NOTICE OF THE ANNUAL GENERAL MEETING OF LATVIAN FOREST COMPANY AB (PUBL)
Notice of the Annual General Meeting of Latvian Forest Company AB (publ).
Shareholders of Latvian Forest Company AB (publ), org. No. 556789-0495, (the “Company”) is hereby invited to the Annual General Meeting on Thursday, June 27, 2019, at 10:00 a.m. in Galjaden Fastigheter’s premises on Linnégatan 18 in Stockholm.
RIGHT TO PARTICIPATE ETC.
In order to participate at the Annual General Meeting, shareholders must be included in the share register kept by Euroclear Sweden AB no later than Thursday, June 20, 2019 and must notify the Company no later than June 21, 2019. Registration may be made in writing to the Company at the address: Latvian Forest Company AB, Ringvägen 22, 182 46 Enebyberg, by phone +37129203972 or by e-mail: [email protected]. The notification shall include the name and personal or corporate identity number, address and telephone number and indication of shareholdings. Proxy forms for shareholders who wish to participate at the Annual General Meeting by proxy will be available on the Company’s website: latvianforest.lv. If shareholders intend to be represented by representatives, power of attorney and other documents of jurisdiction should accompany the notification. Power of attorney must not be older than five years. A nominee shareholder must temporarily register the shares with Euroclear Sweden AB in their own name in order to have the right to participate at the Annual General Meeting. Such registration must be carried out at Euroclear Sweden AB latest June 20, 2019 and should therefore be requested from the administrator well in advance of that date.
DRAFT AGENDA
- Opening of the Meeting and election of Chairman at the Meeting.
- Establishment and approval of electoral roll.
- Approval of the Board’s proposal for agenda.
- Examination of whether the meeting has been duly convened.
- Selection of one or two members to check the minutes.
- Presentation of the annual report and audit report.
- Statement by the Managing Director.
- Decisions:
- Fixing of Profit and loss statement and balance sheet.
- Dispositions regarding the Company’s profit or loss according to the established balance sheet.
- Discharge for Board members and Managing Director.
- Determination of fees for the Board of Directors and members of the Board.
- Determination of the number of Board members.
- Election of the Board of Directors and auditor.
- Proposal for a decision authorizing the Board of Directors to decide on new issue of shares, as well as issue of warrants and/or convertibles.
- Other case, which is due to the Meeting under the Swedish Companies Act (2005:551) or the articles of association
- Closing of the meeting.
Draft decision:
Item 8 (b) Decision on dispositions regarding the Company’s profits or loss according to the established balance sheet.
The Board of Directors proposes that the Annual General Meeting decides that dividends to shareholders should be paid out by EUR 0.54 per share. The dividend will be paid in Swedish kronor and currently corresponds to approximately SEK 5,81 per share. The record date for obtaining a dividend should be Monday, July 1, 2019. The last day for trading the company’s shares including the right to dividend is Thursday, June 27, 2019. The proposed dividend totals EUR 11,075,973. The Board of Directors also proposes that the remaining free equity be balanced into a new account.
Item 9 Proposal for a decision authorizing the Board of Directors to decide on new issue of shares, as well as issue of warrants and/or convertibles
The Annual General Meeting is proposed to decide to authorize the Board of Directors to decide on the new issue of shares, convertible bonds and/or warrants on market terms in the meantime to the next Annual General Meeting. The Board of Directors shall be able to decide on a rights issue with or without deviation from the shareholders’ preferential rights. Payment shall be possible in cash, by set off, capital contributed in kind or otherwise subject to Chapter 2 (Paragraph 5) Section 1 to 3 and 5 of the Swedish Companies Act. The total number of newly issued shares and the number of shares likely to be added by the exchange of convertible bonds or new subscription of shares on the basis of warrants shall be equal to not more than the number within the highest number of shares under the Articles of Association.
Information and number of shares and votes
Shareholders are informed of their right, pursuant to Chapter 7, Section 32 of the Companies Act, to request information at the Annual General Meeting regarding circumstances that may affect the assessment of a matter on the draft agenda and the Company’s financial situation. Accounting documents and audit report will be available on the Company’s website no later than three weeks before the Meeting. These documents will also be sent to shareholders who so request and provide their mailing address.
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Stockholm May, 2019
Latvian Forest Company AB (publ)
Board