Notice of annual general meeting in Nobina AB (publ)

Nobina AB (publ), 556576-4569, holds its annual general meeting on 31 May 2022.

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 exercise their voting rights by postal voting prior to the general meeting pursuant to Sections 20 and 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations.

VOTE AT THE GENERAL MEETING

Shareholders who wish to exercise their voting rights at the annual general meeting must:

  • be entered as a shareholder in the share register kept by Euroclear Sweden AB on 20 May 2022 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in their own name for voting purposes in such time that the registration is completed by 24 May 2022; and
  • submit a postal vote in accordance with the instructions set out in the section “Instructions for postal voting” below in such time so that the company receives the postal vote no later than 30 May 2022.

Instructions for postal voting

In order to vote at the annual general meeting, the shareholders must use the digital postal voting form and follow the instructions available on the company’s website, www.nobina.com. The postal voting form shall be sent either:

  • by post to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Nobina’s AGM”);
  • by email to proxy@computershare.se; or
  • electronically with BankID in accordance with the instructions on www.nobina.com.

If a shareholder’s voting rights are exercised through a proxy, a power of attorney and other authorisation documents must be enclosed with the postal voting form. A proxy form is available at the company’s website, www.nobina.com.

PROPOSED AGENDA

1. Opening of the meeting

2. Election of chairman for the meeting

3. Election of one or two persons to verify the minutes

4. Preparation and approval of the voting register

5. Approval of the agenda

6. Determination of whether the meeting has been duly convened

7. Presentation of the annual accounts and the auditor’s report as well as the consolidated accounts and the auditor’s report on the consolidated accounts

8. Resolution on adoption of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet

9. Resolution on allocation of the company’s results in accordance with the adopted balance sheet

10. Resolution on discharge from liability for the board of directors and the managing director

11. Determination of the number of board members

12. Determination of fees to the board members

13. (a)–(e) Election of board members

14. Determination of the number of auditors

15. Determination of fees to the auditor

16. Election of auditor

17. Closing of the meeting

PROPOSED RESOLUTIONS

Item 2: Election of chairman for the meeting

The board of directors proposes that advokat Carl Westerberg is elected as chairman of the meeting or, in the event of his absence, a person appointed by the board of directors.

Item 3: Election of one or two persons to verify the minutes

The board of directors proposes that Erik Persson, representing OffertoRide Bidco AB, or, if he is absent, any person appointed by the board of directors, is elected to verify the minutes of the meeting.

Item 4: Preparation and approval of the voting register

The board of directors proposes that the register prepared by the company based on the share register and the postal votes received by the company is approved as voting register for the meeting.

Item 9: Resolution on allocation of the company’s results in accordance with the adopted balance sheet

The board of directors proposes that no dividend is distributed and that all distributable funds are carried forward.

Item 11: Determination of the number of board members

OffertoRide Bidco AB, holding 95.9 per cent of all shares and votes in the company (excluding treasury shares held by the company), proposes that the number of board members elected by the annual general meeting shall be four without deputies.

Item 12: Determination of fees to the board members

OffertoRide Bidco AB, holding 95.9 per cent of all shares and votes in the company (excluding treasury shares held by the company), proposes that no fees should be paid to the board members.

Item 13 (a)–(e): Election of board members

OffertoRide Bidco AB, holding 95.9 per cent of all shares and votes in the company (excluding treasury shares held by the company), proposes that Robert Gregor, Markus Geisselmann, Wil Jones and Magnus Rosén are re-elected as board members and that Robert Gregor is re-elected as chairman of the board for the period until the close of the next annual general meeting.

Item 14: Determination of the number of auditors

The board of directors proposes that the company shall have one auditor without a deputy auditor.

Item 15: Determination of fees to the auditor

The board of directors proposes that the fees to the auditor should be paid in accordance with approved invoice.

Item 16: Election of auditor

The board of directors proposes that Öhrlings PricewaterhouseCoopers AB is re-elected as auditor for the period until the close of the next annual general meeting.

NUMBER OF SHARES AND VOTES

As of the date of this notice, the total number of shares and votes in the company amounts to 88,355,682, whereof the company holds 2,030,092 shares in treasury.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Shareholders that wish to request information pursuant to Chapter 7, section 32 of the Swedish Companies Act shall do so by submitting the request in writing by post to Nobina AB (publ), Att “Annual General Meeting”, Armégatan 38, Box 6071, SE-171 71 Solna, or by email to nobinaagm@nobina.com no later than on 21 May 2022. The information will be made available at Nobina AB (publ), Armégatan 38, SE-171 71 Solna and on www.nobina.com, no later than 26 May 2022. Within the same time, the information will be sent free of charge to shareholders who so request and inform the company of their address.

AVAILABLE DOCUMENTS

Documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act will be made available at the company’s offices, Armégatan 38, SE-171 71 Solna, and on the company’s website www.nobina.com. The documents will also be sent free of charge to shareholders who so request and inform the company of their address.

A share register reflecting the shareholdings in the company as of 20 May 2022 and voting registrations of shares registered in the name of a nominee made not later than on 24 May 2022 will be made available at the company’s offices, Armégatan 38, SE-171 71 Solna, prior to the annual general meeting.

PROCESSING OF PERSONAL DATA

For information on how personal data is processed in connection with the general meeting, see the privacy notice on Euroclear Sweden AB’s and Computershare AB’s respective website, https://www.euroclear.com/dam/ESw/Legal/Privacy_notice
_BOSS_20181023.pdf and https://www.computershare.com/se/gm-gdpr#English.

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Solna in April 2022
Nobina AB (publ)
The Board of Directors

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