SaveLend
Notice of Annual General Meeting in SaveLend Group AB (publ)
The shareholders of SaveLend Group AB (publ), 559093-5176 (the ”Company”), are hereby invited to the Annual General Meeting (the “AGM”) to be held on Wednesday, April 19, 2023 at 9.00 a.m. at Kammakargatan 7 in Stockholm.
Participation in the AGM
Shareholders who wish to attend the AGM shall:
- be registered as shareholders in the share register maintained by Euroclear Sweden AB (“Euroclear”) per Tuesday, April 11, 2023, and
- notify their intention to participate to the Company no later than Tuesday, April 11, 2023 on the following address: SaveLend Group AB (publ), attention: Lina Brattström, Kammakargatan 7, 111 40 Stockholm marked ”AGM” or via e-mail to: investor@savelend.se.
When giving notice to participate, the shareholder shall provide name, personal identity number or company registration number (or equivalent), address, telephone number (daytime), shareholding in the Company, information on any assistants, and, where applicable, information on deputies or representatives.
Nominee-registered shares
In addition to giving notice to participate, shareholders who have their shares nominee-registered through a bank or other nominee must request to be entered in the share register in their own name (so-called voting rights registration). Such shareholders must re-register their shares in their own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date on Tuesday, April 11, 2023. Shareholders who wish to register their shares in their own name must, in accordance with their respective nominees' routines, request that the nominee make such registration. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Tuesday, April 11, 2023, will be taken into account in the preparation of the share register.
Proxy and power of attorney form
Shareholders who are represented by a proxy must issue a dated power of attorney, alternatively a power of attorney for future care and welfare, for the proxy. The person representing a legal entity must present a registration certificate (or equivalent authorization document) showing that the persons who have signed the power of attorney are authorized signatories for the shareholder. The original copy of the power of attorney (with any authorization documents) should be sent to the Company at the above address well in advance of the AGM. The power of attorney may not be issued earlier than five years before the day of the AGM. Power of attorney for future care and welfare does not need to be submitted in original but can be presented at the AGM. Power of attorney forms are provided by the Company on request and are also available on the Company's website, www.savelendgroup.se.
Proposed agenda
The Board's proposed agenda at the Annual General Meeting:
- Opening of the meeting and election of the chair of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Consideration of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report for the group
- Resolutions on:
a. adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet;
b. appropriation of the Company’s profit or loss according to the adopted balance sheet, and
c. discharge from liability for the Board members and the CEO - Resolution on the number of Board members and deputy Board members
- Resolution on the remuneration for the Board of Directors and the auditor
- Election of the Board of Directors and auditor
- Resolution on authorization for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
- Conclusion of the meeting
Proposed resolutions
Item 1 – Election of the chair of the meeting
The Nomination Committee ahead of the 2023 AGM consist of Per Wolf (appointed by P&N Wolf Marketing AB), Bo Engström (Chair of the Board of Directors of the Company), Ludwig Pettersson (appointed by Giwdul invest AB and privately), Claes Hallén (appointed by Halomont OÜ) and Jonas Ahlberg (appointed by InWilbur AB).
The Nomination Committee proposes that the chairman of the board Bo Engström, is elected chair of the Meeting.
Item 7 b) – Appropriation of the Company’s profit or loss according to the adopted balance sheet
The Board of Directors proposes that the Company's accumulated earnings are balanced in new accounts and that no dividend shall be made for the financial year 2022.
Item 8 - 10 – Resolution on the number of Board members, resolution on the remuneration for the Board of Directors and auditor, and election of the Board of Directors and auditor
The Nomination Committee proposes that the Board of Directors shall consist of 7 members without deputies.
The Nomination Committee proposes that remuneration to the Board of Directors, as in the previous year, shall be paid with SEK 175,000 to the chair of the Board of Directors and SEK 100,000 to each of the other Board members. Furthermore, it is proposed that remuneration shall be paid with SEK 120,000 to the chair of the Credit Committee and SEK 75,000 to each of the other members of the Credit Committee, with SEK 120,000 to the chair of the Audit and Compliance Committee and SEK 75,000 to each of the other members of the Audit and Compliance Committee and with SEK 120,000 to the chair of the Investment Committee and SEK 75,000 to each of the other members of the Investment Committee. Remuneration shall not be paid to members who are employed by the Company.
The Nomination Committee proposes that the remuneration to the auditor be paid in accordance with approved invoice.
The Nomination Committee proposes that the AGM resolves on the re-election of the Board members Bo Engström, Ludwig Pettersson, Robert Andersson, Birgit Köster Hoffmann, Johan Roos, Jan Sjödin, and Kaj Rönnlund for the period until the end of the next AGM. Furthermore, it is proposed that Bo Engström is re-elected as chair of the Board of Directors.
The Nomination Committee also proposes the re-election of PricewaterhouseCoopers i Sverige AB as auditing company, with Victor Lindhall as auditor in charge, until the end of the AGM 2024.
Item 11 – Resolution on authorization for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The Board of Directors proposes that the AGM authorizes the Board of Directors, within the framework of the applicable Articles of Association when the Board of Directors first exercises the authorization, on one or more occasions during the period until the next AGM, with or without preferential rights for the shareholders, to resolve on the issue of shares, warrants, and/or convertibles which entails the issue of or conversion to as many new shares as at the time of the first issue decision under this authorization corresponds to a maximum of 20 percent of the total share capital of the Company.
Deviation from the shareholders' preferential rights may be made in order to strengthen the Company's own funds, broaden ownership in the Company, or to otherwise strengthen the Company's financial position. The new issue in accordance with this authorization shall be made on market terms.
The Board of Directors, or the person appointed by the Board of Directors thereto, shall have the right to make the minor adjustments that may be required in connection with registration of the decision with the Swedish Companies Registration Office.
For the AGM’s decision to be valid, the proposal must be supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the meeting.
Shareholders’ right to receive information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it may be done without material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda, about conditions that may impact assessment of the Company’s or a subsidiary’s financial situation and the Company’s relationship to another group company. A request for such information shall be made in writing to SaveLend Group AB (publ), attention: Lina Brattström, Kammakargatan 7, 111 40 Stockholm, or by e-mail to investor@savelend.se.
Miscellaneous
The annual report, auditor's report, proxy forms, complete proposals for resolutions and other documents to be processed at the AGM will be available at the Company's office, address as above, no later than three weeks before the AGM. The above-mentioned documents are also available on the Company's website, www.savelendgroup.se. Copies of the said documents are sent free of charge to the shareholders who so request, stating their postal address. The documents will also be available at the Annual General Meeting.
For information on how your personal data is processed in connection with the AGM, see the privacy notice on Euroclear Sweden AB’s website:
http://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
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Stockholm, March 2023
SaveLend Group AB (publ)
The Board of Directors
Datum | 2023-03-21, kl 20:00 |
Källa | MFN |
