Dear Enequi AB shareholder. You are hereby summoned to an Extraordinary General Meeting for Enequi AB, 559142-7538, on Thursday 18 March 2021 at 09:00 at the company’s headquarters at Kung Hans väg 3 in Sollentuna.
Right to participate and registration
Shareholders who wish to participate in the Annual General Meeting must:
- be entered in the share register no later than Thursday 18 March 2021, and
- register with the company no later than Monday 15 March 2021 in writing to Enequi AB, ATTN: Mikael Lindgren, Kung Hans väg 3, 192 68 Sollentuna or via email to mikael.lindgren@enequi.com.
Proxy, etc.
If shareholders are to be represented by a proxy, the proxy must bring a written and dated authorisation document, signed by the shareholder, to the meeting. The authorisation document must be no older than one year. If the authorisation document has been issued by a legal person, the representative must also have the relevant registration certificate or equivalent authorisation document for the legal person. To facilitate access, a copy of the authorisation documents and other such items should be attached to the call to the meeting.
Special information in connection with COVID-19
Due to COVID-19 and the temporary law “Act (2020:198) on Temporary Exemptions to Facilitate the Conduct of General and Association Meetings”, the board of Enequi AB has decided to enable its shareholders to exercise their voting right by giving authorisation and voting instructions to Patrik Walldov. Instructions and proxy forms for this are available on the company’s website www.enequi.com and are sent by post to shareholders who contact the company and state their address. To prevent the spread of COVID-19, shareholders are encouraged to exercise their authorisation in addition to their voting rights.
Proposed agenda:
- Opening of the meeting
- Election of chairman of the meeting
- Election of one or two minute takers
- Preparation and approval of voting registry
- Agenda approval
- Determination of whether the meeting has been duly convened
- Decision on new articles of association
- The decision to authorise the Board to decide on issuance of warrants
- Closure of the meeting
Recommendations in brief:
Election of chairman of the meeting (item 2)
The Board of Directors proposes that Lars Fredriksson, Chairman of the Board, be elected chairman of the meeting.
Election of one or two adjusters (item 3)
The Board of Directors proposes that a minute taker be elected to record the minutes of the Annual General Meeting.
Resolution on new Articles of Association (item 7)
The Board of Directors proposes that the Extraordinary General Meeting resolves that the Articles of Association be amended so that they comply with the statutes below. We propose that the Board, or the person appointed by the Board, is granted authorisation to make the minor adjustments to the Articles of Association that may be shown to be necessary in connection with the registration of the Articles of Association with the Swedish Companies Registration Office.
For a valid resolution, it is required that it has been supported by shareholders with at least two thirds of both the votes cast and the shares represented at the Annual General Meeting.
ARTICLES OF ASSOCIATION
for Enequi AB
organisation number 559142-7538
§ 1 The company’s name shall be Enequi AB. The company is public (publ).
§ 2 The Board shall have its seat in Sollentuna municipality.
§ 3 Development, production and sales of products and systems primarily in the fields of property automation, property management and energy.
§ 4 The share capital shall amount to a minimum of SEK 762,691.00 and a maximum of SEK 3,050,764.00.
§ 5 The number of shares shall be a minimum of 1,525,382 and a maximum of 6,101,528.
§ 6 The Board shall consist of a minimum of 3, and a maximum of 6, members with a minimum of 0, and a maximum of 1, deputy.
§ 7 The company shall have one or two auditors and the corresponding number of deputies, or one or two registered auditing companies.
§ 8 Notice of the Annual General Meeting shall be given through advertising in the Swedish government newspaper and by making the notice available on the company’s website. As the notice is distributed, the company shall provide information that the notice has been published through advertising in Svenska Dagbladet.
A shareholder who wishes to participate in a general meeting must notify the company of this no later than the day specified in the notice convening the general meeting.
§ 9 A shareholder who is not personally present at the Annual General Meeting or Extraordinary General Meeting may exercise their right at the meeting through a representative with a written, signed and dated authorisation document by the shareholder. In connection with the convening of the Annual General Meeting, the board may provide an authorisation form to the shareholders. These authorisation documents may be collected by the company.
§ 10 At the Annual General Meeting, the following matters shall be considered:
- election of chairman at the meeting
- preparation and approval of the voting registry
- election of one or two minute takers
- approval of agenda
- examination of whether the meeting has been duly convened
- presentation of annual report and auditor’s report
- decision
- a. on approval of the income statement and balance sheet and consolidated income statement and balance sheet
- b. for the appropriation of the profit or loss according to the adopted balance sheet
- c. on discharge for the board members and the managing director
- determine the number of directors, deputy directors, auditors and deputy auditors
- determination of fees for the board and auditors,
- election of board members and deputy board members and auditors and deputy auditors or a registered auditing company
- other matters that arise in the course of the meeting in accordance with the Swedish Companies Act or the Articles of Association.
§ 11 The calendar year shall align with the company’s financial year.
§ 12 The company’s shares shall be registered in a reconciliation register in accordance with the Act (1998: 1479) on Central Securities Depositories and Accounting of Financial instruments (reconciliation reservation).
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Resolution to authorise the Board of Directors to decide on the issuing of warrants (item 8)
The Board of Directors proposes that the Extraordinary General Meeting resolves to authorise the Board in the period leading up to the next Annual General Meeting, to decide on the matter of terms of issue of, at most, a maximum number of warrants that authorises new subscription of a maximum of 5% of the current outstanding shares in the company, with or without deviation from the shareholders’ preferential rights. It must be possible to apply the authorisation on one or more occasions, and the board must have the right to make decisions on the detailed terms of issue on each individual occasion. In addition to cash payment, payment must also be possible with non-cash assets or by offsetting, or alternatively with conditions.
A resolution is only valid once supported by shareholders with at least two thirds of both the votes cast and the shares represented at the Annual General Meeting.
Personal information
Personal information obtained from the share register, notification of participation in the meeting, and information on deputies, proxies and assistants will be used for registration, preparation of the voting registry for the meeting and, where applicable, minutes of the meeting.
Miscellaneous
In accordance with the Swedish Companies Act (2005: 551) documents and complete proposals for resolutions are made available at the company’s office, Kung Hans väg 3 in Sollentuna and on the company’s website (www.enequi.com) no later than two weeks before the Annual General Meeting. These are also sent to requesting shareholders who state their postal address.
Shareholders who are present at the Annual General Meeting have the right to request information in accordance with Art. 7 section 32 of the Swedish Companies Act (2005: 551).
Sollentuna February 2021
Board of Enequi AB