NOTICE OF ANNUAL GENERAL MEETING IN Hembla AB (publ)

NOTE: This is an unofficial translation of the original notice, which is in Swedish. In case of discrepancies, the Swedish version shall prevail.

The shareholders of Hembla AB (publ) reg. no 556498-9449 (the “Company”) are hereby summoned to attend the annual general meeting (“AGM”) on 7 May 2020, at 10.30 CEST at Birger Jarlsgatan 57C in Stockholm. Registration starts at 10.00 CEST and will stop when the meeting starts.

The Company is closely monitoring the development of covid-19, the corona virus, and will revert with more information closer to the AGM if it is deemed necessary to take any precautionary measures for the AGM due to infectivity reasons.

Right to participate

Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per 30 April 2020, and who, no later than 30 April 2020, give notice to the Company of their intent to participate at the AGM have a right to participate in the AGM. Notice to participate shall be given in writing to Hembla AB (publ), c/o Fredersen Advokatbyrå AB, Turning Torso, 211 15 Malmö or by e-mail to hembla@fredersen.se. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two). Prior to the AGM, the shareholder will receive a confirmation. If no confirmation is received, notice has not been duly given.

A shareholder whose shares are registered under the name of a nominee must temporarily register his shares in his own name with Euroclear Sweden AB to be entitled to participate in the AGM. Such registration must be in effect no later than 30 April 2020 and should be requested with the nominee well in advance. 

Proxy

If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. The documentation shall prove the right of the person that has signed the power of attorney to appoint proxy. To facilitate registration at the AGM, please provide the power of attorney in original as well as the registration certificate and other documents of authority to the Company to the address above on 30 April 2020 at the latest. If the power of attorney and other authorization documents have not been submitted in advance, the power of attorney in the original and other authorization documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company’s website, www.hembla.se, and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to attest the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
  8. Resolution on adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
  9. Resolution on allocation of the Company’s profit according to the consolidated balance sheet
  10. Resolution on discharge from liability for the board members and the CEO
  11. Resolution on number of board members, deputy board members, auditors and deputy auditors
  12. Resolution on the remuneration to the board of directors and auditor
  13. Election of board members
  14. Election of chairman of the board
  15. Election of auditor
  16. Resolution on amendment of articles of association
  17. Resolution on change of company category and amendment of articles of association
  18. Resolution on authorization for the CEO
  19. Closing of the meeting

Resolution proposals

Dividend (item 9)

The board of directors proposes that no dividend is to be paid for the financial year 2019.

Resolution on amendment of articles of association (item 16)

The board of directors proposes the AGM to resolve that the articles of association are amended to have the following wording. The Company’s current articles of association are available at the Company and on the Company’s website www.hembla.se.

Proposed wording
§ 2 The Board of Directors shall have its registered office in Malmö
§ 8 Invitations to the general meeting of shareholders shall be announced in the Swedish official gazette, “Post- och Inrikes Tidningar”, and the invitation shall be kept available on the Company’s website. Notice that the invitation has been extended shall be announced in Dagens Industri at the time of the invitation.

Invitation to a general meeting shall be made in accordance with the Swedish Companies Act. To attend and participate in the general meeting of shareholders, shareholders shall be listed in a print-out or other representation of the entire share register on the record date with regard to the circumstances five weekdays prior to the meeting and shall submit an application to the Company no later than the date specified in the invitation to the meeting. The latter date may not be a Sunday or other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall on a date earlier than the fifth weekday before the meeting.

The shareholder may only bring advisers to the general meeting of shareholders if the shareholder gives the Company notice of the number of advisers accompanying him/her no later than on the date listed in the invitation.

§ 9 The meeting shall be held in Stockholm, Veddesta in Järfälla Municipality or Malmö.                                                                                                                                                                          

Resolution on change of company category and amendment of articles of association (item 17)

The board of directors proposes the AGM to resolve to change the company category from public to private and that the articles of association are amended to have the following wording. The Company’s current articles of association are available at the Company and on the Company’s website www.hembla.se.

Proposed wording
§ 1 The Company’s trade name is Hembla AB.
§ 7 The Board of Directors shall have one to seven regular members with at most three deputy members. The board members are elected annually at the annual general meeting of shareholders for the period lasting until the end of the next annual general meeting of shareholders.

One or two authorised public accountants are appointed at the annual general meeting of shareholders to audit the Company’s annual report and financial statements as well as the management on the part of the board of directors and the CEO. A registered public accounting firm can also be appointed to be the auditor.

§ 8 Invitations to the general meeting of shareholders shall be announced in the Swedish official gazette, “Post- och Inrikes Tidningar”.

Invitation to a general meeting shall be made in accordance with the Swedish Companies Act, however, two weeks prior to the general meeting at the latest. To attend and participate in the general meeting of shareholders, shareholders shall be listed in a print-out or other representation of the entire share register on the record date with regard to the circumstances five weekdays prior to the meeting and shall submit an application to the Company no later than the date specified in the invitation to the meeting. The latter date may not be a Sunday or other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not fall on a date earlier than the fifth weekday before the meeting.

The shareholder may only bring advisers to the general meeting of shareholders if the shareholder gives the Company notice of the number of advisers accompanying him/her no later than on the date listed in the invitation.

Resolution to authorize the Chief Executive Officer (item 18)

The board of directors proposes that the AGM authorizes the CEO, or the person appointed by the CEO, to make minor adjustments and clarifications of the resolutions adopted by the AGM to the extent that such should be required for the registration and execution of the resolutions.

Further information 

Resolutions on amendment of the articles of association are valid only if supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM. Resolution on change of company category is valid only if supported by all shareholders who are present at the AGM and present shareholders represent at least nine-tenths of all shares in the Company.

The annual report, the auditor’s report and the complete basis of the resolutions under items 16 and 17 will be available at the Company and on the Company’s website no later than three weeks before the AGM. The documents will be sent on request to shareholders who state their mailing address. Proposals under items 2, 11, 12, 13, 14 and 15 will be presented at the AGM at the latest.

The shareholders are reminded of their right of information according to chapter 7 section 32 of the Swedish Companies Act.

Processing of personal data

For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Stockholm, April 2020

Hembla AB (publ)

The Board of Directors