Notice of extraordinary general meeting in Biokraft International AB (PUBL)
At the request of 1Vision Biogas AB, reg.no. 559460-3374, (“1Vision Biogas”) which after completion of the public takeover offer to the shareholders of Biokraft International AB (publ), 556528-4733, (the “Company”) holds more than 90 percent of all the shares and votes in the Company, the shareholders of the Company are hereby convened to the Extraordinary General Meeting (“EGM”) to be held on Monday 15 April 2024, at 10:00, at Cirio Advoktbyrå, Biblioteksgatan 9, in Stockholm.
Participation
Shareholders who wish to participate in the EGM must:
- be registered in the register of shareholders maintained by Euroclear Sweden AB per Friday 5 April 2024, and
- notify their intention to participate to the Company, no later than Tuesday 9 April 2024 at the address Cirio Advokatbyrå, Att: Louise Åberg, Box 3294, 103 65 Stockholm, or by e-mail to [email protected] (state “EGM 2024” in the subject line). The notification must include name, national identification number or company registration number and telephone number.
Proxy etc.
Shareholders who are represented by a proxy must issue a written, signed and dated power of attorney for the proxy. The proxy in the original form shall be submitted to the Company at the above address well in advance of the EGM. Proxy form is available at the Company’s website, www.biokraft.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.
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 EGM. In addition to giving notice of participation, 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 Friday 5 April 2024. 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 Tuesday 9 April 2024 will be taken into account in the preparation of the share register.
Processing of personal data
For information on how your personal data is processed in connection with the EGM, refer to 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
- Determination of the number of Board members and Deputy Board members
- Determination of remuneration to the Board of Directors
- Election of Board members and chairperson of the Board of Directors
- Conclusion of the meeting
Proposals
Election of a chairperson of the meeting (item 2)
Attorney Maria Arnoldsson from Cirio Advokatbyrå is proposed as chairperson of the EGM, or in her absence, the person appointed by the Board of Directors.
Resolution regarding determination of the number of Board members and Deputy Board members, determination of remuneration to the Board of Directors and election of Board members and chairperson of the Board of Directors (item 7-9)
1Vision Biogas, who holds more than 90 percent of all the shares and votes in the Company, has requested that the Board of Directors convene an EGM to resolve on determination of the number of Board members and Deputy Board members, determination of remuneration to the Board of Directors and election of Board members and chairperson of the Board of Directors. 1Vision Biogas has stated that they intend to revert with proposals no later than in connection with the EGM.
Information at the EGM
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.
Documentation for the EGM
Documents which according to the Swedish Companies Act shall be available at the EGM will be kept available at the offices of the Company on Kungsbron 1, Entrance C, floor 8 in Stockholm and at the Company’s website www.biokraft.com as from today. 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 2024
Biokraft International AB (publ)
The Board of Directors
