under the heading “Notification of participation in person or by proxy”, in such time that the notification is received by the Company no later than Tuesday, 15 April 2025.
Nominee registered shares
To be entitled to participate and exercise voting rights at the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee, must give notice about its intention to participate at the general meeting and request that the shares be temporarily registered in its own name in the share register at Euroclear. Such registration must be effected no later than Tuesday, 15 April 2025 and, thus, the shareholder should provide notice to the nominee thereof in due time before that day. Voting rights registrations requested by a shareholder in such time that the voting rights registration has been effected by the nominee no later than on Tuesday, 15 April 2025, will be taken into account in the preparation of the share register.
Notification of participation in person or by proxy
Shareholders wishing to attend the Annual General Meeting in person or by proxy shall notify the Company no later than Tuesday, 15 April 2025, either:
- by e-mail to investor@plejd.com; or
- by letter to Plejd AB, Krokslätts fabriker 27 A, 431 37 Mölndal, Sweden (mark the envelope “AGM 2025”).
The notification shall include name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).
Anyone who does not wish to attend in person may exercise their right at the Annual General Meeting by proxy with a written, signed and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent document of authorization for the legal entity must be attached.
To facilitate access to the Annual General Meeting, powers of attorney, registration certificates and other authorization documents should be received by the Company at the address Plejd AB, Krokslätts fabriker 27 A, 431 37 Mölndal, Sweden (mark the envelope “AGM 2025”) well in advance of the Annual General Meeting and preferably no later than Tuesday, 15 April 2025.
Please note that the notification of participation at the Annual General Meeting shall take place even if a shareholder wishes to exercise its voting rights at the Annual General Meeting by proxy. Submission of power of attorney does not constitute a valid notification to the Annual General Meeting.
A power of attorney form is available on the Company’s website, www.plejd.com/investors.
Items at the Annual General Meeting
Proposed agenda:
- Opening of the general meeting
- Election of chairperson of the general meeting
- Ylwa Karlgren
- Preparation and approval of the voting register
- Presentation and approval of the agenda
- Election of one or several people to verify the minutes
- Determination of whether the general meeting has been duly convened
- Presentation of the annual report and auditor's report and the group annual report and the group auditor's report
- Resolutions regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet,
- the profit or loss of the company in accordance with the adopted balance sheet, and
- discharge from liability for the directors and the managing director.
- Ylwa Karlgren (chairperson)
- Erik Calissendorff (director)
- Nico Jonkers (director)
- Halldora von Koenigsegg (director)
- Anders Persson (director)
- Magnus Zederfeldt (director)
- Babak Esfahani (manager director)
- Resolution regarding determination of the number of directors and deputy directors, as well as auditors and deputy auditors.
- Determination of fees to the Board of Directors and to the auditors
- Election of the Board of Directors and if applicable deputy directors
- Erik Calissendorff (re-election – director)
- Nico Jonkers (re-election – director)
- Ylwa Karlgren (re-election – director)
- Halldora von Koenigsegg (re-election – director)
- Anders Persson (re-election – director)
- Magnus Zederfeldt (re-election – director)
- Election of chairperson of the Board of Directors
- Ylwa Karlgren (re-election)
- Election of auditor and if applicable deputy auditors
- Öhrlings PricewaterhouseCoopers AB (re-election]
- Election of member of the nomination committee
- Halldora von Koenigsegg (re-election)
- Iman Karimi (re-election)
- Marcus Neckmar (re-election)
- Erik Calissendorff (re-election)
- Resolution regarding authorization for the Board of Directors to issue shares, warrants and/or convertibles
- Resolution regarding adjustment authorization
- Closing of the general meeting
The nomination committee
The nomination committee shall, in accordance with the principles of the nomination committee adopted at the Annual General Meeting 2024 and which are valid until further notice, consist of a minimum of three (3) and a maximum of six (6) members elected at the Annual General Meeting. Each of the four (4) largest shareholders or groups of shareholders in terms of voting rights as of the last business day of December of the year preceding the Annual General Meeting shall be invited to appoint a representative to the nomination committee.
The nomination committee for the Annual General Meeting 2025 was elected by the Annual General Meeting 2024 in accordance with the principles of the nomination committee and has consisted of Erik Calissendorff, Iman Karimi, Halldora von Koenigsegg and Marcus Neckmar. Furthermore, the chairperson of the Board of Directors, Ylwa Karlgren, has been co-opted to several of the nomination committee's meetings.
Proposed resolutions
2. Election of chairperson of the general meeting
The nomination committee proposes that the chairperson of the Board of Directors, Ylwa Karlgren, is appointed as chairperson of the Annual General Meeting or, in her absence, the person appointed by her.
8.(b) Resolution regarding the profit or loss of the company in accordance with the adopted balance sheet
The Board of Directors proposes that all funds available for the Annual General Meeting shall be carried forward.
