STUDSVIK AB Registration and notification of attendance
Shareholders who wish to participate in the Annual General Meeting must
- be registered in the share register kept by
Euroclear Sweden AB byWednesday, April 17, 2024 , and -
give notification to the company by
Friday, April 19, 2024 at the latest. Notification of attendance can be given on the company's website, www.studsvik.se; by telephone, +46 155 22 16 42; by fax, +46 155 26 30 70 or by email, studsvik@studsvik.com. Notification can also be given in writing toStudsvik AB , Annual General Meeting, SE 611 82 Nyköping. The notification must state name or business name, personal identity number or corporate identity number, address, telephone number and the number of advisors where relevant.
Nominee-registered holdings
Apart from giving notice of attendance, to be entitled to participate in the Annual General Meeting, shareholders whose shares are nominee registered must have registered their shares in their own name so that the shareholder is recorded in the share register on
Power of attorney
Shareholders who have appointed a proxy must issue a power of attorney to the proxy. If the issuer of the power of attorney is a legal person, a copy of the certificate of registration (or equivalent document of authorization if there is no certificate of registration) must be attached. To facilitate registration for the Annual General Meeting the original power of attorney and, where relevant, documents of authorization, should be received by the company under the address given above by
+46 155 22 16 42.
Agenda
- Election of chair of the meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Consideration whether the Annual General Meeting has been properly convened.
- Presentation of the Annual Report and auditor's report, of the consolidated accounts and auditor's report for the Group and reports on the work of the Board, the Remuneration Committee and the Audit Committee, and the audit work in 2023.
- Address by the President.
- Resolution on adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
- Resolution on appropriation of the company's profit according to the adopted balance sheet.
- Resolution on discharge from liability of the members of the Board of Directors and the President.
- Determination of the number of members of the Board of Directors.
- Determination of fees to the Board of Directors and auditors.
- Election of the Board of Directors.
- Election of auditors and any alternate auditors.
- Resolution on the Nomination Committee for the next Annual General Meeting.
-
Resolution on (i) approval of the
Board of Director's Remuneration Report and (ii) adoption of guidelines for remuneration to senior management. - Resolution concerning amendment of the Articles of Association.
- Resolution on authorization for the Board of Directors to make decisions on acquisition and transfer of own shares.
- Close of the Annual General Meeting.
Proposed resolutions
A Nomination Committee consisting of
Item 1
The Nomination Committee proposes that Johan Engström, Eversheds Sutherland Advokatbyrå AB,
be appointed to chair the meeting.
The Board of Directors proposes to the Annual General Meeting that dividend of
Item 11
The Nomination Committee proposes that the number of Board members elected by the general meeting of shareholders shall be five.
Item 12
The Nomination Committee proposes that the fees to the Board members elected by the General Meeting of Shareholders remain unchanged and be paid in the following amounts:
SEK 650,000 to the Chair of the BoardSEK 225,000 each to the other members of the Board
The Nomination Committee further proposes that the fees to members of the Audit Committee shall remain unchanged and be paid in the following amounts:
SEK 150,000 to the chair of the CommitteeSEK 75,000 each for other members of the Committee
The Nomination Committee further proposes that as previously no fee will be paid for work in the Remuneration Committee and that the auditor's fees shall be payable in accordance with an approved invoice.
Item 13
The Nomination Committee proposes re-election of Jan Barchan,
Item 14
The Nomination Committee proposes re-election of the registered public accounting firm
Item 15
The Nomination Committee proposes that the Meeting resolves to appoint a new Nomination Committee ahead of the Annual General Meeting in 2025, consisting of the members
The proposal is based on the instruction approved by the 2010 Annual General Meeting for appointing members of the Nomination Committee. The Nomination Committee has not found any reason to propose any change to the instruction applicable to the Nomination Committee, which consequently continues to apply until otherwise resolved by a general meeting of shareholders.
Item 16
The Board of Directors proposes that the guidelines for remuneration to senior management adopted by the Annual General Meeting on
The Board of Directors proposes that the Annual General Meeting approve the Board's report on remuneration prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Item 17
The Board of directors proposes that the Annual General Meeting resolves to update §10 of the Articles of Association to enable participation of shareholders at general meetings by postal vote and to enable the company to collect powers of attorney. The proposed amendment of the Articles of Association is presented below.
| Current wording | Proposed wording |
|
§10 General Meeting of Shareholders General meetings of shareholders shall be held in Nyköping or in |
§10 General Meeting of Shareholders General meetings of shareholders shall be held in Nyköping or in |
Majority requirement
For a valid resolution by the general meeting in accordance with the
Item 18
The Board of Directors proposes that the Annual General Meeting resolves, for the period up to the close of the next Annual General Meeting, to authorize the Board of Directors to make decisions, on one or several occasions, to acquire and transfer the company's own shares as follows.
The maximum acquisition may be of as many own shares as may be acquired without the company's total holding of own shares exceeding ten (10) per cent of all shares registered in the company. Acquisition may be through trade on the regulated marketplace NASDAQ Stockholm. Payment for the acquired shares must be made in cash.
Transfer may be made of all own shares held by the company at the time of the
Acquisition and transfer of own shares may take place on one or several occasions during the period until the close of the next Annual General Meeting, at a price per share that is within the registered price interval at the time. For transfers other than through NASDAQ Stockholm the price set must not be below the market price. However, a market discount in relation to the stock market price may be applied.
The purpose of the Board of Directors' authorization proposal is to give the Board greater scope to adapt the company's capital structure to capital needs from time to time and thereby contribute to increased shareholder value. Furthermore, the authorization aims to allow the Board to transfer shares in connection with any company acquisitions through payment with the company's own shares or use of repurchased shares when settling future incentive programs, which means lower future dilution. The purpose of the authorization does not allow the company to trade in its own shares for short-term profit.
The Board of Directors has issued a statement under Chapter 19, Section 22 of the Companies Act.
Majority requirement
For a valid resolution by the general meeting in accordance with the
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Documents
The annual accounts and auditor's report as well as the auditor's opinion concerning compliance with the guidelines of the Annual General Meeting on remuneration to senior management will be available at the company's head office in
Copies of these documents will be sent to shareholders who request them from the company and who supply their postal address. The documents will also be available at the Annual General Meeting.
Shares and votes
There are 8,218,611 shares in the company with one vote each. The company has no holding of own shares.
Treatment of personal data
For information on how personal data is processed in connection with the general meeting, please refer to the privacy policy available on
Information at the Annual General Meeting
The Board of Directors and the President 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 regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to other group companies.
Questions
Shareholders are welcome to put questions during the Annual General Meeting. To facilitate responses to questions intended to be put at the Annual General Meeting the questions should preferably be submitted in advance to the company and addressed to
Nyköping,
Board of Directors
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For more information please contact:
Camilla Hoflund, President and CEO, +46 155 22 10 66
Further information regarding the Annual General Meeting at www.studsvik.com
https://news.cision.com/studsvik-ab/r/welcome-to-the-annual-general-meeting-of-studsvik-ab,c3948660
https://mb.cision.com/Main/4019/3948660/2681064.pdf
(c) 2024 Cision. All rights reserved., source
