Notice of Annual General Meeting of Insplorion AB (publ)
Shareholders of Insplorion AB (publ) 556798-8760, are hereby invited to participate in the Annual General Meeting on Tuesday, April 19. Due to the ongoing Covid-19 situation, the AGM will be conducted in accordance with so called mail-in procedures, meaning that shareholders and representatives will not be able attend the AGM in person. Instead, shareholders can only participate in the AGM by voting and submitting questions in advance pursuant to the instructions described below.
In order to participate in the AGM via mail voting, a shareholder must be registered in the register of shareholders maintained by Euroclear Sweden AB as of Thursday, April 7, 2022, and notify attendance at the AGM no later than Friday, April 15, 2022. The exercise of voting rights in accordance with the mail-in procedure will be considered as a notification from the shareholder to attend the meeting.
Shareholders may exercise their voting rights at the meeting only by voting in advance, mail voting in accordance with section 22 of the temporary Act (2022: 121) to facilitate the conduct of Annual General Meetings. A special form must be used for mail voting. The form is available on the company's website www.insplorion.com.
The advance voting form is valid as a notification to the meeting. The completed form must be received by the company no later than Friday, March 15, 2022. The completed form must be sent to [email protected] or the company address Arvid Wallgrens Backe 20, 413 46 Gothenburg. If shareholders vote in advance through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the form. Proxy forms are available on the company's website www.insplorion.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. The shareholder may not provide the advance vote with special instructions or conditions. If this happens, the vote is invalid. Further instructions and conditions can be found in the advance voting form.
Shareholders whose shares are in a custody account, through a bank, broker or other nominee, must request the re-registration of their shares in their own names in the share register in order to be entitled to attend the general meeting (registration for voting rights). Such registration may be temporary and must be duly effected with Euroclear no later than April 7, 2022, for the shareholder to be entitled to attend the general meeting. The shareholders must therefore advise their nominees well in advance of that date and request that the shares be registered for voting rights.
Agenda of the Annual General Meeting in accordance with the Articles of Association
- Election of the Chairman of the general meeting
- Establishment and approval of the list of voters
- Presentation and approval of the agenda
- Appointment of one or two persons to countersign the minutes
- Determination of whether the Annual General Meeting has been duly convened
- Presentation of the annual accounts and the auditor’s report, and, when applicable, of the consolidated accounts and auditor’s report
- Resolutions
- on approval of the income statement and balance sheet, and, when applicable, of the consolidated income statement and consolidated balance sheet
- on allocations in respect of profit or loss according to the approved balance sheet
- on discharge from liability for the board members and the CEO
- Determination of remuneration to the board members and the auditor
- Election of board members and auditors
- Resolution on the Nomination Committee for the Annual General Meeting 2023
- Closing of the general meeting
The annual report will be published on the Company’s website, www.insplorion.com, no later than three weeks prior to the Annual General Meeting, and will be sent to shareholders upon request
Proposed resolutions for items 1, 4, 7 and 8-10 of the agenda. Proposed resolutions for items 1, 8-10 are provided by the Nomination Committee, consisting of Mikael Hägg, Elin Langhammer and Håkan Krook.
1. It is proposed that Jonas Ehinger is elected Chair of the Annual General Meeting.
4. It is proposed that Elin Langhammer and Olof Andersson are appointed to countersign the minutes
7.b) The Board of Directors proposes that no dividend be paid and that available profits be carried forward.
8. It is proposed that a fee of SEK 200,000 be paid to the Chairman of the Board and a fee of SEK 100,000 to each of the other board members. It is proposed that remuneration to the auditor shall be paid on open account.
9. The Nomination Committee proposes that Johan Ehinger (Chairman of the Board), Jan Burenius, Ulla-Britt Fräjdin-Hellqvist, Anders Sandell and Magnus Jonsson be re-elected. The Nomination Committee proposes that Daniel Haglund, KPMG, is appointed auditor.
10. The Nomination Committee proposes that the Company’s Nomination Committee for the Annual General Meeting 2023 shall consist of three members. The Chairman of the Board or a board member appointed by the Chairman of the Board shall, as soon as possible after the end of the third quarter, contact the 5 largest shareholders registered in the share register and in consultation with them appoint the three members who will form the Nomination Committee. The composition of the Nomination Committee shall be announced on the Company’s website as soon as it has been established. The Nomination Committee’s task is to prepare such proposals that the Swedish Corporate Governance Code imposes as the obligations of a nomination committee. The Nomination Committee’s mandate is valid until a new Nomination Committee has been appointed.
Shares and votes
As of March 22, 2022, there are 13,090,234 shares in the Company, representing 13,090,234 votes in total. All shares belong to the same class. As of March 22, 2021, the Company has no shareholding of its own.
Information at the Annual General Meeting
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 on circumstances which may affect the assessment of the Company’s financial position. Those wishing to submit questions in advance may do so by email at [email protected].
Processing of personal data
For information about the processing of your personal data in connection with the Annual General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Göteborg Mars 2022
The board of directors
Insplorion AB (publ)
