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Notice of Annual General Meeting of Mr Green & Co AB (publ)

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The shareholders of Mr Green & Co AB (publ), Corporate Registration Number 556883-1449 (“the Company”) are hereby invited to the Annual General Meeting on Thursday, 24 April 2014 at 5.30 p.m. at the Best Western Premier Hotell Kung Carl, Birger Jarlsgatan 21 in Stockholm, Sweden.

A. Right to participate in the Meeting

Shareholders who wish to participate in the Meeting must be included in the shareholders’ register maintained by Euroclear Sweden AB as of Wednesday, 16 April 2014, and notify the Company of their participation not later than 16 April 2014 at the following address: Mr Green & Co AB, Sibyllegatan 17, SE-114 42 Stockholm, or by e-mail: info@mrgco.se.

In their notification of attendance, shareholders must state their name, personal identification number or corporate registration number, address, telephone number, e-mail address, any assistants and shareholdings. Proxy forms for shareholders wishing to participate in the Meeting via proxy will be available from the Company’s website www.mrgco.se. Shareholders represented by proxy are to issue a dated 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 corresponding document for the legal entity is to be appended to the notification of attendance. The power of attorney and registration certificate should be sent to the Company at the aforementioned address well in advance of the Meeting. The power of attorney document may not be more than five years old.

Shareholders whose shares are registered with a bank’s custody services department or another nominee must temporarily re-register their shares in their own name with Euroclear Sweden AB to be able participate in the Meeting. Such re-registration must be completed by 16 April 2014, and the nominee must thus be informed well in advance of this date.

B. Items of business at the Meeting

Proposed agenda

  1. Opening of the Meeting
  2. Election of Chairman of the Meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of two officers to verify the minutes
  6. Determination of whether the Meeting has been duly convened
  7. CEO’s presentation
  8. Presentation of the submitted Annual Report and the Auditor’s Report, and the Consolidated Financial Statements and the Group Auditor’s Report
  9. Resolutions regarding:
    a) adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet
    b) appropriation of the Company’s profits according to the adopted Balance Sheet
    c) discharge from liability of the Board of Directors and the CEO
  10. Determination of the number of Board members
  11. Determination of remuneration of the Board of Directors
  12. Determination of remuneration of the auditor
  13. Election of Board members
  14. Board of Directors’ motion concerning the composition of the Nomination Committee
  15. Board of Directors’ motion concerning approval of guidelines for remuneration of senior executives
  16. Motion concerning a share split and automatic redemption procedures involving:
    a) resolution regarding amendment of the Articles of Association
    b) resolution regarding the implementation of the share split
    c) resolution regarding amendment of the Articles of Association
    d) resolution regarding reduction of share capital through automatic redemption of shares, and
    e) resolution regarding increase of share capital through bonus issue
  17. Approval of transfer of warrants
  18. Board’s motion for resolution regarding authorisation for the Board to make minor adjustments to resolutions made at the Meeting in conjunction with registration with the Swedish Companies Registration Office and Euroclear Sweden AB
  19. Closing of the meeting

Motions for resolution, etc.

The Nomination Committee’s proposals relating to Items 2, 10–14 on the agenda

In addition to the Chairman of the Board, the Nomination Committee comprises representatives appointed by the three largest shareholders, who are each entitled to appoint one Board member to the Nomination Committee. The current Nomination Committee comprises Dimitrij Titov, Eva Lindqvist and the Chairman of the Board, Tommy Trollborg.

Item 2 – Election of Chairman of the Meeting
The Nomination Committee proposes that attorney-at-law Dimitrij Titov be appointed Chairman of the Meeting.

Item 10 – Determination of the number of Board members

The Nomination Committee proposes that the Board of Directors comprise four (4) regular members and no deputy members.

Item 11 – Determination of remuneration of Board of Directors

The Nomination Committee proposes that the Board of Directors be paid fees totalling SEK 800,000, of which SEK 350,000 to the Chairman of the Board and SEK 150,000 to each of the other Board members.

Item 12 – Determination of remuneration of the auditors

Remuneration of auditors is to be paid in accordance with approved invoices.

Item 13 – Election of Board members and Chairman of the Board

The Nomination Committee proposes the re-election of Tommy Trollborg, Henrik Bergquist and Hans Fajerson, as and the election of new Board member Per Norman. It is proposed that Tommy Trollborg be re-elected as Chairman of the Board. Board member Fredrik Sidfalk has declined re-election. A detailed description of the proposed members is available at the Company’s website, www.mrgco.se.

