The shareholders in EKOBOT AB (publ), corporate identity number 559096–1974, (the “Company”) are hereby summoned to the Annual General Meeting on 12 May 2022.
In view of the risk of spreading Covid-19 and the authorities' regulations and advice on avoiding meetings, the Board has decided on the basis of temporary legal rules that the meeting shall be conducted without physical presence by shareholders exercising their voting rights only by postal ballot.
Information about the decisions made by the Annual General Meeting will be published on 12 May 2022 through a press release.
RIGHT TO PARTICIPATE AND REGISTER
Shareholders who wish to attend the Annual General Meeting must:
• be entered in the share register kept by Euroclear Sweden AB on 4 May 2022
• no later than 11 May 2022, register for participation in the Extraordinary General Meeting by submitting a complete postal voting form and, where applicable, proxies, registration certificates and other corresponding authorization documents in accordance with instructions under the heading "Information on postal voting" below.
MANAGER-REGISTERED SHARES
Shareholders who have had their shares registered with a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to participate in the Annual General Meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 6 May 2022 are taken into account in the production of the share register.
POST VOTING INFORMATION
Postal voting procedure
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting, in accordance with section 22 of the Act (2022: 121) on temporary exemptions to facilitate the conduct of general and association meetings.
A special form must be used for postal voting. The digital form will be available on the Company's website (www.ekobot.se). The postal voting form applies as a notification to the Annual General Meeting. The form must be completed and submitted electronically by 11 May 2022. A postal vote can be revoked until 11 May 2022. If two or more forms have the same date, only the form last received will be considered.
Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the vote (ie the postal vote in its entirety) is invalid. Further instructions can be found in the postal voting form.
In the postal voting form, the shareholders may request that decisions in one or more of the matters on the proposed agenda as described below be postponed to a so-called continued general meeting, which may not be a pure postal voting meeting. Such a continued Annual General Meeting shall take place if the Annual General Meeting so decides or if the owner of at least one tenth of all shares in the Company so requests.
Postal voting by proxy
Shareholders who vote by mail through a proxy must issue a written and dated power of attorney for the proxy in writing by the shareholder. If postal voting takes place with the support of a power of attorney, the power of attorney must be attached to the postal voting form. If the power of attorney has been issued by a legal entity, a copy of registration certificate is attached to the postal voting form or, if such a document does not exist, the corresponding authorization document. Proxy forms for shareholders who wish to vote by mail through proxies will be available on the Company's website (www.ekobot.se).
DRAFT AGENDA
1. Opening of the meeting
2. Election of chairman at the meeting
3. Establishment and approval of the ballot paper
Selection of one or two adjusters
5. Examination of whether the meeting has been duly convened
6. Approval of agenda
7. Presentation of the annual report and auditor's report
8. Decide on
a. Adoption of the income statement and balance sheet;
b. Disposition regarding the limited company's profit or loss according to the approved balance sheet, and
c. discharge of liability for the members of the Board of Directors and the President
9. Determination of fees to the Board and auditor
10. Election to the Board and auditor
11. Decision on guidelines for the appointment of the Nomination Committee
12. Resolution to authorize the Board of Directors to decide on new issue of shares, issue of warrants and / or convertibles
13. Closing of the meeting
PROPOSITION FOR RESOLUTION
Item 2 – Election of chairman of the meeting
The Nomination Committee proposes the Chairman of the Board, Thomas Lindgren, as Chairman of the Annual General Meeting or, in his absence, the person appointed by the Board.
Item 3 – Establishment and approval of the ballot paper
The Board of Directors proposes that the Annual General Meeting approve the voting list that has been drawn up by the company, based on the Annual General Meeting share register and the votes received, checked by the adjuster.
Item 4 – Election of one or two adjusters
The Board of Directors proposes that Toms Täuber be appointed as an adjuster, or if he is unable to attend the meeting, another person appointed by the Board. The adjuster's assignment also includes checking the voting list and that incoming mail votes are correctly reproduced in the minutes of the meeting.
Item 8b – Allocation of profits
The Board proposes to the Annual General Meeting to dispose of the Company's results in accordance with the Board's proposal in the annual report.
Item 9 – Determination of fees to the Board and auditor
The Nomination Committee proposes that board fees be paid in the amount of SEK 136,400 (corresponding to two income base amounts) to the Chairman of the Board and in the amount of SEK 68,200 (corresponding to one income base amount) to each of the other Board members. Fees to the auditor are proposed to be paid according to an approved invoice.
