NOTICE OF EXTRA GENERAL MEETING IN TROAX GROUP AB (PUBL)
Hillerstorp May 4, 2015 15:45 CET
At the request of Investment AB Latour, representing 30.1 % and Svolder AB, representing 9.9 % of the shares and votes in Troax Group AB (publ), reg. no. 556916-4030, (the “Company”), the shareholders of the Company are hereby invited to the extra general meeting on Thursday 28 May 2015, at 15:00 at the premises of Näringslivets hus at Storgatan 19 in Stockholm.
Notice of Attendance
Shareholders wishing to attend the general meeting must:
i) both be recorded in its own name (not nominee registered) in the Company’s share register kept by Euroclear Sweden AB on Friday 22 May 2015. In order to attend the general meeting shareholders whose shares are nominee-registered must have their shares temporarily registered with Euroclear Sweden AB in their own name. Such re-registration must be effected by Friday 22 May 2015. In order to re-register shares in time, shareholders should make the request via their nominee in good time before this date (such registration may be temporary); and
ii) and notify the Company of their intention to attend the general meeting no later than Friday 22 May 2015. Notice of participation shall be sent by e-mail to ola.osterberg@troax.com, by telephone on +46 370 828 00 or by regular mail to Troax Group AB (publ), Box 89, 330 33 Hillerstorp. Notification must include full name, personal identification number or registration number, address and telephone number (day time), and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy should, well before the meeting, provide the Company with a written and dated proxy. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document shall be enclosed. A proxy form is available on the company’s website at www.troax.com.
Proposed agenda
- Election of chairman of the general meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the general meeting has been duly convened.
- Determination of number of directors and election of new directors.
- Resolution regarding remuneration to elected directors.
- Information from the CEO.
- Closing of the meeting.
Proposals for resolutions
Items 6 and 7: Determination of the number of directors and election of new directors, and determination of remuneration to elected directors
Investment AB Latour, representing 30,1 % and Svolder AB, representing 9.9 % of the shares and votes in the Company, proposes that the number of directors elected by the general meeting shall be eight, without deputy directors.
Lars Hellberg and Kennet Lundberg have announced their intention to resign as directors. Investment AB Latour and Svolder AB therefore propose that Anna Stålenbring, Jan Svensson and Per Borgvall be elected as new directors replacing them.
In accordance with the principles determined by the annual general meeting 2015, it is proposed that each of the newly elected directors shall be entitled to remuneration in the amount of SEK 175,000. It is noted that the total remuneration paid to the board of directors increases by SEK 175,000 as one additional director is elected. If the board of directors resolves to establish committees, e.g., an audit committee and/or a remuneration committee, then additional fees shall be payable for committee work in the amount of SEK 25,000 to each committee chairman and of SEK 15,000 to each other member of a committee who is not an employee of the company, however not to exceed SEK 100,000 for all committee members.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 20,000,000. Each share carries one (1) vote. Hence, the total number of votes in the Company as of the date hereof amounts to 20,000,000. The Company holds no own shares.
Miscellaneous
Complete proposals and other documents that shall be available in accordance with the Swedish Companies Act will be available at the Company’s website www.troax.com and at the Company’s premises at Tyngel 34 in Hillerstorp from the date of this notice and will be sent to shareholders who request it and provide their e-mail or postal address.
Gnosjö in May 2015
Troax Group AB (publ)
The Board of Directors
Thomas Widstrand
President and CEO
Troax Group AB
Box 89
330 33 Hillerstorp
46 (0)370-82831
http://www.troax.com
thomas.widstrand@troax.com
About Troax
Troax is the leading global supplier of indoor perimeter protection (“metal-based mesh panel solutions”) for the market segments: Automation & Robotics, Material Handling & Logistics and Property Protection. Troax develops high quality and innovative safety solutions to protect people, property and processes.
Troax Group (publ), Reg. No. 556916-4030, has a global organisation with an unparalleled sales force and efficient logistics setup, enabling local presence and short delivery times in 31 countries. In 2014 Troax net sales amounted to around EUR 90 million and the number of employees amounted to about 400 persons. The Company’s head office is located in Hillerstorp, Sweden.
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