Item 14 – Resolution concerning the Nomination Committee
The Nomination Committee proposes that its members comprise Chairman of the Board Tommy Trollborg, Dimitrij Titov and Mats Svensson until the 2015 AGM. The Nomination Committee’s period in office extends until such time as a new Nomination Committee is appointed. The Nomination Committee is to appoint a member, who is not the Chairman of the Board, from among its ranks as Chairman of the Nomination Committee. Should a member of the Nomination Committee step down from the Committee before the 2015 AGM, the members of the Nomination Committee are entitled to jointly appoint another representative of the major shareholders to replace the outgoing member.

The Nomination Committee is to draft proposals on the following issues for resolution by the 2015 AGM:

  • nomination of Chairman of the Meeting
  • composition of the Board of Directors
  • nomination of Chairman of the Board
  • remuneration of Board members
  • remuneration of auditors
  • Nomination Committee for 2015 AGM

The Board of Directors’ motions for resolution concerning Items 9b, 15–18 on the agenda

Item 9 b – Appropriation of the Company’s profits

The Board of Directors proposes that no dividend be paid for the 2013 fiscal year. The Board of Directors has proposed a redemption procedure as specified in Item 16 below.

Item 15 – The Board of Directors’ motions for resolution concerning approval of guidelines for remuneration of senior executives

A Remuneration Committee elected from within the Board’s ranks is assigned the task of preparing guidelines for salaries and other employment conditions for the CEO and other senior executives and presenting proposals to the Board for a decision on such matters. The Board is to determine the salary and other remuneration paid to the CEO. The CEO is to determine the salary and other remuneration paid to other senior executives in accordance with the Board’s guidelines. The term “other senior executives” refers to two individuals who, in addition to the CEO, constitute Group Management. Basic remuneration levels are to be market based. Remuneration comprises a fixed basic salary, variable remuneration calculated according to predetermined targets, other benefits, pension and financial instruments in the form of warrants. The division between fixed salary and variable remuneration is to be proportionate to the executive’s responsibilities and authorities. The variable remuneration for the CEO and other senior executives may not exceed 50% of their fixed salary. Pensions are to be based on defined-contribution solutions. The period of notice from the Company is not to exceed six months. During the notice period of not more than six months, full salary and employment benefits are to be paid. Decisions regarding share and share-price-based incentive programmes are made by the General Meeting.

Item 16 – Motion concerning a share split and automatic redemption procedures:
The Board of Directors proposes that the Annual General Meeting pass a resolution on an automatic redemption procedure in accordance with the conditions presented in items 16 a) to 16 e) below. It is proposed that all the resolutions be contingent upon each other and that they are passed together as a single motion. For valid resolutions, the resolution must have the support of not less than two-thirds of both the votes cast and the number of shares represented at the Meeting.

resolution regarding amendment of the Articles of Association (Item 16 a)
The Board of Directors proposes that the Annual General Meeting pass a resolution to amend the Articles of Association, whereby the limits on the share capital and the number of shares in the Company are changed to the following new wording.

Article 4 Share capital
Share capital shall not be less than SEK 30,000,000 and not more than SEK 120,000,000.

Article 5 Number of shares
The number of shares in the company shall not be less than 30,000,000 and not more than 120,000,000.

resolution regarding the implementation of the share split (Item 16 b)
The Board of Directors proposes that the Annual General Meeting pass a resolution to implement a split of the Company’s shares, known as a share split, whereby one existing share in the Company is split into two shares, one of which will constitute what is known as a “redemption share.” The Board of Directors proposed that the record date for the share split be on 14 May 2014. After the share split, the total number of shares in the Company will be 71,698,826.

resolution regarding amendment of the Articles of Association (Item 16 c)
The Board of Directors proposes that the Annual General Meeting pass a resolution to amend the Articles of Association, whereby the limits on the share capital and the number of shares in the Company are changed to the following new wording.

Article 4 Share capital
Share capital shall not be less than SEK 15,000,000 and not more than SEK 60,000,000.

