CORRECTION OF THE NOTICE OF ANNUAL GENERAL MEETING IN NAXS AB (publ)
In the notice to NAXS annual general meeting 2022, which was made public by the company
on 25 February 2022, it was stated that Meg Eisner was proposed as chairman of the
nomination committee. The right person shall be Amaury de Poret.
Further, the following addition is made to item 12 on the agenda, in respect of an updated
instruction for the nomination committee for the company:
The annual general meeting shall elect members of the nomination committee. A proposal
for members and the chairman of the nomination committee shall be put forward by the
current nomination committee. The nomination committee shall consist of three members.
One member of the nomination committee shall be a member of the board of directors of the
Company, however such member of the board of directors may not be chairman of the
nomination committee.
In its proposal for new committee members, the nomination committee shall take into
account the shareholder base and the expressed willingness of the largest shareholders in
the Company to participate in the nomination committee. The nomination committee’s
mandate shall be for the period until a new nomination committee has been elected at a
subsequent annual general meeting. If a member leaves the nomination committee for any
reason, the remaining members of the committee shall appoint a new member, taking into
account the shareholder base and the willingness of largest shareholders in the Company to
participate in the nomination committee. However, the committee shall not include more
than one member linked to a single shareholder.
No fees shall be paid to the members of the nomination committee.
A consolidated notice including the above amendments is presented below.
The shareholders of NAXS AB (publ), reg. no. 556712-2972, with its registered office in
Stockholm (the “Company” or “NAXS”), are hereby invited to the annual general meeting
(the “Meeting”) on Wednesday 30 March 2022.
Pursuant to temporary legislation, NAXS’ annual general meeting will be carried out through
advance voting (postal voting). No meeting with the possibility to attend in person or to be
represented by a proxy will take place. Hence, the Meeting will be held without physical
presence.
NAXS welcomes all shareholders to exercise their voting rights at the Meeting through
advance voting as described below. Information on the resolutions passed at the Meeting will
be published on 30 March 2022 as soon as the result of the advance voting has been finally
confirmed.
The shareholders may request in the advance voting form that a resolution on one or several
of the matters on the proposed agenda below should be deferred to a so-called continued
general meeting, which cannot be conducted solely by way of advance voting. Such general
meeting shall take place if the Meeting so resolves or if shareholders with at least one tenth
of all shares in the Company so requests.
PRECONDITIONS FOR PARTICIPATION
Shareholders that wish to participate in the Meeting through advance voting,
shall be registered in the share register maintained by Euroclear Sweden AB by Tuesday
22 March 2022;
and shall have notified the Company of their intention to participate at the Meeting no
later than on Tuesday 29 March 2022 by casting their advance vote in accordance with the
instructions under the heading “Advance voting” below so that the advance voting form is
received by the Company no later than that day.
Shareholders whose shares are registered in the name of a nominee/custodian must
temporarily register their shares in their own names to be entitled to participate in the
Meeting. Such registration must have been effected at Euroclear Sweden AB no later than on
Thursday 24 March 2022 and shareholders must, therefore, instruct their nominees well in
advance thereof.
ADVANCE VOTING
The shareholders may exercise their voting rights at the Meeting only by voting in advance,
so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary
exceptions to facilitate the execution of general meetings in companies and other
associations.
A special form shall be used for advance voting. The form is available on the Company’s
website, www.naxs.se. The advance voting form is considered as the notification of
participation to the Meeting.
The completed form must be submitted to NAXS no later than on Tuesday 29 March 2022.
The completed form shall be sent to NAXS AB (publ), Attn: Lennart Svantesson, Nybrogatan
8, SE-114 34 Stockholm, Sweden. A completed form may also be submitted electronically
and is to be sent to info@naxs.se. If the shareholder votes in advance by proxy, a power of
attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of
incorporation or a corresponding document shall be enclosed to the form. 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. Further instructions and conditions are included in the
form for advance voting.
Power of attorney forms for shareholders who wish to vote in advance by proxy are available
at the Company’s website, www.naxs.se.
