NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF LATVIAN FOREST COMPANY AB (PUBL)

Written by

The shareholders of Latvian Forest Company AB (publ), org.nr. 556789-0495, (the “Company“), is hereby summoned to the Annual General Meeting on June 30, 2021. Considering COVID-19, the meeting is conducted only by advance voting based on temporary legal rules. Any meeting with the possibility to attend in person or through a representative will not take place. Information about the resolutions adopted by the General Meeting will be published on June 30, 2021, as soon as the outcome of the postal vote is finally compiled.

A speech by CEO Aleksandrs Tralmaks commenting on the Company’s operations will be available on the Company’s website www.latvianforest.se as of June 30, 2021.

RIGHT TO PARTICIPATE

Shareholders who wish to participate in the Annual General Meeting by postal vote shall be entered in the share register maintained by Euroclear Sweden AB as of Monday, June 21, 2021, and no later than Tuesday, June 29, 2021, register by casting their postal vote in accordance with instructions under the heading “Postal voting” below, so that the postal vote is delivered to the Company no later than that date. Please note that registration to the Annual General Meeting can only be made by postal vote.

For shareholders whose shares are registered in the nominee, the following applies in order to be entitled to participate in the meeting. In addition to registering by casting their postal vote, such shareholder 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 Monday, June 21, 2021. Voting rights registration requested by shareholders in such a time that the registration has been made by the nominee no later than Wednesday June 23, 2021, will be considered in the production of the share register.

Postal voting

The Board of Directors has decided that shareholders shall be able to exercise their voting rights only by postal voting pursuant to Sections 20 and 22 of the Act (2020:198) on temporary exemptions to facilitate the conduct of general meetings. A special form shall be used for postal voting. The postal voting form is available on the Company’s website www.latvianforest.se. Completed and signed postal voting forms can be sent by mail to Latvian Forest Company AB, Ringvägen 22, 182 46 Enebyberg or by e-mail to [email protected]. Completed form must be submitted to the Company no later than June 29, 2021. The shareholder may not provide the postal vote with special instructions or conditions. If this happens, the entire postal vote is invalid.

Power of attorney

If shareholders vote by proxy, a written and dated power of attorney signed by the shareholder shall be attached to the postal voting form. A proxy form is available on the Company’s website www. latvianforest.se and sent on request to shareholders who state their postal address. If the shareholder is a legal entity, the registration certificate or other authorization document must be attached to the form.

FÖRSLAG TILL DAGORDNING

DRAFT AGENDA

1. Opening of the meeting and election of chairman of the meeting.

2. Establishment and approval of the electoral roll.

3. Approval of the agenda.

4. Election of one or two adjusters.

5. Examination of whether the meeting has been duly convened.

6. Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated audit report.

7. Decision

a) determining the income statement, balance sheet, the consolidated income statement and consolidated balance sheet.

b) appropriation of the Company’s profit or loss in accordance with the adopted balance sheet.

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

8. Determination of fees to the Board of Directors and the auditor.

9. Election of the Board of Directors and auditor.

10. Proposal for a resolution amending the Articles of Association.

11. Proposal for resolution on issue authorization for the Board of Directors.

12. Closing of the meeting.

Draft decision:

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 2021, or – in the event of his impediment – the one that the Board of Directors instead designates.

Establishment and approval of electoral roll (item 2)

The voting list proposed to be approved is the electoral roll prepared by the Company, based on the shareholders’ register of general meetings and advance votes received, and verified by the adjusters.

Choice of adjusters (item 4)

To adjusters are proposed Anders Nilsson and Aleksandrs Tralmaks, or – in case of impediment to either of them or both – the one or those that the Board of Directors instead designates. The duties of the adjusters also include checking the electoral roll and that the votes received are correctly stated in the minutes of the meeting.

Resolution on appropriation of the Company’s profit or loss in accordance with the adopted balance sheet (item
7
b)

The Board of Directors proposes that no dividend be paid for the financial year 2020.

Proposals regarding the Board of Directors, auditor, and fees (items 8 and 9)

The company’s major shareholders have proposed the following.

  • The number of board members shall be unchanged at four without deputies.
  • Remuneration to the Board of Directors shall be unchanged with a total of SEK 200,000 to be distributed among the members as follows: SEK 80,000 to the Chairman and SEK 60,000 to each of the other members elected by the General Meeting, who are not employed by the Company. Fees to the auditor shall be paid in accordance with approved invoices.
  • Re-election of Martin Hansson, Anders Nilsson, Andreas Norman and Aleksandrs Tralmaks as ordinary board members.
  • Re-election of Martin Hansson as Chairman of the Board.
  • Re-election of the accounting firm Baker Tilly Stint AB as auditor for a term of one year, thus until the end of the Annual General Meeting 2022, with the audit firm informing that authorized public accountant Mikael Nilsson is intended to continue as auditor in charge.

Proposal for a resolution amending the Articles of Association (item 10)

To enable issues under the authorization proposed pursuant to item 11 below, the Board of Directors proposes that the Annual General Meeting resolves to change the limits of the share capital and the number of shares in the Articles of Association in accordance with the following.

Current wording

Proposed wording

§ 4. Share capital

§ 4. Share capital

The share capital shall be not less than EUR 1,260,033.75 and not more than EUR 5,040,135.00.

The share capital shall be not less than EUR 1,680,045.00 and not more than EUR 6,720,180.00.

§ 6. Number of shares

§ 6. Number of shares

The number of shares shall be not less than 11,250,000 and not more than 45,000,000.

The number of shares shall be not less than 15.000.000 and not more than 60,000,000.

Furthermore, the Board of Directors proposes that the CEO, or the one that the CEO appoints, shall have the right to make any adjustments to the resolution required for registration with the Swedish Companies Registration Office.

For its validity, the resolution requires that it be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Proposal for a 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, in kind or otherwise with conditions in accordance with the Swedish Companies Act. The total number of newly issued shares and the number of shares that may be added through the exchange of convertibles or subscription of shares with the support of warrants may in total amount to a maximum of 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 strengthen the Company’s own funds and solidity or provide resources for continued expansion of the business through further acquisitions. Furthermore, the Board of Directors proposes that the CEO, or the one that the CEO appoints, shall have the right to make any adjustments to the resolution required for registration with the Swedish Companies Registration Office.

For its validity, the resolution requires that it be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Information and provision of documents

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda or the Company’s or subsidiaries’ financial situation or that relates to the Company’s relationship with other group companies. Requests for such information must be submitted in writing to the Company no later than ten days before the Annual General Meeting, i.e., no later than June 20, 2021, to Latvian Forest Company AB, Ringvägen 22, SE-182 46 Enebyberg or by e-mail to [email protected]. The information will be available on the Company’s website www. latvianforest.se and at the Company at Latvian Forest Company AB, Ringvägen 22, 182 46 Enebyberg no later than June 25, 2021. The information is also sent to the shareholder who requested it and provided his or her address.

Accounting documents and auditor’s report will be available at the Company and on the Company’s website no later than Wednesday, June 9, 2021, and so will the Board of Directors’ complete proposal for resolution on issue authorization and amendment of the Articles of Association as of Wednesday, June 16, 2021. The documents are presented by making them available at the Company and on the Company’s website. Copies of the documents will also be sent to shareholders who so request and state their postal address. The shareholders’ register will be provided at the Company at the address Latvian Forest Company AB, Ringvägen 22, SE-182 46 Enebyberg.

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, Sweden, May 2021

Latvian Forest Company AB (publ)