Notice of Annual General Meeting in Magle Chemoswed Holding AB (publ)

MARKN.

The shareholders of Magle Chemoswed Holding AB (publ), reg. no. 556913-4710 (the “Company”), are hereby given notice to attend the Annual General Meeting to be held on 26 May 2025, at 10:00 CEST at the premises of the Company in Malmö, at Agneslundsvägen 27, 212 15 Malmö Sweden. The registration for the meeting commences at 09:30 CEST.

Right to participate and notice of participation

A shareholder who wishes to participate at the general meeting must:

  • be recorded in the share register maintained by Euroclear Sweden AB on 16 May 2025; and
  • notify the Company of its intention to participate by post to Magle Chemoswed Holding AB (publ) Agneslundsvägen 27, 212 15 Malmö, Sweden, or by e-mail to stamman@maglechemoswed.com, no later than on 20 May 2025. The notification shall include full name, personal identification number or corporate registration number, address, telephone number, shareholding and, if applicable, information about assistants (not more than two).

Nominee-registered shares

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting, as of the record date on 16 May 2025, voting right registrations completed by the nominee no later than on 20 May 2025 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 20 May 2025.

Participation by proxy

Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Magle Chemoswed Holding AB (publ) Agneslundsvägen 27, 212 15 Malmö, Sweden, or by e-mail to stamman@maglechemoswed.com. The power of attorney must not be older than one year unless a longer validity term (however not longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company's website, www.maglegroup.com.

Proposed agenda

  1. Opening of the Annual General Meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Determination as to whether the general meeting has been duly convened
  7. Presentation of the annual report and the auditor’s report and the consolidated annual report and the auditor’s report on the consolidated annual report
  8. Resolution on:
    1. adoption of the income statement and the balance sheet, and consolidated income statement and consolidated balance sheet;
    2. allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
    3. discharge from liability of the board members and the CEO
  9. Determination of the number of board members and auditors
  10. Determination of remuneration to be paid to the board members and auditors
  11. Election of board members, chairman of the board of directors and auditors
  12. Resolution to authorise the board of directors to resolve on issues of shares, warrants and/or convertible debentures
  13. Closing of the Annual General Meeting

THE NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS:

The nomination committee, composed of Hedda Lidgard (chairman, appointed by Hans Henrik Lidgard), Morten Bergstrand (appointed by PRS1 ApS), Joel Eklund (appointed by Fosielund Holding AB) and the chairman of the board of directors Hans Henrik Lidgard (the “Nomination Committee”), has presented the following proposed resolutions in relation to items 2 and 9-11 in the proposed agenda.

Item 2: Election of chairman of the meeting:

The Nomination Committee proposes that the chairman of the board of directors Hans Henrik Lidgard, or if Hans Henrik Lidgard is prevented, the person assigned by the Nomination Committee, is appointed as chairman of the meeting.

Item 9: Determination of the number of board members and auditors

The Nomination Committee proposes that the board of directors, for the period until the end of the next Annual General Meeting, shall consist of six (6) board members appointed by the general meeting, without any deputy board members. Furthermore, the Nomination Committee proposes that the Company, for the period until the end of the next Annual General Meeting, shall have one auditor, without any deputy auditors.

Item 10: Determination of remuneration to be paid to the board members and auditors
The Nomination Committee proposes that remuneration for each board member, appointed by the general meeting, that are not employed by the group, shall amount to SEK 100,000 and that the chairman of the board of directors shall receive SEK 200,000, for the period until the end of the next Annual General Meeting. Furthermore, the Nomination Committee proposes that the members of the audit committee shall receive a remuneration of SEK 20,000 each.

The Nomination Committee proposes that the auditor shall be paid according to approved invoice.

Item 11: Election of board members, chairman of the board of directors and auditors

The Nomination Committee proposes re-election of Hans Henrik Lidgard, Sven-Christer Nilsson, Mats Pettersson, Martin Lidgard, Malin Malmsjö and Stig Løkke Pedersen as board members, all for the period until the end of the next Annual General Meeting. Furthermore, the Nomination Committee proposes re-election of Hans Henrik Lidgard as chairman of the board for the period until the end of the next Annual General Meeting. Furthermore, the Nomination Committee proposes the election of Stig Løkke Pedersen as the vice chairman of the board until the end of the next Annual General Meeting.

The Nomination Committee proposes, in accordance with the audit committee's recommendation, that the registered auditing company Ernst & Young AB is re-elected as the Company's auditor for the period until the end of the next Annual General Meeting. Ernst & Young AB has informed the Company that, provided that the Annual General Meeting resolves in accordance with the Nomination Committee's proposal, the authorised accountant Henrik Rosengren will be the auditor in charge.

THE BOARD OF DIRECTOR'S PROPOSED RESOLUTIONS:

Item 8 b): Resolution regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet

The board of directors proposes that no dividend should be paid for the financial year 2024 and that the year's result shall be carried forward.

Item 12: Resolution to authorise the board of directors to resolve on issuances of shares, warrants and/or convertible debentures

The board of directors proposes that the Annual General Meeting authorises the board of directors to, on one or several occasions during the period up until the next Annual General Meeting, and within the limits of the articles of association, resolve to increase the Company's share capital through the issuances of shares, warrants and/or convertible debentures. The board of directors shall be able to resolve on the issuances of shares, warrants and/or convertible debentures with or without deviation from the shareholders' pre-emptive rights and/or with or without provisions concerning payment in kind, set-off, or other provisions specified in Chapter 13, Section 5, first paragraph, 6, Chapter 14, Section 5, first paragraph, 6, and Chapter 15, Section 5, first paragraph, 4, of the Swedish Companies Act.

Issuances in accordance with this authorisation shall be on market terms, subject to a market discount where applicable. The board of directors shall have the right to determine the terms and conditions for issuances in accordance with this authorisation and who shall have the right to subscribe for the shares, warrants and/or convertible debentures. The reason for why the board of directors shall be able to resolve on issuances with deviation from the shareholder's pre-emptive rights and/or with provisions concerning payment in kind, set-off, or other provisions is (i) that the Company should be able to issue shares, warrants and/or convertibles in connection with the acquisition of companies or operations, as well as (ii) being able to carry out directed issues with the aim of acquiring capital for the Company.

The board of directors is proposed to be authorised to make the minor adjustments in this resolution that may be necessary for connection with registration with the Swedish Companies Registration Office or other formal requirements.

For a valid resolution in accordance with the board of directors' proposal, the resolution must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes

As per the date of the announcement of this notice, the total number of shares and votes in the company amounts to 20,516,044. All shares are of the same class and each share entitles to one vote at the general meetings.

Shareholders’ right to request information

Shareholders are reminded of their right to request information from the board of directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Documentation etc.

The annual report, the auditor's report and other supporting documentation for resolutions will be available at the company's offices and website, www.maglegroup.com, no later than three weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.

_______________

Malmö in April 2025

Magle Chemoswed Holding AB (publ)

The board of directors

Datum 2025-04-24, kl 09:00
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