RIGHT TO REQUEST INFORMATION
The board and the CEO shall, if any shareholder so requests and the board believes that it
can be done without material harm to the Company, provide information regarding
circumstances that may affect the assessment of an item on the agenda, circumstances that
may affect the assessment of the Company’s financial position and the Company’s relation to
other companies within the group. A request for such information shall be made in writing to
NAXS AB (publ), Attn: Lennart Svantesson, Nybrogatan 8, SE-114 34 Stockholm, Sweden,
or electronically to info@naxs.se, no later than on 20 March 2022. The information will be
made available at the Company’s office on Nybrogatan 8, Stockholm, Sweden and on the
Company’s website, www.naxs.se, on 25 March 2022 at the latest. The information will also
be sent, within the same period of time, to the shareholder who has requested it and stated
its address.
NUMBER OF SHARES AND VOTES
As of the date of this notice there are in total 11,152,585 shares and votes in the Company.
The Company does not hold any own shares as of the date of this notice.
PROPOSED AGENDA
ElectionofthechairmanoftheMeeting
Electionoftwopersonstoverifytheminutestogetherwiththechairmanofthe
Meeting
Preparationandapprovalofthevotinglist
Presentationandapprovaloftheagenda
DeterminationastowhethertheMeetinghasbeendulyconvened
Resolutionon: a. theadoptionoftheprofitandlossstatementandbalancesheet,aswellasthe
consolidated profit and loss statement and the consolidated balance sheet; b. appropriationoftheCompany’sresultaccordingtotheadoptedbalancesheet; and c. discharge of the members of the board and the CEO from liabilityDeterminationofthenumberofmembersoftheboard
Determinationoffeestobepaidtothemembersoftheboardandauditor
Electionofmembersoftheboard
Election of chairman of the board
Election of auditor
The nomination committee’s proposal regarding election of members of the nomination committee
Presentation of the board’s remuneration report for approval
The proposal from the board to authorise the board to acquire the Company’s own shares
Proposals of the nomination committee
Items 1,2 and 7-12: Election of chairman of the Meeting, election of two persons to
verify the minutes, determination of the number of members of the board,
determination of the fees to be paid to the members of the board and auditor,
election of members of the board and chairman of the board, election of auditor
and election of members of the nomination committee
The nomination committee of the Company proposes that the Meeting resolves in
accordance with the following;
Jesper Schönbeck, member of the Swedish Bar Association, or the person proposed
by the board if he has an impediment to attend, is proposed to chair the Meeting.Amaury de Poret and Thomas Åkerman, or if one or both have an impediment to
attend, the person or persons instead appointed by the board, is proposed to be
elected to verify the minutes of the Meeting together with the chairman. The task of
verifying the minutes of the Meeting also includes verifying the voting list and that
the advance votes received are correctly stated in the minutes of the Meeting.It is proposed that, for the period until the end of the next annual general meeting,
the board shall consist of five members without any deputy members of the board.Daniel Gold, Meg Eisner, Nikolai Jebsen, Børge Johansen and Synne Syrrist are
proposed for re-election as members of the board for the time until the end of the
next annual general meeting. It is also proposed that Daniel Gold is re-elected as
chairman of the board. For information regarding the proposed board members,
reference is made to the Company’s annual report.The registered auditing company Ernst & Young AB is proposed to be re-elected as
auditor for the period until the end of the next annual general meeting, which is in
accordance with the board of directors’ recommendation. Should the nomination
committee’s proposal for auditor be adopted, Ernst & Young AB has announced that
authorised public accountant Jesper Nilsson will be appointed auditor in charge.For the period until the end of the next annual general meeting, it is proposed that
the members of the board shall be paid a total amount of SEK 918,750 with the three
independent directors, Synne Syrrist, Nikolai Jebsen and Børge Johansen, receiving a
fee of SEK 306,250 each, and the two directors associated with QVT, Daniel Gold and
Meg Eisner, foregoing any fee. This allocation of remuneration shall be applied
retroactively since the election of the current board from 1 July 2021, meaning that
Daniel Gold and Meg Eisner have agreed to not receive remuneration for their work
on the board for the coming year and also that this shall be applied retroactively from
when the current board was elected. It is proposed that auditor fees shall be paid in
accordance with an approved invoice.
