Pre-Annual General Meeting Information • Sep 14, 2018
Pre-Annual General Meeting Information
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Axactor SE, reg. no. 517100-0127, (the "Company"), are hereby inviting to an extra ordinary general meeting to held on October 17, 2018, at 10:00 am (Swedish time), at MAQS Advokatbyrå Stockholm, Mäster Samuelsgatan 20, Stockholm, Sweden. Registration and check in opens at 09:30 am (Swedish time).
To attend the extra ordinary 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 2018, 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 extra ordinary general meeting, must instruct the nominee to register the shares in the shareholder's own name, in order to be registered in the share register kept by Euroclear Sweden AB, no later than October 11, 2018. Such registration may be temporary.
Shareholders registered at the Norwegian Verdipapirsentralen (VPS) must, to have the right to attend in the extra ordinary general meeting, request to be temporarily registered as shareholder in the share register kept by Euroclear Sweden AB. Shareholders who wishes to attend the extra ordinary 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), October 9, 2018 in order for DNB to assure that registration in the share register kept by Euroclear Sweden AB is made no later than October 11, 2018, by which date such registration must be executed. After the extra ordinary general meeting, DNB arranges for the shares to be registered back in the Norwegian Verdipapirsentralen.
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 extra ordinary 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 extra ordinary general meeting and should, in advance of the extra ordinary general meeting be sent to the Company at the address above. Proxy forms are available on the Company's website, axactor.com no later than September 17, 2018, and will be sent to shareholders upon request.
The Company has on the issue of this notice, a total of 154,448,102 shares, representing a total of 154,448,102 votes.
The Company owns two (2) shares on the day of issue of this notice.
The board proposes that the extra ordinary general meeting shall approve the attached relocation plan and adopt new articles of association implying that the company shall be relocated from Stockholm to Oslo, Norway. The proposal in full including the boards report in accordance with article 8.3 of the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) and the new articles of association are attached hereto, Schedule 1.
The board proposes that PWC AS (PRICEWATERHOURSECOOPERS AS, Reg. no. 987 009 713) in Norway shall be elected as the new auditor for Axactor AS as of the day the new articles of association set out in section 7 above has been registered in Norway.
The Board proposes that the Annual General 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 Annual General Meeting to the extent that this is required for registration at the Swedish Companies Registration Office and/or Euroclear Sweden AB.
The Board's complete proposal will be available at the Company in the Company's office at Hovslagargatan 5B in Stockholm and will be published at the Company's webpage no later one month prior to the extra ordinary general meeting, i.e. September 17, 2018 at the latest. Copies of the documents 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 extra ordinary 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 extra ordinary 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.
Stockholm, September 2018 Axactor SE The Board
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