Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Energi & Miljö |
Industri | Miljö & Återvinning |
The shareholders of Scandinavian Enviro Systems AB (publ), reg. no. 556605-6726 (the “Company”), are hereby given notice to the Annual General Meeting on Tuesday June 10, 2025, at 4:00 p.m. at Hotel Riverton, Stora Badhusgatan 26, in Gothenburg, Sweden.
N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.
The Board of Directors has decided that the shareholders shall be able to exercise their voting rights at the Meeting also by postal voting in accordance with the regulations in the Company’s Articles of Association. The Company is also planning to give the shareholders the possibility to follow the Annual General Meeting via a live web broadcast. However, this planned broadcast is conditioned upon approval of the Meeting for participation of guests without voting rights. The shareholders who will follow the Meeting via broadcast do not have the right to vote or ask questions during the broadcast. Regarding participation and exercise of voting rights at the Meeting, please refer to the sections Participation in the meeting room and Participation by postal vote in the notice. Instructions for the planned broadcast will be available, among other documents for the Meeting, at the Company’s website www.envirosystems.se, prior to the Meeting.
Right to participate and notification
Participation in the meeting room
Shareholders who wish to attend the meeting room in person or through a proxy must
- both be recorded in the register of shareholders kept by Euroclear Sweden AB regarding the conditions on Friday, May 30, 2025; and
- give notice of their attendance at the Meeting no later than Tuesday, June 3, 2025. Notification of attendance at the Meeting can be made via a specific link on the Company’s website www.envirosystems.se, and on https://app.verified.eu/web/postrosta2022/?source=envirosystems10juni2025/en or by regular mail to Scandinavian Enviro Systems AB, Att: Urban Folcker, Frihamnen 16B, 417 70 Gothenburg, Sweden.
Shareholders represented by proxy shall issue a power of attorney to the proxy. Power of attorney forms are available on www.envirosystems.se and may be sent to shareholders who so wish. In addition, the person representing a legal person must attach a copy of the certificate of registration, or equivalent documents stating the authorized signatory, to the power of attorney form. In order to facilitate registration at the Annual General Meeting, the power of attorney as well as other authorization documents, ought to be sent to the Company well in advance of the Meeting.
Participation by postal vote:
Shareholders who wish to exercise their voting rights at the Meeting by postal vote, in person or by proxy, must
- both be recorded in the register of shareholders kept by Euroclear Sweden AB regarding the conditions on Friday, May 30, 2025, and
- give notice of their attendance no later than Tuesday, June 3, 2025, by casting their postal vote in accordance with the instruction below, so that it is received by the Company no later than on that day.
Those who wish to attend the meeting room in person or by proxy must notify it in accordance with the instructions under the section Participation in the meeting room above. This means that a notification only by postal vote is not sufficient for those who wish to attend the meeting room.
To exercise voting rights by postal vote, a special form must be used. The form is available via a specific link on the Company’s website www.envirosystems.se, and on https://app.verified.eu/web/postrosta2022/?source=envirosystems10juni2025/en. The completed form for postal vote shall be submitted digitally in accordance with the above. Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the postal vote will be invalid in its entirety. Further instructions and conditions can be found in the digital postal voting form.
If shareholders cast a postal vote by proxy, a power of attorney shall be attached to the digital postal voting form. Such power of attorney shall be written, dated and signed by the shareholder. Proxy forms are provided upon request and are also available on the Company’s website www.envirosystems.se. The postal voting form is valid as notification of attendance at the Meeting. If the proxy is issued by a legal entity, a copy of the certificate of registration, or if such document does not exist, corresponding authorization document, must be attached to the postal voting form.
Nominee registered shares
Shareholders who have had their shares registered by a nominee must, in order to be entitled to exercise their voting rights at the Meeting, have their shares re-registered in their own name (so-called voting rights registration) in the register of shareholders kept by Euroclear Sweden AB as of the record date on Friday, May 30, 2025. Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such voting rights registration. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than on Tuesday, June 3, 2025, will be considered in the preparation of the register of shareholders.
Proposed agenda
- Opening of the meeting and election of the Chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to check the minutes
- Determination of whether the meeting has been duly convened
- Speech by the CEO
- Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group;
- Resolutions on:
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
- allocation of the Company’s profits or losses in accordance with the adopted balance sheet;
- discharge of liability for the members of the Board of Directors and the CEO
- Determination of the number of members of the Board of Directors and auditors
- Determination of remuneration to the Board of Directors and auditors
- Election of members of the Board of Directors and auditors and, when applicable, deputy auditors
- Resolution on principles for appointment of the Nomination Committee
- Resolution on determination of the principles of other remuneration for members of the Board of Directors
- Closure of Annual General Meeting
THE NOMINATION COMMITTEE’S PROPOSALS
The Nomination Committee, that prior to the Annual General Meeting 2025 consists of Fabien Gaboriaud (representing Michelin Ventures S.A.S. and the Chairman of the Nomination Committee), Monica Åsmyr (representing Robur Fonder), Karin Eliasson (representing Handelsbanken Fonder) and Alf Blomqvist (Chairman of the Board of Directors), has submitted the following proposals for resolutions.
