Compensation to the Board of Directors is determined by the Annual General Meeting based on proposals from the nomination committee. However, the Board of Directors is entitled, in specific cases, to commission an individual director to perform consultancy services on behalf of the Company within their respective areas of competence. Directors elected by the Annual General Meeting shall, in these specific cases, be eligible to receive fees for services, which do not constitute board work. With respect to the services, a fee on market terms will be payable, which must be approved by the Board of Directors. This shall also be applicable if the work is carried out through a company wholly or partially owned by a board member. These guidelines correspond to the guidelines approved by the Annual General Meeting 2021.
15. Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve, on one or several occasions, on issue of shares and/or warrants and/or convertibles during the time until the next Annual General Meeting for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders.
The issues shall be done to a marketable issue price determined by the Board of Directors in consultation with the company’s financial advisers, taking into consideration any marketable issue-discount.
The number of shares that could be issued, or the number of shares that could be subscribed for through warrants, or the number of shares that convertibles could be converted into shall amount to a total maximum of 15 295 000 new shares representing a dilution amounting to approximately ten per cent.
The purpose of the authorization and the reason to deviate from the preferential right of the shareholders is that issues shall be possible for financing the company’s business, commercialisation and development of the company’s products and markets and/or acquisition of businesses, companies or parts of companies and/or enable a broadening of the owner base of the Company.
The approval by the Annual General Meeting of this proposal in accordance with the above is valid only if supported by shareholders representing at least 2/3 of both the votes cast and the votes represented at the meeting.
16. Resolution regarding adjustment authorization
The Board of Directors, the CEO or the person appointed by the Board of Directors shall be authorized to make such minor amendments and clarifications of the resolution by the Annual General Meeting that may prove necessary in connection with registration of the resolutions.
Number of shares and votes
At the time of this notice, the total number of shares and votes in the Company amounts to 137 655 143. The Company holds no treasury shares.
Shareholders’ right to request information
The board of directors and the CEO shall, if requested by any of the shareholders and the board of directors deem that it will not essentially damage the company, provide information regarding circumstances that can have an effect on the assessment of an item on the agenda, circumstances that can have an effect on the assessment of the company’s financial situation. The disclosure obligation also refers to the Company’s relationship with other Group company and the consolidated accounts as well as such matters regarding Group companies as referred to above.
Annual report and other documents
Accounting documents, auditors’ report and other documents to be considered at the Annual General Meeting will be available at the Company’s office at J A Wettergrens Gata 14, 421 30 Västra Frölunda, and on the Company’s website, www.minesto.com, no later than three weeks prior to the Annual General Meeting.
Processing of personal data
For information on how your personal data is processed please refer to the integrity policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Göteborg in May 2022
Minesto AB
The Board of Directors
CONTACT:
For additional information, please contact
Cecilia Sernhage, Communications Manager
+46 31 29 00 60
ir@minesto.com
This information was brought to you by Cision http://news.cision.com
https://news.cision.com/minesto-ab/r/notice-to-attend-the-annual-general-meeting-of-minesto-ab,c3563520
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