The shareholders of Nilsson Special Vehicles Aktiebolag (publ), reg. no. 556649-5734, are hereby invited to attend the Annual General Meeting on Tuesday 10 May 2022.
The Board of Directors has decided that the Annual General Meeting shall be conducted in accordance with the Act (2022:121) on temporary exemptions to facilitate the conduct of general meetings of companies and associations. The Annual General Meeting will be conducted without the physical presence of shareholders, proxies and outsiders, and shareholders will have the opportunity to exercise their voting rights only by mail prior to the meeting.
Information on the decision of the General Meeting will be published as soon as the results of the postal vote are finalised on 10 May 2022.
Registration and notification to the Annual General Meeting by postal vote
Shareholders who wish to participate in the Annual General Meeting must be registered in the share register maintained by Euroclear Sweden AB on Monday, 2 May 2022, and must notify their participation by submitting their postal vote in accordance with the instructions under the heading "Postal voting" below so that the postal vote is received by Nilsson Special Vehicles AB no later than Monday, 9 May 2022.
Please note that registration for the Annual General Meeting can only be made by postal vote.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee, through a bank or other nominee, must, in addition to registering for the AGM by casting their postal vote, temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be effected no later than Wednesday, 4 May 2022, which means that shareholders who wish to re-register must notify the nominee well in advance of the said date.
Postal voting
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2022:121) on Temporary Exemptions to Facilitate the Conduct of General Meetings and Meetings of Associations. A special form shall be used for postal voting. The form is available on the company's website www.nilsson.se. The postal voting form is valid as a notification to the Annual General Meeting.
The completed and signed form must be received by Nilsson Special Vehicles AB no later than Monday 9 May 2022 in order to be considered. The completed and signed form must be sent by post to Nilsson Special Vehicles AB, Box 83, 312 22 Laholm (mark the envelope with "Postal vote 2022") or by e-mail to ir@nilsson.se (write "Postal vote 2022" in the subject line).
If the shareholder votes by proxy, a proxy must be attached to the form. Proxy forms are provided by the Company upon request and are also available on the Company's website www.nilsson.se. The proxy is valid for one (1) year from the date of issue or for the longer period indicated in the proxy, but not exceeding five (5) years. If the shareholder is a legal entity, the form must be accompanied by a certificate of incorporation or other document of authority, not older than one (1) year, showing the authorized signatory of the company.
The shareholder shall not provide the postal vote with special instructions or conditions. If this happens, the vote (i.e. postal voting as a whole) is invalid. Additional instructions and conditions can be found in the postal voting form.
Draft agenda:
- The meeting opens
- Election of chairman of the meeting
- Choice of one or two adjusters
- Establishment and approval of electoral roll
- Agenda approval
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report, consolidated financial statements and consolidated audit report
- Decision on:
- adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet;
- appropriation of the company's results in accordance with the adopted balance sheet,
- discharge from liability for the members of the Board of Directors and the CEO
- Determination of the number of board members and deputies and the number of auditors and deputy auditors
- Determination of fees to the Board of Directors and auditor
- Choice of
- board
- auditor and deputy auditor or audit firm
12. Decision on guidelines for appointing members of the Nomination Committee and for the Nomination Committee's mandate
13.
The Nomination Committee's proposal
Election of the chairman of the meeting, determination of the number of directors and deputy directors and the number of auditors and deputy auditors, determination of the remuneration of the board of directors and the auditor and election of the board of directors and the auditor and deputy auditor or audit firm (items 2 and 9-11)
The 2022 Nomination Committee, which consists of Chairman David Sundin (Granitor Invest AB), Andreas Gunnarsson (Corespring Invest AB), Jonas Strömberg (Erik Selin Fastigheter AB) and Chairman Erik Bech-Jansen, proposes:
- that Per Jadelind be appointed Chairman of the Annual General Meeting (item 2);
- that the Board of Directors shall consist of four members elected by the General Meeting without deputies, and that a registered auditing firm shall be elected as auditor (point 9);
- that board fees shall be paid by SEK 150,000 to the Chairman of the Board and sek 100,000 each to the other board members elected by the General Meeting and that, in the event that the Board member performs tasks that are not part of normal board work, special remuneration may be paid in the form of market hourly fees to be paid following a resolution by the Board of Directors. Furthermore, the Nomination Committee has proposed that fees to the auditor shall be paid in accordance with approved invoices in accordance with customary charging standards. (paragraph 10);
- that Erik Bech-Jansen, Camilla Dahlin, Per Jadelind and Jonas Bergmark be re-elected as ordinary members of the Board and that Erik Bech-Jansen be re-elected as Chairman of the Board. (item 11 a);
It was noted that Magnus Jonsson had declined re-election.
