The shareholders of Nobina AB (publ) (“Nobina” or the “Company”) are hereby summoned to the annual general meeting (the “Meeting”) on 31 May 2018 at 2.00 p.m. CET at World Trade Center, Kungsbron 1, Stockholm.
Notice to annual general meeting
Information on the proposed board members
Nomination committee's proposals and reasoned statements
Power of attorney
Principles for nomination committee
Proposal for share saving scheme 2018
Proposal on appropriation of results
Proposal on authorisation to issue new shares etc.
Proposal on guidelines for remuneration
The board of directors’ statement pursuant to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act
Registration for the annual general meeting can be made here: http://anmalan.vpc.se/nobina2018/
Registration of participation at the Meeting will end at the opening of the Meeting. The premises will open at 1.00 pm CET.
Right to attend the Meeting
Shareholders who wish to attend the Meeting must be registered in the share register maintained by Euroclear Sweden AB on 25 May 2018.
Shareholders must also notify the Company of their intention to participate by mail to Nobina AB (publ), c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, by phone +46 8 402 92 76 or to the Company’s website, www.nobina.com, no later than on 25 May 2018. The notification should include the shareholder’s full name, personal identification number/corporate registration number (or similar), registered shareholding, as well as, if applicable, details of representatives, proxies and advisors.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the Meeting. Such registration must be effected no later than on 25 May 2018. Shareholders must, therefore, instruct their nominees well in advance thereof.
Proxy and use of personal data
Shareholders represented by proxy must issue a written, dated power of attorney. If the power of attorney is issued by an entity, a certified copy of a certificate of registration for that entity or equivalent certificate of authority must be enclosed to it. The power of attorney is valid for one year, or, if explicitly stated, up to five years from its issuance. The original power of attorney and certificate of registration or equivalent certificate of authority should be submitted to the Company by mail to the above address in due time prior to the Meeting. A form of power of attorney is available on the Company’s website: www.nobina.com.
In connection with the notice of attendance, Nobina will use the personal data in relation to the shareholders that are requested in accordance with the abovementioned. The personal data gathered from the share register, notice of attendance at the annual general meeting and information on proxies and advisors will be used for registration, preparation of the voting register for the annual general meeting and, when applicable, the minutes of the annual general meeting. The personal data will only be used in connection with the annual general meeting 2018.
1. Opening of the Meeting
2. Appointment of chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination that the Meeting has been duly convened
7. Presentation of the annual accounts and the auditor’s report and the consolidated accounts and the auditor’s report on consolidated accounts
8. Resolution on
a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet
b. appropriation of the Company’s results in accordance with the adopted balance sheet
c. discharge from liability for the members of the board of directors and the managing director
9. Determination of the number of members of the board of directors as well as auditors
10. Determination of fees for members of the board of directors and auditors
11. Election of members of board of directors and auditor
12. The nomination committee’s proposal on principles for the nomination committee
13. The board of directors’ proposal on guidelines for remuneration to the senior management
14. The board of directors’ proposal on
a. implementation of a performance based share saving scheme
b. authorisation for the board of directors to purchase and sell treasury shares within the scope of Nobina’s share saving schemes
c. transfer of treasury shares to participants in Nobina’s share saving schemes
d. equity swap agreement with third party
15. The board of directors’ proposal on authorisation for the board of directors to resolve on new issues of shares or convertibles
16. Closing of the Meeting
To read the complete notice for the annual general meeting, please see the attached announcement.