Notice of extraordinary general meeting in Midsona AB (publ)
The shareholders in Midsona AB (publ), reg.no 556241-5322, (“Midsona”) are hereby given notice to the Extraordinary General Meeting that will be held on Tuesday 20 December 2022.
The Board has resolved that the Extraordinary General Meeting will be held without physical presence of shareholders, proxies or external parties and that the exercise of voting rights may only be made via post before the Meeting in accordance with the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
Information about the resolutions of the Extraordinary General Meeting will be published on 20 December 2022 as soon as the compilation of the voting is completed.
Those who wish to exercise their voting rights at the Extraordinary General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on 12 December 2022; and
- give notice by casting a postal vote according to the instructions under the heading “Instructions for postal voting”, the postal vote must be received by Euroclear no later than 19 December 2022.
Note that any holdings of paid and subscribed shares (BTA) in the rights issue resolved by the Board of Directors on 25 October 2022 will not carry any voting rights at the Meeting.
Nominee-registered shares
Shareholders whose shares are nominee-registered through a bank or other authorized depositary, e.g. in a custody account, must – in addition to giving notice of their attendance – request that the shares be temporarily re-registered in their own name so that the shareholder is registered in Euroclear’s share register as of the record date on 12 December 2022. Such registration may be temporary (so-called voting rights registration) and is requested at the nominee in accordance with the nominee’s routines in such time in advance as the nominee determines. Registration of voting rights that has been requested by shareholders in such time that the registration has been made by the nominee no later than 14 December 2022, will be taken into account in the preparation of the share register.
Instructions for postal voting
As subscribed above, the Board has resolved that shareholders can exercise their voting rights only via postal voting in accordance with the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for postal voting. Postal voting form is available at Midsona’s website, www.midsona.com.
Shareholders can vote by post in following ways:
- Completed and signed postal voting form can be sent by post to Midsona AB, “extrastämma”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by e-mail to [email protected]. The completed form must be received by Euroclear no later than 19 December 2022.
- Shareholders may also, no later than 19 December 2022, cast a postal vote electronically via verification with BankID on Euroclear’s website https://anmalan.vpc.se/EuroclearProxy.
The shareholder may not give instructions other than to mark one of the alternative answers on the form. If the shareholder has included special instructions or conditions on the form, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.
If a shareholder casts a postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Power of attorney forms are available on Midsonas’s website, www.midsona.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be enclosed with the form.
For questions concerning the postal voting procedure, please contact Euroclear, tel. +468‑402 91 33 (Monday – Friday, between 9 a.m. – 4 p.m.).
Personal data
Personal data obtained from the share register, notices of attendance at the Extraordinary General Meeting and information on proxies will be used for registration, preparation of the voting list for the Extraordinary Meeting and, where applicable, the minutes of the Extraordinary Meeting.
For information about how your personal data is processed, please be referred to the Privacy Policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
- Election of the Chairman for the Meeting
- Election of two persons to attest the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination as to whether the Meeting has been duly convened
- Election of new Board members
- Election of Chairman of the Board
Resolution proposal
Election of the Chairman of the Meeting (agenda item 1)
The Board has proposed that the Chairman of the Board, Ola Erici, shall be elected Chairman of the Meeting, or in the event of his absence, the person appointed by the Board.
Election of two persons to attest the minutes (agenda item 2)
The Board proposes Henrik Munthe (Stena Adactum) and Ulrik Grönvall (Swedbank Robur) or, if one or both of them are prevented from participating, the person/-s appointed by the Board, to attest the minutes. The assignment to verify the minutes shall also include verifying the voting list and that postal votes received are correctly reflected in the minutes of the Meeting.
Preparation and approval of the voting list (agenda item 3)
The voting list proposed for approval is the voting list prepared by Euroclear, based on the share register and submitted postal votes, and verified by the persons assigned to verify the minutes.
Election of new Board members (agenda item 6)
At the Annual General Meeting held on 5 May 2022, it was resolved that the Board shall consist of seven ordinary Board members.
The Nomination Committee, consisting of Henrik Munthe (appointed by Stena Adactum AB), also Chairman of the Committee, Bo Lundgren (appointed by Swedbank Robur Fonder), Bengt Belfrage (appointed by Nordea Fonder) and Ola Erici (Chairman of the Board and convener of the Nomination Committee), has proposed that Patrik Andersson and Anders Svensson shall be elected new members of the Board. The Nomination Committee has been informed that the Chairman of the Board, Ola Erici, and the Board member Peter Wahlberg have made their seats available in connection with this election of new Board members.
If the meeting resolves in accordance with the committee’s proposal, the Board will consist of Patrik Andersson, Heli Arantola, Sandra Kottenauer, Jari Latvanen, Henrik Stenqvist, Anders Svensson and Johan Wester.
The Board members receive remuneration for their work in accordance with the resolution from the 2022 Annual General Meeting, involving that the remuneration shall be allocated between new and resigning Board members in proportion to the duration of their respective mandate.
Information relating to proposed new Board members
Patrik Andersson (born 1963) was until recently CEO of the Nasdaq listed traded cash management company Loomis, a position he has held since 2016. Previous position includes CEO of Orkla Foods Sweden, CEO of Rieber&Søn, Head of Swedish Match North Europe Division and CEO of Wasabröd. Prior to that, Patrik worked in various senior management positions within Unilever for 12 years.
Patrik owns no shares in Midsona.
Education: Master’s degree in economics and Business Administration, University of Lund.
Anders Svensson (born 1964) was most recently CEO of ICA Sweden, where he worked for over 13 years. Prior to that, Anders held leading senior management positions, including CEO of Arla Foods Sweden and several roles within Procter & Gamble. Anders is currently Chairman of the Board of Stadium and the Swedish Trade Federation (Svensk Handel), as well as Board member of Skistar and the Confederation of Swedish Enterprise (Svenskt Näringsliv).
Anders owns 35,000 shares of class B in Midsona.
Education: Bachelor of Science in Business Administration and Managerial Economics, University of Lund.
Both Patrik Andersson and Anders Svensson are independent in relation to the company and senior executives as well as in relation to major shareholders.
Election of Chairman of the Board (agenda item 7)
The Nomination Committee proposes that Patrik Andersson is elected as Chairman of the Board.
Number of shares
At the time of the issue of this notice, the total number of shares in the Company amounts to 72,714,040, whereof 298,320 shares of class A and 72,415,720 shares of class B, corresponding to a total number of 75,398,920 votes. The Company does not hold any own shares.
Documents
Other documents relating to the Extraordinary General Meeting will be held available on the Company’s office and the Company’s website www.midsona.com, and will on request be sent without charge to shareholders who provide their postal address. The share register will also be available at the Company.
Information
The Board and the CEO shall, if requested by any shareholder and if the Board is of the opinion that it can be done without causing material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda. The request on such information must have been received in writing by Midsona no later than ten days before the Meeting, to the address Midsona AB (publ), PO Box 21009, SE-200 21 Malmö or by e-mail to Tora Molander, [email protected]. The information will be available on Midsona's website www.midsona.com and at Midsona's head office Dockplatsen 16, 211 19 Malmö no later than 15 December 2022. The information will on request be sent to shareholders who provide their postal address.
Malmö, November 2022
Midsona AB (publ)
The Board of Directors
This document is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.