Bifogade filer
ANNUAL GENERAL MEETING IN MIDSUMMER AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Energi & Miljö |
| Industri | Energikällor |
The board of directors of Midsummer AB has resolved to convene an annual general meeting to be held on Thursday, June 12, 2025. More detailed information about the contents of the proposals may be obtained from the complete notice to the annual general meeting below.
The notice will be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days.
NOTICE OF ANNUAL GENERAL MEETING OF MIDSUMMER AB
Midsummer AB holds an annual general meeting on Thursday, June 12, 2025, at 15:00, at the company’s offices at Elektronikhöjden 6, Järfälla, Sweden. Registration starts at 14:30.
REQUIREMENTS FOR PARTICIPATION
Shareholders wishing to attend the meeting must:
- be recorded as a shareholder in the share register kept by Euroclear Sweden AB as of Tuesday, June 3, 2025,
- notify the company the intention to attend no later than Thursday, June 5, 2025.
Notification of attendance shall be made by e-mail to info@midsummer.se. Upon notification, please state name or company name, personal ID number or company registrational number, address and telephone number during the day.
NOMINEE REGISTERED SHARES
In order to participate in the meeting, those whose shares are registered in the name of a nominee must have their shares owner-registered with Euroclear Sweden AB as of Tuesday, June 3, 2025. Re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registration that the shareholder has requested and has been issued by the nominee no later than Thursday, June 5, 2025, will be accepted in the preparation of the share register.
PROXIES AND PROXY FORMS
Anyone who is not personally present at the meeting may exercise their voting rights at the meeting through a written, signed and dated proxy form. A proxy form is available on the company’s website, www.midsummer.se. The proxy form can also be obtained from the company at Elektronikhöjden 6, Järfälla. If a proxy form has been issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached to the form. The proxy form may not be older than one year unless a longer period of validity is stated in the proxy form, however, no longer than five years. To alleviate entry to the meeting, proxy forms, registration certificates and other authorization documents should be provided to the company well in advance of the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or several persons to approve the minutes
- Examination of whether the meeting has been duly convened
- The CEO’s presentation
- Presentation of the annual accounts and the auditor’s report and the consolidated accounts and the auditor’s report for the group
- Resolutions on
- adoption of the income statement and balance sheet and, where appropriate, the consolidated income statement and consolidated balance sheet
- allocation of the company’s profit or loss according to the adopted balance sheet
- discharge of the members of the board of directors and the CEO from liability
- Resolution on amendment of the articles of association
- Determination of fees for the board of directors and the auditors
- Determination of the number of members of the board of directors and auditors
- Election of the board of directors and auditors
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of chair of the meeting
The nomination committee proposes Jan Lombach, or if he is prevented from attending, the person the nomination committee proposes in his place, be elected chair of the meeting.
Item 9b – Resolution on allocation of the company’s profit or loss according to the adopted balance sheet
The board proposes that no dividends are paid and that the year’s results are balanced in a new account.
Item 10 – Resolution on amendment of the articles of association
The board of directors proposes that the meeting resolves to adopt new articles of association, mainly in accordance with the following.
Current wording:
§7 Board of Directors
The Board of Directors shall consist of a minimum of three and a maximum of seven members.
The Board is elected annually at the Annual General Meeting for the period until the next Annual General Meeting has been held.
Proposed new wording:
§7 Board of Directors
The board of directors shall consist of a minimum of three and a maximum of eight members.
The board is elected annually at the annual general meeting for the period until the next annual general meeting has been held.
The purpose of the proposal is to enable the implementation of the nomination committee's proposals on determination of the number of members of the board of directors and election of board members.
The board of directors, or the person appointed by the board of directors, shall have the right to make the minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Item 11 – Determination of fees for the board of directors and the auditors
The nomination committee proposes that fees to the board of directors shall, for the time until the next annual general meeting, shall remain unchanged and be paid with SEK 400,000 for the chair of the board of directors and with SEK 250,000 for each other member elected by the general meeting. Philip Gao, Jan Lombach and Hans Waldaeus have, as larger shareholders, informed of their will to waive their board fees.
Item 12 – Determination of the number of members of the board of directors and auditors
The nomination committee proposes that the board of directors, for the time until the next annual general meeting, shall consist of eight members with no deputies and that the company shall have one auditor without any deputy.
The proposal requires an amendment to the articles of association.
Item 13 – Election of the board of directors and auditors
The nomination committee proposes re-election of Robert Sjöström, Philip Gao, Jan Lombach, Mikael Nicander and Hans Waldaeus, and new election of Per Mattson, Patrik Boman and Anna Denell as board members for the time until the end of the next annual general meeting. Christel Prinsén and Lars-Ola Lundqvist have notified that they are not standing for re-election. Robert Sjöström is proposed to be re-elected as chair of the board of directors. The proposal requires an amendment to the articles of association.
The nomination committee proposes that the registered accounting firm Öhrlings PricewaterhouseCoopers AB is re-appointed as auditor for the time until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has given notice that if the nomination committee's proposal for auditor is adopted at the meeting, Henrietta Segenmark, authorized public accountant, will continue to be the person appointed to have main responsibility for the audit.
MAJORITY REQUIREMENTS
Resolution under item 10 will not be valid unless supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
DOCUMENTS
The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company’s website and will be sent immediately without charge to any shareholders who so request and has states their address. The documents will also be available at the meeting.
INFORMATION AT THE MEETING
The shareholders are reminded of their right to request information from the board of directors and the CEO according to the Swedish Companies Act.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________
Stockholm in May 2025
Midsummer AB (publ)
The board of directors
Links to images and other press material: Press – Midsummer.
For additional information contact:
Peter Karaszi
Head of Communications, Midsummer
Email: peter.karaszi@midsummer.se
Tel: + 46 70 341 46 53
Eric Jaremalm
CEO, Midsummer
Email: eric.jaremalm@midsummer.se
Tel: +46 8 525 09 610
About Midsummer
Midsummer is a Swedish solar energy company that develops, manufactures, and sells solar cells to construction, roofing and solar cell installation companies and also manufactures, sells and installs solar roofs directly to end customers. The company also develops and sells equipment for the production of flexible thin film solar cells to strategically selected partners and machinery for research. The solar cells are of CIGS technology (consist of copper, indium, gallium and selenide) and are thin, light, flexible, discreet and with a minimal carbon footprint compared with other solar panels.
The solar roofs are produced in Sweden using the company’s own unique DUO system which has taken the position as the most widespread manufacturing tool for flexible CIGS solar cells in the world. The Company’s shares (MIDS) are traded on Nasdaq First North Growth Market. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB. For more information, please visit: midsummer.se