CTEK AB (publ), Reg. No. 559217-4659, with its registered office in Hedemora, Sweden gives notice of the Extraordinary General Meeting to be held on 3 March 2023 at 10:00 a.m. CET at Smålandsgatan 20 in Stockholm, Sweden. Registration starts at 09:30 a.m. CET.
Right to participate in the Extraordinary General Meeting and notice of participation
Participation in the Extraordinary General Meeting at the venue
A shareholder who wishes to participate in the General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 23 February 2023, and (ii) no later than 27 February 2023 give notice by post to Rostugnsvägen 3, 776 70 Vikmanshyttan, Sweden or via e-mail to bolagsstamma@ctek.com. When providing such notice, the shareholder shall state its name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants), as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.ctekgroup.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 27 February 2023.
Participation by advance voting
A shareholder who wishes to participate in the General Meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 23 February 2023, and (ii) give notice no later than 27 February 2023 by casting its advance vote in accordance with the instructions below so that the advance vote is received by CTEK no later than on that day.
A shareholder who wishes to participate in the General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Extraordinary General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when advance voting. The advance voting form is available on the company’s website, www.ctekgroup.com. A completed and signed form may be submitted by post to Rostugnsvägen 3, 776 70 Vikmanshyttan, Sweden or via e-mail to bolagsstamma@ctek.com. The completed form shall be received by CTEK not later than 27 February 2023. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the company’s website, www.ctekgroup.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 23 February 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 27 February 2023 are taken into account when preparing the share register.
Proposed agenda
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- Opening of the General Meeting.
- Election of chairman of the General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the minutes.
- Determination of whether the General Meeting has been duly convened.
- Determination of number of members of the Board of Directors.
- Determination of remuneration to the Board of Directors.
- Election of new member of the Board of Directors.
- Resolution on an issue of new shares with preferential rights to the existing shareholders.
- Closing of the General Meeting.
Proposed resolutions
Item 2 – Election of chairman of the General Meeting
The Board of Directors has proposed that Hans Stråberg, or the person proposed by the Board of Directors if he has an impediment to attend, is elected chairman of the Extraordinary General Meeting.
Item 7 – Determination of number of members of the Board of Directors
The nomination committee proposes that the Board of Directors shall continue to consist of seven (7) board members.
Item 8 – Determination of remuneration to the Board of Directors
The nomination committee proposes that the remuneration to the members of the Board of Directors and the committees resolved at annual general meeting on 12 May 2022 shall continue to apply and shall, if applicable, be distributed pro rata to the chairman and the ordinary members of the Board of Directors, respectively, elected by each general meeting.
Item 9 – Election of new member of the Board of Directors
The nomination committee proposes that Johan Menckel is elected as new member of the Board of Directors for the period until the end of next Annual General Meeting and will replace board member Stefan Linder who has announced that he will resign from the Board of Directors in connection with the Extraordinary General Meeting.
Information about the proposed new member of the Board of Directors
Name: Johan Menckel
Year of birth: 1971
Experience and other ongoing assignments: Chief Investment Officer at Investment AB Latour. Chairman of Nederman Holding, Nord-Lock International AB and Bemsiq AB. Board member of Securitas AB, Saab AB and World Materials Forum
Previously CEO of Gränges AB and Sapa Heat Transfer, consultant at Accenture and founder of addnature.com
Education: MSc in Engineering
Independence: Johan Menckel is, as the Chief Investment Officer at Investment AB Latour, dependent in relation to the major shareholders but independent in relation to the company and its management
Item 10 – Resolution on an issue of new shares with preferential rights to the existing shareholders
The Board of Directors proposes that the Extraordinary General Meeting approves the resolution by the Board of Directors on 8 February 2023, to increase the company’s share capital by an issue of new shares with preferential rights to the existing shareholders (the “Rights Issue”) on the terms and conditions set out below.
- The Board of Directors, or whom the Board of Directors appoint within itself, shall be authorised to, no later than five weekdays prior to the record date, decide on the amount that the company’s share capital shall be increased with, the maximum number of shares that shall be issued in the Rights Issue, the number of existing shares that shall entitle to subscription for a certain number of new shares and the subscription price that shall be paid for each new share. The amount that exceeds the quota value of the shares shall be allocated to the free share premium reserve.
- The right to subscribe for new shares shall belong to those persons who on the record date for the Rights Issue are recorded as shareholders of the company.
- Should all shares not be subscribed for by virtue of subscription rights, the Board of Directors shall, within the framework of the maximum amount of the Rights Issue, decide on the allocation of shares which have not been subscribed for by virtue of subscription rights. In such case, shares shall firstly be allocated to those who have expressed an interest in subscribing and subscribed for new shares by virtue of subscription rights, regardless if the acquirer were a shareholder on the record date or not, in the event of oversubscription, in relation to the number of subscription rights each have exercised for subscription of new shares, and secondly, shares will be allocated to others whom have declared interest in subscribing for shares without exercising subscription rights, and in the event of oversubscription, in relation to the number of new shares specified in the respective subscription registration, and, to the extent that this is not possible, through random selection. Thirdly and last, allotment of shares which have not been subscribed for by virtue of subscription rights shall be made to the shareholder who has provided a guarantee commitment in its capacity as guarantor.
- The record date for determining the right to receive subscription rights shall be 8 March 2023.
- Subscription for new shares by virtue of subscription rights shall be made by way of cash payment during the period from 10 March 2023, up to and including 24 March 2023. Application for subscription of shares not based on subscription rights shall be made through subscription on an application form during the same subscription period. Payment for shares which have not been subscribed for based on subscription rights shall be made in cash not later than the date stated in the dispatched contract note specifying allocation of shares. The Board of Directors shall be entitled to prolong the subscription period as well as the time of payment.
- The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Rights Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
- The Board of Directors, the CFO or the person appointed by either of the aforementioned, shall be authorised to make minor adjustments to the Extraordinary General Meeting’s resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.
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Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Rostugnsvägen 3, 776 70 Vikmanshyttan, Sweden or via e-mail to bolagsstamma@ctek.com.
Number of shares and votes
There are 49,983,054 shares outstanding in CTEK, corresponding to 49,983,054 votes. As of the date of this notice, the company holds no treasury shares.
Documentation
Supporting documents are available at the company’s office at Rostugnsvägen 3, 776 70 Vikmanshyttan, Sweden, and on the company´s website, www.ctekgroup.com, no later than three weeks before the General Meeting. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Vikmanshyttan, February 2023
CTEK AB (publ)
The Board of Directors