The Annual General Meeting of Transcendent Group AB (publ), reg. no.559005-1164, (the “Company”) will be held on Tuesday, May 31, 2022.
The Meeting will be carried out through postal voting (advance voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e., the Meeting will be held without physical presence.
Information on the resolutions passed at the Annual General Meeting will be published on Tuesday, May 31, 2022, as soon as the result of the advance voting has been finally confirmed.
Questions
Since no meeting with the opportunity to attend in person or by proxy will be held, there will be no opportunity to ask questions at the General Meeting. Questions in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) can instead be sent in advance by post to the Company on address Transcendent Group AB (publ), ”Annual General Meeting”, Lästmakargatan 20, 111 44 Stockholm, or via e-mail to bolagsstamma@transcendentgroup.com, no later than on Saturday, May 21, 2022. The questions will be answered and published no later than Thursday, May 26, 2022. The questions and answers will be kept available at the Company at Lästmakargatan 20, in Stockholm, and on the Company’s website, https://transcendentgroup.com/investor-relations/#general-meetings, and will be sent to the shareholder if the shareholder’s address is known to the Company or has been provided by the shareholder along with the question.
Participation
Shareholders wishing to attend the Annual General Meeting through advance voting must:
| be entered as a shareholder in the share register kept by Euroclear Sweden AB no later than Friday, May 20, 2022, | ||
| and | notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received no later than on Monday, May 30, 2022. |
Shareholders whose shares are registered in the name of a nominee must, in order to participate in the Annual General Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear, with effect no later than on Tuesday, May 24, 2022.
Advance voting
The shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form for postal voting shall be used for advance voting. The advance voting form is considered as the notification of participation. A shareholder can vote by printing and filling out the advance voting form available on the Company’s website https://transcendentgroup.com/investor-relations/#general-meetings and then sending the completed form, together with, if applicable, a power of attorney and/or other authorization documents, by regular mail to KANTER Advokatbyrå KB, Att: Erik von Essen, Box 1435, 111 84 Stockholm, or by email to essen@kntr.se.
If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form sent in by regular mail or email. The power of attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power of attorney, although no longer than five years from the date of issue. If the power of attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended to the advance voting form.
Forms of power of attorney can be obtained at the Company’s office, on the Company’s webpage, https://transcendentgroup.com/investor-relations/#general-meetings, or requested by e-mail to bolagsstamma@transcendentgroup.com or by phone to Charlotte Elsnitz +46 738 22 80 40.
The completed voting form must be received by the above-mentioned recipient, no later than Monday, May 30, 2022. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Annual General Meeting decides on it or if shareholders of at least one tenth of all shares in the Company requests it.
Further instructions and conditions are included in the advance voting form.
For questions about the Annual General Meeting, please contact Charlotte Elsnitz on phone number +46 738 22 80 40, or by e-mail to bolagsstamma@transcendentgroup.com
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of the Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to certify the minutes.
5. Consideration of whether the Annual General Meeting has been properly convened.
6. Approval of the agenda.
7. Presentation of the Annual Accounts and the auditors’ report and the consolidated accounts and the consolidated auditors’ report.
8. Resolutions regarding:
a. adoption of the profit and loss account, the balance sheet and the consolidated profit and loss account and the consolidated balance sheet,
b. allocation of the Company’s result according to the approved balance sheet, and
c. discharge from liability for the members of the Board of Directors and the Managing Director.
9. Determination of the number of members of the Board of Directors that shall be elected by the Annual General Meeting.
10. Determination of the remuneration of the Board of Directors and auditors.
11. Election of the members of the Board of Directors.
12. Election of the Chairman of the Board of Directors.
13. Election of auditors.
14. Resolution on amendment of the Articles of Association.
15. Resolution regarding authorisation for the Board of Directors to resolve on new share issue.
16. Closing of the Annual General Meeting.
Proposal under item 2
The Nomination Committee proposes that Sigrun Hjelmqvist, or if she is prevented from attending, the person the Nomination Committee proposes instead, as the Chairman of the Annual General Meeting.
Proposal under item 3
The voting register proposed to be approved is the voting list drawn up by the Company, based on the share register and received advance votes, and verified and approved by the person approving the minutes.
Proposal under item 4
Nathalie Svensk, shareholder, or if prevented from attending, the person instead appointed by the Board of Directors, is proposed to be elected to approve the minutes of the Annual General Meeting together with the Chairman. The task of approving the minutes of the Annual General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Annual General Meeting.
