NOTICE OF ANNUAL GENERAL MEETING OF LATVIAN FOREST COMPANY AB (PUBL)
The shareholders of Latvian Forest Company AB (publ), org.nr. 556789-0495, (the “Company”), are hereby summoned to the Annual General Meeting on Monday, June 26, 2023 at 10:00 a.m. in Galjaden Fastigheter’s premises at Linnegatan 18 in Stockholm.
RIGHT TO PARTICIPATE
Shareholders who wish to participate in the Annual General Meeting must be entered in the share register maintained by Euroclear Sweden AB as of Thursday, June 15, 2023, and notify the Company of their participation no later than Monday, June 19, 2023. Notification can be made in writing to the Company at the address: Latvian Forest Company AB, Ringvägen 22, 182 46 Enebyberg, Sweden, by phone +371 29203972 or by e-mail: [email protected]. The notification must contain name and personal or corporate identity number, address and telephone number, as well as information about shareholding.
Proxy forms for shareholders who wish to attend the Annual General Meeting by proxy will be available on the Company’s website www.latvianforest.se and will be sent by post to shareholders who contact the Company and provide their address. If shareholders intend to be represented by a proxy, a power of attorney and other authorization documents should be attached to the notification. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent authorization document for the legal entity must be attached. Power of attorney must not be older than five years.
For shareholders whose shares are registered in the name of a nominee, the following applies to be entitled to participate in the meeting. In addition to giving notice, such shareholders must contact their bank or nominee to temporarily register the shares in their own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date Thursday, June 15, 2023. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the nominee no later than Monday, June 19, 2023 will be taken into account in the preparation of the share register.
DRAFT AGENDA
- Opening of the meeting and election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the Annual Report and the Auditor’s Report as well as the consolidated financial statements and the Auditor’s Report on the consolidated accounts.
- Statement by the CEO.
- Decision:
- adopting the income statement, balance sheet, the consolidated income statement and consolidated balance sheet.
- appropriation of the Company’s result in accordance with the adopted balance sheet.
- discharge from liability for the members of the Board of Directors and the CEO.
- Determination of fees for the Board of Directors and the auditor.
- Election of the Board of Directors and auditor.
- Proposal regarding issue authorization for the Board of Directors.
- Closing of the meeting.
Proposals for resolutions:
Election of Chairman of the Meeting (item 1)
The Company’s major shareholders have proposed that the Chairman of the Board, Martin Hansson, be elected Chairman of the Annual General Meeting 2023, or – in his absence, the person instead appointed by the Board of Directors.
Resolution on appropriation of the Company’s result in accordance with the adopted balance sheet (item 8 b)
The Board of Directors proposes that no dividend be paid for the financial year 2022.
Proposals regarding the Board of Directors, auditor and fees (items 9 and 10)
The Company’s major shareholders have proposed the following.
- The number of Board members shall remain unchanged at four with no deputies.
- Fees to the Board of Directors shall remain unchanged at a total of SEK 200,000 to be distributed between the Board members as follows: SEK 80,000 to the Chairman of the Board and SEK 60,000 to each of the other Board members elected by the Annual General Meeting, who are not employees of the Company. Fees to the auditor shall be paid in accordance with approved invoices.
- Election of Martin Hansson, Anders Nilsson, Andreas Norman and Aleksandrs Tralmaks as ordinary members of the Board of Directors.
- Election of Martin Hansson as Chairman of the Board.
- The election of the auditing firm Baker Tilly Stint AB as auditor for a period of one year, thus until the end of the Annual General Meeting 2024, whereby the auditing firm has informed that the authorized public accountant Mikael Nilsson intends to continue as auditor in charge.
Proposal for resolution on issue authorization (item 11)
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders’ preferential rights, to resolve on the issue of shares, warrants and/or convertibles on market terms. Payment may be made in cash, by set-off, contribution of property in kind, or otherwise on terms in accordance with the Swedish Companies Act. The total number of newly issued shares and the number of shares that may be issued through an exchange of convertibles or subscription of new shares by exercise of warrants may not exceed the number that can be accommodated within the maximum number of shares according to the Articles of Association.
The purpose of the authorization is to be able to strengthen the Company’s capital base and equity ratio or to provide resources for a continued expansion of the business through further acquisitions.
Furthermore, the Board of Directors proposes that the CEO, or the CEO appointed, shall have the right to make any adjustments to the resolution that are required for registration with the Swedish Companies Registration Office.
In order for the resolution to be valid, it must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Information and provision of documents
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material damage to the Company, provide information at the Annual General Meeting regarding circumstances that may affect the assessment of an item on the agenda or the Company’s or its subsidiaries’ financial situation or that relate to the Company’s relation to other Group companies. Requests for such information may be made in advance to the Company at the address:
Latvian Forest Company AB, Ringvägen 22, SE-182 46 Enebyberg, Sweden, or by e-mail to [email protected].
The financial statements and the auditor’s report will be available at the Company and on the Company’s website no later than Monday, June 5, 2023, as well as the Board of Directors’ complete proposal for resolution on issue authorization from Monday, June 12, 2023. Copies of the documents will also be sent to shareholders who so request and provide their postal address and will be available at the meeting.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
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Stockholm, May 2023
Latvian Forest Company AB (publ)