Annual General Meeting in AQ Group AB (publ) on April 20, 2023
Notice of Annual General Meeting of AQ Group AB (publ)
The shareholders of AQ Group AB (publ), reg. no. 556281–8830, (”AQ” or the “Company”), are hereby given notice of the Annual General Meeting on Thursday, 20 April 2023 at 18.00 at Växhuset-Konsertsalen, Viktor Larssons plats 1, in Västerås. Registration to the AGM will open at 17.30.
Participation in the meeting
Shareholders who wish to attend the AGM shall:
- be recorded as a shareholder in the shareholder register maintained by Euroclear Sweden AB at the record date Wednesday, 12 April 2023, and
- give notice to the Company no later than Friday, 14 April 2023.
Notice of attendance may be given in writing to AQ Group AB, Att: Årsstämma, Regattagatan 29, 723 48 Västerås, or by e-mail [email protected]. When giving notice of attendance, state the shareholders name, personal- or corporate identity number, address, telephone number, and number of accompanying persons if any (maximum two), and, if applicable information about proxy or representatives (see further below).
Shareholders whose shares are registered in the name of the nominee must, in addition to giving notice of attendance to the meeting, temporarily register their shares in their own names (so-called voting rights registration) in the share register maintained by Euroclear Sweden AB to be entitled to participate in the annual general meeting. Such registration may be temporary and is requested at the nominee, according to the nominees’ routines, in such time in advance as decided by the nominee. Voting rights registration that have been done by the nominee no later than Friday, 14 april 2023 will be taken into account in the presentation of the shareholder register.
Shareholders that participate through proxy or representative should send authorization documents (power of attorney and/or certification of registration) well in advance to the meeting to the Company at the above address. The Company provides proxy forms and this is available on the Company’s website, www.aqgroup.com.
For information about the Company’s processing of personal data and your rights, see https://www.aqgroup.com/en/investor/corporate-governance/annual-general-meeting/annual-general-meeting-2023.
Proposed agenda
- Opening of the meeting.
- Election of chairman at the meeting.
- Election of one or two persons to verify and adjust the minutes together with the chairman.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the consolidated financial statements for the financial year 2022.
- Presentation by the CEO.
- Presentation of the auditor’s report, the consolidated auditor’s report and the auditor’s report if the guidelines of remuneration to senior executives have been followed.
- Resolution
a) of adoption of income statements and balance sheets and the consolidated income statement and consolidated balance sheet for the financial year 2022,
b) on the disposition regarding the Company’s profit according to the approved balance sheet, and
c) on discharge from liability of the directors and CEO.
- Resolution of the number of directors elected by the AGM and the number of auditors.
- Resolution on the fee for the Board of directors and auditor.
- Election of Board of directors, chairman of the Board and auditor.
- Resolution of the Board’s remuneration report 2022.
- Resolution of authorization for the Board of directors to decide on new issue of shares.
- Closing of the meeting.
Proposed resolutions
Item 2 – Election of chairman at the meeting
Ahead of the 2023 AGM, AQ’s Nomination Committee consists of Hans Christian Bratterud, Chairman of the Nomination Committee, (ODIN Fonder), Henrik Carlman (Aeternum Capital), Per Olof Andersson (own holding) and Claes Mellgren (own holding).
The Nomination Committee proposes that Patrik Nolåker, Chairman of the Board is elected as Chairman of the meeting.
Item 10 b – Disposition regarding the Company’s profit
The Board of directors proposes a dividend for the financial year 2022 with a cash amount of SEK 3,33 per share. As record day, the Board of directors proposes Monday, 24 April 2023. If the meeting resolves according with the proposal, payment for the dividend is expected to take place through Euroclear Sweden AB’s care on Thursday, 27 April 2023.
Item 11 – Resolution of the number of directors elected by the AGM and the number of auditors
The Nomination Committee proposes that:
- the board should have six directors (eight), and
- the number of auditors should be one registered audit company (unchanged).
