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Notice of Annual General Meeting in Envar Holding AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Sällanköp |
| Industri | Gaming |
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The shareholders of Envar Holding AB, reg. no. 559407-6563 (the “Company”), are hereby invited to attend the Annual General Meeting on Monday, 11th of May 2026 at 11:00 a.m. at Envar Holding AB, Götgatan 78, Stockholm, Sweden. Registration for the Meeting will commence at 10:30 a.m.
Notification of Attendance
Shareholders wishing to attend the Meeting must:
- be registered in the share register maintained by Euroclear Sweden AB as of the record date, Thursday, 30th of April 2026; and
- notify the Company of their participation, including any representative, no later than Tuesday, 5th of May 2026, by post to Envar Holding AB, Götgatan 78, SE-118 30 Stockholm, Sweden, or by e-mail to info@envarstudio.com
The notification shall include the shareholder’s full name, personal or corporate identity number, address, daytime telephone number and, where applicable, information regarding representatives, proxies and assistants. A maximum of two assistants are allowed. To facilitate entry to the Meeting, notifications should, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents.
Personal data obtained from the share register maintained by Euroclear Sweden AB, the notification of attendance and participation at the Meeting, as well as information regarding representatives, proxies and assistants, will be used for registration, preparation of the voting list and, where applicable, the minutes of the Meeting. Personal data is processed in accordance with the General Data Protection Regulation (EU) 2016/679. For further information, please refer to:
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 order to be entitled to participate in the Meeting, have the shares registered in their own name through the nominee, so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date, Thursday, 30 April 2026. Such registration may be temporary (so-called voting rights registration). Shareholders wishing to register their shares in their own name must request such registration in accordance with the nominee’s procedures. Voting rights registrations requested by shareholders in such time that the registration has been made by the relevant nominee no later than Tuesday, 5 May 2026 will be taken into account in the preparation of the share register.
Proxy
Shareholders represented by proxy must issue a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent authorization document must be attached. Proxy forms are available on the Company’s website, www.envarholding.com. The original power of attorney must also be presented at the Meeting.
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
- Presentation of the annual report and auditor’s report as well as the consolidated financial statements and auditor’s report for the group
- Resolutions regarding:
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet
c) discharge from liability for the Board members and the CEO - Determination of fees for the Board of Directors and the auditor
- Election of Board members and auditor, and any deputy auditors
- Resolution on authorization for the Board to resolve on new issues of shares, warrants and/or convertibles
- Closing of the Meeting
Proposals from Major Shareholders
Major shareholders representing 80 percent of the votes in the Company have submitted the following proposals regarding items 2 and 9–10 above.
Item 2 – Election of Chairman of the Meeting
It is proposed that Chairman of the Board, Emil Daugaard, be elected Chairman of the Meeting.
Item 9 – Determination of fees for the Board and the auditor
It is proposed that the fee to the Chairman of the Board shall amount to SEK 200,000 and that the fee to each of the other Board members shall amount to SEK 100,000.
It is further proposed that the auditor’s fee shall be paid in accordance with an approved invoice.
Item 10 – Election of Board members and auditor
It is proposed that the Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of three (3) ordinary members without deputies.
It is proposed to re-elect the current Board members Emil Daugaard, Amanda Bergerståhl and Ewelina Pettersson. It is further proposed to re-elect Emil Daugaard as Chairman of the Board.
For a presentation of the proposed Board members, please refer to the Company’s website, www.envarholding.com
It is further proposed that the Company shall have a registered auditing firm as auditor.
It is proposed to re-elect the registered auditing firm Grant Thornton Sweden AB as auditor for the period until the end of the next Annual General Meeting. Grant Thornton Sweden AB has announced that, if elected, John Liljenfeldt will be appointed auditor in charge.
Proposals from the Board of Directors
Item 8b – Allocation of the Company’s result
The Board proposes that no dividend be paid for the financial year 2025 and that the result for the year be carried forward.
Item 11 – Authorization for the Board to resolve on new issues
The Board proposes that the Annual General Meeting authorizes the Board, on one or more occasions until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, to resolve on issues of shares, warrants and/or convertibles. Payment may be made in cash, in kind, by set-off or otherwise subject to conditions.
The total number of shares that may be issued, or that may arise upon exercise of warrants and/or convertibles, shall not exceed thirty (30) percent of the number of registered shares in the Company at the time when the Board first exercises the authorization.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights are to strengthen the Company’s financial position, adapt the Company’s capital and/or ownership structure, and enable acquisitions of companies, parts of companies or assets that the Board considers valuable for the Company’s operations. In the event of deviation from the shareholders’ preferential rights, issues shall be made on market terms.
The Board, the CEO or any person appointed by the Board shall be authorized to make minor adjustments required for registration.
A valid resolution requires approval by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Shareholders’ Right to Request Information
Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if requested by a shareholder and if the Board considers that it can be done without material harm to the Company, provide information at the Meeting regarding circumstances that may affect the assessment of an item on the agenda or the Company’s financial situation. This obligation also applies to the Company’s relationship with other group companies, the consolidated accounts and such circumstances regarding subsidiaries as referred to above.
Documents
The annual report and auditor’s report will be available at the Company no later than three (3) weeks prior to the Meeting. Complete proposals for resolutions will be available at the Company no later than two (2) weeks prior to the Meeting and will be sent free of charge to shareholders who request them and provide their postal address. The documents will also be available on the Company’s website, www.envarholding.com, and will be presented at the Meeting.
Stockholm, April 2026
Envar Holding AB
The Board of Directors