Notice of the Annual General Meeting of Cloetta AB (publ)
Shareholders of Cloetta AB (publ), reg. no. 556308-8144, are hereby invited to attend the Annual General Meeting, to be held on Tuesday, 4 April 2023 at 3.00 p.m. CET at Courtyard by Marriott, Rålambshovsleden 50 in Stockholm, Sweden. Registration will commence at 2.00 p.m. CET.
The Board of Directors has resolved that shareholders may also exercise their voting right at the Annual General Meeting by postal voting pursuant to the provisions in the Articles of Association of Cloetta.
Right to attend the meeting and notice
Shareholders who wish to participate in the Annual General Meeting shall
- be registered in the shareholders' register maintained by Euroclear Sweden AB on Monday 27 March 2023, and
- give notice of attendance to the company no later than Wednesday, 29 March 2023. Notice of attendance may be given in writing to the company at the address Cloetta AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 (0)8-402 92 85 on weekdays between 10.00 a.m. and 4.00 p.m. or on the company's website, www.cloetta.com. When giving notice of attendance, please state your name or company name, personal identification number or company registration number, address, and daytime telephone number. The registration procedure described above also applies to registration for any assistants.
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading “Postal voting” below. Such postal voting does not require any further notice of attendance.
Nominee-registered shares
To be entitled to attend the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the company, register such shares in their own names in the share register maintained by Euroclear Sweden AB so that the shareholder is recorded in the share register as of 27 March 2023. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 27 March 2023 will be considered in the preparation of the share register.
Proxy etc.
Shareholders who wish to attend the meeting venue in person or through a proxy representative are entitled to bring one or two assistants. Shareholders who wish to bring assistants shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document does not exist, a corresponding document shall be enclosed. In order to facilitate the registration at the meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to the company at the address stated above no later than 29 March 2023. A proxy form is available on the company's website, www.cloetta.com.
Postal voting
A special form shall be used for postal voting. The form is available on Cloetta's website, www.cloetta.com. The postal voting form is considered as the notification of participation at the meeting.
The completed voting form must be received by Euroclear Sweden AB (being the administrator of the forms for Cloetta) no later than Wednesday 29 March 2023. The completed form shall be sent to Cloetta AB, "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to [email protected]. If a shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at www.cloetta.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proposed agenda
- Opening of the meeting
- Election of the chairman of the meeting
- Drawing up and approval of voting list
- Approval of the agenda
- Election of two persons to verify the minutes
- Determination as to whether the Annual General Meeting has been duly convened
- Presentation of the annual report and the auditor's report, as well as the consolidated financial statements and the consolidated audit report, for the financial year 1 January - 31 December 2022
- Report by the chairman of the board on the work of the board
- Presentation by the CEO
- Resolution on adoption of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet
- Resolution on disposition of the company's earnings according to the approved balance sheet, and record day for any dividend
- Presentation of remuneration report for approval
- Resolution on discharge from personal liability of the directors and the CEO
- Resolution on the number of directors
- Resolution on remuneration to be paid to the directors and to the auditor
- Election of directors
- Election of chairman of the board
- Election of auditor
- Proposal regarding rules for the nomination committee
- Proposal regarding guidelines for remuneration to the executive management
- Proposal regarding
(A) long-term share-based incentive plan (LTI 2023) and
(B) transfer of own B-shares under LTI 2023
- Proposal regarding authorisation for the Board of Directors to resolve upon repurchase and transfer of own B-shares
- Closing of the meeting
The notice in its full length is attached to this press release.