NOTICE TO ATTEND EXTRAORDINARY GENERAL MEETING IN MODELON AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
The shareholders of Modelon AB (publ) (“Company”) are hereby convened to an extraordinary general meeting on Thursday 19 September 2024, 13:00 at IDEON Science Park, Scheelevägen 17, Lund.
Notification etc.
Shareholders wishing to participate in the general meeting shall:
- partly, be entered in their own name (not nominee-registered) in the shareholders’ register kept by Euroclear Sweden AB on the record day 11 September 2024, and
- partly, register their registration so it is received by the Company no later than 13 September 2024, either by mail to Modelon AB, Att. Jonas Eborn, Ideon Science Park, 223 70 Lund (marked ”general meeting”) or by e-mail to jonas.eborn@modelon.com.
Registration must specify the shareholders name, personal or organization number (or corresponding), address, phone number, number of shares, information of any assistants (maximum two), and if necessary, information of deputy or proxy.
Nominee-registered shares
Shareholders who have had their shares registered with a nominee must, to be entitled to participate in the general meeting, temporarily register the shares in their own name in the share register kept by Euroclear Sweden AB as of the record date as described above. Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Registration of voting rights that has been requested by shareholders at such a time that the registration has been made by the nominee no later than 13 September 2024 will be considered in the production of the share register.
Shareholders who intend to attend through proxy must issue a dated power of attorney for the proxy, signed by the shareholder. The Company provides proxy forms on request, and these are also available from the Company’s website, www.modelon.com/investor-relations. If the shareholder is a legal entity, an attested copy of the certificate of registration or its equivalent for the for the legal entity must be enclosed. The period of validity of the power of attorney is permitted to extend to five years from the date of issue. An original power of attorney and copy of the certificate of registration should be sent well in advance to the Company at the above address.
Proposed agenda
- Opening of the general meeting and election of chairman of the meeting
- Preparation and approval of the voting register
- Election of one or two persons to verify the minutes
- Approval of the agenda
- Determination as to whether the general meeting has been duly convened
- Determination of the number of board members and election of board members
- Resolution on amendment of the articles of association
- Closing of the general meeting
Item 6 – Determination of the number of board members and election of board members
RoosGruppen AB proposes that the number of board members elected by the general meeting shall amount to five without deputies. RoosGruppen AB further proposes for the time until the end of the next annual general meeting that Mikael Bluhme be elected as a new board member. The other current board members shall remain as board members.
Item 7 – Resolution on amendment of the articles of association
The board of directors proposes that the meeting resolves to amend the articles of association in accordance with the below.
The board proposes that the division of A shares and B shares in the articles of association be removed, i.e. that all shares in the Company shall be of the same share class, and that there shall be only one share class according to the Company's articles of association.
The above means that articles 6 (Share classes) and 7 (Conversion clause) in the articles of association are removed.
The board further proposes that a new article be inserted in the articles of association in accordance with below.
“Collection of proxies and voting by post
The board of directors may collect proxies pursuant to the procedure stated in chapter 7 section 4 second paragraph of the Companies Act (SFS 2005:551).
The board of directors may prior to a general meeting resolve that the shareholders shall be entitled to exercise their voting rights prior to the general meeting by post.”
Majority requirements
A resolution in accordance with the proposal under item 7 above requires that the resolution be supported by shareholders corresponding to at least two-thirds of both the votes and the shares represented at the meeting, on the condition that owners of half of all A shares in the Company and nine-tenths of the A shares represented at the general meeting agree to the change.
Shareholders’ right to request information
The board of directors and the CEO shall, upon request by any shareholder and where the board of directors believes that it can be done without significant harm to the Company, provide information concerning circumstances which may affect the assessment of an item on the agenda.
Documentation for the general meeting
The complete proposals of the board of directors in accordance with the above as well as other documents pursuant to the Swedish Companies Act, will be available at the Company’s office on Ideon Science Park, 223 70 Lund, Sweden, and on the Company’s website, www.modelon.com/investor-relations, no later than two weeks before the extraordinary general meeting. The documents will also be sent free of charge to shareholders who have requested this and provided their postal address. The documents will also be available at the extraordinary general meeting.
Processing of personal data
For information on how personal data is processed in connection with the general meeting, please refer to the privacy policy available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Modelon AB (publ)
The Board of Directors