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NOTICE OF ANNUAL GENERAL MEETING IN ORGANOCLICK AB (PUBL)
The shareholders of OrganoClick AB (publ), 556704-6908, are hereby convened to the Annual General Meeting (AGM) on Thursday 3 May 2018, at 17.00 at OrganoClicks HQ and production facility, 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 26th of April 2018, and give notification of attendance to the company by mail to OrganoClick AB (publ), Linjalvägen 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 26 April 2018. 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 26 April 2018. 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 no later than Thursday, 26 April, 2018. 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 and secretary of the meeting
Board’s motion: See below
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 CEO and questions from the shareholders to the Board of Directors and Management
8. Presentation of the Annual Report and the Audit Report
9. 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
10. Resolution concerning the disposition of the profits or losses at the disposal of the Annual General Meeting
Board’s motion: See below
11. Resolution concerning the discharge of the Board of Directors and the CEO from personal liability for their administration
12. Determination of the number of directors, deputy directors and auditors
Nomination committee’s motion: See below
13. Determination of the fees to be paid to the Board of Directors and auditors
Nomination committee’s motion: See below
14. Election of directors and deputy directors
Nomination committee’s motion: See below
15. Election of auditors
Nomination committee’s motion: See below
16. Nominating procedure and election of Nomination Committee
Nomination committee’s motion: See below
17. Resolution regarding authorisation for the Board of Directors to resolve on new issues of shares
Nomination committee’s motion: See below
18. Any other issue
19. Stämmans avslutande
Motions
Item 2: Election of the Chairman of the AGM
The Nomination Committee proposes that Jan Johansson, OrganoClick's Chairman of the board is elected as the Chairman of the AGM
Item 10: Resolution concerning the adoption of the income statement and balance sheet of the company
The Board and the CEO propose that the parent companny’s avaliable profits of SEK 60 659 668 will be carried forward into the new account
Item 12 and 14: Election of Board of Directors and Chairman of the Board
The nomination committee proposes re-election of the directors Jan Johansson, Ashkan Pouya, Håkan Gustavson, Claes-Göran Beckeman and Armando Córdova.
The nomination commmitte proposes re-election of Jan Johansson as Chairman of the Board.
Item 13: Fees to the directors and the auditor
The nomination committee proposes that the chairman shall receive a fee of SEK 400.000 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 15: 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 2018 Annual General Meeting.
Item 16: 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 three largest (voting power) shareholders registered in the company’s share register kept by Euroclear Sweden AB on the last bank day of August 2017 to elect one member each to the nomination committee that together with the Chairman of the board will constitute the Election committee. If any of the three largest shareholders denies 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 2019 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.
Item 17: Resolution regarding authorisation for the Board of Directors to resolve on new issues of shares
The Board of Directors proposes that the AGM authorises the Board of Directors during the period until the next annual general meeting, on one or more occasions, to resolve on a new issue of shares, stock options, or convertible bonds with or without deviation from the shareholders’ preferential rights to be paid in cash, in kind or by right of set-off.
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As of Wednesday, 28th of March, 2018, the company’s financial statements and the Board’s complete motions, including statements, will be available at the company’s office and will be sent to any shareholders who so request and who provide their mailing address. These documents will also be available on the company’s website at www.organoclick.com.
Following the AGM, the company’s shareholders are invited to enjoy a lighter meal and a tour at the company’s production facility.
Welcome!
Stockholm, March 2018
The Board of Directors
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For more information, please contact:
Mårten Hellberg, CEO
0707 - 16 48 90, marten.hellberg@organoclick.com
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About OrganoClick
OrganoClick AB (publ) is a public Swedish cleantech company listed on Nasdaq First North. The company develops, produces and markets functional materials based on environmentally friendly fiber chemistry. Examples of products that are marketed by OrganoClick are the water-repellent fabric treatment OrganoTex®, the flame and rot-resistant timber OrganoWood®, green biocomposites branded OrganoComp®, biobinders for nonwoven materials and BIOkleen®s cleaning and maintenance products for house and home. OrganoClick was founded in 2006 as a commercial spin-off company based on research performed at Stockholm University and the Swedish University of Agricultural Sciences within environmentally friendly fiber chemistry. OrganoClick has won a number of prizes, such as "Sweden's Most Promising Start -up" and "Sweden's Best Environmental Innovation", and has also received a number of awards, such as the WWF "Climate Solver" award and has also appeared for two years on the Affärsvärldens and NyTekniks list of Sweden's top 33 hottest technology companies. OrganoClick has its head office, production and R&D located in Täby, north of Stockholm. OrganoClick's Certified Adviser on Nasdaq First North is Erik Penser Bank.
The information in this press release contains information that OrganoClick AB (publ) is obliged to release according to the EU's market regulation law number 596/2014. The information was published, of the contact person above, 28 March 2018 at 9:00.