Xhail AB (publ) - Annual General Meeting of Shareholders
The shareholders of Xhail AB (publ), company registration number 556658-6797 (the “Company”), are hereby invited to participate in the Annual General Meeting (“AGM”) to be held June 28, 2021 at 10am at the Company’s office at Eriksbergsgatan 10, 114 30 Stockholm, Sweden.
Information about the coronavirus
As a precautionary measure to reduce the risk of spreading the corona virus, the Board of Directors have decided that no food or beverages will be served. Only a few people from the Board of Directors and management will be present at the AGM, with the goal that the AGM will be short and effective and thus reducing the risk of contamination. For shareholders who feel worried about the risk of contamination or who belong to one of the risk groups, we would like to remind you of the opportunity to participate at the AGM by proxy instead of attending in person. The Board of Directors also asks shareholders who suspect they are infected, have experienced corona virus symptoms for the past two weeks not to attend in person but to attend via proxy. This also applies to those who have been in close contact with someone who is infected with the corona virus.
Participation
Shareholders that wish to participate in the procedures at the AGM must:
- by no later than June 17, 2021 be recorded as shareholders in the share register kept by Euroclear Sweden AB, and
- by no later than June 21, 2021 give notice to the Company of their intention to participate in the AGM. Notice shall be given in writing by e-mail at anders@xhail.com (marked AGM Xhail) or by mail addressed to Xhail AB (publ), Eriksbergsgatan 10, 11430 Stockholm, Sweden. In providing such notice the shareholder should state its name, address, personal registration number or company registration number, telephone number, shareholdings and if applicable, the number of accompanying assistants (a maximum of two). The notice must also, where applicable, for example regarding legal entities, be accompanied by complete authorization documents such as a registration certificate or equivalent.
Representatives etc.
Shareholders who are represented by proxy must submit to the Company a written, signed and dated power of attorney for the representative. The period of validity of the power of attorney may not exceed five years provided it has been specifically stated. If no period of validity is stated, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent must be submitted to the Company by mail together with the original copy of the power of attorney in good time before the AGM at the address mentioned above. The registration certificate may not be issued earlier than one year before the date of the AGM. Power of attorney forms are available at the Company’s website www.xhail.com.
Nominee-registered shares
Shareholders who have their shares nominee-registered through a bank or other nominee must, in order to have the right to participate at the AGM, request to be recorded as shareholders, in their own name, in the share register kept by Euroclear Sweden AB (so-called voting rights registration). The nominee must have completed the voting rights registration with Euroclear Sweden AB no later than June 21, 2021, which means that shareholders who wish to register such voting rights must notify the nominee in good time before the said date.
Proposed agenda
- Election of chairman of the meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of annual report and auditor's report as well as consolidated accounts and consolidated auditor's report.
- Resolution regarding:
- adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
- allocation of the company’s profits and losses as set forth in the adopted balance sheet
- discharge from liability for members of the board of directors and the managing director
- Determination of the number of members of the board of directors and auditors
- Determination of fees to the board of directors
- Election of members of the board of directors
- Closing of the meeting
Item 8
Shareholders representing approximately 38% of the votes in the Company propose that the AGM resolves that the Board shall consist of three (3) ordinary Board members.
Item 9
Shareholders representing approximately 38% of the votes in the Company propose that the AGM resolves that, for the period until the next AGM no remuneration shall be paid to the board members.
Item 10
Shareholders representing approximately 38% of the votes in the Company propose that the AGM resolves to re-elect Anders Thorsell, Michael Kiely and Alexander J. Dessauer as ordinary Board members.
Number of shares and votes in the Company
At the time of the issuance of this notice, the total number of registered shares and votes in the Company amounts to 2 704 830 138. The Company does not hold any own shares.
Miscellaneous
The annual report and auditor's report will be kept available at the Company’s office and website www.xhail.com no later than three (3) weeks before the general meeting. The complete proposals under item 8-13 will be available at the Company’s office and website at the latest two (2) weeks prior the general meeting. Copies of the documents will be sent, free of charge, on request to such shareholders who provide their address from the date they come available. Shareholders of the Company are, where the board of directors believes that it that it may take place without significant harm to the Company, at the general meeting entitled to receive information in respect of any circumstances which may affect the assessment of a matter on the agenda (i.e. the right to request information pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act).
Stockholm in May 2021
Xhail AB (publ)
The Board of Directors