Notice of Annual General Meeting in Pomegranate Investment AB

Tue, Aug 20, 2024 16:02 CET

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY U.S. PERSON

The shareholders in

Pomegranate Investment AB (publ)

with Reg. No. 556967-7247 and registered office in Stockholm are hereby convened to the annual general meeting to be held on 18 September 2024 at 3 p.m. at the offices of Advokatfirman Vinge, Smålandsgatan 20, SE-111 46 Stockholm.

Shareholders can participate in the annual general meeting by attending the venue or by voting in advance.

Right to participate in the annual general meeting and notice of participation

Participation in the annual general meeting at the venue

A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 10 September 2024, and (ii) no later than 12 September 2024 give notice by post to Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden, or via e-mail to legal@pomegranateinvestment.com. When providing such notice, the shareholder shall state their name, personal or corporate registration number, number of shares held, address, daytime telephone number, and information about any accompanying assistant(s) (maximum two), and, if applicable, information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. 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. To facilitate the registration at the annual general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above well in advance of the annual general meeting. A proxy form is available at the company’s website, www.pomegranateinvestment.com, and will be sent to shareholders who so requests and informs the company of their postal address.

Participation by advance voting

A shareholder who wishes to participate in the annual general meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 10 September 2024, and (ii) give notice no later than 12 September 2024, by casting an advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than on that day.

A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under ”Participation in the annual general meeting at the venue” above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue. A special form shall be used when advance voting. The advance voting form is available on the company’s website www.pomegranateinvestment.com. The completed and signed voting form must be received by the company no later than 12 September 2024. The completed and signed voting form may be submitted by post to Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden, or via e-mail to legal@pomegranateinvestment.com. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed with the advance voting form. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. 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. If a shareholder has voted in advance and then attends the annual general meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the annual general meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the annual general meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda. A proxy form is available at the company’s website, www.pomegranateinvestment.com, and will be sent to shareholders who so requests and informs the company of their postal address.

Nominee registered shares

To be entitled to participate in the annual general meeting a shareholder whose shares are registered in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register on Tuesday, 10 September 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than Thursday, 12 September 2024 are taken into account when preparing the share register.

Proposed agenda

Opening of the meeting
Election of chairman of the meeting;
Preparation and approval of the voting list;
Approval of the agenda;
Election of one or two persons to approve 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 the group consolidated annual accounts and group auditor’s report;
Resolutions regarding:

adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
allocation of the company’s result in accordance with the adopted balance sheet;
discharge from liability of the members of the board of directors, the CEO and the deputy CEO;

(i) Per Brilioth, chairman and member of the board of directors

(ii) Nadja Borisova, member of the board of directors

(iii) Michel Danechi, member of the board of directors

(iv) Anders F. Börjesson, member of the board of directors

(v) Vladimir Glushkov, member of the board of directors

(vi) Mohsen Enayatollah, former member of the board of directors

(vii) Florian Hellmich, CEO

(viii) Peter Axelsson, deputy CEO

Determination of:

the number of members and alternate members of the board of directors;
the number of auditors and alternate auditors;

Determination of:

fees for the members of the board of directors;
fees for the auditors;

Election of:

the members of the board of directors;

(i) Per Brilioth (re-election)

(ii) Nadja Borisova (re-election)

(iii) Anders F. Börjesson (re-election)

(iv) Vladimir Glushkov (re-election)

(v) Michel Danechi (re-election)

chairman of the board;

(i) Per Brilioth (re-election)

auditors and, where applicable, alternate auditors;

(i) Öhrlings PricewaterhouseCoopers AB

Closing of the meeting.

Election of chairman of the meeting (item 2)

The board of directors proposes that Jesper Schönbeck, member of the Swedish Bar Association, at Vinge law firm, or the person proposed by the board of directors in case of his impediment, is elected to be the chairman of the meeting.

Resolution regarding allocation of the company’s result in accordance with the adopted balance sheet (item 8b)

The board of directors proposes that the company’s results shall be carried forward.

Determination of the number of members and alternate members of the board of directors and auditors and alternate auditors (item 9)

Shareholders representing 16.0% of the outstanding shares in the company propose that the number of members of the board of directors shall be five (5) with no alternate members.

It is further proposed that the company shall have one auditor or one registered audit company and no alternate auditors.

Determination of fees for members of the board of directors and auditors (item 10)

Shareholders representing 16.0% of the outstanding shares in the company propose that the annual remuneration to each member of the board of directors shall amount to EUR 5,000 and EUR 10,000 to the chairman of the board of directors.

It is further proposed that the company’s auditor shall be remunerated upon approval of their invoice.

Election of the members of the board of directors, chairman of the board of directors and auditors and, where applicable, alternate auditors (item 11)

Shareholders representing 16.0% of the outstanding shares in the company propose that, for the time until the end of the next annual general meeting, Nadja Borisova, Per Brilioth, Anders F. Börjesson, Vladimir Glushkov and Michel Danechi are re-elected as members of the board of directors and that Per Brilioth is re-elected as chairman of the board of directors.

For information about the current members of the board of directors proposed for re-election, please see the company’s website, www.pomegranateinvestment.com.

It is further proposed that the company’s auditor, the registered audit company Öhrlings PricewaterhouseCoopers AB, is elected for the period until the end of the next annual general meeting.

Miscellaneous

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf .

________________________

The annual report and the auditor’s report as well as other documents will be held available at the company’s office, Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden and on the company’s website, www.pomegranateinvestment.com, no later than three weeks before the annual general meeting. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).