Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Industri |
Industri | Industriprodukter |
The shareholders of Insplorion AB (publ), 556798–8760, are hereby summoned to the Annual General Meeting on Wednesday, May 7, 2025, at 4:00 p.m. at Biotech Center, Arvid Wallgrens backe 20 (floor 7), in Gothenburg. Registration begins at 3:30 p.m.
Euroclear Sweden AB on 28 April 2025 , and must notify their intention to participate no later than 5 May 2025 at 12:00. Notification must be made by e-mail to bolagsstamma@insplorion.com or in writing to the company's address; Insplorion AB, Arvid Wallgrens Backe 20, 413 46 Gothenburg. When notifying, shareholders must state their name, personal or corporate identity number, address, telephone number, shareholding and the number of assistants.
Shareholders who have their shares in custody with a bank's notary department, stockbroker or other trustee must, in order to participate in the general meeting, request to be entered in the share register in their own name (so-called voting rights registration). Such registration may be temporary and must be executed with Euroclear no later than 28 April 2025 in order for the shareholder to have the right to participate in the meeting. The shareholder must therefore contact their trustee well in advance of this date and request that the shares be registered for voting rights . The preparation of the general meeting share register as of the record date, Monday 28 April 2025, will take into account voting rights registrations that have been made no later than Wednesday 30 April 2025.
Shareholders who wish to be represented by a proxy must issue a dated power of attorney for the proxy. The power of attorney may not be issued earlier than one year before the date of the Annual General Meeting, unless the power of attorney states a longer period of validity, however, no longer than five years from the date of issue. The original power of attorney must be submitted to the company at the above address in good time before the meeting. Shareholders who wish to be represented by a proxy can obtain a power of attorney form through the company. Such a form is also available on the company's website, https://www.insplorion.com/en/investors/annual-general-meeting-2025. Anyone representing a legal entity must attach a copy of the current registration certificate or other applicable document.
Agenda for the Annual General Meeting in accordance with the Articles of Association
1. Election of the Chairman of the general meeting
2. Establishment and approval of the list of voters
3. Presentation and approval of the agenda
4. Appointment of one or two persons to countersign the minutes
5. Determination of whether the Annual General Meeting has been duly convened
6. Presentation of the annual accounts and the auditor’s report, and, when applicable, of the consolidated accounts and auditor’s report
7. Resolution
a) on approval of the income statement and balance sheet, and, when applicable, of the consolidated income statement and consolidated balance sheet
b) on allocations in respect of profit or loss according to the approved balance sheet
c) on discharge from liability for the board members and the CEO
8. Determination of remuneration to the board members and the auditor
9. Election of board members and auditors
10. Resolution on the Nomination Committee for the Annual General Meeting 2026
11. Resolution on authorization for the Board of Directors
12. Closing of the general meeting
Accounting documents, audit report, the board's complete proposal for decisions and other documents required by the Swedish Companies Act will be presented on the company's website, https://www.insplorion.com/en/investors/annual-general-meeting-2025, no later than three weeks before the general meeting, and will be sent to shareholders who request it.
Proposals for resolutions regarding items 1, 7b and 8 – 11 of the agenda. Proposals for resolutions regarding items 1, 8 – 10 are submitted by the nomination committee consisting of Elin Langhammer, Daniel Johansson and Kader Abdul, while items 7b and 11 are submitted by the board.
1. It is proposed that Chairman of the board Jonas Ehinger is elected Chair of the Annual General Meeting.
7.b) The board of directors proposes that no dividend be paid.
8. It is proposed that a fee of SEK 200,000 be paid to the Chairman of the Board and a fee of SEK 100,000 to each of the other board members. It is proposed that remuneration to the auditor shall be paid on open account.
9. The Nomination Committee proposes that Jonas Ehinger (Chairman of the Board), Jan Burenius, Magnus Jonsson, Hedvig Paradis and Daniel Johansson to be re-elected.
The nomination committee proposes re-election of the audit company KPMG until the end of the annual general meeting in 2026. If KPMG is re-elected, the nomination committee has been informed that the authorized auditor Daniel Haglund will be appointed as principal auditor.
10. The chairman of the board shall, as soon as the registered ownership relationships in the Company as of September 31 are known, contact the three largest registered shareholders in terms of votes and ask them to appoint one member each to the election committee. If any shareholder declines to appoint a representative, the following shareholders in order of size must then be given the opportunity to appoint a representative until three owner representatives have been appointed. The members thus appointed shall constitute the election committee.
11. The board of directors proposes that the general meeting authorizes the board to, on one or more occasions, during the period until the next annual general meeting, with or without preferential rights for the shareholders, decide on issue of shares, issue of convertibles and warrants. The issuance decision must be made against cash payment and/or with a provision for in-kind or set-off or that subscription must be made under other conditions. The reason why the board must be able to decide on an issue with a deviation from the shareholder's pre-emptive right and/or with a provision for in-kind and set-off issue or else with conditions as above is that the company must be able to issue shares, warrants and/or convertibles in connection with the acquisition of companies or movements, as well as being able to carry out targeted issues with the aim of acquiring capital for the company. Issuance may take place of the equivalent of a total of no more than 25 percent of the company's share capital at the time the authorization is used. The board or the appointed party is authorized to make the minor adjustments required for the registration of the decision at the Swedish Companies Registration Office.
For a decision to be valid according to this point, it is required that the decision be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the annual general meeting.
Shares and votes
As of April 2, 2025, the company has a total of 49,481,532 shares, which together represent 49,481,532 votes. All shares are of the same class. As of April 2, 2025, the company does not hold any treasury shares.
Information at the general meeting
The Board of Directors and the Managing Director shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda and on circumstances which may affect the assessment of the Company's financial position. Those wishing to submit questions in advance may do so by email at bolagsstamma@insplorion.com.
Processing of personal data
For information about how your personal data is processed in connection with the general meeting, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf .
_____________________
Gothenburg
April 2025
Board of Directors
Insplorion AB (publ)