Notice of Annual General Meeting in Scandinavian Biogas Fuels International AB (PUBL)
The shareholders of Scandinavian Biogas Fuels International AB (publ), 556528-4733, (the “Company”) are hereby summoned to the annual general meeting (“AGM”) on Thursday 27 April 2023 at 14.00 at World Trade Center, Entrance D, Klarabergsviadukten 70, in Stockholm.
The Board of Directors has resolved that shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to Chapter 7 Section 4 a of the Companies Act (2005:551) and the Company’s Articles of Associations. Therefore, shareholders may choose to exercise their voting rights at the AGM by attending by postal voting, in person or through a proxy.
Registration and notice of participation
Participation in person at the AGM
Shareholders who wish to participate in person in the AGM or by proxy must:
- be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday 19 April 2023, and
- notify their intention to participate to the Company, no later than Friday 21 April 2023
- by mail to Scandinavian Biogas Fuels International AB (publ), att: AGM, Kungsbron 1, Entrance C, floor 8, 111 22 Stockholm, Sweden;
- by the digital form available on the Company’s website, www.scandinavianbiogas.com; or
- by e-mail to [email protected] (state ”AGM 2023” in the subject line). When giving notice of participation, the shareholder shall state name, personal identification number or company registration number, telephone number and number of shares represented.
Proxy
Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The proxy in the original form shall be submitted to the Company at the above address well in advance of the AGM. Proxy form for shareholders who wish to postal vote by proxy is available at the Company’s website, www.scandinavianbiogas.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.
Participation by postal voting
Shareholders who wish to participate in the AGM by postal voting must:
- be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday 19 April 2023; and
- notify their intention to participate by submitting their postal vote by using the digital form available on the Company’s website, www.scandinavianbiogas.com. The postal vote shall be received no later than 21 April 2023.
The shareholder may not provide the postal vote with special instructions or conditions. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are provided in the postal voting form.
If the shareholder submits a postal vote by proxy, a power of attorney must be attached to the form. Proxy form for shareholders who wish to postal vote by proxy is available at the Company’s website, www.scandinavianbiogas.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM’s secretariat prior to the opening of the AGM.
For any questions about the AGM or the postal voting form, please referred to [email protected].
Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation (or submitting their postal vote), such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date 19 April 2023. Such re-registration may be temporary (so-called voting rights registration) and is requested from the respective nominee in accordance with the nominee’s routines at such a time in advance as the nominee require. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than 21 April 2023 will be taken into account in the preparation of the share register.
Processing of personal information
For information on how your personal data is processed in connection to the AGM, see the privacy policy available on Euroclear Sweden AB’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
- Opening of the meeting
- Election of a chairperson of the meeting
- Election of one or two persons to verify the minutes
- Drawing up and approval of the voting list
- Determination as to whether the meeting has been duly convened
- Approval of the agenda for the meeting
- The CEO’s report and any questions in connection thereof
- Presentation of the annual statement and the audit report and the consolidated annual statement and the consolidated audit report
- Resolution concerning
a) adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
b) appropriation of the Company's profit or loss according to the adopted balance sheet
c) discharge of the directors and the CEO from liability
- Determination of the number of Board members and Deputy Board members
- Determination of remuneration to the Board of Directors and the auditors
- Election of Board members and chairperson of the Board of Directors
- Election of auditor
- Resolution on approval of the Board of Directors’ Remuneration Report
- Resolution to authorise the Board of Directors to resolve on issues of shares, warrants and/or convertibles
- Resolution on amendment of the Articles of Association regarding change of company name
- Conclusion of the meeting
Proposals
Election of a chairperson of the meeting (item 2)
The Company’s Nomination Committee ahead of the 2023 AGM has consisted of Olav Sem Austo, representative for Aneo Renewables Holding AS, Jonas Bengtsson, representative for Bengtssons Tidnings AB, Peter Immonen, representative for Wipunen Varainhallinta Oy and Anders Bengtsson, the chairperson of the Board of Directors.
The Nomination Committee proposes that Anders Bengtsson, or in his absence, a person appointed by the Nomination Committee, should be appointed chairperson of the AGM.
Resolution on appropriation of the Company's net profit or loss (item 9 b)
The Board of Directors proposes that the result for the year shall be carried forward and that no dividend shall be made for the 2022 financial year.
Proposal on the number of Board members, fees and election of Board members, chairperson of the Board and auditor (items 10-13)
Item 10 – The Nomination Committee proposes that the number of members of the Board of Directors shall be six, without any deputies.
