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Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Industri |
Industri | Industriprodukter |
The first summons that went out at 10:25 was missing the complete information required by the Rulebook.
NOTICE OF ANNUAL GENERAL MEETING
The shareholders of KB Components AB are hereby summoned to the Annual General Meeting on Tuesday, May 20, 2025, at 2:00 p.m. at the company's premises at Industrigatan 4 in Örkelljunga.
RIGHT TO PARTICIPATE
The right to participate in the Annual General Meeting is granted to shareholders who are entered in their own name in the share register for the company maintained by Euroclear Sweden AB (“Euroclear”) on Monday, May 12, 2025, and have notified the company of their participation in the meeting no later than Wednesday, May 14, 2025. Euroclear. Such registration may be temporary and must be completed no later than Wednesday, May 14, 2025 in order to be taken into account. Requests for such registration must be notified to the trustee in good time before Wednesday, May 14, 2025 to allow time for re-registration. The Annual General Meeting will be held in Swedish.
NOTIFICATION
Notification of participation in the Annual General Meeting can be made in writing to the address KB Components AB, Annual General Meeting, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, by phone +46 (0)435-56 000 or via www.kbcomponents.com. When registering, please state your name, personal identification number/organization number, address and telephone number, number of shares and class of shares and number of assistants. Shareholders represented by proxy should submit a written, dated power of attorney together with the notification. The power of attorney may not be older than one year at the time of the meeting unless the power of attorney states a longer period of validity, however, no longer than five years from the date of issue. A power of attorney form for this purpose is provided via www.kbcomponents.com. The power of attorney form can also be ordered by phone as above. The original power of attorney must be presented upon request. Anyone representing a legal entity must present a registration certificate or equivalent authorization indicating the authorized signatory. Please bring valid identification to the meeting for registration. No admission cards will be sent out.
PROPOSED AGENDA
1. Opening of the meeting.
2. Election of the chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the board's proposed agenda.
5. Election of one or two auditors.
6. Examination of whether the meeting has been duly convened.
7. Address by the CEO including presentation of the annual report and auditor's report, the consolidated financial statements and the group auditor's report.
8. Resolutions on
a) adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
b) appropriation of the company's profit according to the adopted balance sheet
c) discharge of the board members and the CEO from liability.
9. Determination of the number of board members and deputy board members to be elected by the general meeting.
10. Determination of the number of auditors and deputy auditors, or registered accounting firms.
11. Determination of the fees to the board members and the auditors.
12. Election of board members, chairman of the board and any deputy board members.
13. Election of auditors and any deputy auditors, or registered accounting firms.
14. Other business that falls to the meeting according to the Swedish Companies Act (2005:551)
15. Closing of the meeting.
PROPOSED RESOLUTION
Following the company's IPO, a nomination committee was appointed in March 2025, consisting of Kenneth Andersson (representative of Bra Invest AB) as chairman, Anna Sundberg (representative of Handelsbanken Fonder) and Anders Algotsson (representative of Afa Försäkringar). The nomination committee's task for the 2025 Annual General Meeting has been to propose the chairman and other board members, auditors, meeting chair at the meeting, and board, committee and audit fees. Prior to the 2025 Annual General Meeting, the nomination committee, together with the chairman of the board, has had an introductory meeting and, in addition, a number of contacts between the members of the nomination committee. The Articles of Association do not contain any special provisions regarding the appointment and dismissal of board members.
Item 2 Proposal for the election of the chairman of the annual general meeting
Erling Levin proposes to the chairman of the meeting.
Item 8 Dividend
The board of directors proposes that the annual general meeting resolves on a dividend of SEK 1.50 per share for the financial year 2024. The record date for the dividend is proposed to be Monday, May 19, 2025. If the annual general meeting resolves in accordance with the proposal, the dividend is expected to be sent by Euroclear starting on Thursday, May 20, 2025.
Item 9 Proposal for determining the number of board members and deputies
It proposes that 5 regular board members and no deputies be appointed.
Item 10 Proposal for determining the number of auditors and deputy auditors, or alternatively registered audit firms
It proposes that the audit firm Grant Thornton Sweden AB be appointed.
Item 11 Proposal for determining the fees to the members of the Board of Directors and the auditors, and remuneration for committee work
It is proposed that the fees to the Board of Directors be paid in a total of SEK 1,600,000, of which SEK 700,000 to the Chairman and SEK 300,000 to each of the other members elected by the General Meeting, who are not employees of the Group. The proposal is mainly based on PWC's compilation of Mid-Cap companies' remuneration to board members and the remuneration is considered to be in line with the market. It is further proposed that the Chairman of the Remuneration Committee shall receive SEK 50,000 and that each member of the Remuneration Committee shall receive SEK 25,000, and that the Chairman of the Audit Committee shall receive SEK 100,000 and that each member of the Audit Committee shall receive SEK 50,000. The total fee proposed for committee work amounts to SEK 275,000. Audit fees are proposed to be paid according to approved invoices.
Item 12 Proposal for election of board members and chairman of the board
Re-election of the board members Erling Levin, Stefan Andersson, Mikael Fryklund, Bo Matson and Ann-Charlotte Brangmo-Ljungberg is proposed for re-election. Mats Nyberg is appointed by the union representatives. Re-election of Erling Levin is proposed for chairman of the board.
Item 13 Proposal for election of auditors and any deputy auditors, or registered accounting firms
The audit firm Grant Thornton Sweden AB is proposed as auditor for the period until the end of the 2026 Annual General Meeting. The audit firm has announced that in the event that the meeting decides in accordance with the proposal, the company intends to appoint authorized public accountant Per Kjellander as auditor in charge.
Available documents
The annual report and audit report and auditor's opinion according to Chapter 8 Section 54 of the Swedish Companies Act and other documents will be made available to shareholders at the company's premises in Örkelljunga and on its website, www.kbcomponents.com, no later than 5 May 2025 and will be sent to shareholders who request it and provide their address. Information Shareholders are informed of their right to request information at the Annual General Meeting regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the company's financial situation. Shares and votes At the time of issuing this notice, the total number of shares in the company is 54,000,000, which also corresponds to the total number of votes in the company.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammorsvenska.pdf.
Örkelljunga in April 2025 KB Components AB (publ)
Board of Directors