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2021-04-09

Notice to attend the Annual General Meeting of SyntheticMR AB (publ)

The shareholders of SyntheticMR AB (publ) corporate id. No. 556723-8877 are hereby called to attend the Annual General Meeting (AGM) on Tuesday, May 11, 2021, at 18.00 at the company's premises, Storgatan 11, Linköping.

 

Participation

Shareholders who wish to attend the AGM must:

  • be registered as a shareholder in share register maintained by Euroclear Sweden AB on Monday, May 3, 2021, and

  • notify its intention to attend the Annual General Meeting to SyntheticMR at the latest Wednesday, May 5, 2021 at 16.00

- By e-mail to info@syntheticmr.se(please state "Registration AGM SyntheticMR AB"),

- By mail to SyntheticMR AB, Storgatan 11, 582 23 Linköping (mark the envelope "Registration AGM SyntheticMR AB"), or

- By phone 070-619 21 00.

When registering, shareholders must state their name, civil registration number / corporate identity number, address, telephone number (daytime), the number of shares represented and any possible proxies and assistants to participate.

 

Proxy, power of attorney, etc.

In the light of the authorities' prescriptions, we recommend that all shareholders carefully consider the possibility of using the option of proxy and voting instructions to a special representative instead of physically attending the meeting. We encourage shareholders to coordinate the representatives and contact SyntheticMR on the same telephone number as at the notification.

Written proxy form, certificate of registration and other equivalent legitimacy documents should be sent in original to the company in good time before the AGM.

Proxy form is available for download at www.syntheticmr.com. When ordering a power of attorney form, the same address and telephone number as the registration apply. The shareholders cannot vote or otherwise participate in the AGM remotely.

Due to current circumstances, CEO Ulrik Harrysson will not attend in person, but will participate via link.

 

Nominee-registered shares

Shareholders who have their shares registered with a nominee must, in order to have the right to participate in the AGM, request to be temporarily included in the share register at Euroclear Sweden AB in their own name. Such registration, so-called voting registration, must be completed no later than Monday, May 3, which means that shareholders must inform the nominee well in advance of this date.

 

Proposed agenda

1.                        Opening of the AGM.

2.                        Election of Chairman of the Meeting.

3.                        Preparation and approval of voting list.

4.                        Election of one or two persons to verify minutes.

5.                        Approval of agenda.

6.                        Determination of whether the meeting has been duly convened.

7.                        Presentation of the Annual Report and Audit Report for 2020.

8.                        Statement by the Managing Director.

9.                        Resolution on

                            a) adoption of the income statement and the balance sheet for 2020.

                            b) allocations of the company's profit according to the adopted balance sheet for 2020.

                            c) discharge from liability for the members of the Board of Directors and the CEO for 2020.

10.                     Determination of the number of board members and deputies.

11.                     Determination of the remuneration to be paid to the board and the auditor.

12.                     Election of Board members and deputies.

13.                     Election of auditor.

14.                     Decision on nomination committee.

15.                     Decision on updated Article of Association.

16.                     Decision on share split.

17.                     Conclusion of the Annual General Meeting.

 

Proposal from the Nomination Committee

The Nomination Committee has included Fredrik Persson (Nortal Investments AB, Chairman of the Nomination Committee), Marcel Warntjes (Marcel Warntjes) and Joachim Spetz (Swedbank Robur).

 

Motions

Item 2             Election of Chairman of the Meeting.

It is proposed that the Chairman of the Board, Johan Sedihn, to be appointed Chairman of the Meeting.

Item 10           Decision on determining the number of board members and deputies.

It is proposed that the Board shall consist of four Board members and no deputies for the period until the end of the next Annual General Meeting.

Item 11            Decision on determination of Board fees and auditor fees

It is proposed that fees to the Board shall remain unchanged and be paid in total SEK 675,000, of which SEK 375,000 to the Chairman of the Board and SEK 150,000 to other Board members who are not employees or consultants in the company.

Remuneration to the company's auditor is proposed to be paid in accordance with the current approved account.

Item 12            Election of Board Members

It is proposed that the Board shall consist of four ordinary members and no deputies. Re-election is proposed to be made of the Board members Petra Apell, Staffan Persson, Johan Sedihn, and Jan Bertus Marten Warntjes. Johan Sedihn is elected Chairman of the Board.              

