Stillfront Group AB: Notice of annual general meeting in Stillfront Group AB (publ) May 19, 2017

Notice

of annual general meeting in Stillfront Group AB (publ)

The shareholders of Stillfront Group AB (publ), reg. no. 556721-3078 (“Company”), are hereby convened to the annual general meeting on Friday 19 May 2017 at 9.00 am. The general meeting will be held at the offices of the law firm Advokatfirma DLA Piper Sweden KB at Kungsgatan 9 in Stockholm.

The right to participate at the general meeting etc.
Shareholders who wish to participate at the general meeting shall i) be registered in the share register kept by Euroclear Sweden AB by Friday 12 May 2017 (the record date is Saturday 13 May 2017), as well as ii) notify the Company of their intention to participate at the general meeting no later than by Monday 15 May 2017 by way of mail to Stillfront Group AB (publ), “Annual General Meeting”, Västra Trädgårdsgatan 15, 111 53 Stockholm or by e-mail to ir@stillfront.com.

To be entitled to participate at the general meeting, shareholders with nominee-registered shares through a bank or other nominee must register their shares in their own name with Euroclear Sweden AB. Shareholders requesting such registration must notify their nominee well before Friday 12 May 2017, when such registration shall have been executed.

The notification shall set out name/company name, personal ID number/registration number, number of shares held and, when applicable, number of advisors which may not exceed two.

Shareholders who are represented by proxy should submit a power of attorney concurrently with the notice of participation. The power of attorney shall be in writing, dated and signed. The original power of attorney shall be brought to the general meeting. Power of attorney forms are available on the Company’s website www.stillfront.com and sent free of charge to those shareholders who so request and state their postal address or e-mail address. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorised to represent the legal entity.


Proposed Agenda

  1. Opening of the meeting
  2. Appointment of the chairman for the meeting
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Examination of whether the meeting has been duly convened
  7. Presentation of annual report and the auditor’s report and consolidated accounts and income statements
  8. Resolution on
    1. adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheets
    2. allocation of the Company’s profit or loss according to the adopted balance sheet and
    3. discharge from liability for the directors of the board and the managing director
  9. Resolution on the number of directors of the board to be appointed
  10. Resolution to establish the remuneration for the directors of the board and the auditor
  11. Appointment of the board of directors
  12. Appointment of chairman of the board of directors
  13. Appointment of auditor
  14. Resolution on nomination committee
  15. Resolution on authorisation for the board of directors to issue shares, convertible instruments and warrants
  16. Closing of the meeting

Proposals for resolutions

Appointment of the chairman for the meeting (item 2)
The nomination committee, which consists of Sture Wikman (chairman), Joachim Spetz and Per Skyttvall, proposes that attorney at law Peter Ihrfelt is appointed chairman of the general meeting.

Allocation of the Company’s result (item 8b)
The board of directors and the managing director propose that the general meeting resolves that the accumulated profit of 207 319 875 SEK shall be carried forward and that no dividend shall be paid.

Resolution on the number of directors of the board to be appointed (item 9)
The nomination committee proposes that the board of directors shall consist of six directors without deputy directors.

Remuneration to the board of directors and the auditor (item 10)
The nomination committee proposes that remuneration of SEK 150,000 shall be paid to the chairman of the board of directors and that remuneration of SEK 75,000 shall be paid to each of the other directors.

A director of the board who is compensated due to employment with the Company or a subsidiary shall not receive remuneration due to the appointment as director.

Remuneration to the auditors for work undertaken shall be paid according to current approved account.

Appointment of the board of directors (item 11)
The nomination committee proposes re-election of Anette Brodin Rampe, Alexander Bricca and Mark Miller and election of Sture Wikman, Ulrika Viklund and Birgitta Henriksson as directors of the board. Per Skyttvall, Fredrik Åhlberg and Jörgen Larsson have declined re-election.

The proposed directors are presented on the Company’s website.

Appointment of chairman of the board of directors (item 12)
The nomination committee proposes that Anette Brodin Rampe is appointed chairman of the board of directors.

