Notice of Extraordinary General Meeting in Nilar International AB
The shareholders of Nilar International AB, reg. no. 556600-2977, (the "Company") are hereby invited to the extra general meeting on Monday 13 March 2023 at 13:00 at Scandic Hotel Täby, Näsbyvägen 4 Täby.
Right to attend the general meeting
Shareholders who wish to attend the extra general meeting must:
- on the record date, which is Friday 3 March 2023, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their participation and any assistants (no more than two) in the extra general meeting no later than Tuesday 7 March 2023. The notification shall be in writing to Nilar International AB, Attn: Bolagsstämma, Stockholmsvägen 116 A, 187 30 Täby or via e-mail: [email protected]. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Friday 3 March 2023 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 7 March 2023 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on Tuesday 7 March 2023. A proxy form will be available on the Company's website, www.nilar.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the proposed agenda
- Election of one or more persons to certify the minutes
- Determination of whether the general meeting has been duly convened
- Determining the number of directors
- Determination of fees for the board of directors
- Election of directors and the chairman of the board
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chairman of the meeting
The nomination committee proposes that Carl Svernlöv, attorney at law, at Baker & McKenzie Advokatbyrå is appointed as chairman of the extra general meeting or, in his absence, the person appointed by him.
Item 6: Determining the number of directors
The nomination committee proposes that the board of directors shall consist of seven directors without deputies.
Item 7: Determination of fees for the board of directors
The nomination committee proposes that the remuneration shall be paid to the board of directors and the members of the established committees in the following amounts:
- SEK 200,000 for each director (SEK 100,000) and SEK 500,000 to the chairman (SEK 250,000);
- SEK 100,000 for members of the audit committee (SEK 50,000) and SEK 150,000 to the chair of the audit committee; and
- SEK 50,000 to the members of the remuneration committee.
Item 8 Election of directors and the chairman of the board
The nomination committee proposes that John Häger is elected as a new director. The other directors, i.e., Gunnar Wieslander, Stefan De Geer, Ulrika Molander, Helena Nathhorst, Marko Allikson and Peter Wesslau will remain as directors. Gunnar Wieslander remains as chairman of the board.
More information about the board member proposed for election
Name: John Häger
Education and background
MSc, Production Engineering, Luleå Tekniska Universitet 1988
Current assignment
CEO Duroc AB (Publ), Chairman of the board Duroc Group
Previous assignments
Managing Director: Sandvik Coromant (Nordic incl Baltics and Poland) 2006-2016. Various Management positions within marketing and product development: Sandvik Coromant, Sandvik Automation and Madison Heights 1995-2006
Year of birth
1964
Nationality
Sweden
Shareholding in the Company, including related natural and legal persons
None
Independence
According to the Nomination Committee's assessment, John Häger is independent in relation to the Company and the Company's management, and independent in relation to the Company's major shareholders.
Number of shares and votes
The total number of shares and votes in the Company as of the date of the notice amounts to 318,582,257. The Company does not own any shares.
Other
Proxy form and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company in accordance with the address above and at the Company's website, www.nilar.com, at least two weeks in advance of the extra general meeting. All documents in accordance with above are sent to the shareholders who request it and state their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Täby in February 2023
Nilar International AB
The board of directors
