Notice of annual general meeting in Polymer Factory Sweden AB
Shareholders in Polymer Factory Sweden AB, reg. nr 556695-9531 (the “Company”), are hereby invited to the Annual General Meeting on Wednesday 5 June 2024 13:00 at Teknikringen 48 1 tr in Stockholm.
Right to participate and registration
Shareholders who wish to participate in the Annual General Meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on May 28th, 2024, and
- register with the company no later than May 30th, 2024, in writing to Polymer Factory Sweden AB Teknikringen 48 1 tr, 114 28 Stockholm. Registration can also be made by phone to +46 (0) 79 300 27 76 or by e-mail to [email protected]. The notification must state the full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about the deputy, or assistant (no more than 2) must be provided. The notification should be accompanied, where appropriate, by powers of attorney, certificates of registration and other documents of authority.
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 28 May 2024, when the re-registration must be executed, request it from their bank or trustee.
Agents, etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the representative must also bring the current registration certificate or equivalent document of authority for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Proxy forms are available on the company's website www.polymerfactory.com and sent by post to shareholders who contact the company and provide their address.
Number of shares and votes
The number of outstanding shares and votes in the company at the time of this notice amounts to 10,699,422 shares and 10,699,422 votes. The company holds no own shares.
Proposed Agenda
- Opening of the meeting
- Election of chairperson and secretary of the meeting
- Preparation and approval of the electoral roll
- Election of one or two adjusters
- Determination of whether the meeting has been duly convened
- Approval of the Agenda
- 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 issues of shares, convertibles and/or warrants
- 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 26 May 2024. The information will be made available at the Company’s website www.polymerfactory.com no later than 31 May 2024. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
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
Proposed resolutions
The Nomination Committee has, in accordance with the principles decided at Polymer Factory’s Annual Meeting 2023, been appointed to Mats Wallnér, Lars Öjefors and Johan Carlmark.
The nomination committee proposes Polymer Factory’s Annual Meeting 2024 to resolve:
Item 9: Determination of the fees payable to the members of the Board of Directors and the auditor
That the compensation to the Board of Directors as a whole should continue to amount to SEK 155,000 to be distributed between them. Compensation is paid in a reduced amount to members of the Board who are employed by 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
The nomination committee proposes that the Board of Directors should consist of 4 ordinary members including the chairman. For members of the Board, the nomination committee proposes re-election of Michael Malkoch, Leif Gustafsson and Mats Wallnér, and new election of Anders Hultman. The chairman of the board is decided by members of the new board.
The nomination committee also proposes that the company establish a scientific council with Anders Hult and Eva Malmström.
To re-elect as auditor registered the auditing company PwC, represented by Niclas Bergenmo.
Item 11: Nomination committee
That the Nomination Committee for the 2024 Annual General Meeting shall be appointed no later than six months before the 2024 annual general meeting, where representatives of the three largest shareholders are primarily offered seats. 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 comply with the Swedish Code of Corporate Governance and the rules of procedure established by the General Meeting.
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 2023.
Item 12: Resolution on authorization for the Board of Directors to resolve on issues of shares, convertibles and/or warrants
The Board proposes that the Annual General Meeting resolves to authorize the Board, at one or more occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, convertibles and/or warrants. Issues may be made with or without provisions regarding payment in kind or through set-off or other provisions. The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of warrants and/or exercise of convertibles) shall not exceed 5,000,000 shares, which corresponds to an aggregate dilution of approximately 32 per cent calculated on the number of outstanding shares in the company. The purpose of the authorization is to increase the financial flexibility of the Company and the general flexibility of the Board of Directors. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms (subject to customary new issue discount, as applicable).
The Board of Directors, the CEO, or the person that the Board appoints, shall have the right to make any adjustments in the decision required for registration. The resolution proposed by the Board of Directors in accordance with item 12 must be approved by shareholders representing not less than two thirds of the votes cast and shares represented at the Annual General Meeting.
Stockholm, May 2024
POLYMER FACTORY SWEDEN AB
The Board of Directors