Notice of Annual Shareholders Meeting Net Trading Group NTG AB (publ)
Notice to attend the Annual General Meeting in Net Trading Group NTG AB (publ)
The shareholders in Net Trading Group NTG AB (publ), Reg. Nr. 556994-2930, (the “Company” or ”NTG”), with its registered office in Gothenburg, are hereby invited to the Annual General Meeting (“AGM”) on Wednesday 30 June 2021.
INFORMATION RELATED TO COVID-19
The Company is mindful of the health and well-being of its shareholders and employees. As regard to the extraordinary situation that prevails as a result of Covid-19, the Board of Directors has decided that the AGM will be carried out without physical attendance and that the shareholders voting rights can be exercised only through advance voting (postal voting) before the AGM, pursuant to the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations and according to the instructions included in this notice. Information about the resolutions adopted at the AGM will be published on the same day as the AGM as soon as the outcome of the vote is finally compiled.
NOTIFICATION OF ADVANCE VOTING ETC.
Notification
Shareholders who wish to participate at the AGM through postal voting shall:
- be entered in the share register maintained by Euroclear Sweden AB no later than on Monday 21 June 2021 (for nominee-registered shares, see also "Nominee registered shares" below), and
- give notice of their intention to participate in the AGM by casting its advance votes in accordance with the instructions under ”Advance voting” below, so that the advance voting form is received by the Company no later than Tuesday 29 June 2021.
Information delivered upon notice to attend will be processed and used only for the AGM. See below for further information on processing of personal data.
Nominee-registered shares
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in the Company’s share register with Euroclear Sweden AB. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Wednesday 23 June 2021, at which time the re-registration must have been made.
Advance voting
Shareholders may exercise their voting rights at the AGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.ntginvestor.se. The advance voting form is considered as the notification of attendance to the AGM.
The completed voting form must be received by NTG no later than on Tuesday 29 June 2021. The completed and signed form shall be sent to: Net Trading Group NTG AB (publ), c/o Mcon AB, Södra Larmgatan 4, SE-411 16 Gothenburg, Sweden. A completed form may also be submitted by e-mail and is to be sent to ir@ntginvestor.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy. 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.
Forms for shareholders who wish to vote in advance by proxy will be available on the Company’s website, www.ntginvestor.se
Proposed agenda:
- Election of a chairman at the meeting.
- Election of one or two persons to approve the minutes of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the meeting has been duly convened.
- Submission of the annual report and the auditors’ report and, as applicable, the consolidated financial statements and the auditors’ report for the group.
- Resolutions on:
- Adoption of the income statement and the balance sheet and, as applicable, the consolidated income statement and the consolidated balance sheet for the group.
- Allocation of the Company’s profits or losses in accordance with the adopted balance sheet.
- Discharge of the members of the Board of Directors and the CEO from liability.
- Determination of the number of members of the Board of Directors, deputy Board members, the number of auditors and deputy auditors.
- Determination of fees for members of the Board of Directors and auditor or auditors.
- Election of the members of the Board of Directors and auditor or auditors.
- Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
Proposals
Election of a chairman at the AGM (item 1)
The Board of Directors proposes that Anders Strid, lawyer at Advokatfirman Vinge, or, if he has an impediment to attend, the person proposed by the Board of Directors, is appointed chairman of the AGM.
Election of one or two persons to approve the minutes (item 2)
The Board of Directors proposes that Jacob Benzow, or, if he has an impediment to attend, the person or persons proposed by the Board of Directors, is/are appointed to approve the minutes together with the chairman. The assignment to approve the minutes at the AGM also includes controlling the voting list and that the received advance votes are correctly presented in the minutes.
Preparation 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 shareholders’ register for the general meeting and the advance votes received, and as verified by the persons elected to approve the minutes.
Resolution regarding allocation of the Company’s profits or losses (item 7b)
The Board of Directors proposes that the AGM dispose of the Company’s profit in accordance with the Board of Directors’ proposal in the annual report, meaning that the profit is carried forward and that no dividend shall be paid for the financial year 2020.
Determination of the number of members of the Board of Directors, deputy Board members, the number of auditors and deputy auditors (item 8)
It is proposed that the number of members of Board of Directors shall be five (5) without deputies. It is proposed that the number of auditors shall be one (1) with one (1) deputy auditor.
Determination of fees for members of the Board of Directors and auditor or auditors (item 9)
It is proposed that no fee shall be paid to the Board of Directors.
It is proposed that the fee to the auditor shall be paid in accordance with approved statement of costs.
Election of the members of the Board of Directors and auditor or auditors (item 10)
It is proposed to re-elect Morten Revill, Reidar Michaelsen, Bjarne Eggesbø, Nicolas Brun-Lie and Steven Royce as members of the Board of Directors. Further, Reidar Michaelsen is proposed to be re-elected as chairman of the Board of Directors.
The authorised auditor Lars-Ola Jäxvik of KPMG is proposed to be re-elected as auditor, and Roger Mattsson is proposed to be re-elected as deputy auditor.
All elections for the period until the end of the annual general meeting 2022.
Further information about the Board members proposed for re-election can be found on the Company’s website, www.ntginvestor.se
Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and/or convertibles (item 11)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, within the limitations of the current articles of association and for the period until the end of the next annual general meeting, on one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, warrants and/or convertibles.
The authorisation may be utilised for new issues of shares, warrants and/or convertibles which may be made with provisions regarding contribution in cash, in kind or through set-off. The subscription price shall be determined on market terms and conditions.
A new issue, on the basis of the authorisation, shall be resolved for the purpose of providing the Company with working capital.
If the Board of Directors resolves on a new issue with deviation from the shareholders’ preferential rights the rationale shall be to facilitate the Company’s expansion and to broaden the shareholder base.
The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
MISCELLANEOUS
Special majority requirement
For a valid resolution on the authorisation for the Board of Directors to resolve on new issue of shares, warrants and/or convertibles (item 11), it is required that the proposal is supported by at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Number of shares and votes
Per the date of this notice the total number of shares and votes in the Company amounts to 898 024 525. The Company does not hold any treasury shares.
Documents
The annual report, the auditors’ report as well as other documents in accordance with the Companies Act (2005:551) will be available on the Company’s website www.ntginvestor.se, at the Company’s premises at Net Trading Group NTG AB (publ), c/o Mcon AB, Södra Larmgatan 4, SE-411 16 Gothenburg, Sweden, and will be sent free of charge to those shareholders who so request and state their postal address or e-mail address, at least three weeks before the AGM.
Information at the AGM
The Board of Directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the AGM on matters that may affect the assessment of an item on the agenda and of circumstances that may affect the assessment of the Company’s financial situation. A request for such information shall be sent by post to Net Trading Group NTG AB (publ), c/o Mcon, Södra Larmgatan 4, SE-411 16, Gothenburg, Sweden or by e-mail to ir@ntginvestor.se no later than Monday 21 June 2021. The information will be made available at the Company’s premises and on www.ntginvestor.se, on Friday 25 June 2021 at the latest. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, June 2021
Net Trading Group NTG AB (publ)
The Board of Directors
For additional information:
E-mail: ir@ntginvestor.se
Net Trading Group NTG AB (Trading Symbol: NTGR) is a holistic Nordic ESG company owning unique technologies related to energy production and energy saving via Rock Energy and Lightcircle, respectively. Our technology enables us to follow the power through the entire circuit - from our power plants to our smart and unique electrical outlets. By bundling the product mix of both Rock Energy and Lightcircle, larger developers can now source energy in areas where there is no network, thus reducing the concerns surrounding unpredictable energy costs and unstable or overloaded grids.