The Extraordinary General Meeting of Transcendent Group AB (publ), reg. no.559005-1164, (the “Company”) will be held on Monday, August 29, 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 Extraordinary General Meeting will be published on Monday, August 29, 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), ”Extraordinary General Meeting”, Lästmakargatan 20, 111 44 Stockholm, or via e-mail to bolagsstamma@transcendentgroup.com, no later than on Friday, August 19, 2022. The questions will be answered and published no later than Wednesday, August 24, 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 General Meeting through advance voting must:
– be entered as a shareholder in the share register kept by Euroclear Sweden AB no later than Friday, August 19, 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 Saturday, August 27, 2022.
Shareholders whose shares are registered in the name of a nominee must, in order to participate in the 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, August 23, 2022.
Advance voting
The shareholders may exercise their voting rights at the 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: Ebba Olsson Werkell, Box 1435, 111 84 Stockholm, or by e-mail to werkell@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 Saturday, August 27, 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 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 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 General Meeting.
2. Election of the Chairman of the 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 General Meeting has been properly convened.
6. Approval of the agenda.
7. Determination of the number of members of the Board of Directors that shall be elected by the General Meeting.
8. Determination of the remuneration of the Board of Directors.
9. Election of the members of the Board of Directors.
10. Closing of the General Meeting.
Proposal under item 2
The Board of Directors proposes that Ebba Olsson Werkell (KANTER lawfirm), or if she is prevented from attending, the person the Board of Directors proposes instead, as the Chairman of the 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
Anders Sundin Lundberg, representing FCG Holding Sverige AB, 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 General Meeting together with the Chairman. The task of approving the minutes of the General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the General Meeting.
Proposals under items 7-9
FCG Holding Sverige AB, who after completion of the public takeover offer owns over 90% of the shares and votes in the Company, proposes:
– that the number of ordinary members of the Board of Directors, elected by the General Meeting, for the time until the end of the next Annual General Meeting, shall be three with no deputies (item 7);
– that no remuneration to the Board of Directors shall be paid (item 8); and
– that the current members of the Board of Directors are dismissed and that Kristian Bentzer, Magnus Karlberg are Jimmi Brink elected as new members of the Board of Directors for the time until the end of the next Annual General Meeting. Kristian Bentzer is proposed as the Chairman of the Board of Directors (item 9).
Documents
Documents in accordance with the Companies Act will no later than Monday, August 8, 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 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 August 2022
Transcendent Group AB (publ)
