NAXS Notice of extraordinary general meeting
Due to the extraordinary situation resulting from the covid-19 pandemic, NAXS’
extraordinary general meeting will be carried out through advance voting (postal voting)
pursuant to temporary legislation. 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
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 1 July 2021 as soon as the result of the advance voting has been finally
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 June 2021;
and shall have notified the Company of their intention to participate at the Meeting no
later than on Wednesday 30 June 2021 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 June 2021 and shareholders must, therefore, instruct their nominees well in
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
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 Wednesday 30 June 2021.
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 firstname.lastname@example.org. 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 email@example.com, no later than on Monday 21 June 2021. 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 Saturday 26 June 2021 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.
Resolution on discharge of the members of the board from liability
Proposals of the board
Items 1, 2 and 6: Election of chairman of the Meeting, election of two persons to
verify the minutes, resolution on discharge of liability
The board of directors propose 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, are 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.
Tony Gardner-Hillman, Andrew Wignall, Damhnait Ni Chinneide and John Chapman
are proposed to be discharged from liability for the period from the date of the annual
general meeting on 11 March 2021 until the end of the extraordinary general meeting
on 1 July 2021.
Proposals of majority shareholder
Items 7 – 9: Determination of the number of members of the board, determination
of the fees to be paid to the members of the board, election of members of the
board and chairman of the board.
The majority shareholder in the company Tomkins Square Park S.à.r.l (the “Majority
Shareholder”) propose that the Meeting resolves in accordance with the following;
It is proposed that, for the period until the end of the next annual general meeting,
the number of ordinary members of the board of directors shall be increased from
four (4) to five (5) and that there shall be no deputy members.
For the period until the end of the next annual general meeting, it is proposed that
the level of remuneration per director (including the Chairman) remain the same as
the level of remuneration resolved by the annual general meeting 2021. Therefore,
should the shareholders of the Company resolve at the extraordinary general meeting
to increase the size of the board of directors from four to five members as proposed
above, the total pool of director compensation would increase from SEK 753,750 to
The Majority Shareholder proposes that the extraordinary general meeting shall
replace all current board members and elect Daniel Gold, Meg Eisner, Synne Syrrist,
Nikolai Jebsen and Børge Johansen as new ordinary members of the board of
directors, with Daniel Gold as chairman of the board of directors for the period until
the end of the next annual general meeting of the company.
Information about the proposed new directors
Mr. Gold (born 1968) has built and managed QVT Financial LP (“QVT”) since its inception,
starting with a proprietary trading group at Deutsche Bank A.G. He is QVT’s Chief Executive
Officer and Chief Investment Officer and a Managing Member of the general partner of QVT.
Mr. Gold previously served as a Managing Director of DB Advisors L.L.C. He founded the QVT
Group at Deutsche Bank shortly after joining Deutsche Bank in 1992, having previously
worked as a proprietary trader at Daiwa Securities America and at Bear, Stearns & Co. Mr.
Gold earned an A.B. in Physics from Harvard College. Mr. Gold does not directly hold any
shares in the Company, although he has an indirect economic interest in the shares held by
the Majority Shareholder. Mr. Gold is an American citizen and resident.
Ms. Eisner (born 1986) is a partner at QVT and acts as its Chief Compliance Officer. Prior to
joining QVT in 2007, Ms. Eisner earned an A.B. in International Political Economy, summa
cum laude, from Fordham University. Ms. Eisner does not directly hold any shares in the
Company, although she has an indirect economic interest in the shares held by the Majority
Shareholder. Ms. Eisner has been Chairman of the Company’s Nomination Committee, acting
as the representative of QVT and the Majority Shareholder, since 2019. Ms. Eisner is an
American citizen and resident.
Ms. Syrrist (born 1972) is an independent business consultant and has extensive experience
as a non-executive director of both private and public companies. Ms. Syrrist was previously
a partner and financial analyst at First Securities AS. She currently serves on the board of
several public companies, including Awilco LNG ASA, Awilco Drilling Ltd. and Aqualisbraemar
LOC ASA. She holds an MSc from the Norwegian University of Science and Technology and
qualified as an authorised financial analyst at the Norwegian School of Economics and
Business Administration. Ms. Syrrist does not hold any shares in the Company. Ms. Syrrist is
a Norwegian citizen and resident.
Mr. Jebsen (born 1984) is an independent consultant and investor. He was previously the
Chief Financial Officer of Aurora LPG, a publicly-traded provider of liquid petroleum gas
transportation services, from its inception until its acquisition in 2017. Mr. Jebsen has
extensive experience within the equity and debt capital markets from his time with Carnegie,
Pareto and SEB, as well as in producing official financial reporting. He holds a BSc in Finance
from BI Norwegian Business School. Mr. Jebsen does not hold any shares in the Company.
Mr. Jebsen holds dual Norwegian and American citizenship and is a Norwegian resident.
Mr. Johansen (born 1974) is an independent investor and a board member of Sector Alarm.
He was also the Chief Executive Officer of Aurora LPG. Prior to Aurora, Mr. Johansen held
research and investment management positions covering the maritime sector at Oslo Asset
Management AS and Carnegie Investment Bank. He also brings several years of experience
in M&A and corporate finance from engagements at Creo Advisors and Andersen Consulting.
He holds an MSc from the Norwegian University of Science and Technology. Mr. Johansen
does not hold any shares in the Company. Mr. Johansen is a Norwegian citizen and resident.
The major shareholder has informed the Company that Ms. Syrrist and Messrs. Jebsen and
Johansen are not representatives of QVT or the Majority Shareholder, do not receive any
form or remuneration or other benefits from QVT (nor is there any promise of such) and
there are no family connections between them and any of the principals of QVT or directors
of the Majority Shareholder. Each of Ms. Syrrist and Messrs. Jebsen and Johansen has sat,
does sit and/or may in the future from time to time sit on the boards of other companies in
which QVT’s managed funds have a significant shareholding.
It is the view of QVT that Ms. Syrrist and Messrs. Jebsen and Johansen are all independent
in relation to the Company and its management as well as independent in relation to the
Company’s major shareholders (including the Majority Shareholder and QVT).
The complete proposals 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. 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
Stockholm, May 2021
The board of NAXS AB (publ)
Lennart Svantesson, CEO
Telephone: +46 73 311 00 11
The information was submitted for publication, through the agency of the contact person set out
above, at 15.00 CET on May 21, 2021.
This press release and further information is available on the Company’s website: www.naxs.se
NAXS AB (publ)
Corp. Reg. No. 556712-2972
114 34 Stockholm, Sweden
Tel: +46 766 40 00 40, E-mail: firstname.lastname@example.org