Notice of annual general meeting in Midsona AB (publ)
The shareholders in Midsona AB (publ), reg.nr 556241-5322, (“Midsona”) are hereby given notice that the Annual General Meeting will be held on Thursday 5 May 2022, at 3:00 p.m at High Court, Malmöhusvägen 1 in Malmö. Registration starts at 2:00 p.m and will stop when the Meeting starts.
Pursuant to chapter 11 of Midsona’s Articles of Association, the Board has resolved that shareholders may exercise their voting rights at the Annual General Meeting by post. Shareholders may therefore choose to exercise their voting rights in person at the Meeting, by proxy or through postal voting.
Those who wish to exercise their voting rights at the Annual General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on 27 April 2022;
- and give notice to the Company of their intention to attend the Annual General Meeting according to the instructions under the heading “Notification of attendance in person or by proxy” or cast a postal vote according to the instructions under the heading “Instructions for postal voting” no later than 29 April 2022.
Nominee-registered shares
Shareholders whose shares are nominee-registered through a bank or other authorized depositary, e.g. in a custody account, must – in addition to giving notice of their attendance – request that the shares be temporarily re-registered in their own name so that the shareholder is registered in Euroclear’s share register as of the record date on 27 April 2022. Re-registration may be temporary (so-called voting rights registration) and requested from the nominee in advance in accordance with the nominee’s routines. Voting right registration that the shareholder has requested and has been issued by the nominee no later than 29 April 2022 will be accepted in the preparation of the share register.
Notification of attendance in person or by proxy
Shareholders who wish to attend the Annual General Meeting in person or by proxy must notify the Company of this no later than 29 April 2022 either:
- at the Company’s website, www.midsona.com;
- by e-mail to [email protected];
- by phone +468-402 91 33; or
- by post to Midsona AB, “Årsstämma”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.
In the notification, provide your name or Company name, personal or organization ID number, address, phone number and, if applicable, the number of persons attending with you (maximum two).
If attending by proxy or representative, authorization documents (a power of attorney and/or registration certificate) should be sent to the Company at the above address well in advance of the Annual General Meeting and preferably by 29 April 2022. Power of attorney forms are available on the Company’s website, www.midsona.com
Instructions for postal voting
A special form shall be used for postal voting. Postal voting form is available at Midsona’s website, www.midsona.com.
Shareholders can vote by post in following ways:
- Completed and signed postal voting form can be sent by post to Midsona AB, “Årsstämma”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by e-mail to [email protected]. The completed form must be received by Euroclear no later than 29 April 2022.
- Shareholders may also, no later than 29 April 2022, cast a postal vote electronically via verification with BankID on Euroclear’s website https://anmalan.vpc.se/EuroclearProxy
The shareholder may not give instructions other than to mark one of the alternative answers on the form. If the shareholder has included special instructions or conditions on the form, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy
If a shareholder casts a postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Power of attorney forms are available on Midsonas’s website, www.midsona.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be enclosed with the form.
Those who wish to withdraw a submitted postal vote, and instead cast their vote by participating in the Annual General Meeting in person or by proxy, must notify the Annual General Meeting’s secretariat before the Meeting is opened.
For questions concerning the postal voting procedure, please contact Euroclear, tel. +468-402 91 33 (Monday – Friday, between 9 a.m. – 4 p.m.).
Personal data
Personal data obtained from the share register, notices of attendance at the Annual General Meeting and information on proxies will be used for registration, preparation of the voting list for the Meeting and, where applicable, the minutes of the Meeting.
For information about how your personal data is processed, please refer to the Privacy Policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
1. Opening of the Meeting
2. Election of the Chairman for the Meeting
3. Establishment and approval of the voting list
4. Approval of the agenda
5. Election of two persons to attest the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of the annual report and the Auditor’s report as well as the group accounts and the Auditor’s report for the group
8. Resolution on adaption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
9. Resolution on allocation of the Company’s profit according to the consolidated balance sheet
10. Resolution on approval of remuneration report
11. Resolution on discharge from liability for the Board Members and the CEO
12. Resolution on the number of Board members
13. Election of Board members
a) Ola Erici (re-election)
b) Johan Wester (re-election)
c) Peter Wahlberg (re-election)
d) Henrik Stenqvist (re-election)
e) Heli Arantola (re-election)
f) Sandra Kottenauer (re-election)
g) Jari Latvanen (new election)
14. Election of Chairman of the Board
15. Resolution on numbers of auditors and deputy auditors
16. Election of auditor
17. Resolution on the remuneration to the Board members and the auditor
18. Resolution on authorization for the Board to decide on issue of shares
19. Resolution on authorization for the CEO to make minor adjustments to the resolutions that may be required in conjunction with the execution and registration thereof
20. Closing of the Meeting
The Nomination Committee
The Nomination Committee consists of Henrik Munthe, appointed by Stena Adactum AB, who also is the Chairman of the Nomination Committee, Bo Lundgren, appointed by Swedbank Robur Fonder, Jan Särlvik, appointed by Nordea Fonder and Ola Erici, Chairman of the Board of Midsona and Convenor of the Nomination Committee.
In connection with agenda items 12 – 17, a presentation of the Nomination Committee’s proposal, work, function and members will be made.
Resolution proposal
Chairman of the Meeting (agenda item 2)
The Nomination Committee has proposed that the Chairman of the Board, Ola Erici, shall be elected Chairman of the Meeting, or in the event of his absence, the person appointed by the Nomination Committee.
Election of two persons to attest the minutes (agenda item 5)
The Board proposes Henrik Munthe (Stena Adactum AB) and Berit Grönvall or, if one or both of them are prevented from participating, the person/-s appointed by the Board, to attest the minutes.