Article 5 Number of shares
The number of shares in the company shall not be less than 15,000,000 and not more than 60,000,000.

resolution regarding reduction of share capital through automatic redemption of shares (Item 16 d)
The Board of Directors proposes that the Annual General Meeting pass a resolution to reduce the share capital by SEK 17,924,706.50 through a withdrawal of 35,849,413 shares for repayment to shareholders. The shares that are to be withdrawn consist of the shares that, after the share split is implemented as specified above, are designated redemption shares in Euroclear Sweden AB’s system. Payment for each redemption share shall be SEK 1.30, which exceeds the share’s quotient value by SEK 0.80. The redemption liquidity thus totals not more than SEK 46,604,236.90. The Board of Directors proposes that trade in redemption shares is to be conducted during the period from and including 16 May 2014 up to and including 2 June 2014. The Board of Directors further proposes that 5 June 2014 shall the record date for the withdrawal of redemption shares. Payment is expected to be implemented through Euroclear Sweden AB on 11 June 2014.

Resolution regarding increase of share capital through bonus issue (Item 16 e)
To effect a time-efficient redemption procedure without requirements for a permit from the Swedish Companies Registration Office or a general court, the Board of Directors proposes that the Annual General Meeting pass a resolution to restore the Company’s share capital to its original amount by increasing the share capital by SEK 17,924,706.50 through a bonus issue, through transfers from the Company’s unrestricted equity to the Company’s share capital. No new shares are to be issued in connection with the increase of share capital.

Item 17 – Approval of transfer of warrants
At the Extraordinary General Meeting of the Company on 19 March 2014, it was resolved to initiate a warrant programme through the issue of 1,400,000 warrants to the Company’s subsidiary, Mr Green & Co Optionsbärare AB, Corp. Reg. No. 556961-2228 (“the Subsidiary”), with certain senior executives in the Company and its Swedish and Maltese subsidiaries entitled to acquire warrants from the Subsidiary. The contents of the above-mentioned resolution was presented in the notice that preceded the Extraordinary Meeting on 19 March 2014 and can be found at the Company’s website, www.mrgco.se, along with the Board of Directors’ complete motions for resolutions. A senior executive identified by the Board of Directors as one of the persons who is to be offered warrants for acquisition is the now-proposed Board member, Per Norman. It remains the view of the Board of Directors and the single largest shareholder that Per Norman should be offered warrants and the Board of Directors thus proposes that the AGM approve the transfer of no more than 250,000 warrants to Per Norman on terms corresponding to those applicable to the resolution passed at the Extraordinary General Meeting on 19 March 2014. This means, for example, that acquisitions are to take place at the current market value at the time.

Allotment requires both that warrants can be legally acquired and that, in the Board’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources. Applications for acquisition of warrants must be submitted not later than 25 April 2014 and in blocks corresponding either to the highest number of warrants offered or reduced by blocks of 10,000 warrants. Warrants are to be allotted in whole blocks of 10,000 warrants.

Warrants are to be transferred on market-based terms and conditions at a price determined on an estimated market value for the warrants by applying the Black & Scholes valuation model calculated by an independent valuation agency. The Board of the Company shall be able to cancel warrants that are not transferred to employees or warrants that are not re-purchased from employees. Such cancellation is to be registered with the Swedish Companies Registration Office.

Item 18 – Minor adjustments
It is proposed that the AGM authorise the Board or the party appointed by the Board to make minor adjustments to the resolutions passed at the AGM should they be required in conjunction with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

C. Disclosures, documentation and number of shares and votes

For valid resolutions pursuant to Item 16 above, the resolution must have the support of not less than two-thirds of both the votes cast and the number of shares represented at the Meeting, and for valid resolutions pursuant to Item 17 above, the resolution must have the support of not less than nine-tenths of both the votes cast and the number of shares represented at the Meeting.

If requested by a shareholder and if the Board believes that such action can take place without any material harm to the Company, the Board and CEO are to provide disclosures about circumstances that may influence the assessment of an item of business on the agenda, circumstances that may affect the Company’s financial position, the Company’s relationship with another Group company and the consolidated financial statements.

The financial statements, auditor’s report and the Board of Directors’ complete proposals as specified above, along with related statements and reports in accordance with the Swedish Companies Act, will be available at the Company and its website, www.mrgco.se, not later than three weeks prior to the Meeting. These documents will also be sent to shareholders requesting such documentation and who have provided their postal address.

The total number of shares and votes in the Company on the publication date of this notice was 35,849,413.

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