NOTICE OF EXTRAORDINARY GENERAL MEETING IN OMNICAR HOLDING AB
The shareholders of OmniCar Holding AB (the “Company”) are hereby notified of the
extraordinary general meeting on Wednesday, 28 December 2022.
The board of directors has, in accordance with sections 20 and 22 of Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, decided that the extraordinary general meeting will be executed without physical presence of shareholders, proxies and third parties. Instead, shareholders shall have the opportunity to exercise their voting rights solely by postal voting. Shareholders will, however, have the opportunity to ask questions in writing prior to the meeting.
Shareholders are welcome to send their eventual questions in accordance with instructions under the heading Right to request information. The questions and answers will be available at the company's office and on the company's website, www.omnicar.com/investor-relations/, no later than Friday, 23 December 2022.
Information on the resolutions passed at the meeting will be disclosed on Wednesday, 28 December 2022, as soon as the result of the postal voting has been finally confirmed.
RIGHT TO ATTEND AND NOTIFICATION
Shareholders wishing to attend the meeting through postal voting must:
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be registered as a shareholder in the share register kept by Euroclear Sweden AB (“Euroclear”) as of Monday, 19 December 2022,
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notify their attendance to the meeting by casting their postal vote so that the postal voting form is received by the Company no later than Tuesday, 27 December 2022.
NOMINEE REGISTERED SHARES
In order to be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name so that the holder is entered in the share register kept by Euroclear as of Monday, 19 December 2022. Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Wednesday, 21 December 2022, will be taken into account in the presentation of the share register.
POSTAL VOTING
The board of directors has decided that the shareholders shall be able to exercise their voting rights solely through postal voting in accordance with section 22 in Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. For postal voting, a certain form must be used. The postal voting form will be available on the Company’s website, www.omnicar.com/investor-relations/, well in advance of the meeting. The form also applies as registration.
The completed voting form must be received by the Company no later than on Tuesday, 27 December 2022.The form shall in due time be submitted via mail to the Company at Advokatfirman Lindahl KB, Att: OmniCar Extraordinary General Meeting, Box 5898, 102 40 Stockholm, Sweden, or via e-mail to [email protected]. The shareholder may not provide the postal vote with special instructions or conditions. If so, the postal vote is invalid in its entirety.
In the postal voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be a postal voting meeting. Such continued general meeting to decide on a particular matter shall take place if the meeting decides on it or if shareholders of at least one tenth of all shares in the Company request it.
PROXY AND POWER OF ATTORNEY
If the shareholder postal votes by proxy, a signed and dated power of attorney shall be enclosed to the form. Form of power of-attorney will available on the Company’s website, www.omnicar.com/investor-relations/, well in advance of the meeting. The power of attorney and the registration certificate are valid for one year from the date of the issue, or for a longer period of validity that is specified in the power of attorney, although no longer than five years from the date of issue. If the shareholder is a legal entity, a verified copy of the registration certificate or an equivalent authority document, no older than one year, exhibiting authorized signatory for the legal entity, must be appended.
RIGHT TO REQUEST INFORMATION
The board of directors and the CEO shall, if any shareholder so requests, and the board of directors considers that it can be done without significant damage to the Company, provide information on circumstances that may affect the assessment of any matter on the agenda. Requests for such information must be submitted in writing to Advokatfirman Lindahl KB, Att: OmniCar Extraordinary General Meeting, Box 5898, 102 40 Stockholm, Sweden, or via e-mail to [email protected] no later than Sunday, 18 December 2022.
Information is provided by being kept available at the Company's website, www.omnicar.com/investor-relations/, and at Advokatfirman Lindahl KB at the address Nybrogatan 17, 114 39 Stockholm, Sweden, no later than Friday, 23 December 2022 and will be sent to the shareholders who so requests and have stated their address.
PROPOSED AGENDA
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Opening of the meeting
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Election of chair of the meeting
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Preparation and approval of the voting register
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Approval of the agenda
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Election of one or two persons to attest the minutes
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Determination of whether the meeting has been duly convened
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Resolution on amendment of the articles of association
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Closing of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of chair of the meeting
Ola Svanberg or, in his absence, the person appointed by the board, are proposed to be elected as chair of the meeting.
Item 3 – Preparation and approval of the voting register
The voting register proposed to be approved, is the voting register that has been drawn up based on the share register and received postal votes and that has been controlled and approved by the person adjusting the minutes.
Item 5 – Election of one or two persons to attest the minutes
Ole Frydensbjerg, or in his absence, the person appointed by the board, is proposed to be elected to attest the minutes of the meeting together with the chair. The assignment of approving the minutes of the meeting also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the meeting.
Item 7 – Resolution on amendment of the articles of association
The board of directors proposes that the meeting resolve on amendment of the articles of association according to the following.
§ 2 of the articles of association is proposed to be amended as follows:
Current wording: "The registered office of the company is situated in Helsingborg." Proposed new wording: “The registered office of the company is situated in Stockholm”
§ 4 of the articles of association is proposed to be amended as follows:
Current wording: “The share capital shall be not less than SEK 2,060,681 and not more than SEK 8,242,724. The number of shares shall be not less than 20,606,810 and not more than 82,427,240.”
Proposed new wording: “The share capital shall be not less than SEK 7,500,000 and not more than SEK 30,000,000. The number of shares shall be not less than 75,000,000 and not more than 300,000,000.”
MAJORITY REQUIREMENT
For a resolution in accordance with item 7 on the agenda, it is required that the meeting’s resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
DOCUMENTS
Complete proposals will be held available at the Company’s office and on the Company’s website, www.omnicar.com/investor-relations/, no later than Wednesday, 14 December 2022. Copies of the documents will be sent to the shareholders who so requests and state their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Helsingborg in November, 2022
OmniCar Holding AB
The board of directors