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 16 May 2019, 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 10th of May 2019, 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 10 May 2019. 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 10th of May 2019. 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 Friday, 10th of May, 2019. 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. Closing of the AGM
Motions Item 2: Election of the Chairman of the AGM
The Nomination Committee proposes that Jan Johanson, 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 42577 333 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, Håkan Gustavson, Claes-Göran Beckeman and Armando Córdova. Ashkan Pouya has declined re-election due to commitments that prevents other board work. The nomination committee will during the coming year work with the proposal of an additional board member in front of next years AGM.
The nomination committee 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 2020 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 2019 to elect one member each who together with the Chairman of the Board will constitute the nomination 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 2020 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 Monday, 15th of April, 2019, 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, April 2019
The Board of Directors
Mårten Hellberg, CEO OrganoClick AB, phone: +46 (0)8-684001 10