Item 1. Election of the Chairman of the Meeting
The Nomination Committee proposes that Alf Blomqvist is elected as Chairman of the Meeting.
Item 9. Determination of the number of members of the Board of Directors and auditors
The Nomination Committee proposes that the Board of Directors shall consist of six (6) previously five (5) ordinary members without any deputies for the period until the end of the next annual general meeting.
It is further proposed that one (1) registered auditing firm without deputy auditor shall be appointed as auditor.
Item 10 - Determination of remuneration to the Board of Directors and the auditor
The Nomination Committee proposes that the total board fee, including compensation for committee work, shall amount to SEK 1,300,000 (1,000,000) to be distributed as follows:
SEK 500,000 (400,000) to the Chairman of the Board. SEK 200,000 (200,000) to each of the other general meeting-elected members who are not employed by the Company.
Fabien Gaboriaud, (representative of the company's largest shareholder, Michelin Ventures S.A.S.), has declined any compensation for board and committee work.
It is proposed that remuneration to the auditor shall be paid in accordance with approved invoice.
Item 11. Election of members of the Board of Directors and auditors and, when applicable, deputy auditors
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, the re-election of the following members: Fabien Gaboriaud, Peter Möller, Björn Olausson, and a new election of members Ewa Björling, Magnus Jakobson, and Helene Svahn. The Nomination Committee further proposes that Ewa Björling shall be elected as Chair of the Board. Alf Blomqvist and Nina Macpherson have informed the Nomination Committee that they are not available for re-election.
Ewa Björling (born 1961)
Today, Eva Björling serves as a professional board member in Nynas AB and Xolaris AB. She is also serving in another discipline as chairman to the PAR (Prevention of Antibiotic Reistance) Foundation. Among previous board assignments she has been a board member in Essity (publ), Biogaia (publ), and Bioarctic (publ). Moreover, she is involved in different networks for advice concerning international matters. Ewa Björling served as Minister for Trade during 7 years (2007-2014) and Minister for Nordic Cooperation (2010-2014) in the Swedish government. She has also been a Member of the Swedish Parliament between 2002 and 2014 and served as a Member of Committee on Foreign Affairs. Prior to that she worked as a PhD and Associate Professor at Karolinska Institutet in Stockholm, where she lectured in the field of Medicine and had her own research group within virology.
Helene Svahn (born 1974)
Dr. Helene Svahn holds a MSc in Molecular Biotechnology from Uppsala University (Sweden) and a PhD in Electrical Engineering from the Royal Institute of Technology (Sweden). Since 2008, she has served as a professor in Nanobiotechnology. Dr. Svahn is a distinguished member of both the Royal Swedish Academy of Sciences and the Royal Swedish Academy of Engineering Sciences. In 2015, Dr. Svahn was appointed SVP of R&I at Permobil AB. She later served as President and CEO of Haldex AB from 2019 to 2021. Her board experience includes roles with Konecranes Oy and Axel Johnson International AB. Since 2021, she has been a member of the Supervisory Board of Mercedes-Benz, and since 2024, a member of the Board of Vinnova. In addition to her board responsibilities, Dr. Svahn serves as a senior advisor to several impact-driven companies, including Aira AB, Vioneo, and Tangerine.
Magnus Jakobson (born 1976)
Over the past decade Magnus has held several senior positions at Kinnevik, including Capital Markets Director and Investment Director. Kinnevik is a leading growth investor in technology-enabled businesses within healthcare, software and climate. During his tenure, Magnus has served on the boards of numerous portfolio companies, including eg Agreena and Oda. Before joining Kinnevik in 2015, Magnus was an Executive Director in the M&A team at JP Morgan in London. Magnus holds a master’s degree from Columbia University in the City of New York.
Information about the proposed Board members
Information about the proposed re-elected board members is available on the Company's website, www.envirosystems.se.
The nomination committee proposes, for the period until the end of the next annual general meeting, the re-election of the registered auditing firm Öhrlings PricewaterhouseCoopers AB (org.nr 556029-6740), (PWC), as auditor of the Company. If PWC is re-elected as auditor, the company has announced that authorized public accountant Johan Brobäck will continue to be the main responsible auditor.
Item 12 – Resolution on principles regarding the appointment of, and instructions for, the Nomination Committee
The Nomination Committee proposes that the General Meeting resolves on the following principles regarding the appointment of, and instructions for, the Nomination Committee applicable for the period until the General Meeting resolves to amend or repeal the principles.
The Nomination Committee shall consist of three members. The three members shall be appointed by the three shareholders in the company controlling the largest number of votes based on the ownership statistics as of the last banking day in August of the year in which such members shall be appointed, whereby one member of the Nomination Committee is appointed by each shareholder. The Chair of the Board shall be co-opted to participate in the nomination committee’s work without being a member of the committee.
