The shareholders of TerraNet Holding AB, reg. no. 556707-2128, (the "Company") are hereby invited to the annual general meeting on Thursday 29 April 2021.
Information with respect to the coronavirus
The Company is mindful of the health and well-being of its shareholders and employees. It's important for the Company to take a social responsibility and contribute to reduce the risk of transmission of the Covid-19. Due to the extraordinary situation the annual general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the annual general meeting.
Information on the decisions of the annual general meeting will be published as soon as the outcome of the postal voting is finally compiled on 29 April 2021.
Right to attend the general meeting
Shareholders who wish to participate through advance voting in the general meeting must:
- on the record date, which is Wednesday 21 April 2021, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their intention to participate in the general meeting by casting their advance votes in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by the Company no later than on Wednesday 28 April 2021.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Wednesday 21 April 2021 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 23 April 2021 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on 28 April 2021. A proxy form will be available on the Company's website, www.terranet.se, and will also be sent to shareholders who so request and inform the Company of their postal address.
Advance voting
In view of the recent developments of the spread of the corona virus (Covid-19), the Company has taken certain precautionary measures in relation to the annual general meeting. The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for advance voting. The form is available at www.terranet.se. The advance voting form is valid as a notification to the annual general meeting.
In the advanced voting form, the shareholders may request that resolution in one or more of the matters raised in the proposed agenda be postponed to a so-called continued general meeting, which may not be held solely by advanced voting. Such a continued meeting for a decision in a specific matter shall take place if the meeting decides on it or if the owners of at least one tenth of all shares in the Company so requests.
The completed voting form must be received by the Company no later than on Wednesday 28 April 2021. The completed form shall be sent to the address: TerraNet Holding AB, Att: Pål Eriksson, Mobilvägen 10, 223 62 Lund, Sweden. The completed form may alternatively be submitted electronically and is then to be sent to pal.eriksson@terranet.se. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
Draft agenda
- Opening of the meeting.
- Election of chairman of the meeting and appointment of the keeper of the minutes.
- Preparation and approval of the voting list.
- Election of one person to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report.
- Resolution regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet,
- the profit or loss of the Company in accordance with the adopted balance sheet, and
- discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and auditors.
- Resolution regarding adoption of principles for the nomination committee
- Resolution to amend the Company's articles of association.
- Resolution to authorize the board of directors to resolve on issuances.
- Closing of the meeting.
Proposed resolutions
Item 2: Election of chairman of the meeting and appointment of the keeper of the minutes.
The nomination committee proposes that Carl Svernlöv, Attorney at law, at Baker & McKenzie Advokatbyrå is appointed as chairman of the general meeting and keeper of the minutes or, in his absence, the person appointed by him.
Item 3: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the Company's share register received by Euroclear Sweden AB and the advance votes received, and as verified by the person elected to approve the minutes.
Item 4: Election of one person to certify the minutes
The board of directors proposes that Carl Isaksson, LL.M., at Baker & McKenzie Advokatbyrå or, in his absence, the person or persons instead appointed by him, to be elected to certify the minutes of the general meeting. The task of certifying the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.
Item 6: Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 8.b: Resolution regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 9: Determination of the number of directors and auditors
The nomination committee proposes that the board of directors shall consist of five directors without deputies.
The nomination committee further proposes that the Company shall have one registered auditing firm as auditor.
Item 10: Determination of fees to the board of directors and to the auditors
The nomination committee proposes that the remuneration to each director elected by the meeting and who is not employed by the Company or the group shall be SEK 100,000 (SEK 100,000) and the chairman of the board of directors is to receive SEK 200,000) (SEK 200,000), in total SEK 600,000 (SEK 700,000 previous year).
Remuneration to the auditor is to be paid according to approved invoice.
Item 11: Election of the board of directors and auditors
The nomination committee proposes that Göran Janson, Karolina Bjurehed, Arne Hansson, Lars Novak and Michel Roig are re-elected as directors. The Nomination Committee further proposes that Göran Janson is re-elected as chairman of the board of directors.
The nomination committee also proposes re-election of the registered auditing firm Deloitte AB for the period until the end of the annual general meeting 2022. Deloitte AB has announced that the authorized auditor Richard Peters continues as main responsible auditor.
Item 12: Resolution regarding adoption of principles for the nomination committee
The nomination committee proposes that the following principles for the nomination committee are adopted.
