2021 Annual General Meeting
Nobina’s Annual General Meeting will be held on Monday, 31 May 2021.
Nobina is closely monitoring the developments relating to the COVID-19 pandemic and complies with the regulations and advice from the relevant national authorities and international bodies, such as the WHO and the Public Health Agency of Sweden.
The shareholders of Nobina AB (publ) are hereby notified of the annual general meeting on 31 May 2021.
This is a translation. In case of any discrepancies, the Swedish original shall prevail.
In order to prevent the spread of the virus causing covid-19, the board of directors has decided that the annual general meeting shall be held without physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to vote by mail prior to the general meeting.
Notice of attendance
Shareholders who wish to participate in the annual general meeting must
- be registered in the shareholder register maintained by Euroclear Sweden AB as of 21 May 2021, and
- notify their intention to participate by having submitted a mail vote in accordance with the instructions under the heading “Mail voting” below in such manner that Euroclear Sweden AB has received the mail vote by 28 May 2021, at the latest. Please note that a notification to attend the general meeting can only be done through mail voting.
Shareholders with nominee-registered shares, held via a bank or other nominee, must request that the nominee register such shares in the shareholder’s own name in the shareholder register kept by Euroclear Sweden AB in order to participate in the general meeting (voting registration). The nominee must have performed such voting registration with Euroclear Sweden AB by 25 May 2021, at the latest. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee’s instructions.
Shareholders can vote by mail at the annual general meeting through proxies with a written and dated power of attorney. In such case, a power of attorney must be attached to the form of mail vote. The period of validity of the power of attorney may not exceed five years from the date of issue, if it is specifically stated in the power of attorney. If no period of validity is stated, the power of attorney is valid for a maximum of one year from the date of issue. Proxy forms are available from the company and on the company’s website www.nobina.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.
The board of directors has decided that the shareholders shall have the opportunity to exercise their voting rights by mail voting pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. For mail voting, a special form should be used. The form for mail voting is available on the company’s website, www.nobina.com and at the company’s headquarters, Armégatan 38, 171 71 Solna.
The form for mail voting can be sent by regular mail to Nobina AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm or by e-mail to GeneralMeetingService@euroclear.com. Completed forms must be received by Euroclear Sweden AB by 28 May 2021, at the latest. Shareholders who are natural persons can also submit their mail votes electronically through verification with BankID via https://anmalan.vpc.se/euroclearproxy.
Shareholders are not allowed to include special instructions or conditions in the mail vote. If special instructions or conditions are included, such mail vote becomes invalid. Further information and conditions can be found in the form for mail voting and on https://anmalan.vpc.se/euroclearproxy.
- Opening of the meeting
- Election of chairman for the meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting list
- Approval of agenda
- Determination of whether the meeting has been duly convened
- Presentation of the annual accounts and the auditor’s report and of the consolidated accounts and the auditor’s report on the consolidated accounts
- Resolution on adoption of the income statement and the balance sheet and of the consolidated income statement and balance sheet
- Resolution on allocation of the company’s results in accordance with the adopted balance sheet and on record date for dividend
- Resolution on discharge from liability for the board of directors and the CEO
- Presentation of the remuneration report for approval
- Resolution on the number of board members and auditors
- Resolution on fees for the board members and the auditor
- Election of board members
- Election of chairman of the board of directors
- Election of auditor
- Resolution on principles for the composition of and instruction for the nomination committee
- Resolution to
a. implement a performance based share saving scheme,
b. authorise the board of directors to purchase and sell treasury shares within the scope of Nobina’s share saving schemes,
c. transfer treasury shares to participants in Nobina’s share saving schemes, and
d. enter into an equity swap agreement with a third party
- Resolution to authorise the board of directors to resolve on an issue of shares or convertibles
- Resolution to amend the articles of association
- Conclusion of the meeting