Item 10 – Election to the Board and auditor
The Nomination Committee proposes re-election of the current Board members Ulf Nordbeck, Thomas Lindgren, Mattias Jansson, Sina Vosough and Victoria Woyland, and that Thomas Lindgren be re-elected as Chairman of the Board. Thus, the board shall consist of five members.
More information about the members proposed for re-election can be found on the company's website and in the annual report for 2021.
The Nomination Committee further proposes that Grant Thornton Sweden AB be elected as the auditing company for the period from the 2022 Annual General Meeting until the end of the 2022 Annual General Meeting. Grant Thornton has announced that Michael Palm will continue to be the principal auditor, provided the AGM approves the proposal.
Item 11 – Resolution on guidelines for the appointment of a nomination committee
The Nomination Committee proposes that the following principles shall continue to apply to the appointment of the Nomination Committee.
The Chairman of the Board is instructed to contact the three largest registered shareholders in terms of votes by 30 September 2022 and ask them to appoint one member each to the Nomination Committee. If any of these shareholders does not wish to appoint a member, the next shareholders in the order of magnitude are asked to appoint a representative to the Nomination Committee. The Nomination Committee shall appoint a chairman from within itself, the Chairman of the Board or another Board member may not, however, be appointed Chairman of the Nomination Committee. The names of the Nomination Committee's members shall be published in the company's interim report for the first three quarters of the year.
If a member leaves the Nomination Committee before its work is completed, if necessary, a replacement for the member shall be appointed by the shareholder who appointed the resigning member, or if this shareholder is no longer one of the three largest owner-registered shareholders, the largest shareholder of the three largest owner-registered or otherwise known, the shareholders who have not appointed a member of the Nomination Committee.
Item 12 – Resolution to authorize the Board of Directors to decide on a new issue of shares, issue of warrants and / or convertibles
The Board of Directors proposes that the Annual General Meeting resolves, in order to enable the Board of Directors to provide the company with working capital and / or new owners of strategic importance for the company to authorize the Board of Directors to decide on a new issue of shares, warrants and warrants. / or convertibles, with or without deviation from the shareholders' preferential rights. The Board shall also have the right to decide whether payment for new shares shall be made in cash or by non-cash or set-off. The number of shares that can be issued and the number of shares that can be converted / subscribed for must total a maximum of a number of shares that entails an increase in the share capital of a maximum of twenty 20 percent based on the total share capital in the company at the time of the 2022 Annual General Meeting.
In order not to disadvantage the company's current shareholders in relation to the outside investor or investors who may subscribe for shares in the company, the Board intends to determine the issue price for issues deviating from the shareholders' preferential rights to close to the market level, subject to market issue discount., which the company's board of directors deems to prevail on each individual occasion.
The Board, or the Board appointed by it, shall be authorized to make the minor adjustments to the resolutions of the Annual General Meeting that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Resolutions pursuant to this item require, for its validity, that the proposal be supported by shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
OTHER
Documents and information
The notice contains complete resolution proposals. Documents in accordance with the Swedish Companies Act as well as accounting documents and the auditor's report for 2021 will be kept available to shareholders at the Company three weeks before the meeting and will be sent free of charge to those shareholders who request it and state their postal address. The documents will also be published on the Company's website, https://www.ekobot.se/, no later than the same day.
According to ch. 7, shareholders have Section 32 of the Swedish Companies Act rightly requests information from the Board of Directors and the CEO regarding circumstances that may affect the assessment of a matter on the agenda or of the Company's financial situation. The Board of Directors and the President shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company.
Requests for such information must be submitted in writing to the Company no later than ten (10) days before the meeting, ie. no later than 2 May 2022, to the Company's address EKOBOT AB (publ), Slakterigatan 10, 721 32, Västerås or via e-mail to info@ekobot.se. Information is provided by the Company by keeping it available on the Company's website (www.ekobot.se) and at the Company at the above address no later than five (5) days before the meeting, ie. on May 7, 2022. The information is also sent to shareholders who have requested it and who have provided their address.
Processing of personal data
The personal data collected from the share register kept by Euroclear Sweden AB, notifications received, postal voting forms and information on proxies and assistants will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, minutes of the Annual General Meeting. For further information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Number of shares and votes
At the time of issuing this notice, the total number of shares in the Company amounts to 2,374,670 shares, corresponding to 2,374,670 votes. The company does not hold any own shares.
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Västerås in April 2022
EKOBOT AB (publ)
The board
