Notice to attend the Annual General Meeting in Terranet AB
The shareholders of
Terranet AB, reg.no
556707-2128 (the
"Company"), are hereby convened to the annual general
meeting on Wednesday 10
May 2023 at 11 am CEST
at Scheeletorget 1,
building The
Spark, Lund. Registration begins
at 10.45 am
CEST.
RIGHT TO PARTICIPATE AND
REGISTRATION
Shareholders who wish to attend the general
meeting shall
- be entered in the share register
maintained by Euroclear Sweden AB on 2 May 2023, and;
- notify the Company of their
intention to participate in the meeting no later than 4 May 2023 by
e-mail to pal.eriksson@terranet.se or by post to Terranet AB,
Mobilvägen 10, 223 62 Lund, Sweden, mark the envelope with "Annual
General Meeting 2023". Upon notification, the shareholder shall
state name, personal or corporate identity number, address and
telephone number and, where applicable, information about
assistants (maximum 2).
NOMINEE REGISTERED SHARES
Shareholders who have had their shares
registered by a nominee through a bank or investment institution
must have their shares registered in their own name to be entitled
to attend the general meeting. Such registration may be temporary
(so-called voting registration) and is requested from the trustee
in accordance with the trustee's procedures. Registrations of
voting rights made (registered with Euroclear Sweden AB) no later
than 4 May 2023 will be taken into account in the preparation of
the share register.
PROXY
Shareholders represented by proxy must issue a
written power of attorney for the proxy, signed and dated by the
shareholder. The period of validity of the proxy may not exceed
five years if specifically stated. If no period of validity is
indicated, the proxy shall be valid for a maximum of one year. If
the proxy is issued by a legal person, a copy of the certificate of
registration or equivalent of the legal person must be attached.
The original proxy and any certificate of registration should be
sent by post to the Company at the above address in good time
before the general meeting. The proxy form will be available on the
Company's website (www.terranet.se) at least three weeks before the
general meeting.
PROPOSED AGENDA
1. Opening of
the meeting2. Election of the
chairman of the
meeting3. Preparation and
approval of the voting list
4. Election of one or more
persons to verify the
minutes5. Determination whether
the meeting has been duly
convened6. Approval of the
agenda7. Presentation of the
annual report and the auditor’s report and the consolidated
financial statements and the auditor’s report on the consolidated
financial
statements8. Resolution
on:a) Adoption of the income statement and balance
sheet and the consolidated income statement and consolidated
balance sheetb) Allocation of the Company’s profit
or loss according to the adopted balance sheet and the consolidated
balance sheet c) Discharge from liability for the
members of the board of directors and the
CEO9. Determination of the
number of directors, auditors and any deputies
10. Determination of
remuneration to the board of directors and
auditors11. Election of the
board of directors, auditor and any
deputies12. Resolution to amend
the articles of association
13. Resolution to authorise the
board of directors to resolve on an issue of shares, warrants, and
convertibles14. Resolution to
authorise the board of directors to make minor adjustments to the
resolutions passed at the general
meeting15. Closure of the
meeting
PROPOSED RESOLUTIONS
Item 2 – Election of the chairman of the
meetingThe nomination committee proposes that lawyer Mark
Falkner, Eversheds Sutherland Advokatbyrå AB is elected as chairman
at the meeting.
Item
8b – Resolution on allocation of the
Company’s profit or loss according to the adopted balance
sheet and the consolidated balance
sheet
The board of directors proposes that all funds
the annual general meetings’ disposal is carried forward.
Item 9 - Determination
of the number of directors, auditors and any deputies
The nomination committee proposes that the board
of directors shall consist of six members without deputies.
The nomination committee further proposes that
the Company shall have a registered accounting firm as auditor.
Item 10 – Determination of remuneration
to the board of directors and auditors
The nomination committee proposes that board
remuneration shall be paid with SEK 150,000 to each of the board
members elected by the annual general meeting who are not employed
by the Company or the group, and with SEK 400,000 to the chairman
of the board of directors.
The nomination committee proposes that a fee of
SEK 25,000 shall be paid to each of the members of the remuneration
committee (maximum 3 members). The nomination committee further
proposes that a fee of SEK 40,000 shall be paid to each of the
members of the audit committee (maximum 4 members) that the board
of directors intends to establish, and SEK 75,000 to its
chairman.
The auditor’s fee is proposed to be paid
according to approved invoice.
Item 11 – Election of the board of
directors, auditor and any deputies
The nomination committee proposes re-election of
Göran Janson, Anders Blom, Magnus Edman, Tarek Shoeb and Nils
Wollny as members of the board of directors and election of Torgny
Hellström as new director of the board. The nomination committee
further proposes that Torgny Hellström is elected Chairman of the
Board.
Torgny HellströmTorgny Hellström, born 1958,
holds a law degree and has extensive experience from the IT and
tech industry, including as CEO of Anoto Group AB and senior
executive at Ericsson and IBM. He is the founder and senior
management consultant at Ruddex International AB and has held
several board assignments. Today, Torgny is Chairman of the Board
of Starbreeze AB, PreciseBiometrics AB, Drupps AB and Swipp AB.
