Notice of annual general meeting in Polymer Factory Sweden AB
Shareholders in Polymer Factory Sweden AB, reg. nr 556695-9531 (the “Company”), are hereby summoned to the Annual General Meeting on Thursday 3 June 2021 through advance voting. Attendance at the meeting is only possible via postal ballot.
In light of the ongoing Covid-19 pandemic, the board of directors has decided that the Annual General meeting will be executed only through postal voting, in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. This means that shareholders will not be allowed to participate in person or by proxy at the general meeting held on 3 June 2021. Shareholders may however influence the meeting by postal voting in accordance with the below. Information about the decisions made at the meeting is published on the day of the meeting as soon as the outcome of the voting has been compiled.
Information about advance voting
Registration
Shareholders who wish to participate in the meeting by advance vote shall:
- partly be listed as a shareholder in the share register produced by Euroclear Sweden AB regarding the conditions on Friday, May 26, 2021,
- partly register by casting their advance vote in accordance with the instructions under the heading “Advance voting by postal vote” below so that the voting form is received by the Company no later than Wednesday, June 2, 2021.
Information provided at the time of registration will be processed and used only for the meeting. See below for further information on the processing of personal data.
Nominee-registered shares
Shareholders who have their shares nominee-registered through a bank or other nominee must, in order to participate in the meeting, request to be re-registered for the shares in their own name in the Company's share register with Euroclear Sweden AB. Shareholders who wish such re-registration, so-called registration of voting rights, must in good time before 2 June 2021, when the re-registration must be executed, request it from their bank or trustee.
Advance voting by postal vote
Shareholders may exercise their voting rights at the meeting only by voting in advance through so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
For advance voting, a special form must be used, which is available on the Company's website, http://www.polymerfactory.com/annual-meeting. The form is valid as a notification to the meeting. The completed form must be received by the Company no later than Wednesday, June 2, 2021. The completed form must be sent to Polymer Factory Sweden AB, Teknikringen 48, 114 28 Stockholm. The completed form may also be submitted electronically and must then be sent to [email protected]. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. The same applies if the shareholder votes in advance through a proxy. The shareholder may not provide the advance vote with special instructions or conditions. If this happens, the vote, i.e., the advance vote in its entirety, is considered invalid. Further instructions and conditions can be found in the voting form.
Proposed Agenda
- Opening of the meeting and election of chairperson and secretary of the meeting
- Preparation and approval of the voting list
- Presentation and approval of the Agenda
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report
- Resolution in respect of:
- adoption of the profit and loss statement and the balance sheet
- the company’s profits or losses according to the adopted balance sheet
- the members of the board of directors’ and the CEO’s discharge from liability
- Determination of the fees payable to the members of the board of directors and the auditor
- Election of members of the board of directors and auditor
- Nomination committee
- Other matters, which come up at the meeting in accordance with the Swedish Companies Act (2005: 551)
- Closing of the meeting
Meeting documents
The financial statements, auditor’s report, complete proposals, and other documents for the annual general meeting will be kept available at the Company’s office, at Teknikringen 48, 114 28 Stockholm, Sweden, and at the Company’s website http://www.polymerfactory.com not later than three weeks before the annual general meeting. The documents will also be sent free of charge to shareholders who so request and state their postal address.
Shareholders' right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or of the Company’s economic situation. A request for such information shall be made in writing to Polymer Factory Sweden AB, Teknikringen 48, 114 28 Stockholm, or via email to [email protected] no later than 27 May 2021. The information will be made available at the Company’s website www.polymerfactory.com no later than 1 June 2021. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Proposed resolutions
Item 1: Election of chairperson and secretary of the meeting
The proposed chairperson of the meeting is Eva Malmström Jonsson. Elin Mignérus is proposed as secretary.
Item 4: Election of one or two persons who shall approve the minutes of the meeting
Mats Wallnér is proposed to approve the minutes of the meeting.
Item 7b: the company’s profits or losses according to the adopted balance sheet
The board of directors proposes that the Company’s results shall be carried forward in new account and that no dividend shall be paid for the financial year 2020.
Item 8: Determination of the fees payable to the members of the board of directors and the auditor
The fees to the board of directors, until the end of the next annual general meeting, is proposed to amount to SEK 155,000 to be distributed between the members of the board of directors who are not employed by the Company or related party to an employee of the Company.
Fees to the auditor is proposed to be paid in accordance with approved invoices and customary billing standards.
Item 9: Election of members of the board of directors and auditor
The proposal is re-election of all members and chairperson as follows:
- Chairperson of the board: Eva Malmström Jonsson
- Members of the board: Leif Gustafsson, Anders Hult, Michael Malkoch and Mats Wallnér
It is further proposed to re-elect the Company’s auditor, PwC, represented by Niclas Bergenmo.
Item 10: Nomination committee
It is proposed that the Nomination Committee prior to the 2022 Annual General Meeting be established in accordance with the following process and with the following tasks;
- The Nomination Committee shall propose to the Chairperson of the Annual General Meeting, number of Board members, fees to the Board, election of Board members, election of auditors, fees to the auditors and how the Nomination Committee shall be appointed.
- The Nomination Committee shall consist of 3 persons.
The Chairperson of the Board shall, based on the list of shareholders as of 30 September 2021, request representatives from the Company's 3 largest shareholders, who thereafter constitute the Company's Nomination Committee. If only 2 of the 3 largest owners are available to the Nomination Committee, the next owner shall be consulted in order of magnitude until at least three members are reached. The representative from one of the Company's largest owners shall be the chairperson of the Nomination Committee unless otherwise decided within the nomination committee.
Number of shares and votes in the Company
The total number of shares in the Company at the time of issuance of this notice is 6,859,198. The Company does not hold any of its own shares.
Personal data
For information on how shareholders' personal data is processed, please refer to the privacy policy available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammorsvenska.pdf
Stockholm, May 2021
POLYMER FACTORY SWEDEN AB
The Board of Directors