9. Resolution regarding determination of the number of directors and deputy directors, as well as auditors and deputy auditors
The nomination committee proposes that the Board of Directors shall consist of six directors without deputies for the period until the end of the next Annual General Meeting.
The nomination committee proposes that a registered auditing firm shall be appointed as auditor without deputies.
10. Determination of fees to the Board of Directors and to the auditors
The nomination committee proposes that fees be paid to the directors of the Board of Directors and members of the established committees as follows (last year’s figures in brackets):
- SEK 400,000 (385,000) to the chairperson of the Board of Directors and SEK 185,000 (175,000) to the other directors;
- SEK 85,000 (80,000) to the chairperson of the audit committee and SEK 45,000 (40,000) to the other members of the audit committee; and
- SEK 45,000 (40,000) to the chairperson of the remuneration committee and SEK 25,000 (20,000) to the other members of the remuneration committee.
It is proposed that the fees shall be paid to all directors with no exceptions for major shareholders or employees of the Company.
If the Annual General Meeting resolves in accordance with the nomination committee's proposal for the composition of the Board of Directors and if the number of members of the audit and remuneration committees, respectively, is two (2), the total fee amounts to SEK 1,525,000 (1,440,000).
The nomination committee further proposes that the fees to the auditor shall be paid in accordance with invoice approved by the Company.
11. Election of the Board of Directors and if applicable deputy directors
The nomination committee proposes re-election of the current directors, Erik Calissendorff, Nico Jonkers, Ylwa Karlgren, Halldora von Koenigsegg, Anders Persson, and Magnus Zederfeldt.
The proposed composition of the Board of Directors of the Company fulfils the independence requirements of the Swedish Corporate Governance Code. All proposed directors, except for Erik Calissendorff, are considered independent in relation to the Company and its management. Furthermore, all proposed directors, except for Halldora von Koenigsegg, are considered independent in relation to the Company's major shareholders.
More information on the directors proposed for re-election is available on the Company's website, www.plejd.com/investors.
12. Election of chairperson of the Board of Directors
The nomination committee proposes that Ylwa Karlgren be re-elected as chairperson of the Board of Directors.
13. Election of auditor and if applicable deputy auditors
The nomination committee proposes, in accordance with the audit committee's recommendation, the re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB (PwC) as the Company's auditor for a period up until the end of the next Annual General Meeting. PwC has announced that if the audit firm is selected, then the authorized auditor, Johan Malmqvist, continues as principal auditor and Christoffer Bengtsson as co-signing auditor.
14. Election of member of the nomination committee
The nomination committee proposes, in accordance with the principles of the nomination committee adopted at the Annual General Meeting 2024, re-election of the current members Halldora von Koenigsegg (appointed by Christian von Koenigsegg) Iman Karimi (appointed by Pluspole Group), and Marcus Neckmar (appointed by Andra AP-fonden) and Erik Calissendorff (appointed by Plejd Founder).
15. Resolution regarding authorization for the Board of Directors to issue shares, warrants, and/or convertibles
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors during the period up to and including the next Annual General Meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants, and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time when the authorization is first used, to be paid in cash, through set-off or in kind.
An issue resolved on the basis of the authorization shall be made in order to provide the Company with working capital. If the Board of Directors resolves on an issue with deviation from the shareholders' preferential rights, the reason shall be to provide the Company with working capital and/or new owners of strategic importance to the Company and/or acquisitions of other companies or businesses.
The issuance of new shares, pursuant the authorization, shall be carried out on customary terms and conditions under prevailing market conditions. If the Board of Directors finds it appropriate in order to enable delivery of shares in connection with an issue as described above, this may be done at a subscription price corresponding to the share’s quota value.
The Board of Directors or anyone appointed by the Board of Directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.
16. Resolution regarding adjustment authorization
The Board of Directors proposes that the Board of Directors or the person otherwise appointed by the Board of Directors be authorized to make such minor amendments to the resolutions adopted by the general meeting as may prove necessary for the registration of the resolutions.
Majority requirements
Resolution in accordance with item 15 is valid only if supported by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
As of the date of this notice, the total number of shares and votes in the Company amounts to 11,178,720. The Company holds no own shares.
Other
The notice, accounting documents, auditor's report and other documents to be considered at the general meeting will be made available at the Company's offices at Krokslätts fabriker 27 A, 431 37 Mölndal, Sweden, and on the Company's website, www.plejd.com/investors, no later than three weeks prior to the general meeting. The documents will also be sent free of charge to shareholders who request and who provide their e-mail or postal address. The share register for the Annual General Meeting is available at the Company's office at the above address.
The shareholders are reminded of the right to, at the general meeting, request information from the Board of Directors and the managing director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website www.euroclear.com/Integritetspolicy-bolagsstammor-svenska.pdf.
For further information
Phone: +46 (0) 10 207 89 01
E-mail: investor@plejd.com
About the company
Plejd is a leading Nordic supplier of smart lighting and other smart products. By focusing on the user experience, Plejd makes smart solutions easy and available to everyone.