Appointment of auditor (item 13)
It is proposed that MAZARS SET Revisionsbyrå AB is re-appointed as the Company’s auditor. The auditing firm has declared that if the general meeting resolves in accordance with the proposal, Michael Olsson will be re-appointed as auditor in charge. The nomination committee’s proposal corresponds to the recommendation of the board of directors (the board of directors has not appointed an audit committee).

Resolution on nomination committee (item 14)
The nomination committee proposes that the general meeting resolves that the nomination committee shall be appointed in accordance with the following principles.

The chairman of the board of directors shall, based on the shareholding according to Euroclear Sweden AB as of the last business day in September 2017, contact the three largest shareholders, who shall be entitled to appoint one member each of the nomination committee. If any of the three largest shareholders declines to appoint a member of the nomination committee, the next largest shareholder shall be offered the opportunity to appoint a member of the nomination committee. The nomination committee may also decide that the chairman of the board of directors shall be a member of the nomination committee. The managing director or another member of the Company’s senior management shall not be a member of the nomination committee. The chairman of the board of directors shall convene the nomination committee to its first meeting. A representative of a shareholder shall be appointed the chairman of the nomination committee. Neither the chairman of the board of directors nor another director of the board shall serve as chairman of the nomination committee. The term of the nomination committee expires when a new nomination committee has been appointed.

If a shareholder, who is represented in the nomination committee, during the term of the nomination committee ceases to be one of the three largest shareholders, a representative appointed by that shareholder shall offer to vacate his or her office and the shareholder who has become one of the three largest shareholders shall be offered the opportunity to appoint a member of the nomination committee. Minor changes do not have to be considered. A shareholder who has appointed a representative in the nomination committee is entitled to remove such representative and appoint another representative. Changes in the nomination committee’s composition shall be published on the Company’s website without delay.

It is proposed that the nomination committee’s tasks shall be to prepare and draw up proposals regarding appointment of chairman of the annual general meeting, chairman of the board of directors and other directors of the board, remuneration to the chairman of the board of directors and the other directors of the board, appointment of auditor, remuneration to the auditors and principles for the appointment of nomination committee. No remuneration shall be paid to the nomination committee. The nomination committee shall, in connection with performing its tasks, forward certain information to the Company so that the Company can comply with applicable obligations to disclose information.

The composition of the nomination committee shall be announced no later than six months before the annual general meeting. In connection therewith, information shall also be provided on how shareholders can submit proposals to the nomination committee.

Resolution to authorise the board of directors to issue shares, convertible instruments and warrants (item 15)
The board of directors proposes that the general meeting resolves to authorise the board of directors to, until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, on one or several occasions resolve to issue shares, convertible instruments and/or warrants. The increase of the share capital, which entails issuance, conversion or subscription for new shares, may – where it entails a deviation from the shareholders’ preferential rights – correspond to a dilution of a maximum of 10 percent of the share capital at the time of the first use of the authorisation to issue shares, convertible instruments and/or warrants. The price per share shall be determined as an average of the market price during 30 days before the resolution of the issue of shares, convertible instruments and/or warrants. Payment may be made in cash and/or with a condition to pay in kind or by way of set-off, or other conditions. The authorisation shall primarily be used for the purpose of acquisitions or financing. The conditions shall be on market terms.

A valid resolution by the general meeting requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favor of the proposal.

Details of number of shares, votes and holding of own shares
The total amount of shares and votes in the Company at the time of issue of this notice was 5 983 775 shares. All shares carry equal voting rights. The Company does not hold any own shares.        

Documents
The annual report, auditor’s report and complete proposals in accordance with above will be available at the Company (address as above) and on the Company’s webpage, www.stillfront.com, not less than three weeks before the general meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.

Shareholders’ right to request information
Shareholders are reminded of their right pursuant to chapter 7, section 32 of the Swedish Companies Act to request that the board of directors and managing director provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda or any circumstances which may affect the assessment of the Company’s or a group company’s financial position. The obligation to provide information also applies to the Company’s relationship to other group companies. Information must be provided if it can take place without significant harm to the Company.

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Stockholm in April 2017
The board of directors of Stillfront Group AB (publ)