- Meg Eisner (representing QVT Financial LP), Didrik Hamilton (representing himself)
and Amaury de Poret (representing himself) are proposed as members of the
nomination committee. It is also proposed that Amaury de Poret is elected as
chairman of the nomination committee. Further, an updated instruction for the
nomination committee for the company is proposed:
The annual general meeting shall elect members of the nomination committee. A proposal
for members and the chairman of the nomination committee shall be put forward by the
current nomination committee. The nomination committee shall consist of three members.
One member of the nomination committee shall be a member of the board of directors of the
Company, however such member of the board of directors may not be chairman of the
nomination committee. In its proposal for new committee members, the nomination
committee shall take into account the shareholder base and the expressed willingness of the
largest shareholders in the Company to participate in the nomination committee. The
nomination committee’s mandate shall be for the period until a new nomination committee
has been elected at a subsequent annual general meeting. If a member leaves the
nomination committee for any reason, the remaining members of the committee shall
appoint a new member, taking into account the shareholder base and the willingness of
largest shareholders in the Company to participate in the nomination committee. However,
the committee shall not include more than one member linked to a single shareholder.
No fees shall be paid to the members of the nomination committee.
Proposals of the board
Item 6b: Appropriation of the Company’s results
The funds at the Meeting’s disposal consists of the result of the year, SEK -3,865,378, the
share premium reserve, SEK 577,705,947, and the Company’s accumulated results, SEK –
36,239,937, in total SEK 537,600,632.
The board proposes that the funds at the Meeting’s disposal shall be allocated as dividends
to the shareholders of SEK 3.50 per share and that the remaining unrestricted equity is
carried forward. Friday 1 April 2022 is proposed as record day for dividends.
Item 14: Proposal to authorise the board to acquire the Company’s own shares
The board proposes that the Meeting resolves to authorise the board to decide on the
acquisition of the Company’s own shares where, principally, the following shall apply;
AcquisitionofownsharesshalltakeplaceonNasdaqStockholm.
The authorisation may be utilised on one or several occasions, however not longer than
until the next annual general meeting.
Shares may be acquired to the extent that the Company’s holding of its own shares, on
any occasion, does not exceed ten (10) per cent of the Company’s total shares.
Acquisition of shares may only take place at a price within the price interval, on any
occasion, recorded on Nasdaq Stockholm, which refers to the interval between the
highest buying price and the lowest selling price.
The purpose of the proposed authorisation is to provide flexibility in relation to the
Company’s possibilities to return capital to its shareholders, to improve the capital efficiency
in the Company, and to prevent an excessively wide NAV/share price discount in relation to
the Company’s shares, which altogether is deemed to be susceptible to have a positive
impact on the Company’s share price and thereby contribute to an increased shareholder value.
A resolution in accordance with the board’s proposal shall only be valid where supported by
not less than two-thirds of both the votes cast and the shares represented at the Meeting.
The board of directors’ statement in accordance with Chapter 19 Section 22 of the Swedish
Companies Act will be held available together with the proposal and on the Company’s
website no later than three weeks prior to the Meeting.
The annual report and the auditor’s report, the remuneration report, the complete proposal
from the board and the auditor’s and the board of directors’ statements according to the
Swedish Companies Act will be held available at the Company’s office on Nybrogatan 8,
Stockholm, Sweden, as well as on the Company’s website, www.naxs.se no later than three
weeks before the meeting. Further, the nomination committee’s complete proposals and
motivated statement will be available on the address stated above as well as on the website
at least four weeks before the Meeting. Copies of the documents will be sent to the
shareholders who so request and who inform the Company of their postal address.
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Contact information:
Lennart Svantesson, CEO
Telephone: +46 73 311 00 11