Pre-Annual General Meeting Information • Mar 27, 2024
Pre-Annual General Meeting Information
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The shareholders of Arla Plast AB (publ), corporate registration number 556131-2611, ("Arla Plast" or the "Company"), are hereby summoned to the Annual General Meeting on Tuesday, May 7, 2024 at 15.00 in the Company´s premises, Västanåvägen 2, Borensberg.
Shareholders who intend to attend the meeting must:
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. For shareholders wishing to participate through a proxy, the Company provides a proxy form on the Company´s website www.arlaplastgroup.com. If the power of attorney has been issued by a legal entity, a certificate of incorporation or a corresponding document for the legal entity must be attached. Shareholders participating through a proxy should submit the proxy form to the above address so that it reaches the Company no later than April 30, 2024.
Shareholders whose shares are nominee-registered through a bank or other nominee must, in addition to giving notice of participation, request that their shares be temporarily registered in their own name in the share register kept by Euroclear Sweden AB (so called voting right registration) in order to be entitled to participate at the Annual General Meeting. The general meeting share register as of the record date on Friday, April 26, 2024, will take into account voting right registrations completed no later than Tuesday, April 30, 2024. Shareholders concerned must, in accordance with each nominee´s routines, request that the nominee makes such voting right registration well in advance of that date.
Approval of the agenda.
Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report of the group, and a statement from the Company's auditor confirming compliance with the remuneration guidelines for senior executives.
Proposal of the Nomination Committee:
In accordance with the principles for appointing the Nomination Committee, adopted by the Annual General Meeting 2021, the Chairman of the Board contacted the Company's three largest shareholders in terms of voting rights as of the last banking day in September the year prior to the Annual General Meeting. The Nomination Committee prior to the Annual General Meeting 2024 consists of:
Lars Kvarnsund is the Chairman of the Nomination Committee. The Nomination Committee presents the following proposals to the Annual General Meeting 2024:
The Nomination Committee proposes Jan Synnersten, or in the event of his impediment, the person appointed by the Nomination Committe instead, be elected Chairman of the Annual General Meeting.
The Nomination Committee proposes the following fees:
The Nomination Committee proposes that the fees to the Company's auditor be paid according to approved invoice.
The Nomination Committee proposes that the number of Board members elected by the general meeting during the coming term of office shall be a total of six without deputies.
The Nomination Committee proposes that one registered auditing company be appointed as auditor and that no deputy auditors be appointed.
The Nomination Committee proposes re-election of the Board members Jan Synnersten, Ola Salmén, Ulf Hedlundh, Annelie Arnbäck, Thomas Widstrand and Maria Catoni for the period until the end of the Annual General Meeting 2025. Leif Nilsson has declined re-election. Jan Synnersten is proposed to be re-elected as Chairman of the Board.
All of the proposed Board members are presented in more detail on the Company´s website. The Nomination Committee has submitted a separate reasoned opinion concerning its proposal for the Board of Directors.
The Nomination Committee proposes, in accordance with the Audit Committee´s recommendation, reelection of the registered auditing company Deloitte AB as the Company´s auditor for the period until the end of the Annual General Meeting 2025. Deloitte AB has informed that, provided that the Annual General Meeting resolves in accordance with the Nomination Committee´s proposal, the authorized public accountant Pernilla Rehnberg will be the auditor in charge.
The Board of Directors proposes that the available profits of in total SEK 245,240,875 at the disposal of the Annual General Meeting, be disposed of so that SEK 1.25 per share, corresponding to a total of SEK 26,225,000, is distributed to the shareholders and that the remaining amount is carried forward.
The Board of Directors further proposes that May 10, 2024, shall be the record date for dividends.
If the Annual General Meeting resolves in accordance with the Board of Directors' proposal, the estimated date for payment of the dividend through Euroclear Sweden AB, to those who are recorded in the share register on the record date, is May 15, 2024.
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors´ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors on one or more occasions, during the period until the next Annual General Meeting, to resolve to issue shares, with or without deviation from shareholders' preferential rights. By virtue of the authorization, the Board of Directors may decide to issue a maximum of 2,098,000 new shares, corresponding to a maximum of ten (10) percent of the total number of outstanding shares in the Company. In addition to payment in cash, payment may be made in kind or by set-off, or otherwise subject to conditions. If the Board decides on a new share issue with deviation from the shareholders' preferential rights, its purpose shall be to enable the Company to fully or partially finance an acquisition by issuing shares as payment in connection with an acquisition agreement, or to raise capital for such an acquisition. New issues of shares made with deviation from the shareholders' preferential rights shall occur at a subscription price in accordance with market conditions, including a discount in accordance with market conditions where applicable.
The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.
Resolution in accordance with the proposal presupposes that the resolution is supported by at least twothirds of both the votes cast and the shares represented at the Annual General Meeting.
At the time of this notice, the total number of shares in the Company amounts to 20,980,000, corresponding to a total of 20,980,000 votes. The Company holds no treasury shares.
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the assessment of the Company's or subsidiaries' financial situation, the Company's relation to other companies within the group and the consolidated financial statements.
Accounting documents and auditor's report and the Board of Directors' complete proposed resolutions under items 9b (including the Board's statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, 14 (including auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act and 15, as well as the Nomination Committee's proposed resolutions under items 2 and 11-13 (including its reasoned opinion), will be available from the Company at the address Arla Plast AB, Västanåvägen 2, Borensberg and on the Company's website, www.arlaplastgroup.com, no later than from April 16, 2024. Copies of the above-mentioned documents are also sent to shareholders who so wish and provide their address. The documents will be presented at the Annual General Meeting.
For information on the processing of personal data, see http://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Borensberg in March 2024 Arla Plast AB (publ) The Board of Directors
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