Dividend (agenda item 9)
The Board proposes that no dividend will be paid and that the accumulated funds should be treated in accordance with the proposal in the annual report.
Resolution on approval of remuneration report (agenda item 10)
At the 2020 Annual General Meeting, it was decided to adopt guidelines for remuneration to senior executives. In accordance with Chapter 8, section 53 a of the Swedish Companies Act, the Board shall, for each financial year, prepare a report detailing paid and outstanding compensation which is covered by the remuneration guidelines. The remuneration report shall be presented at the Annual General Meeting for approval. Thus, the Board proposes that the Annual General Meeting approves the remuneration report for the financial year 2021. The report is available on the Company’s website, www.midsona.com.
Resolution on the number of Board members (agenda item 12)
The Nomination Committee proposes that the Board shall consist of seven ordinary Board members, without any deputies.
Election of Board members (agenda item 13)
The Nomination Committee proposes that the Board members Ola Erici, Johan Wester, Peter Wahlberg, Henrik Stenqvist, Heli Arantola and Sandra Kottenauer be re-elected and that Jari Latvanen be new elected as ordinary Board members until the next Annual General Meeting.
Jari Latvanen, born in 1964, has many years of experience as CEO and group CEO within the food industry and retailing. He is currently CEO of the Finnish, listed department store group Stockmann and has previously worked as CEO of Findus Nordic and HKScan Oyj and held several management positions at Nestlé. He has solid international experience in strategy work, operations and sales and marketing. Jari Latvanen is independent in relation to the Company and senior executives as well as in relation to major shareholders. He does not hold any shares in Midsona.
Election of Chairman of the Board (agenda item 14)
The Nomination Committee proposes that Ola Erici is re-elected as Chairman of the Board.
Resolution on numbers of auditors and deputy auditors (agenda item 15)
The Nomination Committee proposes to elect a registered auditing firm as auditor and no deputy auditors.
Election of auditor (agenda item 16)
The Nomination Committee proposes, in accordance with the Audit Committee’s proposal, that the registered auditing firm Deloitte AB be appointed auditor until the end of the 2023 Annual General Meeting (Deloitte has announced that Authorized Public Accountant Jeanette Roosberg will continue to serve as auditor in charge, provided that the Meeting resolves according to the proposal).
Resolution on the remuneration to the Board members and the auditor (agenda item 17)
The Nomination Committee proposes that remuneration to the Board, for the period until the end of the next Annual General Meeting, shall be SEK 600,000 to the Chairman, SEK 260,000 each to other members, SEK 75,000 to the Chairman of the Audit Committee, SEK 40,000 to each other Board member included in the Audit Committee, SEK 45 000 to the Chairman of the Remuneration Committee and SEK 25,000 to each other Board member who is a member of the Remuneration Committee. The proposal does not involve any changes in relation to the previous year's compensation levels.
The auditor’s fee is proposed to be paid in accordance with approved invoice.
Resolution on authorization for the Board to decide on issue of shares (agenda item 18)
The Board proposes that the Annual General Meeting authorizes the Board to resolve, on one or more occasions before the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, on new issue of shares. The total number of shares that may be issued pursuant to the authorization may not exceed ten percent of the total number of outstanding shares in the Company at the time of the notice. A new share issue may be made with our without conditions on non-cash consideration, set-off or otherwise as per conditions pursuant to Chapter 13, section 5, first paragraph, item 6 of the Swedish Companies Act. A new share issue decided on the basis of the authorization shall take place as part of the financing of company acquisitions or to give the Board flexibility in the work of ensuring that the Company, in an appropriate manner, be provided with capital for the financing of its operations. In the event of a deviation from the shareholders' preferential rights, the issue shall be carried out on market terms and conditions.
A valid resolution in accordance with the Boards’ proposal as described above, requires that the resolution is supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Resolution on authorization for the CEO to make minor adjustments to the resolutions that may be required in conjunction with the execution and registration thereof (agenda item 19)
The Board proposes that the Annual General Meeting authorizes the CEO, or the person appointed by the CEO, to make minor adjustments and clarifications of the resolutions adopted by the Annual General Meeting to the extent that such should be required in connection with the registration and execution of the resolutions.
Shares
At the time of the issue of this notice, the total number of shares in the Company amounts to 72,714,040, whereof 298,320 shares of class A and 72,415,720 shares of class B, corresponding to a total number of votes of 75,398,920. The Company does not hold any own shares.
Documents
Information regarding the persons proposed to the Board and the Nomination Committee’s reasoned statement is available at www.midsona.com.
The Board's and the Nomination Committee's complete proposals are included in this notice. The Annual report, Auditor’s report, consolidated accounts and auditors' report, the Board’s remuneration report, auditor’s opinion regarding the remuneration guidelines in accordance with Chapter 8 Section 54 of the Swedish Companies Act, the remuneration report in accordance with Chapter 8 Section 53 a of the Swedish Companies Act and the Nomination Committee’s reasoned statement will be held available at the Company and on the Company’s website in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code. The documents will on request be sent to shareholders who provide their postal address.
Information at the Annual General Meeting
The Board and CEO shall, if requested by any shareholder and if the Board is of the opinion that it can be done without causing material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or circumstances that may affect the assessment of the Company's or a subsidiary’s financial situation and the Company’s relationship with another group company.
Malmö, April 2022
Midsona AB (publ)
The Board of Directors
This document is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.
For more information, please contact CEO Peter Åsberg, +46 (0)730 26 16 32