The shareholders of EKOBOT AB (publ), reg.no 559096-1974 (the "Company"), are hereby convened to the annual general meeting on 12 May 2023 at 10:00 am CEST at the Company’s premises at Slakterigatan 10, 721 32 Västerås. Registration begins at 9:45 am CEST.
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the annual general meeting in EKOBOT AB (publ), and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
RIGHT TO PARTICIPATE AND REGISTRATION
Shareholders who wish to attend the general meeting shall
- be entered in the share register maintained by Euroclear Sweden AB on 4 May 2023, and;
- notify the Company of their attendance at the general meeting by 8 May 2023 at the latest, by e-mail to info@ekobot.se or by letter to Ekobot AB (publ) Slakterigatan 10, 721 32 Västerås, please mark the envelope with ”Årsstämma 2023” In the notification, the shareholder must state his/her name, personal or registration number, address, and telephone number and, if applicable, the name of an assistant (maximum 2).
NOMINEE REGISTERED SHARES
Shareholders who have had their shares registered by a nominee through a bank or investment institution must have their shares registered in their own name in order to be entitled to attend the general meeting. Such registration may be temporary (so-called voting registration) and is requested from the trustee in accordance with the trustee's procedures. Registrations of voting rights made (registered with Euroclear Sweden AB) no later than 8 May 2023 will be taken into account in the preparation of the share register.
PROXY
Shareholders represented by proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the proxy may not exceed five years if specifically stated. If no period of validity is indicated, the proxy shall be valid for a maximum of one year. If the proxy is issued by a legal person, a copy of the certificate of registration or equivalent of the legal person must be attached. The original proxy and any certificate of registration should be sent by post to the Company at the above address in good time before the general meeting. The proxy form will be available on the Company's website (www.ekobot.se) at least three weeks before the general meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report
- Resolution on:
- adoption of the income statement and balance sheet
- allocation of the Company’s profit or loss according to the adopted balance sheet
- discharge from liability for the members of the board of directors and the CEO
- Determination of the remuneration to the board of directors and auditors
- Election of the board of directors and auditor
- Resolution on an authorisation for the board of directors to resolve on an issue of shares, warrants, and convertibles
- Resolution to authorise the board of directors to make minor adjustments to the resolutions passed at the general meeting
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of the chairman of the meeting
The nomination committee proposes that Thomas Lindgren, is elected as chairman at the meeting, or, in his absence, the person designated by the board.
Item 8b – Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet
The board of directors proposes that no dividend is paid and that the financial result for the year is carried forward.
Item 9 – Determination of remuneration to the board of directors and auditors
The nomination committee proposes that remuneration of SEK 148,600 (corresponding to two income base amounts) shall be paid to the chairman of the board and SEK 74,300 (corresponding to one income base amount) to each of the other board members.
The auditor’s fee is proposed to be paid according to approved invoice.
Item 10 – Election of the board of directors and auditor
The nomination committee proposes the re-election of Thomas Lindgren, Mattias Jansson, Victoria Woyland och Ulf Nordbeck and election of Tord Cederlund, Eduard Meijer and Magnus Edman as new directors of the board. Thomas Lindgren is proposed as chairman of the board.
Tord Cederlund: Tord Cederlund, with a background of 15 years as an authorised auditor, started one of the first private finance companies in Sweden. Tord has since been involved as an investor and advisor in start-up companies in Sweden and internationally, while Tord lived in Brussels for 20 years, although now in Stockholm. Initiator of SIC – Swedish Investors Club, Brussels and Stockholm.
Eduard Meijer: Eduard Meijer has a background in industrial design and later in business Administration (MBA). He has more than 20 years’ experience in strategic and leading roles within Lely, one of the world’s leading companies within the agricultural dairy sector. Since 2013 Eduard is the Managing Director at Navus Ventures B.V., an independent Dutch investment company closely connected to Lely.
Magnus Edman: Magnus Edman is a trained electrical engineer and has more than 30 years of experience in the areas of electronics, software and mechanical development as well as executive management, product management and sales. Magnus Edman is the founder and currently CEO of Prevas Development AB, which provides innovative solutions for complex systems. Furthermore, Magnus is one of the founders of Aims AB, which develops advanced inertial measurement systems, which is now part of KEBNI AB (publ), where Magnus has been on the board since 2019. Magnus has also worked at Daimler Chrysler GmbH and SAAB Dynamics. Magnus is a board member of ASTGW AB and Terranet AB.
The nomination committee proposes that the registered accounting firm Grant Thornton Sweden AB is elected as auditor for the period until the end of the next annual general meeting. Grant Thornton Sweden AB has announced that Michael Palm will continue as auditor in charge.
Item 11 – Resolution on authorization for the board of directors to decide on issues of shares, warrants and convertibles
The board of directors proposes that the general meeting resolves to authorise the board of directors to – on one or more occasions and until the next annual general meeting – resolve to increase the Company's share capital by issuing new shares, warrants and convertibles. The total number of shares that may be issued as a result of the issue of shares under the authorisation, or alternatively be added upon exercise of warrants or convertibles issued under the authorisation, shall in total not exceed a total maximum dilution of 30 per cent calculated on the number of shares in the Company at the time of the boards resolution.
A new issue of shares warrants and convertibles may be made with or without deviation from the shareholders' preferential rights and with or without provisions on non-cash, set-off or other conditions. According to Chapter 16. of the Swedish Companies Act, the board of directors is not entitled to use this authorisation to decide on issues to board members of the group, employees etc. Issues decided on the basis of the authorization, with deviation from the shareholders’ preferential rights, shall be made on market terms.
The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to enable new issues of shares, warrants and convertibles to be made to increase the Company's financial flexibility and/or the Board's room for action.
A resolution under this item requires for its validity that the proposal is supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 12 – Resolution to authorise the board of directors to make minor adjustments to the resolutions passed at the general meeting
The board of directors proposes that the general meeting authorizes the board of directors, the CEO, or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications of the resolutions passed at the general meeting to the extent required for registration of the resolutions.
OTHER INFORMATION
Shareholders' right to receive information
Shareholders have the right under Chapter 7, Section 32 of the Companies Act to request information from the board of directors and the chief executive officer regarding circumstances that may affect the assessment of an item on the agenda or of the Company's financial situation. The board of directors and the chief executive officer shall disclose such information if the board of directors considers that this can be done without material harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the General Meeting, please refer to the privacy policy on the Euroclear AB website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
The accounting documents with accompanying audit report will be available at the Company’s office and on the Company's website, www.ekobot.se., for at least three weeks before the annual general meeting. The board of directors' complete proposals for resolutions, and other required documents will be made available to shareholders at the Company’s office no later than three weeks before the meeting and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. Copies of the said documents will also be sent to shareholders who so request and state their postal address or e-mail address.
Number of shares and votes
At the time of issuance of this notice, the total number of shares and votes in the Company is 15,246,317. The Company does not hold any own shares.
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Västerås in April 2023
EKOBOT AB (PUBL)
Board of Directors
