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 Wednesday 8 June 2022 through advance voting. Attendance at the meeting is only possible via postal ballot.
The Annual General meeting will be executed only through postal voting, in accordance with section 22 of the Act (2022:121) 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 8 June 2022. 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 Monday, May 30, 2022,
- 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 Tuesday, June 7, 2022.
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 30 May 2022, 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 (2022:121) 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 Tuesday, June 7, 2022. 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
- Election of chairperson and secretary of the meeting
- Preparation and approval of the voting list
- 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
- Resolution on authorization for the Board of Directors to resolve on new share issues
- 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 29 May 2022. The information will be made available at the Company’s website www.polymerfactory.com no later than 3 June 2022. 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
The Nomination Committee has, in accordance with the principles decided at Polymer Factory’s Annual Meeting 2021, been appointed to Anders Hult, Lars Öjefors and Andreas Nyström.
The nomination committee proposes Polymer Factory’s Annual Meeting 2022 to resolve:
Item 2: Election of chairperson and secretary of the meeting
That Eva Malmström Jonsson is elected as chairperson of the meeting and that Elin Mignérus is elected as secretary.
Item 5: Election of one or two persons who shall approve the minutes of the meeting
That Anders Hult and Mats Wallnér are elected to approve the minutes of the meeting.
Item 9: Determination of the fees payable to the members of the Board of Directors and the auditor
That the fees to the Board of Directors, until the end of the next annual general meeting, shall 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.
That fees to the auditor are paid in accordance with approved invoices and customary billing standards.
Item 10: Election of members of the Board of Directors and auditor
To re-elect Leif Gustafsson, Anders Hult, Michael Malkoch, Mats Wallnér and Eva Malmström Jonsson as members of the Board.
To re-elect Eva Malmström Jonsson as Chairperson of the Board.
To re-elect as auditor registered the auditing company PwC, represented by Niclas Bergenmo as the principal auditor.
Item 11: Nomination committee
That the Nomination Committee prior to the 2023 Annual General Meeting shall be appointed no later than six months before the 2023 Annual General Meeting, where representatives of the three largest shareholders are primarily offered a seat. The representative from one of the company's largest owners shall be the chairperson of the nomination committee, unless otherwise determined within the nomination committee. The Nomination Committee's work shall follow the Swedish Code of Corporate Governance and the rules of procedure adopted by the AGM.
The Board of Directors proposes:
Item 8b: the company’s profits or losses according to the adopted balance sheet
That the Company’s results shall be carried forward in new account and that no dividend shall be paid for the financial year 2021.
Item 12: Resolution on authorization for the Board of Directors to resolve on new share issues
That the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions, before the next Annual General Meeting, decide on a new issue of ordinary shares with or without deviation from the shareholders' preferential rights, within the scope of the current Articles of Association. Through such a new share issue, it shall be possible to increase the share capital by issuing shares on market terms, however, the number of newly issued shares shall in total not exceed 5,000,000, corresponding to an increase in the company's share capital of a maximum of SEK 500,000. The authorization shall include the right to decide on an issue against cash payment, payment with non-cash assets or payment by set-off.
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 6,860,398. 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 2022
POLYMER FACTORY SWEDEN AB
The Board of Directors