Item 12 – Resolution on the fee for the Board of directors and auditor
The Nomination Committee proposes that remuneration to the chairman of the Board shall amount to SEK 450,000 (450,000) and SEK 225,000 (200,000) to each of the other Board members elected by the meeting. To the chairman of Audit Committee, a remuneration is proposed of SEK 100,000 (100,000) and to the other members of the Audit Committee, SEK 40,000 (40,000). No remuneration is proposed to be paid for work in the Remuneration Committee. Fee to the auditor shall be paid in accordance with approved invoice.
Item 13 – Election of directors, chairman of the Board and auditor
The Nomination Committee proposes:
- re-election of the directors Per Olof Andersson, Ulf Gundemark, Gunilla Spongh, Claes Mellgren and Lars Wrebo, and new election of Kristina Willgård, and
- new election of Claes Mellgren as Chairman of the Board.
Patrik Nolåker, Annika Johansson-Rosengren and Vegard Søraunet have declined re-election.
Information about the persons proposed by the Nomination Committee to Board members is available on the Company’s website, www.aqgroup.com.
As auditor, in accordance with the audit committee’s recommendation and after procurement, a new election of the authorized auditing company Ernst & Young AB is proposed, for the period until the end of the 2024 AGM. Ernst & Young AB has announced that authorized public accountant Jennifer Rock-Baley will be the auditor in charge, provided that new election takes place.
Item 14 – Resolution of the Board’s remuneration report 2022
The Board proposes that the AGM approves the Boards report of remunerations.
Item 15 – Resolution of authorization for the Board of directors to decide on new issue of shares
The Board proposes that the AGM resolves to authorize the Board to, on one or more occasions during the next period up to the next AGM, with or without deviation from the shareholders’ preferential rights, decide on a new issue of shares in the Company. The authorization comprises shares that correspond to a maximum of ten (10) per cent of the total number of shares issued by the Company. The newly issues shares must be subscribed for in cash, in kind or with the right of set-off.
The reasons for the deviation from the preferential right is that the Company must be able to issue shares as payment in connection with agreements in company acquisitions, or alternatively raise capital for such acquisitions.
The Board, the CEO or the person appointed by one of them shall have the right to make minor adjustments to the above decisions that may prove necessary in connection with the registration with the Swedish Companies Registration Office.
Special majority requirement
Resolution under this item is valid only if it is supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
Documents
The Board's and the Nomination Committee's proposals and other documents that must be available in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code are kept available at the Company, at Regattagatan 29, 723 48 Västerås, and on the Company's website, www.aqgroup.com, no later than three weeks before the meeting. The documents are sent to those shareholders who specifically request it and state their postal or
e-mail address. The AGM share register will be kept available at the Company at the above address.
Number of shares and votes
At the time for this notice, the total number of shares and votes in the Company amounts to 18,294,058. The Company does not hold any own shares.
Shareholders' right to receive information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that this can be done without significant damage to the Company, provide information on circumstances that may affect the assessment of a matter on the agenda, and circumstances that may affect the assessment of the Company or the subsidiary's financial situation or the Company's relationship with another group company.
Västerås in March 2023
AQ Group AB (publ)
The Board of Directors
For further information contact:
Patrik Nolåker, chairman of the board, telephone, +46 70-4178501
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AQ is a global manufacturer of components and systems to demanding industrial customers and is listed on Nasdaq Stockholm’s main market.
The Group consists mainly of operating companies each of which develop their special skills and in cooperation with other companies, striving to provide cost effective solutions in close cooperation with the customer.
The Group headquarter is in Västerås, Sweden. AQ has, on December 31, 2022, in total 7,200 employees in Bulgaria, Poland, Lithuania, Sweden, China, Estonia, Hungary, Mexico, Finland, India, Canada, USA, Germany, Italy, Brazil and Serbia.
In 2022 AQ had net sales of SEK 7 billion, and the Group has since its start in 1994 shown profit every quarter.