Stillfront Group AB: Notice of Annual General Meeting May 18, 2016 in Stillfront Group AB (publ)

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 Wednesday 18 May 2016 at 11.00 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 no later than by Thursday 12 May 2016, as well as ii) notify the Company of their intention to participate at the general meeting no later than by Thursday 12 May 2016 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 temporarily register their shares in their own name with Euroclear Sweden AB. Shareholders requesting such registration must notify their nominee well before Thursday 12 May 2016, when such registration shall have been executed.

Kindly state in the notification 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. 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 webpage www.stillfront.com and sent free of charge to those shareholders who so request and state their postal address or e-mail. 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 attest 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
    • adopting of the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheets
    • allocation of the Company’s profit or loss according to the adopted balance sheet and
    • discharge from liability for the directors of the board and the managing director
  9. Resolution to establish the remuneration for the directors of the board and the auditor
  10. Resolution on the number of directors and deputy directors of the board to be appointed
  11. Appointment of the board of directors
  12. Appointment of auditor
  13. Resolution on nomination committee
  14. Resolution on authorisation for the board of directors to issue shares, convertible instruments and warrants
  15. Closing of the meeting

Proposals for resolutions

Appointment of the chairman for the meeting (item 2)
It is proposed that Richard Folke, attorney at law, 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 SEK 137 244 708 shall be carried forward and that no dividend shall be paid.

Remuneration to the board of directors and the auditor (item 9)
Shareholders representing approximately 11.8 per cent of the votes in the Company propose that remuneration of SEK 88,600 shall be paid to the chairman of the board of directors and that remuneration of SEK 44,300 shall be paid to each of the other directors of the board.

A director of the board who is compensated by the Company due to employment shall not receive remuneration, neither from the parent nor any subsidiary.

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

Appointment of the board of directors (items 10 and 11)
It is proposed that the board of directors shall consist of six directors without deputy directors.

Shareholders representing approximately 11,8 per cent of the votes in the Company propose re-election of Per Skyttvall,, Alexander Bricca, Jörgen Larsson and Fredrik Åhlberg as directors of the board, as well as election of Anette Brodin Rampe and Karsten Wysk as directors of the board. Max Bautin has informed that he is not available for re-election.

Appointment of auditor (item 12)
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 appointed as auditor in charge.

Resolution on nomination committee (item 13)
The board of directors proposes that the general meeting resolves that the nomination committee shall be appointed in accordance with the following principles.

The nomination committee shall consist of four members who shall be the chairman of the board of directors, one representative for each of the two largest shareholders based on number of votes who wish to appoint such representative, and one additional member who shall be independent in relation to major shareholders and the Company. The last-mentioned member shall be appointed by the chairman of the board and the two members appointed by the shareholders and shall be the chairman of the nomination committee. The nomination committee shall be composed based on the shareholder statistics from Euroclear Sweden AB on the last business day in September 2016 and other reliable shareholder information provided to the Company at this time. If a shareholder does not wish to appoint a representative, the shareholder that in terms of number of votes is next in line shall be given the opportunity to replace such shareholder. The chairman of the board convenes the nomination committee to its inaugural meeting. If a shareholder, which is represented in the nomination committee, is no longer among the two largest shareholders during the term of office, the representative appointed by such shareholder shall vacate its position and the shareholder that has become one of the two largest shareholders shall be offered to appoint a member of the Company’s nomination committee. However, minor changes do not need to be taken into consideration. A shareholder which appoints a representative to the nomination committee has the right to dismiss such member and appoint a new representative. Changes in the nomination committee shall be published on the Company’s webpage as soon as the changes have been made. It is proposed that the nomination committee shall, before the annual general meeting in 2017, prepare and draw up proposals for the election of chairman of the board of directors and other members of the board of directors, remuneration to the chairman and other members, election of auditor, remuneration to auditors and the principles for the appointment of the nomination committee. Remuneration shall not be paid to the members of the nomination committee. The nomination committee shall in connection with its work forward certain information to the Company in order for the Company to be able to fulfil its obligation to disclose information.   

Resolution to authorise the board of directors to issue shares, convertible instruments and warrants (item 14)
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 which entails issuance, conversion or subscription for new shares corresponding to a dilution of a maximum of 10 percent of the share capital at the time of the resolution on the issue. The price per share shall be determined as an average of the market price during 30 days before the subscription. 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 5,006,583 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 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.

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. Information must be provided if it can take place without significant harm to the Company.

* * * * * *
Stockholm in April 2016
The board of directors of Stillfront Group AB (publ)

För ytterligare information, kontakta/ For additional information, please contact:
Jörgen Larsson, VD/CEO, Stillfront
Tel: +46 70 321 18 00
E-post: jorgen@stillfront.com

Sten Wranne, CFO, Stillfront
Tel: +46 70 585 12 58
E-post: sten@stillfront.com

Nasdaq First North kortnamn: SF/ Nasdaq First North Ticker Symbol: SF
Certified Adviser: Avanza Bank, telefon/phone +46-8-4094 2120