The Board of Alimak Group AB has resolved to convene an Extraordinary General Meeting to be held on Friday, September 2, 2022. More detailed information about the contents of the proposals may be obtained from the complete notice to the Extraordinary General Meeting below.
The notice will be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company's website within the next few days.
NOTICE OF EXTRAORDINARY GENERAL MEETING IN ALIMAK GROUP AB (PUBL)
The Extraordinary General Meeting of Alimak Group AB (publ) will be held on Friday, September 2, 2022.
Pursuant to temporary legislation, the Board of Directors has decided that the Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the Meeting shall be able to exercise their voting rights only by voting in advance, so-called postal voting. Information on the resolutions passed at the Meeting will be published on Friday, September 2, 2022, as soon as the result of the advance voting has been finally confirmed.
RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY
Shareholders wishing to participate in the Meeting through postal voting must:
(i) be registered as shareholders in the share register kept by Euroclear Sweden AB as of Thursday, August 25, 2022, and
(ii) give notice of their participation by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Euroclear Sweden AB no later than on Thursday, September 1, 2022.
NOMINEE REGISTERED SHARES
Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own names in the register of shareholders kept by Euroclear Sweden AB in order to participate in the Meeting. Such re-registration, so called voting right registration, must be completed no later than on Monday, August 29, 2022, which means that shareholders well in advance prior to this date must instruct the nominee to carry out such action.
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 (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form is available on the Company's website, www.alimakgroup.com. The postal voting form constitutes notification of participation in the Meeting.
The completed form, with any appendices, must be received by the Company no later than on Thursday, September 1, 2022. The form may be submitted via e-mail to GeneralMeetingService@euroclear.comor by post to Alimak Group AB (publ), "EGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. Shareholders may also cast their postal votes electronically through BankID verification via Euroclear Sweden AB's website, https://anmalan.vpc.se/euroclearproxy. The shareholder may not make his or her vote conditional or provide other instructions to the Company on the form. If so, then his or her postal vote will be nullified.
In the postal voting form, shareholders may request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company request it.
If the shareholder votes in advance by proxy, a signed and dated proxy shall be enclosed to the postal voting form. Proxy forms in Swedish and English are available on the Company's website, www.alimakgroup.com. Proxy forms may also be obtained from the Company or be ordered from Euroclear Sweden AB by telephone using the phone number below. If the proxy is issued by a legal entity, a verified copy of the registration certificate or equivalent authorization document for the legal entity must be appended to the postal voting form. The proxy and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the proxy (although no longer than five years from the date of issue).Further instructions and conditions are included in the advance voting form.
For general questions about the Meeting or to have the advance voting form and/or a proxy form sent by post, please contact Euroclear Sweden AB by phone +46 8 402 91 33 (Monday-Friday, 09.00-16.00 CEST).
1. Opening of the Meeting
2. Election of Chair of the Meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Examination of whether the Meeting has been duly convened
7. Resolution on amendment of the articles of association
8. Resolution on authorisation to the Board of Directors to resolve on new issues of shares
9. Closing of the Meeting
Election of Chair of the Meeting (item 2)
The Nomination Committee proposes Victoria Skoglund, attorney at law, or in case of impediment, the person the Nomination Committee appoints instead, as the Chair of the Meeting.
Preparation and approval of voting list (item 3)
The voting list proposed for approval under item 3 on the agenda, is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Meeting's share register and postal votes received, as verified and recommended by the persons approving the minutes of the Meeting.
Election of persons to approve the minutes (item 5)
Johan Menckel and Øystein Dalby, or if one or both of them are prevented, the person or persons instead appointed by the Nomination Committee, are proposed to be elected to approve the minutes of the Meeting together with the Chair. The task of approving the minutes of the Meeting also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the Meeting.
Resolution on amendment of the articles of association (item 7)
The Board of Directors proposes that the Meeting resolve on amendment of the articles of association according to the following.
§ 4 of the articles of association is proposed to be amended as follows:
Current wording: "The Company's share capital shall amount to not less than SEK 660,000 and not more than SEK 2,640,000."