Item 13           Election of auditor

Proposal for the re-election of the registered accounting firm BDO Mälardalen AB as auditor until the end of the next Annual General Meeting. BDO Mälardalen AB has announced that it intends that Jörgen Lövgren will continue to be the main auditor for SyntheticMR AB.

Item 14           Decision on Nomination Committee

It is proposed that the Annual General Meeting instruct the Chairman of the Board to contact the three largest shareholders (hereby both registered shareholders and nominee-registered shareholders) in accordance with Euroclear Sweden AB's printout of the share register as of September 30, 2021. Each such shareholder or group of shareholders shall have the opportunity to appoint a representative to be member of the nomination committee for the period until the new nomination committee has been appointed according to the mandate from the next annual general meeting. In addition, the members of the Nomination Committee shall have the right to deputize the Chairman of the Board to the Nomination Committee, if deemed desirable.

In the event that one of the three largest shareholders do not wish to appoint such a representative, the fourth largest shareholder shall be asked and so on until the Nomination Committee consists of three members (Deputy Chairman of the Board not included). However, if several shareholders waive their right to appoint a member to the Nomination Committee, no more than the ten largest shareholders need to be asked.

The majority of the members of the nomination committee must be independent in relation to the company and the company management. At least one of the Nomination Committee's members must be independent in relation to the largest shareholder in the company in terms of voting rights. The CEO or other person from the company management should not be a member of the nomination committee. Board members may be included in the Nomination Committee but shall not constitute a majority of its members. If more than one board member is a member of the nomination committee, at most one of them may be dependent on the company's larger shareholders, which represents more than ten percent of the total number of shares.

The Nomination Committee appoints the chairman of the group. The member representing the largest owner shall be appointed chairman unless the members of the nomination committee agree otherwise.

The composition of the nomination committee must be announced no later than six months before the 2022 AGM on the company's website. If a member leaves the Nomination Committee before its work is completed and if the Nomination Committee considers that there is a need to replace this member, the Nomination Committee shall appoint a new member according to the principles above, but based on Euroclear Sweden AB's printing of the share book as soon as possible after the member has left his position. Changes in the composition of the Nomination Committee shall be announced immediately. No fees shall be paid to the members for their work in the Nomination Committee. If necessary, the company should be able to bear reasonable costs for the work of the nomination committee.

The Nomination Committee shall submit proposals to the Chairman and other members of the Board as well as fees and other remuneration for Board assignments to each of the Board members. The Nomination Committee shall also submit proposals for the election and remuneration of the auditor, the Chairman of the Annual General Meeting and principles for the appointment of the Nomination Committee for the next Annual General Meeting.

 

Proposal for resolutions from the Board of Directors

Item 9 b          Decision on disposals of the company's profit according to the established balance sheet for 2020

The Board of Directors proposes to the AGM that no dividend will be paid due to the 2020 result. The capitalized funds of SEK 29,791,992 including the share premium reserve and retained earnings, are transferred in new accounts.

Item 15           Decision on updated Article of Association

The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association in accordance with the following:

Current Proposed wording
wording
5 § 5 §

Number of Number of shares shall be the lowest 30,000,000 pcs and the
shares shall highest 120,000,000 pcs.
be the
lowest  10 §
 3,000,000
pcs and the Shareholders who wish to participate in the negotiations at the
highest Annual General Meeting must make a notification to the company
12,000,000 no later than the date specified in the notice convening the
pcs. meeting. The latter day may not be Sunday, another public
10 § holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's
Eve and may not fall earlier than the fifth weekday before the
In order to meeting.
participate
in the
Annual
General
Meeting,
shareholders
must be
included in
a printout
or other
presentation
of the
entire share
register
regarding
the
conditions
five working
days before
the meeting,
and register
with the
company no
later than
16.00 on the
day
specified in
the notice
convening
the meeting.
This day may
not be
Sunday,
another
public
holiday,
Saturday,
Midsummer's
Eve,
Christmas
Eve or New
Year's Eve
and may not
fall earlier
than the
fifth
weekday
before the
meeting.
 

                    A resolution according to this item presupposes for its validity that it is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.

                    The resolution shall be conditional on the Annual General Meeting voting in favor of the Board's proposal for a resolution on share split (item 16).

Item 16            Decision on share split

                       The Board of Directors proposes that the Annual General Meeting resolves on a division of the company's shares, so-cal...

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