Item 11 – The Nomination Committee proposes that the remuneration to the chairperson of the Board of Directors shall be SEK 310,000 and SEK 155,000 to each other Board member elected by the general meeting. The Nomination Committee further proposes that the fee for the members of the audit committee unchanged shall be SEK 50,000 to the Committee’s chairperson and SEK 30,000 to the other members of the Committee. There shall be no remuneration to members of other Committees.
The Nomination Committee proposes that the remuneration for the auditor shall be paid according to an approved invoice.
Item 12 – The Nomination Committee proposes re-election of Anders Bengtsson, David Schelin, Petra Einarsson, Tina Helin and Håkon Welde as members of the Board of Directors. The Nomination Committee proposes election of Jan Helland Eide as member of the Board of Directors. Sara Anderson has declined re-election. Re-election of Anders Bengtsson as chairperson of the Board is further proposed.
Jan Helland Eide (bord 1987), is partner at HitecVision and has long-term competence and experience from the global renewable energy sector as he was, among other things, Vice President Project Development and Country Manager Vietnam for Scatec ASA. Jan holds an MSC from the Technology & Policy at the Massachusetts Institute of Technology (MIT) and a BSc in Mechanical Engineering from INSA de Toulouse in France. Jan, or closely related to him, holds no shares in the Company. Jan is further independent in relation to the Company and its executive management, but not in relation to the Company’s major shareholder.
Information regarding the proposed members of the Board of Directors is available on the Company’s website: https://scandinavianbiogas.com/en.
Item 13 – The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, until the end of the next AGM, to re-elect Öhrlings PricewaterhouseCoopers AB to the Company’s auditor, which intends to appoint Lars Kylberg as the auditor in charge.
Resolution on approval of the Board of Directors Remuneration Report (item 14)
The Board of Directors proposes that the AGM approves the Board of Directors’ remuneration report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution to authorise the Board of Directors to resolve on issues of shares, warrants and/or convertibles (item 15)
The Board of Directors proposes that the AGM authorise the Board of Directors to, within the scope of the Articles of Association, with or without deviation from the shareholders’ preferential right, on one or several occasions during the period until the next AGM, resolve on issues of new shares, warrants and/or convertibles in the Company. The total number of shares issued in accordance with this authorisation may be equivalent to a maximum of 10 percent of the number of shares in the Company at the time of the notice of the AGM. The issues shall be made at market rate, and where applicable be subject to market discount, and payment shall, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential right is that the Company shall be able to increase the Company’s financial flexibility and/or the Board of Directors’ discretion, for example in connection with strategic acquisitions of companies and businesses that the Company may carry out.
The Board of Directors, the CEO or the person that the Board of Directors appoints shall be authorised to make such minor amendments and clarifications of the resolution by the AGM that is required when registering with the Swedish Companies Registration Office.
Resolution on amendment of the Articles of Association regarding change of company name (item 16)
The Board of Directors proposes that the AGM resolves to change § 1 in the Company’s Articles of Association in accordance with below, whereby the Company’s company name is changed to Biokraft International AB.
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Current wording |
Proposed wording |
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§ 1 Company name The name of the company is Scandinavian Biogas Fuels International AB. The company is a public company (publ). |
§ 1 Company name The name of the company is Biokraft International AB. The company is a public company (publ). |
Biokraft signifies the power found in the vegetable kingdom and thus summarizes the core of our business: to produce biogas and biofertilizer through recycling. In addition, Biokraft is already an established trademark within liquefied biogas and the name change also reflects our strategic orientation towards the production of liquefied biogas for use in heavy land transportation, shipping and industry.
The name has been part of the group since 2016 when Scandinavian Biogas Fuels International AB (publ) acquired around 50 percent of the shares in Biokraft AS and began the construction of the Nordics' largest facility for liquid biogas. Since 2020, Biokraft AS is a wholly-owned subsidiary and will, through the name change of the parent company, change name to Biokraft Norway AS.
The Board of Directors, the CEO or the person that the Board of Directors appoints shall be authorised to make such amendments and adjustments of the resolution by the AGM that is required when registering the new company name with the Swedish Companies Registration Office.
Majority requirement
A resolution by the AGM in accordance with items 15 and 16, are only valid if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the AGM.
Information at the AGM
The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position and the Company’s relationship to other group companies.
Documentation for the AGM
Accounting documents, audit report, and complete proposals and other documents pursuant to the Companies Act will be available at the offices of the Company on Kungsbron 1, Entrance C, floor 8 in Stockholm and at the Company’s website www.scandinavianbiogas.com no later than 6 April 2023. All documents will be sent free of charge to any shareholder who so requests and states their email- or postal address.
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Stockholm in March 2023
Scandinavian Biogas Fuels International AB (publ)
The Board of Directors