Due to the expiry of the term of office of the
Company's auditing company Deloitte AB, the nomination committee
proposes that the registered auditing company Ernst & Young
Aktiebolag ("E&Y") be elected as the Company's auditor for the
period until the end of the Annual General Meeting 2024. E&Y
has notified that the authorised public accountant Martin
Henriksson will be the auditor in charge.
Item 12 – Resolution to amend the
articles of association
The board of directors proposes that the limits
on the share capital and the number of shares in the articles of
association shall be amended as follows:
§ 4 Share capital
Current wording |
Proposed wording |
The share capital shall be at least SEK 3 000 000
and at most SEK 12 000 000. |
The share capital shall be at least SEK 3 300 000 kronor
and at most SEK 13 200 000 kronor. |
§ 5 Number of shares
Current wording |
Proposed wording |
The number of shares shall be not less than 300 000 000 and
not more than 1 200 000 000. |
The number of shares shall be not less than 330 000 000 and
not more than 1 320 000 000. |
The board of directors further proposes that § 8
shall be amended as follows:
§ 8 Board of Directors
Current wording |
Proposed wording |
The board of directors shall consist of a minimum of three
and a maximum of eight members with a maximum of two deputies and
shall be elected annually at the Annual General Meeting for the
period until the next Annual General Meeting is held. |
The board of directors shall consist of a minimum of three
and a maximum of eight members and shall be elected annually at the
Annual General Meeting for the period until the next Annual General
Meeting is held. |
A resolution under this item requires for its
validity that the proposal is supported by shareholders
representing at least two thirds (2/3) of both the votes cast and
the shares represented at the meeting.
Item 13
– Resolution to
authorise the board of
directors to resolve on issues of
shares, warrants and convertibles
The board of directors of the Company proposes
that the annual general meeting resolves to authorise the board of
directors to, until the next annual general meeting, on one or more
occasions, resolve to issue series B shares, warrants and/or
convertibles with the right to subscribe for or convert series B
shares, with or without deviation from the shareholders'
preferential rights, within the limits of the articles of
association applicable from time to time, to be paid in cash, in
kind and/or by way of set-off.
That the board of directors shall be able to
decide on a new issue without preferential rights for the
shareholders as described above is primarily for the purpose of
being able to raise new capital to increase the Company's
flexibility for financing.
A resolution under this item requires for its
validity that the proposal is supported by shareholders
representing at least two thirds (2/3) of both the votes cast and
the shares represented at the meeting.
Item 14
– Resolution to authorise
the board of directors to make minor adjustments to the
resolutions passed at the general meeting
The board of directors proposes that the general
meeting authorizes the board of directors, the CEO, or the person
otherwise appointed by the board of directors to make such minor
adjustments and clarifications of the resolutions passed at the
general meeting to the extent required for registration of the
resolutions.
OTHER INFORMATION
Documents and information
The notice, accounting documents with
accompanying audit report and power of attorneys will be available
at the Company’s office for at least three weeks before the annual
general meeting and will be sent free of charge to shareholders who
so request and provide their postal address. The documents will
also be published on the Company's website, www.terranet.se, no
later than the same day.
Shareholders have the right under Chapter 7,
Section 32 of the Companies Act to request information from the
board of directors and the chief executive officer regarding
circumstances that may affect the assessment of an item on the
agenda or of the Company's financial situation. The board of
directors and the chief executive officer shall disclose such
information if the board of directors considers that this can be
done without material harm to the Company.
Processing of personal data
The personal data collected from the share
register maintained by Euroclear Sweden AB, received notifications
and information about proxies and assistants will be used for
registration, preparation of the voting list for the general
meeting and, where applicable, the minutes of the meeting. For
information on how your personal data is processed in connection
with the General Meeting, please refer to the privacy policy on the
Euroclear AB website,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Number of shares and votes
At the time of issuance of this notice, the
total number of shares in the Company is 334,944,760, divided into
1,084,463 shares of series A and 333,860,297 shares of series B.
Each share of series A entitles to two votes and each share of
series B entitles to one vote.
_____________________________
Lund in April 2023Terranet AB
Board of Directors
For more information, please
contactMagnus Andersson, CEOE-mail:
magnus.andersson@terranet.se
About Terranet AB (publ)
Terranet is on a mission to save lives in urban
traffic.
We develop breakthrough tech solutions for Advanced
Driver Assistance Systems (ADAS) and Autonomous Vehicles (AV) that
protect vulnerable road users.
With a unique patented vision technology,
Terranet’s anti-collision system BlincVision laser scans and
detects road objects up to ten times faster and with higher
accuracy than any other ADAS technology available today.
Terranet is based in Lund, Sweden, and in the heart
of the European automotive industry in Stuttgart, Germany. The
company is listed on Nasdaq First North Premier Growth Market since
2017(Nasdaq: TERRNT-B).
Follow our journey at www.terranet.se
Certified Adviser to Terranet is Mangold
Fondkommission AB, 08-503 015 50, ca@mangold.se.
- Terranet_PM_Notice of AGM 2023_ENG
Terranet Holding Ab (LSE:0GH9)
Historical Stock Chart
From Jun 2024 to Jul 2024
Terranet Holding Ab (LSE:0GH9)
Historical Stock Chart
From Jul 2023 to Jul 2024