Extraordinary General Meeting 2022.
Shareholders of Semcon AB (publ), corporate identity number 556539-9549, with its registered office in Göteborg, are hereby invited to attend the Extraordinary General Meeting on Wednesday 30 November 2022 at 10.00 a.m. at Ratos AB’s (publ) office on Sturegatan 10 in Stockholm, Sweden.
PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING AND REGISTRATION
Shareholders who wish to participate at the Extraordinary General Meeting shall:
- firstly, be entered in their own name in the share register maintained by Euroclear Sweden AB as of Tuesday, 22 November 2022,
- secondly, have notified the company of their intention to attend by 4:00 p.m. on Thursday, 24 November 2022.
Shareholders may be accompanied by not more than two advisors, provided that the company is notified of this by the above date. Notification of attendance at the Extraordinary General Meeting must be made in writing to Semcon AB, attn: Cecilia Larsson, 417 80 Göteborg, Sweden, by e-mail to firstname.lastname@example.org or by telephone to +46 (0) 704 108 480. Notification should include the shareholder’s name, personal identity number or corporate identity number, address, telephone number (business hours), shareholding and name(s) of any advisor(s).
Information submitted during registration will be processed and used solely for the Extraordinary General Meeting. See below for additional information about the processing of personal data.
SHARES REGISTERED TO TRUSTEES
Shareholders whose shares are registered in the name of a trustee and who would like to attend the Extraordinary General Meeting must temporarily re-register their shares in their own name. Re-registration must be requested from the trustee and be executed at Euroclear Sweden AB not later than Thursday, 24 November 2022. Shareholders who request such re-registration must notify their trustees well in advance of this date.
If a shareholder is represented by a proxy, the proxy must bring a written, signed and dated proxy form (original) to the Extraordinary General Meeting. The proxy form may not be more than one year old, unless a longer period of validation (no more than five years) is stated on the form. If the proxy form is issued by a legal entity, a certified copy of the registration certificate, or other document demonstrating the signatory’s authority to sign for the legal entity, must be included. To facilitate entry to the meeting, copies of the proxy form and other necessary documents must have reached the company by 24 November 2022 at the latest via the above e-mail or postal addresses and be attached to the notification of attendance at the meeting. Proxy forms are available in Swedish and English on the company’s website at www.semcon.com and may also be ordered from the addresses and telephone number used for notification of attendance at the meeting.
NUMBER OF SHARES AND VOTES
There are 18,112,534 shares and votes in the company. All shares are ordinary shares. On the date of publication of the notice to attend, the company holds 474,542 own shares. The company may not vote using its own shares.
- Opening of the Extraordinary General Meeting
- Election of Chair of the Extraordinary General Meeting
- Drafting and approval of the voting list
- Approval of the agenda
- Election of two people to approve the minutes together with the Chair
- Review as to whether the Extraordinary General Meeting has been duly convened
- Decision regarding the number of Board members
- Determination of remuneration to the Board
- Election of the Chair of the Board, Board members and possible deputies
- Annulment of the 2019 Annual General Meeting’s decision regarding Nomination Committee
- Closing of the Extraordinary General Meeting
Item 2 – Election of Chair of the Extraordinary General Meeting
The Board proposes Carin Wiberg, General Counsel of the company, as Chair of the Extraordinary General Meeting.
Item 7, 8, 9 and 10 – Decision regarding the number of Board members, determination of remuneration to the Board, election of Chair of the Board, Board members and possible deputies, and annulment of the 2019 Annual General Meeting’s decision regarding Nomination Committee.
Ratos AB (publ) (“Ratos”), which on 27 October 2022 announced that Ratos controls more than 90 percent of the total number of issued shares and votes in the company, will submit proposals regarding items 7, 8, 9 and 10 in the agenda at the latest at the Extraordinary General Meeting.
DISCLOSURE OF INFORMATION AT THE EXTRAORDINARY GENERAL MEETING
The Board and CEO shall, at the request of any shareholder at the Extraordinary General Meeting, and if the Board deems that it can be done without inflicting material damage to the company, provide information on circumstances that can affect the assessment of matters on the agenda, conditions that can affect the assessment of the company’s or subsidiaries’ financial situation, or the company’s relationship to other Group companies.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
The Board for Semcon AB (publ)
Göteborg November 2022