Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Energi & Miljö |
Industri | Energikällor |
The shareholders of Climeon AB (publ), Reg. No. 556846–1643, are hereby invited to attend the Annual General Meeting to be held on Tuesday, June 10, 2025, at 14:00 (CET).
The Annual General Meeting will be held at the company’s premises at Torshamnsgatan 44, Kista, Sweden. Registration for the meeting will commence at 13:30.
Right to Participate in the Meeting
To be entitled to participate in the Annual General Meeting, shareholders must:
- be registered as a shareholder in the share register maintained by Euroclear Sweden AB as of May 30, 2025, and
- notify the company of their intention to attend the meeting no later than 16:00 (CET) on June 3, 2025, by registering at climeon.com/investors-general-meetings, by email to bolagsstamma@climeon.com, or by post to Climeon AB, Attn: Årsstämma, Torshamnsgatan 44, 164 40 Kista, Sweden. The notification should include the shareholder’s name, personal or corporate ID number, number of shares held, and, where applicable, information on any proxy or assistants as well as contact details.
For information on the processing of personal data, please see Euroclear's privacy policy for general meetings: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Nominee-Registered Shares
Shareholders whose shares are registered in the name of a nominee must, in addition to notifying participation, request that the shares be temporarily registered in their own name with Euroclear Sweden AB to be entitled to attend the meeting. Such registration, referred to as voting rights registration, must be effected by June 3, 2025, at the latest and should be requested from the nominee well in advance of May 30, 2025.
Proxies and Authorisation Documents
Shareholders may attend the meeting through a proxy. A proxy must be in writing, signed and dated, and brought in original to the meeting. Representatives of legal entities must present a certified copy of the entity’s registration certificate or equivalent authorisation documents. A proxy form is available on the company’s website.
Proposed Agenda
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- a) Address by the CEO
b) Presentation of the Annual Report and Auditor’s Report for the company and the group - Resolutions regarding:
a) Adoption of the income statement and balance sheet for the company and the group
b) Appropriation of the company’s profit or loss as per the adopted balance sheet
c) Discharge from liability for the Board of Directors and the CEO - Determination of the number of Board members and auditors
- Determination of fees to the Board and the auditor
- Election of Board members and Chairman of the Board
- Election of auditor(s)
- Resolution to authorise the Board to resolve on new share issues of class B shares, etc.
- Any other business
- Closing of the Meeting
Proposals from the Board of Directors
Item 8 b) – Dividend
The Board proposes that no dividend be paid for the financial year 2024.
Item 13 – Authorisation to Resolve on New Issues
The Board proposes that the Annual General Meeting resolve to authorise the Board, on one or more occasions until the next AGM, to resolve on new issues of class B shares, convertibles, and/or warrants entitling to subscription of class B shares within the limits of the Articles of Association. The issues may be carried out with or without preferential rights for the shareholders. Payment may be made in cash, by set-off, or in kind. Any new share issues shall be conducted on market terms. If deemed appropriate to enable the delivery of shares in connection with an issue as described above, the issue may be made at a subscription price corresponding to the quota value of the shares.
The reason for authorising the Board to deviate from the shareholders’ preferential rights is, among other things, to secure additional working capital and to enable directed share issues to strategically important investors.
A valid resolution requires support from shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Nomination Committee Proposals
The Nomination Committee for the 2025 AGM consists of:
- Peter Lindell (Chairman), representing Cidro Förvaltning AB
- Thomas Öström, representing himself
- Björn Wasing, appointed by SEB Stiftelsen (Skandinaviska Enskilda Bankens Pensionsstiftelse)
- Olle Bergström, representing himself
In addition, Chairman of the Board Sebastian Ehrnrooth has participated as an adjunct member. The Committee’s proposals for items 2 and 9–12, as well as its motivated statement, are available at the company’s website.
Item 2 – Chairman of the Meeting
The Nomination Committee proposes that attorney Ulrika Magnusson be elected Chairman of the Meeting.
Item 9 – Number of Board Members and Auditors
The Committee proposes that the Board shall consist of three (3) ordinary members and no deputies. One registered accounting firm shall be appointed as the company's auditor.
Item 10 – Fees
Board fees shall remain unchanged at a total of SEK 400,000, distributed as follows: SEK 200,000 to the Chairman and SEK 100,000 to each of the other members. No remuneration is proposed for committee work.
Fees to the auditor shall be paid in accordance with approved invoices.
Item 11 – Election of Board Members and Chairman
The Committee proposes re-election of Thomas Öström, Joakim Thölin, and Sebastian Ehrnrooth as Board members.
Sebastian Ehrnrooth is proposed for re-election as Chairman of the Board.
Information on the proposed Board members is available on the company’s website.
Item 12 – Election of Auditor
The Committee proposes re-election of Deloitte AB as the company’s auditor. Deloitte AB has notified that authorised public accountant Daniel Wassberg will continue as auditor-in-charge if re-elected.
Documentation and Shareholder Rights
The Annual Report and Auditor’s Report will be available at the company and on its website (www.climeon.com) in connection with the publication of the Annual Report on May 20, 2025. Other relevant documents will be made available in accordance with applicable regulations. Copies of the documents will be sent to shareholders upon request, provided a postal address is supplied.
At the request of any shareholder and where the Board believes it can be done without significant harm to the company, the Board and CEO shall provide information regarding circumstances that may affect the assessment of an agenda item, the company’s or a subsidiary’s financial situation, or the company’s relation to another group company.
As of the date of this notice, the total number of outstanding shares in the company is 35,622,089, of which 390,000 are class A shares and 35,232,089 are class B shares, representing a total of 39,132,089 votes.
Kista, May 2025
Climeon AB (publ)
The Board of Directors