- The nomination committee, which shall be appointed for the period until a new nomination committee is appointed, shall consist of four members, who shall be appointed as follows: The chairman of the board shall before the end of the third quarter of the financial year contact the three largest shareholders in the Company, who each will then be entitled to appoint one member to the nomination committee. If any of the largest shareholders refrains from appointing a member, the chairman of the board shall urge the shareholder who comes next in size to appoint a member. The ownership analysis shall be based on Euroclear Sweden AB's list of registered shareholders on 31 August 2021 and on any other circumstances known to the chairman of the board. In the event that several shareholders waive their right to appoint members of the nomination committee, the chairman of the board shall not have to contact more than eight shareholders, unless it is necessary to convene a nomination committee consisting of at least three members.
- In the event that a member resigns from the nomination committee before the nomination committee's assignment is completed, the shareholder who appointed the resigning member must appoint a successor.
- If any significant change in the ownership structure should have occurred after the nomination committee has been constituted, the chairman of the board shall enter into a dialogue with the major shareholders regarding any change in the composition of the nomination committee. However, no changes in shareholdings that occur later than three months before the annual general meeting shall lead to any changes in the composition of the nomination committee, unless there are special circumstances.
- One of the members of the nomination committee shall be the chairman of the board. The member who represents the largest shareholder in terms of votes is appointed chairman of the nomination committee, unless the members agree otherwise.
- If the nomination committee at any time consists of less than three members, the nomination committee shall nevertheless be authorized to fulfill the tasks that fall to the nomination committee in accordance with these principles.
- Information regarding the composition of the nomination committee shall be provided on the Company's website in good time, but no later than six months before the annual general meeting, in which case information must be provided on how shareholders can get in touch with and submit proposals to the nomination committee. Changes in the composition of the nomination committee shall be announced immediately.
- The nomination committee shall provide the Company with proposals for board members well in advance in order for the Company to present such proposals in the notice convening the annual general meeting where elections are to take place.
- The nomination committee shall fulfill the tasks in accordance with the Swedish Code of Corporate Governance that are required of the nomination committee.
- No remuneration is paid to the members of the nomination committee. However, the nomination committee has the right to charge the Company with reasonable costs for the performance of the assignment.
Item 13: Resolution to amend the Company's articles of association
The board of directors of the Company proposes that the annual general meeting resolves to amend the Company's articles of association as follows:
The board of directors proposes that the Company name is changed to Terranet AB. The articles of association § 1 will thereby have the following wording:
"The name of the company is Terranet AB. The company is a public company (publ)."
It is also proposed that the clause regarding attendance at general meetings is amended due to changes in the Swedish Companies Act. The articles of association, § 11, will thereby have the following wording:
"A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share register on the date as specified on the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the general meeting."
It is also proposed to introduce the possibility to collect proxies and postal voting. The articles of association will thereby have a new § 12 with the following wording (whereby the following clauses have changed numbering):
"The board of directors may collect proxies at the company's expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).
The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting."
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 14: Resolution to authorize the board of directors to resolve on issuances
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue B shares, convertibles and/or warrants, with the right to convert and subscribe for B shares, respectively, with or without preferential rights for the shareholders, within the limits of the articles of association, to be paid in cash, in kind and/or by way of set-off.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Majority requirements
Resolutions in accordance with items 13 and 14 are valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date of the notice amounts to 263,742,293 shares, of which 1,170,963 are A shares corresponding to 2,341,926 votes and 263,742,293 are B shares corresponding to 263,742,293 votes, whereby the total number of votes amounts to 266,084,219 votes. The company does not own any of its own shares.
Other
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals, including the proposed articles of association, and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and at the Company's website www.terranet.se and will be sent to shareholders who request it and provide their e-mail or postal address.
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting on matters that may affect the assessment of an item on the agenda or the Company's financial information. Such duty to provide information applies also to the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e., 19 April 2021 by post to the Company's address Mobilvägen 10, 223 62 Lund, Sweden or by e-mail to pal.eriksson@terranet.se. The information will be made available at the Company's website, terranet.se and at the head office no later than on 24 April 2021. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its e-mail or postal address.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammorengelska.pdf.
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Lund in March 2021
TerraNet Holding AB
The board of directors
For further information about TerraNet, please contact:
Pär-Olof Johannesson
Tel: +46 70 332 32 62
E-mail: parolof.johannesson@terranet.se
You can now subscribe to TerraNet's newsletter, sign up at: www.terranet.se/en/ir-2/
Certified Adviser: Mangold Fondkommission AB, 08-503 015 50, ca@mangold.se.
Important information: This information is such that TerraNet Holding AB is required to make public in accordance with the EU's Market Abuse Regulation (MAR). The information was made public by the Company's contact person above on March 26th, 2021 at 7.00 AM CET.
