CONVENING NOTICE OF ANNUAL GENERAL MEETING OF ORGANOCLICK AB (publ)
PARTICIPATION
Shareholders who wish to attend the AGM shall be registered in OrganoClick’s shareholder register, kept by Euroclear Sweden AB, on May 9, 2022, 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 May 9, 2022. 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, at the above postal address, well in advance but no later than May 9, 2022. 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 to be entitled to participate in the AGM. Such registration must be completed with Euroclear Sweden AB no later than on May 9, 2022. Contact with the nominee should therefore be taken well ahead of this date.
Proposed agenda
1. Opening of the AGM and election of the Chairman of the general meeting
Nomination Committee’s motion: See below
2. Establishment and approval of the list of voters
3. Election of one or two persons to countersign the minutes
4. Approval of the agenda
5. Determination of whether the general meeting was duly convened
6. Presentation of the CEO and questions from the shareholders to the Board of Directors and Management
7. Presentation of the Annual report and the Auditor's report as well as the consolidated accounts and the consolidated Auditor's report
8. Resolution concerning the adoption of the income statement, balance sheet, 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 profits or losses according to the approved balance sheet
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 Board members, any alternates
Nomination Committee’s motion: See below
12. Determination of the fees for the Board of Directors and the auditor
Nomination Committee’s motion: See below
13. Election of Board members and Chairman of the Board
Nomination Committee’s motion: See below
14. Election of auditor
Nomination Committee’s motion: See below
15. Nomination procedure and appointment of Nomination Committee
Nomination Committee’s motion: See below
16. Resolution on authorization for the Board of Directors to resolve upon issue of shares
Board’s motion: See below
17. Any other issue
18. Closing of the AGM
Proposed resolutions
Item 1: Election of the Chairman of the general meeting
The Nomination Committee proposes that Jan Johansson, OrganoClick’s Chairman of the Board, is elected as the Chairman of the AGM
Item 9: Resolution concerning the disposition of the profits or losses
The Board of Directors and the Chief Executive Officer propose that the Parent Company’s funds at the AGM’s disposal, SEK 112,539,782 be carried forward into new account.
Item 11 and 13: Election of Board members and Chairman of the Board
The Nomination Committee proposes the re-election of the current Board members Jan Johansson, Charlotte Karlberg, Claes-Göran Beckeman, Håkan Gustavson and Malin Bugge. The Nomination Committee proposes the re-election of Jan Johansson as Chairman of the Board.
Item 12: Determination of the fees for the Board of Directors and the auditor
The Nomination Committee proposes that the Chairman of the Board shall receive a fee of SEK 500,000 and other Board members a fee of SEK 125,000 each.
The auditor is proposed to be paid for work performed according to approved invoice.
Item 14: Election of auditor
The Nomination Committee proposes re-election of PricewaterhouseCoopers AB as auditor, with the authorized auditor Sebastian Ionescu as the principal auditor, for a mandate period of two years, meaning until the end of the 2024 Annual General Meeting.
Item 15: Nomination procedure and appointment of Nomination Committee
The Nomination Committee proposes that the Annual General Meeting resolves to charge the Chairman of the Board with the task of inviting the three shareholders that represent the largest number of votes, according to Euroclear Sweden AB's printout of the shareholder register as of the last business day in August 2022, to each appoint one member of the Nomination Committee in addition to the Chairman of the Board. Should any of the three major shareholders waive the right to appoint a member of the nomination committee, the right shall instead pass to the next largest shareholder. In the event that the ownership structure changes before the end of the fourth quarter, the composition of the Nomination Committee shall be updated to reflect the new ownership structure, if possibe and considered appropriate.
The Nomination Committee shall for the Annual General Meeting 2023 prepare proposals for (i) the Chairman of the Annual General Meeting, (ii) the election of the Board of Directors, (iii) the election of the Chairman of the Board, (iv) the election of the auditor, (v) the remuneration of the Board of Directors and the auditor and (vi) the criteria for appointments to the Nomination Committee.
Members of the Nomination Committee shall not receive a fee. The Nomination Committee shall, upon the Chairman of the Board’s approval, have the right to burden the Company with costs, for example related to recruitment consultants, or other costs necessary for the Nomination Committee to fulfil its duties.
Item 16: Resolution on authorization for the Board of Directors to resolve upon issue of shares
The Board of Directors proposes that authorization be given to the Board of Directors to, during the period untilthe next Annual General Meeting and on one or more occasions, resolve on a new issue of shares, subscription warrants, 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. The issue may at most increase the share capital by 10 percent or SEK 97,950 (corresponding to 9,795,000 shares).
Such an issue of shares may be carried out with deviation from the shareholders’ preferential rights to subscribe for new shares. In the event of deviation from the shareholders’ preferential rights, the issue price must be determined on the basis of market conditions. The Board of Directors further proposes that the Annual General Meeting authorizes the Board of Directors or a person whom the Board of Directors appoints to make such minor adjustments of the resolution above that are required in order to register the resolution with the Swedish Companies Registration Office.
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Majority rules
A resolution according to the Board of Directors' proposal under item 16 requires for its validity that shareholders representing a minimum of two-thirds of the votes cast and the shares represented at the AGM support the resolution.
Other informationComplete proposals for resolutions, financial statements, audit reports and other documents related to the Annual General Meeting will be available at the Company's office at Linjalvägen 9, 187 66 Täby, and at the Company's website, www.organoclick.com/about/corporate-governance/general-meeting, no later than April 13. The documents will also be sent without charge to shareholders who specifically requests it, stating their postal address.
The Board of Directors and the Chief Executive Officer shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda and on circumstances which may affect the assessment of the Company's or any subsidiary’s financial position or the Company's relationship to other Group companies. Such requests must be received by the Company by May 7 at the latest, by email to ir@organoclick.com, or by post to the address stated above.
The information will be available on the Company's website and at its office by May 12 at the latest. Information will also be sent upon request to shareholders who state their postal addresses.
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Welcome!Stockholm, April 2022OrganoClick AB (publ)The Board of Directors
This disclosure contains information that OrganoClick AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 13-04-2022 21:38 CET.
