AGM Information • Sep 5, 2017
AGM Information
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Axactor AB (publ), reg. no. 556227-8043, (the "Company"), are hereby summon to an extraordinary general meeting to be held on September 26, 2017, at 10.30 am (Swedish time), at MAQS Advokatbyrå Stockholm, Mäster Samuelsgatan 20, Stockholm, Sweden. Registration and check-in opens at 10.00 am (Swedish time).
To attend the general meeting one must
Notification of participation is made by e-mail to: [email protected] or by post to MAQS Advokatbyrå, Att: Axactor extra bolagsstämma, Box 7009, 103 86 Stockholm or by fax +46 8407 0910. The notification should state full name of shareholder, personal identification number or registration number, address, mobile phone number and number of shares. Shareholders may bring one or two advisors, provided that the shareholder pre-notifies this pursuant to the above.
A shareholder whose shares are nominee-registered must, in order to have the right to attend the general meeting, instruct the nominee to register the shares in the shareholder's own name, so that the person in question is registered in the share register kept by Euroclear Sweden AB, this must occur no later than September 20, 2017. Such registration may be temporary.
Shareholders registered at the Norwegian Verdipapirsentralen (VPS) must, to have the right to attend in the general meeting, request to be temporarily registered as shareholders in the share register kept by Euroclear Sweden AB. Shareholders who wishes to attend the general meeting must notify DNB by post to address Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo or by e-mail to [email protected] no later than 12.00 pm (Swedish time) on September 18, 2017 in order for DNB to assure that registration in the share register kept by Euroclear Sweden AB is made no later than September 20, 2017, by which date such registration must be executed. After the general meeting, DNB arranges for the shares to be re-registered in the Norwegian Verdipapirsentralen.
A person that is represented by proxy, shall issue a written and dated proxy form. A proxy form issued by a legal entity shall have a certified registration certificate for the legal entity attached. The proxy form and the registration certificate may not be issued earlier than one year before the date of the general meeting. The proxy form may, however, provide for a longer validity period, however not to exceed five years from the date of issuance. The original proxy form and possible registration certificate must be available at the general meeting and should, in advance of the general meeting be
sent to the Company at the address above. Proxy forms are available on the Company's website, axactor.com, and will be sent to shareholders upon request.
The Company has on the issue of this notice, a total of 1 352 088 769 shares, representing a total of 1 352 088 769 votes.
The Company, on the issue of this notice, does not have any own shares.
The shareholder Geveran Trading Co. Ltd has proposed that Harald Thorstein should be elected as an ordinary member of the board of Axactor. It has been noted, after discussions with the company's larger shareholders, that they wish not to increase the number of members of the board and that the current distribution according to sex within the board to be retained. In view of this, the nomination committee has proposed that Harald Thorstein should replace Dag Strømme as an ordinary board member until the end of the next annual general meeting.
Consequently, the nomination committee does not propose any changes in relation to the other board members and the deputy board member which should remain in their positions in accordance with the decision made by the annual general meeting on 31 May, 2017.
The Board proposes that the meeting authorizes the Board, the CEO or anyone that the Board otherwise appoints, to adopt minor adjustments and clarifications of the resolutions made at the general meeting to the extent that this is required for registration at the Swedish Companies Registration Office.
Complete proposal will be available at the Company in the Company's office at Hovslagargatan 5B in Stockholm, as well published at the Company's webpage no later than three (3) weeks prior to the general meeting, i.e. September 5, 2017 at the latest. Complete proposals will, free of charge, be distributed upon request to the shareholders who have provided their postal address. The documents will also be available at the general meeting.
Shareholders are reminded about their right to request information pursuant to Chapter 7, Section 32, the Swedish Companies Act. The Board and the CEO shall, upon request of any shareholder and if the Board assesses it to be without significant damage for the Company, at the general meeting disclose information about circumstances that can impact the assessment of a matter on the agenda, and about circumstances that can impact the assessment of the Company's or the Subsidiary's financial situation and regarding the Company's relationship to any other company within the group.
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Stockholm in September 2017 Axactor AB (publ) The Board
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