Proposed new wording: "The Company's share capital shall amount to not less than SEK 1,000,000 and not more than SEK 4,000,000."
§ 5 of the articles of association is proposed to be amended as follows:
Current wording: "The number of shares in the Company shall be not less than 33,000,000 and not more than 132,000,000."
Proposed new wording: "The number of shares in the Company shall be not less than 50,000,000 and not more than 200,000,000."
The Board of Directors, or the person(s) appointed by the Board of Directors, shall have the right to decide on minor changes to the Meeting's decision that may be required in connection with registration of the resolutions with the Swedish Companies Registration Office or due to other formal requirements.
For resolutions according to the Board of Directors proposal, it is required that the meeting's decision be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Resolution on authorisation to the Board of Directors to resolve on new issues of shares (item 8)
The Board of Directors proposes that the Meeting resolve on an authorisation to the Board of Directors to resolve on new issues of shares according to the following.
The Board of Directors is authorised to, on one or more occasions before the next Annual General Meeting, resolve to issue new shares. An issue of new shares can only be decided with regard to shareholders' pre-emption rights. Following this authorisation, the Board of Directors may resolve to issue a total maximum number of shares equivalent to issue proceeds of a maximum of SEK 2,500,000,000. The authorisation includes the right to resolve that shares will be issued against cash payment.
The reason for the proposal is to enable and create flexibility to optimize the Company's capital structure and strategic initiatives.
The Board of Directors, or the person(s) appointed by the Board of Directors, shall have the right to decide on minor changes to the Meeting's decision that may be required in connection with registration of the resolution with the Swedish Companies Registration Office, or due to other formal requirements.
Complete documents in accordance with the Swedish Companies Act (2005:551) will be available on the Company's website, www.alimakgroup.com, and at the Company at Blekholmstorget 30 in Stockholm no later than on Friday, August 12, 2022. Additionally, the share register of the Meeting will be available at the Company at Blekholmstorget 30 in Stockholm as of Tuesday, August 30, 2022. All documents are presented by being available in this way. All documents will be sent immediately without charge to any shareholders upon request and notification of postal address.
NUMBER OF SHARES AND VOTING RIGHTS
The total number of shares in the Company as of the date of this notice is 54,157,861 shares, representing a total of 54,157,861 voting rights. As of the day per this notice the Company owns 742,611 of its own shares.
INFORMATION AT THE MEETING
Shareholders have the right to request information regarding matters on the agenda in accordance with Chapter 7 Sections 32 and 57 of the Swedish Companies Act. Requests for such information must be submitted in writing to Alimak Group AB (publ). Shareholders who wish to submit questions in advance may do so by way of mail to Cristine Conte at the address Alimak Group AB, Blekholmstorget 30, 111 64 Stockholm, or by e-mail to email@example.com,no later than Tuesday, August 23, 2022. The information is submitted by keeping it available at the Company at Blekholmstorget 30 in Stockholm, and on the Company's website, www.alimakgroup.com, no later than Sunday, August 28, 2022. The information is also sent within the same time to the shareholder who has requested it and provided an address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
Stockholm in August 2022
Alimak Group AB (publ)
The Board of Directors
Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
For more information, please contact:
Thomas Hendel, Chief Financial Officer, firstname.lastname@example.org
About Alimak Group
Alimak Group is a world-leading provider of vertical access solutions for professional use, listed on Nasdaq OMX Stockholm. Alimak Group's products and solutions are sold under the brands Alimak, CoxGomyl, Manntech, Avanti and Alimak Service. The Group has an installed base of around 70,000 elevators, hoists, platforms, service lifts and building maintenance units around the world. Founded in Sweden 1948, the Group has its headquarters in Stockholm, 10 production and assembly facilities in 8 countries and 2,100 employees around the world. With presence in more than 100 countries, the Group develops, manufactures, sells and services vertical access solutions with focus on adding customer value through greater safety, higher productivity and improved cost efficiency. www.alimakgroup.com