Notice of Extraordinary General Meeting in Swedish Stirling AB (publ)
The shareholders of Swedish Stirling AB (publ), Reg. No 556760-6602, are hereby invited to the Extraordinary General Meeting on Monday, 6 September 2021.
Information about measures due to the ongoing corona pandemic
In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the Extraordinary General Meeting (the “EGM”) is to be held only through postal voting in accordance with temporary legislation. This means that the EGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the EGM in the manner described below.
- RIGHT TO PARTICIPATE IN THE EGM
Shareholders who wish to attend the EGM by postal voting must:
firstly, be registered as shareholders in the share register kept by Euroclear Sweden AB by Friday, 27 August 2021; and
secondly, announce their intention to attend the EGM no later than Friday, 3 September 2021, by having submitted a postal voting form in accordance with the instructions in the section “Postal voting” below, so that the postal vote is received by Swedish Stirling AB no later than that day. Please note that notification to the EGM can only be made by postal voting.
Nominee-registered shares
In order to be entitled to participate in the EGM, shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the EGM by submitting their postal vote, request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by Friday, 27 August 2021. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting right registrations completed no later than Tuesday, 31 August 2021, are considered when preparing the shareholder register.
Postal voting
The shareholders may exercise their voting rights at the EGM only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form is available on Swedish Stirling’s website, www.swedishstirling.com. The postal voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by Swedish Stirling AB no later than Friday, 3 September 2021. The completed and signed form shall be sent to Swedish Stirling AB (publ), ”EGM”, Gruvgatan 35 B,
SE-421 30 Västra Frölunda, Sweden. The completed form may alternatively be submitted by email and is then to be sent to registration@swedishstirling.com (state “Swedish Stirling AB – postal voting” in the subject line).
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proxies
If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Form of proxy is available on Swedish Stirling’s website, www.swedishstirling.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
- AGENDA OF THE EGM
Proposal for agenda
-
- Election of Chairman of the Meeting.
- Election of person to approve the minutes of the Meeting.
- Preparation and approval of the list of shareholders entitled to vote at the Meeting.
- Approval of the agenda.
- Determination of whether the Meeting has been duly convened.
- Determination of the number of Board members.
- Election of Board members; new election of Mia Engnes.
- Determination of the remuneration to be paid to Board members.
Proposals by the Nomination Committee (Items 1 and 6-8)
The Nomination Committee, comprising the Chairman Stanislav Kotov appointed by East Guardian SPC, Sebastian Burmeister appointed by AC Cleantech Growth Fund I Holding AB, and Sven Sahle appointed by Dagny OÜ and Chairman of the Board, has proposed the following:
Chairman of the Meeting: The lawyer Aleksander Ivarsson or, to the extent he is prevented, the person that the Nomination Committee appoints instead, shall be elected Chairman of the EGM.
Board members: The number of Board members shall be five, without deputies. New election shall be made of Mia Engnes as an ordinary Board member, for the period up until the end of the next Annual General Meeting, to replace Andreas Ahlström who has declared that he will make his place available for the benefit of Mia Engnes. If the EGM resolves in accordance with the proposal of the Nomination Committee, the Board of Directors will consist of Sven Sahle (Chairman of the Board), Gunilla Spongh (deputy Chairman of the Board), Carina Andersson, Erik Wigertz and Mia Engnes.
Board member proposed for new election:
Mia Engnes, born in 1967, has a degree in Business Management from IHM Business School. Mia has extensive and solid experience of operations management and being responsible for large-scale and complex programmes and investment projects, on behalf of companies such as BillerudKorsnäs and Tetra Pak. Mia is currently Director and Manager in charge of the construction of Northvolt’s battery plant in Skellefteå, Sweden. Mia Engnes is independent in relation to the company’s major shareholders, the company and the executive management team. Mia Engnes does not currently hold any shares or other financial instruments in the company.
Board remuneration: The remuneration to the Board resolved by the Annual General Meeting on 23 April 2021 shall continue to apply and an annual remuneration of SEK 200,000 shall be paid to Mia Engnes pro rata in relation to her actual period of service during the time from the Annual General Meeting 2021 up until the end of the next Annual General Meeting. Remuneration for work in the Audit Committee shall be unchanged for the Chairman of the Audit Committee but paid to other member of the Audit Committee with SEK 50,000. No remuneration for committee work shall be paid to the Chairman of the Board.
Election of person to approve the minutes of the Meeting (Item 2)
Carl Riben or, if he is prevented, the person appointed by the Board of Directors, is proposed as the person to verify the minutes. The assignment to verify the minutes also includes verifying the voting list and confirming that postal votes received are correctly reflected in the minutes of the EGM.
Preparation and approval of the list of shareholders entitled to vote at the Meeting (Item 3)
The voting list proposed to be approved is the voting list prepared by Swedish Stirling AB, based on the shareholders’ register and postal votes received, and verified by the person elected to verify the minutes.
- NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and voting rights in the company is 125,649,253.
- THE SHAREHOLDERS’ RIGHT TO REQUIRE INFORMATION
The Board of Directors and the CEO shall, if requested by a shareholder and the Board of Directors considers that it can be done without material damage to the company, provide information regarding issues that may affect the assessment of an item on the agenda, or concern the company’s relation to another group company. A request for such information shall be made in writing to Swedish Stirling no later than ten days prior to the EGM, i.e. no later than 27 August 2021, to Swedish Stirling AB (publ), “EGM”, Gruvgatan 35 B, SE-421 30 Västra Frölunda, Sweden, or by email to registration@swedishstirling.com. The information is provided by being made available on Swedish Stirling’s website, www.swedishstirling.com, and at Swedish Stirling’s head office, Gruvgatan 35 B, Västra Frölunda, Sweden, no later than five days prior to the EGM, i.e. no later than 1 September 2021. The information is also sent to shareholders who so request and provide its postal address or email.
- PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in August 2021
Swedish Stirling AB (publ)
The Board of Directors