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Notice of annual general meeting in Hövding Sverige AB (publ)

Notice of annual general meeting in Hövding Sverige AB (publ)

The shareholders of Hövding Sverige AB (publ) are hereby invited to attend the Annual General Meeting on Thursday 6 May 2021. Due to continued restrictions related to the COVID-19 pandemic, the board of directors has decided that the Annual General Meeting shall, by authority of temporary statutory requirements, be conducted without physical presence of shareholders, representatives or third parties and that the shareholders shall be able to exercise their voting rights only by postal voting before the meeting. Information on the resolutions passed at the meeting will be published on Thursday 6 May 2021, as soon as the outcome of the postal voting has been finally confirmed.

Right to participate
Shareholders who wish to participate in the Annual General Meeting by postal voting shall be recorded in the printout of the share register made by Euroclear Sweden AB (“Euroclear”) on 28 April 2021 and shall notify the company of their intention to attend the Annual General Meeting no later than 5 May 2021, by casting their postal votes in accordance with the instructions under the heading Postal voting below so that the postal votes are received by the company no later than 5 May 2021.

Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the meeting. Such registration must be effected with Euroclear no later than 28 April 2021. Shareholders must therefore inform their nominees and request re-registration of the shares well in advance thereof.

Postal voting
The shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance by so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for postal voting. The form is available on the company’s website, www.hovding.se. The postal voting form is considered as notification of attendance to the Annual General Meeting.

The completed voting form must be received by Hövding no later than 5 May 2021. The completed form shall be sent to Hövding Sverige AB (publ), Fredrik Carling, Bergsgatan 33, 214 22 Malmö, Sweden. The completed form can also be sent to ir@hovding.com.

If a shareholder submits a postal vote by proxy, a written and dated power of attorney, signed by the shareholder, shall be attached to the postal voting form. Proxy forms are available on the company’s web site www.hovding.se. If the shareholder is a legal entity, a certificate of registration or a corresponding document for the legal entity shall be attached to the form. The shareholder may not submit special instructions or conditions with the postal voting form. In such case, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.

Proposed agenda:

  1. Election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Election of one or more persons to verify the minutes
  4. Determination of whether the meeting has been duly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditor’s report
  7. Resolution in respect of
  8. a) adoption of the income statement and the balance sheet
  9. b) allocation of the company’s result according to the adopted balance sheet
  10. c) discharge from liability of the board members and the managing director
  11. Determination of
  12. a) fees to the board members
  13. b) fees to the auditors
  14. Determination of
  15. a) the number of board members and deputy board members
  16. b) the number of auditors and deputy auditors (alternative registered audit company)
  17. Election of
  18. a) board members and possible deputy board members
  19. b) auditors and possible deputy auditors (alternative registered audit company)
  20. Resolution on changed principles for the appointment of the Nomination Committee

Proposed decisions:

1. Election of chairman of the meeting
The Nomination Committee propose that Fredrik Arp shall be the chairman at the general meeting.

2. Preparation and approval of the voting list
The board of directors proposes that the approved voting list shall be the voting list drawn up based on the general meeting’s share register and postal votes received, checked by the persons who verifies the minutes.

3. Election of one or two persons to verify the minutes
The board of directors proposes that two persons are elected to verify the minutes, and that Joel Eklund and Carl-Mikael Lindholm is elected.

7 b). Resolution of the allocation of the company’s profit according to the adopted balance sheet
The board of directors proposes that the loss for the year in its entirety shall be balanced in a new account and that no dividend shall be paid.

8 a). Determination of fees to the board members
The Nomination Committee propose that fees to the board of directors shall be paid with 300 000 SEK to the chairman of the board and with 125 000 SEK to each one of the other board members, who are not employed by the company. The proposed new board member Petr Zhukov has waived any board fee.

8 b). Determination of fees to the auditor
The Nomination Committee propose that fees to the auditor shall be paid in accordance with approved invoices and agreements.

9 a). Determination of the number of board members and deputy board members
The Nomination Committee propose that the board of directors of the company shall consist of 5 board members and no deputy board members.

9 b). Determination of the number of auditors and deputy auditors (alternative registered audit company)
The Nomination Committee propose that one registered audit company and no audit deputy is elected.

10 a). Election of board members and deputy board members
The Nomination Committee proposes election of the following board members:

  1. Fredrik Arp (re-election)
  2. Tony Grimaldi (re-election)
  3. Helen Richenzhagen (re-election)
  4. Petr Zhukov (new election)
  5. Sandra Gadd (new election)

10 b). Election of auditors and deputy auditors (alternative registered audit company)
The Nomination Committee proposes re-election of the registered public accounting firm Öhrlings PricewaterhouseCoopers AB, that has announced that they will appoint authorized public accountant Ola Bjärehall as auditor in charge.

11. Resolution on changed principles for the appointment of the Nomination Committee
The board of directors proposes an amendment to the principles for the appointment of a Nomination Committee in such a way that the Nomination Committee shall consist of a representative for each of the three largest (instead of the four largest) shareholders together with the chairman of the board. New wording of the principles according to the board’s proposal:

“The Nomination Committee shall consist of a representative of each of the three largest shareholders together with the chairman of the board. The chairman of the board is instructed to contact the four largest registered shareholders in accordance with the share register on 30 September each year in order to offer participation in the Nomination Committee. If any of these shareholders refrains from participating in the Nomination Committee or leaves the Nomination Committee before its work has been completed, the next shareholder in the order of magnitude shall be given the opportunity to appoint a member. If any of the shareholders in question sells shares so that they no longer belong to the largest owners, their representative shall be replaced in accordance with the principle above. The Nomination Committee appoints a chairman from among its members, who may not, however, be the chairman of the board or another board member. The Nomination Committee’s assignment is valid until a new Nomination Committee has been appointed. Remuneration shall not be paid to a member of the Nomination Committee. The company shall publish the names of the members of the Nomination Committee, as well as how these can be contacted, on the company’s website no later than six months before the Annual General Meeting.”

Miscellaneous
The shareholders are entitled to receive information from the board of directors and the managing director regarding circumstances that may affect the assessment of an item on the agenda, if the board of directors considers that it can be done without material harm to the company. A request for such information shall be made in writing to Hövding Sverige AB (publ), Fredrik Carling, Bergsgatan 33, 214 22 Malmö, Sweden, or by email to ir@hovding, no later than Monday 26 April 2021. Such information will be held available at the company and on www.hovding.com, no later than Friday 30 April 2021. The information will also be sent, within the same period, to the shareholders requesting it and stating their postal or email address.

The annual report and the auditor’s report concerning 2020 and other documents, including the proxy form and the postal voting form, under the Companies Act will be available at the company latest from 15 April 2021 and on the company’s website www.hovding.se.

At per the date of the announcement of this notice the total number of shares in the company amounts to 27 730 100 shares corresponding to 27 730 100 votes.

* * * * *

Malmö 31 March 2021
The board of directors of Hövding Sverige AB (publ)

For more information:
Fredrik Carling, CEO, Hövding Sverige AB (publ)
phone: +46(0)40 – 23 68 68, e-mail: Fredrik.Carling@hovding.com

Attachments:
Notification of attendance and form for postal voting 210506
Power of attorney_fullmakt_2021-05-06
Notice of annual general meeting in Hövding Sverige AB (publ) 20210506