Notice of Annual General Meeting 2016
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY U.S. PERSON
The shareholders in
Pomegranate Investment AB (publ)
are hereby summoned to the annual general meeting to be held on
21 June 2016 at 1 p.m. at the offices of Advokatfirman Vinge, Norrlandsgatan 10, Stockholm
Notification, etc.
Shareholders who wish to participate in the general meeting must:
firstly secondly
be included in the shareholders’ register maintained by Euroclear Sweden AB as of 15 June 2016; and
notify the company of their participation in the general meeting no later than 15 June 2016. The notification shall be in writing via email to legal@pomegranateinvestment.com or in writing to the company’s address Pomegranate Investment AB, Hovslagargatan 5 3tr, SE-111 48, Stockholm, Sweden. The notification shall state the name, personal/corporate identity number, shareholding, address and daytime telephone number, and, where applicable, information about representatives, counsel or assistants. Where a shareholder is represented by proxy, the notification must be accompanied by complete authorization documents, such as powers of attorney, registration certificates and/or corresponding documents.
Nominee registered shares
Shareholders whose shares have been registered in the name of a bank or securities institute must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Shareholders wishing such re-registration must inform their nominee of this well before 15 June 2016, when such re-registration must have been completed.
Proxy, etc.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate, should be submitted to the company by mail at the address set forth above well in advance of the general meeting. A proxy form is available at the company’s website, www.pomegranateinvestment.com, and will be sent to shareholders who so request and inform the company of their postal address.
Proposed agenda
- Opening of the meeting;
- Election of Chairman of the meeting;
- Preparation and approval of a voting list;
- Approval of the agenda;
- Election of one or two people to verify the minutes;
- Determination of whether the meeting has been duly convened;
- Presentation of the company’s annual report and the auditor’s report as well as, if
applicable, the group consolidated annual accounts and group auditor’s report;
- Approval of the profit and loss statement and balance sheet and, if applicable,
group profit and loss statement and group balance sheet;
- Resolution on treatment of profit or loss in accordance with the approved balance
sheet;
- Resolution on discharge from liability of Directors and, if applicable, the Managing
Director;
- Determination of remuneration to the Board and auditor;
- Determination of the number of members and alternate members of the board of
directors and auditors and alternate auditors;
- Election of Board of Director and auditors and any alternate auditors;
- Resolution regarding authorisation for the board of directors to resolve upon issues
of new shares;
- Closing of the meeting.
Resolution on treatment of profit or loss in accordance with the approved balance sheet (item 9)
The board of directors proposes that the company’s results shall be carried forward.
Determination of remuneration to the Board and auditor (item 11)
Shareholders representing 6.6% of the outstanding shares in the company proposes that the annual remuneration to each board member shall amount to EUR 5,000 and EUR 10,000 to the chairman of the board. The remuneration may be invoiced through a company in a way that is cost neutral for Pomegranate Investment AB.
It is further proposed that the company’s auditor shall be remunerated upon approval of their invoice.
Determination of the number of members and alternate members of the board of directors and auditors and alternate auditors (item 12)
Shareholders representing 6.6% of the outstanding shares in the company proposes that the number of members of the board of directors shall be four (4) with no alternate members.
It is further proposed that the company shall have one auditor or one registered audit company and no alternate auditors.
Election of Board of Director and auditors and any alternate auditors (item 13)
Shareholders representing 6.6% of the outstanding shares in the company proposes that Igor O. Gorin is elected as a new member of the board of directors in the company. It is further proposed that Per Brilioth, Anders F. Börjesson and Mohsen Enayatollah are re- elected as members of the board of directors and that Per Brilioth is re-elected chairman of the board of directors.
It is further proposed that the company’s auditor, the registered audit company PricewaterhouseCoopers AB, is re-elected until the end of the next annual general meeting.
Resolution regarding authorisation for the board of directors to resolve upon issues of new shares (item 14)
The board of directors proposes that the annual general meeting resolves to authorise the board of directors, up until the next annual general meeting, on one or several occasions and with or without preferential rights for the shareholders, to resolve upon issues of new shares with payment in cash, through contribution in kind or by set-off; provided however that any such issue must not result in the company’s share capital exceeding the company’s maximum allowed share capital as set out in the articles of association as applicable from time to time.
The reason for the proposal and the possibility to deviate from shareholders’ preferential rights in the proposal is, among other things, to facilitate for the company to carry out acquisitions with payment in shares or to otherwise procure the financing of the company in an active and appropriate manner and facilitate the company’s continued expansion.
The managing director shall be authorised to make such minor amendments to the above resolution that may prove necessary in connection with the registration with the Swedish Companies Registration Office.
A resolution in accordance with the board of directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the meeting.
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The annual report, the auditor’s report and the proposal under item 14 above will as from 31May2016 be held available at the company’s office, Hovslagargatan 5, 111 48 Stockholm and be sent to shareholders that so request and inform the company of their postal address.
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Stockholm, May 2016
Pomegranate Investment AB (publ)
The board of directors