The shareholder information used to determine who shall have the right to appoint a member to the Nomination Committee shall be sorted by voting rights (including any group of shareholders) and include the 25 largest registered shareholders in Sweden. A registered shareholder is a shareholder who has an owner-registered account with Euroclear or a shareholder whose shares are registered in a custody account with a nominee and has had their identity reported to Euroclear. If a shareholder waives its right to appoint a member, such right shall be passed to the shareholder who represents the largest shareholding in terms of voting rights after the above-mentioned shareholders based on the above shareholder information.
The Chairman of the Nomination Committee shall be the member who at the time of the Nomination Committees appointment represents the shareholder controlling the largest number of votes, unless the Nomination Committee unanimously agrees otherwise. In the event of a tied vote in the Nomination Committee, the Chairman of the Nomination Committee has the casting vote.
For the appointment of the Nomination Committee until the end of the next Annual General Meeting, the Chairman of the Board shall ask the largest shareholders in terms of votes held, in accordance with above, for the appointment of three members to take part in the Nomination Committee.
The company shall disclose the composition of the Nomination Committee by means of a press release on the company’s website as soon as the members have been appointed, but no later than six months prior to the Annual General Meeting.
If one or more of the shareholders that have appointed members on the Nomination Committee earlier than three months prior to the Annual General Meeting cease to belong to the three largest shareholders in terms of votes held, the members representing these shareholders shall vacate their positions and the shareholder or shareholders who are among the three largest shareholders in terms of votes controlled, shall be entitled to appoint replacements for the resigning members. Unless there are special circumstances, there shall be no changes in the composition of the Nomination Committee based on changes in shareholdings that occur later than three months prior to the Annual General Meeting.
In the event that a member resigns from the Nomination Committee before its work is concluded and the Nomination Committee deems it appropriate to appoint a replacement, such replacement shall be appointed by the same shareholder who appointed the resigning member or, if they no longer belong to the largest shareholders in terms of votes controlled, by the shareholder who is next in line in terms of the number of votes controlled. Changes in the composition of the Nomination Committee shall be made public as soon as they occur.
The composition of the Nomination Committee shall be disclosed no later than six months prior to the Annual General Meeting, stating which owner is represented by which member. No compensation is to be paid to the members of the Nomination Committee. However, any necessary expenses for the work of the Nomination Committee shall be borne by the company.
The Nomination Committee’s term of office shall be for the period until the composition of the next Nomination Committee has been disclosed. The Nomination Committee shall act in the best interest of all shareholders in the company in matters that fall within the scope of the Nomination Committee’s tasks in accordance with the Code. The company shall be able to deviate from these principles if it in each case is considered to result in better corporate governance according to the premise of “comply or explain” mechanism as described in the Code.
The Nomination Committee shall submit proposals on the following items for resolutions to the Annual General Meeting:
- Election of the Chairman of the Meeting.
- Resolution on number of Board members and auditors.
- Resolution on remuneration to the Board, remuneration for committee work and the auditors’ remuneration.
- Election of Board members, Chairman of the Board and auditor(s).
- If any, amendments regarding procedures for appointment of the next Nomination Committee.
Item 13. Resolution on determination of the principles of other remuneration for members of the Board of Directors
If a board member appointed by the general meeting undertakes assignments om behalf of the Company outside the scope of regular board duties, such assignments shall be approved by the Chair of the Board and governed by a written agreement. Remuneration for such assignments may not exceed SEK 500,000 for a board member and financial year. The Board of Directors shall annually review the agreements entered into by the Company.
THE BOARD OF DIRECTOR’S PROPOSALS
Item 8b. Resolution on allocation of the Company’s profits or losses in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend is paid for the financial year 2024 and that the Company’s profit and loss is allocated in accordance with the Board’s proposal in the director’s report included in the annual report, which will be published and held available on the Company website www.envirosystems.se as of Tuesday, May 20, 2025.
NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and votes in the Company at the time of this notice is 806,615,589. There is only one class of shares and the Company does not own any of its own shares.
SHAREHOLDER'S RIGHT TO REQUEST INFORMATION
The Board of Directors and CEO shall, in accordance with chapter 7, section 32 of the Companies Act (Sw. Aktiebolagslagen), if any shareholder so requests and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, or conditions that may affect the assessment of the Company’s financial situation. The duty of disclosure also includes the Company's relationship with another group company, the consolidated financial statements and the relationships with subsidiaries referred to in the previous sentence.
DOCUMENTS
The financial statements and the audit report will be made available no later than three weeks prior to the Annual General Meeting and the Board of Director’s complete proposals for resolutions will be made available no later than two weeks prior to the Annual General Meeting. The documents will be available on the Company's website www.envirosystems.se and at the Company's office at the address Frihamnen 16B, 417 70, in Gothenburg, Sweden. The documents will also be sent free of charge to shareholders who so request and who provides his/her postal address. In addition, the Nomination Committee's complete proposals for resolutions and other documents for the Annual General Meeting are available on the Company's website.
TREATMENT OF PERSONAL DATA
For information on how your personal data is processed, please refer to the integrity policy available at Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, May 2025
Scandinavian Enviro Systems AB (publ)
The Board of Directors