Annual general meeting 2016

Annual general meeting 2016

The Annual General Meeting (AGM) for financial year 2015 will be held on Tuesday 28 June 2016, at 16.00 at OrganoClick's office at Linjalvägen 9, 187 66 Täby.

PARTICIPATION

Shareholders who wish to attend the AGM shall be registered in OrganoClick’s shareholder register, kept by Euroclear Sweden AB, on the 21st of June 2016, and give notification of attendance to the company by mail to OrganoClick AB (publ), Linjalv. 9, 187 66 Täby or by email to ir@organoclick.com.

NOTIFICATION OF ATTENDANCE

Notification of attendance shall be given to the company no later than 21st of June 2016. Name, personal- or corporate identification number and phone number shall be specified in the notification. In the notification shall also be specified the number of advisers (maximum two) that will attend the AGM. Shareholders who exercise his or her rights through a proxy shall submit a written proxy form signed and dated by the shareholder. The signed proxy form, and for a juridical person a certified copy of the company registration, shall be sent to the company well in advance but no later than the 21st of June 2016. A proxy form may not be more than one year old; however the proxy’s date of expiry may be five years if this is specified. Proxy forms may be downloaded from the company’s homepage www.organoclick.com.      

Shareholders who’s holdings are registered in the name of a nominee must register the shares in their own name with Euroclear to be entitled to participate in the AGM. Such registration must be completed not later than the 21st of June, 2016. Contact with the nominee should therefore be taken well ahead of this date.

Proposed agenda

1. Opening of the AGM

2. Election of a chairman of the meeting

3. Election of one or two persons to verify the minutes

4. Preparation and approval of the voting register

5. Approval of the agenda

6. Determination of whether the meeting has been duly convened

7. Presentation of the Annual Report and the Audit Report for 2015 and the Consolidated Annual Report and Consolidated Audit Report for 2015

8. Resolution concerning the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet

Board’s motion: Income statements and balance sheets to be adopted

9. Resolution concerning the disposition of the company’s profits or losses at the disposal of the Annual General Meeting

Board’s motion: See below

10. Resolution concerning the discharge of the Board of Directors and the CEO from personal liability for their administration

11. Determination of the number of directors, deputy directors and auditors

Nomination committee’s motion: See below

12. Determination of the fees to be paid to the Board of Directors and auditors

Nomination committee’s motion: See below

13. Election of directors and deputy directors

Nomination committee’s motion: See below

14. Election of auditors

Nomination committee’s motion: See below

15. Nominating procedure and election of Nomination Committee

Nomination committee’s motion: See below

16. Any other issue

17. Closing of the AGM

Motions 

Item 9: Resolution concerning the adoption of the company’s disposition of the company´s result.

The Board and the CEO propose that the parent companny’s avaliable funds of SEK 62,500,373 will be carried forward into the new account

Item 2, 11 and 13: Election of a chairman of the meeting, election of Board of Directors and Chairman of the Board

The company had by the time of this notion not received a propose from the nomination committee regarding election of a chairman of the meeting (item 2), determination of the number of directors, deputy directors and auditors (item 11) and election of directors and deputy directors (item 13). As soon as the company has received a propose from the nomination committee it will be made public. The nomination committee proposes that the number of auditors shall be one. 


Item 12: Fees to the directors and the auditor

The nomination committee proposes that the chairman shall receive a fee of SEK 200.000 and the other directors shall receive a fee of SEK 100.000 each.

It is proposed that audit fees will be paid in accordance with approved invoices.

Item 14: Election of auditor

The nomination committee proposes re-election of Deloitte AB as auditor, with the authorized auditor Therese Kjellberg as the principal auditor, for a mandate period of one year, meaning until the end of the 2017 Annual General Meeting. 

Item 15: Nominating procedure and election of nomination committee

The nomination committee proposes to the AGM to give the Chairman of the Board the mission to requests the five largest (voting power) shareholders registered in the company’s share register kept by Euroclear Sweden AB on the last bank day of August 2016 to elect one member each to the nomination committee. If any of the five largest shareholders denays his or her right to elect a member to the nomination committee, the next largest shareholder shall be requested to elect a member to the nomination committee. If any change in the ownership structure occurs before the end of the fourth quarter, the nomination committee shall if deemed appropriate, be adapted to the new ownership structure.        

The nomination committee shall before the AGM 2017 make a proposal to the AGM regarding (i) Chairman of the AGM, (ii) election of board of directors, (iii) election of the chairman of the board, (iv) election of auditor, (v) fees to the board of directors and the auditor, and (vi) nomination procedure and election of nomination committee.

Fees shall not be given to the member of the nomination committee. The nomination committee shall have the right to, after permission from the chairman of the board; debit the company costs for e.g. recruitment consultants and other costs that are deemed necessary for the nomination committee to fulfill its work.

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If any of the shareholders so requests and the Board of Directors decides it to be without substantial damage for the company, the Board of Directors and the CEO shall leave information on the AGM regarding circumstances that can affect the judgment of an item on the agenda and circumstances that can affect the judgement of the company´s financial situation. This also applies to the consolidated financial statements and other group companies.

The company’s financial statements and audit report are available on the company’s website at www.organoclick.com, and also available at the company’s office and will be sent to any shareholders who so request and who provide their mailing address. 

Welcome!

Stockholm, May 2016

The Board of Directors

Mårten Hellberg, CEO OrganoClick AB, phone: +46 (0)8-684 001 10