- mazars AB is elected as an accounting firm until the end of the Annual General Meeting held next financial year. Provided that the Annual General Meeting adopts the Nomination Committee's proposal, Mazars AB has announced that authorized public accountant Anders O Persson will remain as auditor in charge. (paragraph 11(b)).
The Board's proposal
Election of one or two persons to approve the minutes (item 3)
The Board of Directors proposes Johan Asplund, or in his absence, the person designated by the Board, to approve the minutes together with the Chairman of the Meeting. The task of the secretaries also includes checking the voting list and that the postal votes received are correctly reflected in the minutes of the meeting.
Preparation and approval of the voting list (item 4)
The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB, based on the shareholders' register and the postal votes received, verified by the tellers.
Resolution on the appropriation of the company's profit according to the adopted balance sheet (item 8 b)
The Board of Directors proposes that the loss for the year of SEK -10,339 thousand, the share premium account of SEK 38,045 thousand and the retained earnings of
SEK -32,363 thousand, totalling SEK -4,657 thousand, be transferred to new account. The Board proposes that no dividend be paid for the financial year 2021.
Resolution on guidelines for appointing members of the Nomination Committee and for the Nomination Committee's terms of reference (item 12)
The Board of Directors proposes that the company shall have a Nomination Committee consisting of four members. Each of the company's three largest shareholders in terms of voting rights on 30 September of the year preceding the AGM shall each be entitled to appoint one member to the Nomination Committee. None of the three persons appointed shall be a member or alternate member of the Board of Directors of the Company. In addition, the Nomination Committee shall consist of a member of the Board of Directors appointed by the Board of Directors, who shall also be the convenor. The Nomination Committee shall appoint from among its members a non-member of the Board of Directors as chairman.
The term of office of the Nomination Committee extends until a new Nomination Committee has been appointed. The nomination committee's task shall be to present to the Annual General Meeting proposals regarding the number of board members to be elected by the Meeting, board fees, chairman and other members of the Board of Directors, chairman of the general meeting and election of auditors and auditor's fees.
In the event that any of the three members of the Nomination Committee appointed by the three largest shareholders in terms of voting rights resigns prematurely, the shareholder who appointed the member who resigned shall have the right to appoint a new member. In the event that one of the three largest shareholders in terms of voting rights sells all, but not only part of, its shares in the company before the Nomination Committee has fulfilled its duties, instead of such shareholder, the fourth largest shareholder in terms of voting rights shall appoint a new member, etc.
Shareholders' right to receive information
The Board of Directors and the Managing Director shall, if requested by any shareholder and if the Board of Directors considers that this can be done without significant damage to the company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company's relationship with another group company. Requests for such information must be submitted in writing to the company no later than ten days before the Annual General Meeting, to Nilsson Special Vehicles AB, Attn: Mårten Berggren, Box 83, 312 22 Laholm or by e-mail to ir@nilsson.se. The information shall be provided by making it available on the company's website www.nilsson.se and at the company's office, Tegelbruksvägen 17 in Laholm, no later than Friday, 6 May 2022. The information shall also be sent within the same period to the shareholder who has requested it and provided his/her address.
Available documents
The annual report together with the auditors' report for the company and the group as well as complete proposals for resolutions and proxy forms will be available at the company's offices at Tegelbruksvägen 17 in Laholm and on the company's website www.nilsson.se no later than three weeks before the Annual General Meeting and will be sent to those shareholders who request it and provide their postal address.
Number of shares and votes in the company
At the time of this notice, the total number of shares and votes in the company amounts to 4 693 207. The company does not hold any treasury shares.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Laholm, April 2022
Nilsson Special Vehicles Aktiebolag (publ)
THE BOARD OF DIRECTORS