Notice to extraordinary general meeting in Arctic Blue Beverages AB
The shareholders of Arctic Blue Beverages, org.nr 559361-7078 (the "Company") are hereby convened to an extraordinary general meeting on 29 December 2022, at 13.00 a.m. CET at the offices of Eversheds Sutherland Advokatbyrå, Strandvägen 1, Stockholm.
Right to attend the meeting etc.
Notification
- Anyone wishing to participate in the general meeting must be registered in the share register maintained by Euroclear Sweden AB on the record date on 20 December 2022, and
- No later than on 22 December 2022 notify participation by e-mail to: [email protected] or by post to Eversheds Sutherland Advokatbyrå, Attn: "EGM 2022", Strandvägen 1, 114 51 Stockholm, Sweden. In the notification, the shareholder must state his/her name, personal or registration number, address, and telephone number and, if applicable, the name of an assistant (maximum 2).
Representative etc.
Shareholders represented by proxy must issue a written power of attorney for the proxy, signed, and dated by the shareholder. The period of validity of the proxy may not exceed five years if specifically stated. If no period of validity is indicated, the proxy shall be valid for a maximum of one year. If the proxy is issued by a legal person, a copy of the certificate of registration or equivalent of the legal person must be attached. The original of the proxy and any certificate of registration should be sent by post to the Company at the above address well in advance to the meeting. Proxy forms are available on the Company's website https://arcticbluebeverages.com/investors/ (at the bottom of the page)
Nominee-registered shares
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the general meeting, request the nominee to re-register them in the share register in their own name at Euroclear Sweden AB (so-called voting right registration). The trustee must complete the registration of voting rights with Euroclear Sweden AB no later than 22 December 2022, which means that shareholders who wish to register their voting rights must notify the trustee well in advance of that date.
Personal data
Personal data obtained through registration, proxy or through the share register maintained by Euroclear Sweden AB will only be used for the necessary registration and the establishment of the voting list for the general meeting. For information on the processing of personal data, please refer to Euroclear's privacy policy available at https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Appointment of one or two persons to verify the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Presentation and approval of the agenda
- Election of new auditor
- Decision on the composition of the board of directors
- Resolution to authorize the board of directors to undertake minor adjustments of the resolutions
- Closing of the meeting
Proposed resolutions
The following proposals for resolutions follow the numbering of the agenda proposed by the board of directors.
Item 7 – Election of new auditor
The board of directors proposes that the Company’s current auditor, KPMG AB, be dismissed and that WeAudit Sweden AB be elected as auditor until the end of the annual general meeting 2023. The reasons for the proposed change of auditor are the need for specific audit experience and knowledge about digitalization and crypto due the Company’s issue of digital owner certificates in the form of NFTs (non-fungible tokens) in connection with the launch of an ultra-premium product earlier this year, as well as cost savings. WeAudit Sweden AB has informed the Company that the authorized public accountant Mikael Köver will be auditor in charge in the event that WeAudit Sweden AB is elected as the Company’s auditor. It is proposed that the remuneration of the Company’s auditor be paid in accordance with the invoice approved by the board of directors.
Item 8 – Decision on the composition of the board of directors
Board members Katri Teller and Tuomas Kukkonen have announced that they are unable to continue as board members of the Company.
The board of directors, therefore, proposes that the general meeting resolves to reduce the number of board members to four and that the board thus shall consist of Antti Villanen (chairman), Gustaf Björnberg (board member), Petri Heino (board member) and Johan Biehl (board member).
Item 9 – Resolution to authorize the board of directors to undertake minor adjustments of the resolutions
The board of directors proposes that the meeting authorizes the board of directors, the CEO or any other person appointed by the board of directors to make such minor adjustments and clarifications too the resolutions adopted by the meeting as may be necessary for the registration of the resolutions.
Information, documents and number of shares and votes
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that this can be done without material prejudice to the Company, provide information on circumstances that may affect the assessment of an item on the agenda.
The notice of meeting shall include the board’s full proposal for a resolution. Documents pursuant to the Companies Act will be made available to shareholders at the Company’s offices two weeks prior to the meeting and will be sent free of charge to shareholders who so request and provide their postal or e-mail address. The notice and the documents will also be published on the Company’s website and presented at the meeting.
The Company has 18,761,716 shares and votes as of the date of this notice.
_______________________
Stockholm in December 2022
Arctic Blue Beverages AB
The board of directors
