Notice of Extraordinary General Meeting of Mr Green & Co AB (publ)
The shareholders of Mr Green & Co AB (publ), Corporate Registration Number 556883-1449 (“the Company”) are hereby invited to the Extraordinary General Meeting on Thursday, 28 January 2016 at 5:30 p.m. at Advokatfirman Fylgia, Nybrogatan 11, 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 Friday, 22 January 2016, and notify the Company of their participation not later than 22 January 2016 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 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 22 January 2016, 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 persons to verify the minutes
6) Determination of whether the Meeting has been duly convened
7) Determination of the number of members of the board of directors
8) Election of new member of the board of directors
9) Determination of fee for new member of the board of directors
10)Closing of the Meeting
MOTIONS FOR RESOLUTION, ETC.
Item 2 – Election of Chairman of the Meeting
The Board proposes that attorney-at-law Dimitrij Titov be elected Chairman of the Meeting.
Item 7 – Determination of the number of members of the board of directors
The nomination committee proposes that the board of directors shall be comprised by five ordinary members.
Item 8 – Election of new director of the board
The nomination committee proposes that Kent Sander be elected new member of the board of directors. At present Kent Sander is e.g. chairman of the board of directors in Tobii, which shares are listed at Nasdaq Stockholm.
More detailed information regarding the proposed new member of the board of directors can be found on the Company’s website www.mrgco.se. Kent Sander is meant to assume the position as chairman of the board of directors at the annual general meeting 2016.
Item 9 – Determination of fee for new member of the board of directors
The nomination committee proposes that the fee to Kent Sander shall amount to SEK 50,000, which means an estimated proportional part of SEK 200,000 for the remaining period until the next annual general meeting.
C. Disclosures and number of shares and votes
Shareholders are reminded of their right to request information from the board of directors and the managing director in accordance with chapter 7 § 32 of the Swedish Companies Act (2005:551) on circumstances that could impact on the evaluation of an item on the agenda.
The total number of shares and votes in the Company on the publication date of this notice was 35,849,413. The Company is not holding any own shares.