Notice of Annual general meeting in Veg of Lund AB (publ)
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
The shareholders of Veg of Lund AB (publ) reg. no. 559054-4655 (the “Company”) are hereby given notice to attend the Annual General Meeting (the “AGM”) on 26 June 2024 at 17.00 CEST at the Company’s premises, Scheelevägen 22, Lund. Registration starts at 16.30 CEST.
Right to participate
Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 17 June 2024 and shall have notified the Company of their intention to participate at the AGM no later than on 19 June 2024. Notice to participate shall be given in writing by e-mail to [email protected] or by post to Veg of Lund AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34 Stockholm. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 19 June 2024 and shareholders must, therefore, instruct their nominees well in advance thereof.
Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company’s website, ir.dugdrinks.com, and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
- Opening of the meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
- Resolution on
a) adoption of the profit or loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
b) allocation of the Company’s profit according to the adopted balance sheet
c) discharge from liability for the Board members and the CEO
- Resolution as to the number of Board members and auditors
- Resolution on the remuneration to the Board of Directors and auditor
- Election of Board members
- Johan Möllerström (re-election)
- Rolf Bjerndell (re-election)
- Kaj Söderström (new election)
- Election of chairman of the Board
- Johan Möllerström (re-election)
- Election of auditor
- Resolution regarding principles for appointment of nomination committee
- Resolution on amendments to the Articles of Association
- Resolution on authorization for the Board of Directors to issue shares, warrants and convertibles
- Closing of the meeting
Proposals
The nomination committee’s proposals (item 2 and 9-14)
The Nomination Committee which has consisted of Kaj Söderström (representing Anders Färnqvist), Torbjörn Malmsjö (representing Kenneth Eriksson) and Anders Hättmark (representing Einar Haugland), proposes the AGM to resolve:
that lawyer Filip Funk at Fredersen Advoktbyrå is elected chairman of the AGM,
that the Board of Directors shall consist of three (previously five) Board members and no deputy Board members,
that one registered audit firm with no deputy auditors is elected as auditor of the Company,
that remuneration to the Board shall be 3 price base amounts as of 2024 (previously 3 price base amounts as of 2023) to the chairman of the Board and 3 price base amounts as of 2024 (previously 3 price base amounts as of 2023) to the other Board members, to be divided between them according to the Board’s decision,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Johan Möllerström and Rolf Bjerndell are re-elected as Board members, and that Kaj Söderström is elected as new member of the Board, for the period until the end of the next AGM. It is noted that Eva Tornberg, Anders Hättmark and Anders Gustafsson has declined re-election,
that Johan Möllerström is re-elected as chairman of the Board, and
that the principles for the appointment of the Nomination Committee adopted on the AGM 2022 shall continue to apply also for the appointment of the Nomination Committee ahead of the AGM 2025.
The Nomination Committee intends to present its proposal for the election of auditor (item 13) at the AGM at the latest.
Kaj Söderström, who is proposed for election to the Board, has both board and management team experience in major companies. He has previously worked with sourcing/purchasing/logistics, production, environment, ERP and sales and has broad experience of international business. Kaj comes most recently from Bona AB, where he held the role as Senior Adviser Sourcing & Operations. Kaj was Chairman of the Board of Veg of Lund from 2016 to 2019. Kaj is independent in relation to the Company and its management and dependent in relation to major shareholders. Kaj holds 1,922,806 shares in the Company privately and through the partly owned company Reosurf AB.
The Board’s proposals
Allocation of the Company’s profit or loss (item 8.b))
The Board of Directors proposes that no dividend for the financial year 2023 is to be paid.
Resolution on amendments to the Articles of Association (item 15)
The Board of Directors proposes that the AGM resolves to amend the Articles of Association as follows:
It is proposed that the Company’s name in § 1 of the Articles of Association be amended as follows:
Current wording: “The company name is Veg of Lund AB (publ).”
Proposed wording: “The company name is Dug Food Tech AB (publ).”
It is proposed that the limits for the Board of Directors in § 6 of the Articles of Association be amended as follows:
Current wording: “The Board of Directors shall consist of a minimum of four and a maximum of eight Board members. The Board of Directors shall not have any deputy Board members.”
Proposed wording: “The Board of Directors shall consist of a minimum of three and a maximum of eight Board members. The Board of Directors shall not have any deputy Board members.”
Resolution on authorization for the Board of Directors to issue shares, warrants and convertibles (item 16)
The Board of Directors proposes that the AGM authorizes the Board of Directors to, on one or several occasions during the period up to the next AGM, resolve on new issues of shares, warrants or convertibles, with or without deviation from the shareholders’ pre-emption rights. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1–3 and 5 of the Swedish Companies Act. The number of shares that can be issued, or, in the event of an issue of warrants or convertibles, added after exercise or conversion, with the support of the authorization shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered Articles of Association.
The purpose of the authorization is to increase the Company’s financial flexibility and the Board’s discretion. If the Board of Directors resolves on a issue with deviation from the shareholders’ pre-emption rights, the reason shall be to raise working capital, broadening the ownership of the Company, procuring capital for company acquisitions, or to fulfil obligations in cooperation agreements.
Majority requirements
Resolutions in accordance with items 15 and 16 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the AGM.
Further information
As per the date of the issue of this notice, the total number of shares and votes in the Company are 41,264,885. The Company does not hold any own shares.
The annual report, audit report, proxy forms, the Board’s complete proposals as well as complete underlying documentation will be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.
The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act.
The Company has its registered office in Lund.
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Lund, May 2024
Veg of Lund AB (publ)
The Board of Directors