Proposal under item 8 b
The Board of Directors proposes that a dividend of SEK 1.5 per share is distributed to the shareholders. The record date for the payment is proposed to be on Thursday, June 2, 2022. Payment of the dividend is expected to be made by Euroclear Sweden AB on Wednesday, June 8, 2022. The last date for trading in the Company’s share including the right to a dividend is Tuesday, May 31, 2022.
Calculated on the total number of outstanding shares at the time of the notice the proposed dividend payment amounts to SEK 9 789 916.50. Remaining earnings at disposal will be carried forward to the new financial year.
Proposals under items 9-13
The Nomination Committee for the annual general meeting 2022 is comprised of the following members: Marek Rydén as Chairman, Susanne Lindqvist, Kurt Olof Eriksson and Monica Åsmyr, as representatives for the four largest shareholders of the Company.
The Nomination Committee presents the following proposals for the Annual General Meeting on May 31, 2022:
– that the number of ordinary members of the Board of Directors, elected by the Annual General Meeting, for the time until the end of the next Annual General Meeting, shall be five with no deputies (item 9);
– that remuneration to the Board of Directors shall amount to SEK 240,000 to the Chairman (2021: SEK 200,000) and SEK 120,000 to every other member of the Board of Directors elected by the General Meeting (2021: SEK 100,000). Remuneration for work in the Risk & Audit Committee shall amount to SEK 60,000 (new) to the Committee Chairman and SEK 30,000 to each of the other members of the Risk & Audit Committee (new). It is proposed that the auditor shall be entitled to a fee in accordance with an approved invoice (item 10):
– that Sigrun Hjelmqvist, Magnus Juvas, Ingrid Nordlund and Jan Palmqvist are re-elected as members of the Board of Directors and that Martin Malm is elected as a new member of the Board of Directors, for the time until the end of the next Annual General Meeting. The director Lars Andersson has declared that he is not available for re-election. Information on the persons proposed as members of the Board of Directors is available at the Company’s website https://transcendentgroup.com/investor-relations/#general-meetings (item 11);
– that Martin Malm is elected as Chairman of the Board of Directors (item 12); and
– that KPMG AB is re-elected, for the time until the end of the Annual General Meeting 2023, as auditor (item 13).
Proposal under item 14
The Board proposes that the Annual General Meeting shall resolve to amend § 6 in the Articles of Association regarding the composition of the Board of Directors, in accordance with the following:
| §6 | Current wording | Proposed wording |
| The Board of directors The board of directors shall be made up of a minimum of 3 and a maximum of 8 board members with a maximum of 3 deputy board members. The board members and deputy board members are elected annually at the annual general meeting for the period until the end of the next annual general meeting. |
The Board of directors The board of directors shall be made up of a minimum of 3 and a maximum of 8 board members, without deputy board members. The board members are elected annually at the annual general meeting for the period until the end of the next annual general meeting. |
A resolution in accordance with this item 14 shall be valid where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Proposal under item 15
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, decide upon an issue of shares in the Company corresponding to not more than 10 per cent of the Company’s total outstanding number of shares at the time for the Annual General Meeting, with or without deviation from the shareholders’ preferential right. Furthermore, the proposal means that an issue may be made against cash payment, by set-off or by contribution in kind, or otherwise with conditions under the Swedish Companies Act. The purpose of the above authorisation is to create flexibility for the Board of Directors and enable the Company to among other things finance any future acquisitions. The authorisation shall also enable the Board to resolve on directed share issues.
A resolution in accordance with this item 15 shall be valid where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Documents
The annual accounts and the auditor’s report as well as other documents for the Annual General Meeting will no later than Tuesday, May 10, 2022, be available at the Company and on the Company’s website, https://transcendentgroup.com. The documents will be sent free of charge to shareholders who request them and who states its address. The share register will be available at the Company. All documents, including the share register, are presented by being available in this way.
Number of shares and votes
At the time of issuing this notice, the Company has in total 6 526 611 registered shares, each with one vote per share.
Processing of personal data
Personal data obtained from notifications, power of attorneys and from the share register maintained by Euroclear Sweden AB will be used for the necessary registration and preparation of the voting list for the Annual General Meeting. For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
The Board of Directors
Stockholm in April 2022
Transcendent Group AB (publ)
