Pre-Annual General Meeting Information • Jul 28, 2021
Pre-Annual General Meeting Information
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Evolution AB (publ), 556994-5792, holds an extraordinary general meeting on Friday 20 August 2021.
Due to the coronavirus (COVID-19) and the restrictions that have been introduced in order to prevent the spread of the infection, the board has decided that the extraordinary general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting.
Those who wish to attend the extraordinary general meeting must:
Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder's own name in the share register kept by Euroclear Sweden AB in order to participate in the general meeting. As set out above, the nominee must have performed such registration with Euroclear by Monday 16 August 2021. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee's instructions. Please note that this procedure may also apply with respect to shares held on a bank's shareholder deposit account and certain investment savings accounts.
The board has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. When voting by post, the shareholder shall use the voting form and follow the company's instructions that are available on the company's website: www.evolution.com. A completed and signed voting form should be sent by mail to Evolution AB (publ) "EGM", c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. Completed forms must be received by Euroclear Sweden by Thursday 19 August 2021, at the latest. Shareholders who are natural persons may also submit their postal votes electronically with BankID through Euroclear Sweden AB's website: https://anmalan.vpc.se/euroclearproxy. Such electronic votes must be submitted no later than 19 August 2021. If the shareholder votes by proxy, a power of attorney shall be enclosed with the voting form. Proxy forms are available upon request and on the company's website, www.evolution.com. The template proxy form can also be obtained from the company or be ordered
via email to [email protected]. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form.
Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form.
At the date the notice is issued, the total number of shares in the company is 215,105,380, which corresponds to a total of 215,105,380 votes. The company holds no own shares.
Shareholders attending the general meeting may request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). A request for such information should be made in writing to Evolution AB (publ), Attn. EGM, Hamngatan 11, SE-111 47 Stockholm or by e-mail to [email protected] at the latest on Tuesday 10 August 2021. Requested information will be made available at the company and at www.evolution.com by Sunday 15 August 2021, at the latest. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address.
The nomination committee proposes that Fredrik Palm, member of the Swedish Bar Association active at Gernandt & Danielsson Advokatbyrå, or, in his absence, the person designated by the board of directors is elected chairman of the extraordinary general meeting.
Carl Armfelt, representing the shareholder TIN Fonder or, in his absence, the person designated by the board of directors, is, in addition to the chairman, proposed as person to verify the minutes. Also, such assignment includes verifying the voting list and that the received postal votes are correctly reflected in the minutes.
The voting list that is proposed to be approved under item 4 on the agenda is the voting list that Euroclear Sweden AB has prepared, on behalf of the company, based on the shareholders register and received postal votes and which has been verified and approved by the persons to verify the minutes.
The nomination committee proposes that the board of directors shall consist of six board members without deputies for the period until the close of the annual general meeting 2022.
The nomination committee proposes that Mimi Drake is elected as new member of the board of directors for the period until the close of the annual general meeting 2022.
A presentation of Mimi Drake, including an assessment of Mimi Drake's independence in relation to the company, the company management and major shareholders, is available on the company's website, www.evolution.com.
The nomination committee proposes that the total fees to the board members for the period until the next annual general meeting, shall amount to a total of EUR 150,000, of which EUR 30,000 shall be paid to each of the board members that are not employed by the company. The proposed fees are considered to be in line with market board fees.
The complete proposals and other documents that shall be made available prior to the extraordinary general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company's website, www.evolution.com, not later than three weeks prior to the extraordinary general meeting as well as be sent free of charge to shareholders who so request and provide their name and address. The share register will also be made available at the company.
For information on how personal data is processed in connection with the extraordinary general meeting, see Euroclear Sweden AB's website, www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammor-engelska.pdf
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Stockholm in July 2021 Evolution AB (publ) The board of directors
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