NOTICE OF ANNUAL GENERAL MEETING IN OMNICAR HOLDING AB
The shareholders of OmniCar Holding AB, the “Company”, are hereby notified of the annual general meeting, to be held on Friday, June 28, 2024, at 15.00 CEST, at the premises of Advokatfirman Lindahl KB, Smålandsgatan 16, 111 46 Stockholm, Sweden.
RIGHT TO ATTEND AND NOTIFICATION
Shareholders wishing to attend the meeting must:
- be registered as a shareholder in the share register kept by Euroclear Sweden AB as of Wednesday, June 19, 2024,
- notify the Company of their intention to participate in the general meeting no later than on Monday, June 24, 2024.
Notification of attendance shall be made by e-mail to [email protected] (write “Annual General Meeting OmniCar” in the subject line) or by writing to the Company at the address Advokatfirman Lindahl KB, Box 5898, 102 40 Stockholm (label the envelope “Annual General Meeting OmniCar”). Upon notification, please state name or company name, personal ID number or organizational number, address, and daytime telephone number. For notification of advisors, the notification procedure above applies.
NOMINEE REGISTERED SHARES
To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder's own name, so that the holder is entered in the share register kept by Euroclear Sweden AB on the record date as of Wednesday, June 19, 2024. Registration in this way may be temporary (so called voting rights registration) and is requested from the nominee in accordance with the nominee's routines. Voting rights registration that has been requested in such time that the registration has been completed by the relevant nominee no later than Monday, June 24, 2024, will be taken into account in the preparation of the share register.
PROXY AND PROXY FORM
Anyone who does not attend the general meeting in person may exercise their right at the general meeting via a proxy in possession of a signed and dated form of proxy. Forms of proxy are available on the Company’s website www.omnicarinvestor.com. The form of proxy may also be obtained from the Company at the contact information above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the general meeting, forms of proxy, registration certificates and other documentary authority should be received by the Company well in advance before the general meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report and the consolidated financial statements and auditor’s report for the group
- Resolutions on:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- allocation of the Company’s results in accordance with the adopted balance sheet
- discharge from liability for the board members and the CEO for the financial year 2023
- Resolution on the number of board members and auditors
- Resolution on board members’ and auditor’s fees
- Resolution on election of the board of directors and accounting firm or auditors
- Resolution on issue authorization
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 8b – Allocation of the Company’s results in accordance with the adopted balance sheet
The board of directors proposes that no dividend shall be paid for the financial year 2023 and that the Company’s available funds shall be balanced in a new account.
Item 9 – Resolution on the number of board members and auditors
It is proposed that the board of directors shall consist of five (5) board members without deputies.
Furthermore, it is proposed that the Company shall have one (1) auditor without deputies.
Item 10 – Resolution on board members’ and auditor’s fees
It is proposed that, for the period until the end of the next annual general meeting, no fees shall be paid to the members of the board of directors, and that fees to the auditor shall be paid in accordance with approved invoice.
Item 11 – Resolution on election of the board of directors and accounting firm or auditors
It is proposed that Petra Bendelin, Mads Kjær, Henrik Lottrup, Kevin Magnussen and Gunnar Rantzow are re-elected as board members. It is proposed that Petra Bendelin is re-elected as the chair of the board.
Furthermore, it is proposed that the registered accounting firm RSM Stockholm AB is re-elected as the Company’s auditor.
Item 12 – Resolution on issue authorization
The board of directors proposes that the general meeting resolves on issue authorization mainly in accordance with the following.
The board of directors shall be authorized, on one or more occasions prior to the next annual general meeting, to resolve on the issue of shares, the issue of convertibles and/or the issue of warrants. An issue shall be possible to carry out with or without deviation from the shareholders' preferential rights.
The authorization shall include the right to resolve on an issue of shares, convertibles and/or warrants with cash payment, payment by set-off or payment in kind and otherwise be subject to conditions referred to in Chapter 2, Section 5, second paragraph, 1–3 and 5 of the Swedish Companies Act.
A resolution in accordance with this item is valid only if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
DOCUMENTS
Complete proposals as well as accounting documents and the auditor's report for 2023 will be available at the Company and on the Company's website www.omnicarinvestor.com no later than three weeks before the meeting and will be sent immediately and without charge to any shareholders who so request and state their postal address. The documents will also be available at the meeting.
INFORMATION
Shareholders are reminded of their right to request information from the board of directors and the CEO at the general meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
__________
Stockholm in May, 2024
OmniCar Holding AB (publ)
The board of directors