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Notice of Annual General Meeting of SeaTwirl AB (publ)

The shareholders of SeaTwirl AB (publ), reg.no 556890-1135, are hereby convened to the Annual General Meeting to be held on Friday the 28th of February 2020, at 13.00 CET. The meeting will be held at the Carmen conference room, Lilla Bommen 4A in Gothenburg. Registration starts at 12.30 CET.

SeaTwirl S2 Windfarm sideview
SeaTwirl S2 Windfarm sideview

Please observe: This text is translated into English from the original Swedish text. In case of discrepancies, the Swedish version applies.

 

Right to participate and notice
Shareholders who wish to participate must be recorded in share register maintained by Euroclear Sweden AB on Saturday the 22nd of February 2020 (please note that since the recording day falls on a Saturday, shareholders must be recorded in the share register on Friday the 21st of February 2020 at the latest). The company also encourages shareholders to give notice of their participation via mail to the address SeaTwirl AB, “Annual General Meeting”, Erik Dahlbergsgatan 11A, 411 26 Göteborg, or via e-mail to info@seatwirl.com no later than Monday the 24th of February 17.00 CET. Notice of participation shall include full name, address, phone number, person or corporate registration number, shareholdings, information on any assistants (maximum of 2) and, if applicable, information on proxy. Shareholders whose shares are registered in the name of a nominee must temporarily have re-registered the shares in their own name at Euroclear Sweden AB. The shareholder should notify the trustee in good time so that the entry in the register was made no later than Friday the 21st of February 2020. Shareholders who wish to be represented by a proxy holder must submit a dated proxy form for the proxy. The validity of the proxy form may be a maximum of five years from the date of issue. A proxy form can be obtained through the company and is also available on the company’s website, www.seatwirl.com. The proxy form should be sent in original in good time before the annual general meeting to the company under the above address. The representative of a legal person must enclose a copy of the relevant registration certificate or the corresponding legal document for the legal person.

 

Proposed agenda

  • Opening of the meeting.
  • Election of Chairman of the meeting.
  • Preparation and approval of the voting list.
  • Election of one or more person approve the minutes.
  • Examination of whether the meeting has been duly convened.
  • Approval of the agenda.
  • Presentation of the annual report and audit report.
  • Decision on:
    1. approval of the income statement and balance sheet,
    2. allocation of the company’s profit or loss in accordance with the approved balance sheet,
    3. discharge from liability for the members of the Board of Directors and the CEO.
  • Determination of fees to the Board of Directors and auditors.
  • Election of:
    1. the Board of Directors and any deputy board members,
    2. the auditor and any deputy auditor.
  • Resolution to amend the Articles of Association.
  • Resolution on authorization for the Board to decide on the issue of shares, warrants and/or convertibles.
  • Closing of the meeting.

 

Proposals for resolutions

Decision on allocation of results (8 b)

The Board of Directors proposes that available earnings of SEK 6,298,140 should be balanced in the new account. The Board thus proposes that no dividend be paid.

 

Decision on fees to the Board of Directors and auditors (9)

A group of major shareholders proposes that fees to the Board of Directors be paid in total SEK 600,000 for the full year (gross cost of the company) to be distributed to the Chairman of the Board by SEK 300,000, to the Board’s Vice Chairman by SEK 150,000, and to the two other proposed Board members with SEK 75,000 each. The Board has the right to instruct individual board members to perform consulting services for the company. In special cases, board members elected by the AGM shall be able to be remunerated for services within their respective areas of expertise, which do not constitute board work. For these services, a market-based fee shall be paid, which shall be approved by the Board. It is proposed to the auditor that fees be paid in accordance with approved invoice.

 

Decision on election of the Board of Directors (10 a)

A group of major shareholders proposes that the number of board members elected by the AGM be four without deputies. For board members until the end of the next AGM, re-election of Pontus Ryd, Peter Laurits, Charlotte Bergqvist and Jens Tommerup is proposed.

 

Decision on election of auditor (10 b)

A group of major shareholders propose, in accordance with the Board’s recommendation, re-election of the current auditor, registered accounting firm Ernst & Young AB, until the end of the next AGM. Ernst & Young AB has announced that the authorized public accountant Andreas Mast will be the main auditor in the event that Ernst & Young AB is re-elected as auditor. Furthermore, it is proposed that no deputy auditor should be appointed.

 

Decision to amend the Articles of Association (p. 11)

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

 

In order to facilitate the holding of a General Meeting, the Board of Directors proposes that a provision on so-called pre-registration in the articles of association, which means that shareholders in order to attend the General Meeting must register with the company no later than the date stated in the notice of the meeting. The proposal thus entails introducing a new § 9 in the articles of association with the following wording:

 

“Shareholders who wish to participate in the negotiations at a General Meeting must be either included in printout or other presentation of the entire share register regarding the conditions five working days before the Meeting, and must notify their participation to the company no later than the date stated in the notice of the Meeting. The latter day must not be Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth working day before the Meeting. If the notice does not specify a deadline for the notification, the notification is not a requirement to the General Meeting.”

In addition to the above change, the Board of Directors proposes that the following editorial changes be made to the Articles of Association:

  • Due to the addition of a new § 9 (Right to attend the General Meeting), the numbering of the following § in the articles of association is adjusted.
  • The word “company” in § 1 (Company) is changed to the word “company name“.
  • The word “general meeting” in the heading of new § 10 (Opening of general meeting) is changed to the word “annual general meeting”.
  • The word “adjuster men” in new § 11 paragraph 3 is changed to the word “protocol adjuster“.
  • Ordet ”justeringsmän” i nya § 11 punkten 3 ändras till ordet ”protokolljusterare”.
  • In new § 11, paragraph 7 (a), the following supplement is made “and, if applicable, consolidated income statement and consolidated balance sheet“.
  • In new § 11, paragraph 9 (b), “auditors and any deputy auditor” is replaced by “auditor and any deputy auditor” in the light of the fact that in § 7 (Auditor) it is stated that the company must have only one auditor with or without a deputy auditor.
  • New § 13 (Reconciliation reservation) is amended because of a change in the name of the Act (1998: 1479) on the accounting of financial instruments, whereby the Act (1998: 1479) on central securities depositories and the accounting of financial instruments is introduced in new § 13.

For resolutions in accordance with this paragraph, support is required from shareholders representing at least 2/3 of both the votes cast and the shares represented at the meeting.

 

Resolution on authorization for the Board to decide on the issue of shares, warrants and/or convertibles (12)
The Board of Directors proposes that the Meeting authorizes the Board to, with or without deviation from the shareholders’ preferential rights and on one or more occasions during the period until the next Annual General Meeting, make decisions on the issue of shares, warrants and/or convertibles. Any issues that occur with deviation from the shareholders’ preferential right shall be made at market based subscription price, subject to a market based discount if applicable, and payment, in addition to cash payment, may be made by means of set-aside or through set-off, or otherwise with conditions. If the Board considers it appropriate to enable the delivery of shares in connection with an issue pursuant to the authorization, this can be done at a subscription price corresponding to the share’s quota value.

The number of shares, warrants and convertibles that can be issued must not be limited in any way other than as follows from the Articles of Association at the time applicable limits on the share capital and the number of shares.

The reason for any deviation from the shareholders’ preferential rights is that issues should be possible to broaden the ownership of the company, primarily to owners with expertise in offshore and wind power and with a strong financial position. The reason for any deviation from the shareholders’ preferential rights may also be that the Board, for time and cost reasons, judged that a directed share issue is more appropriate than a rights issue. The issue proceeds will be used to finance the company’s operations, commercialization and development of the company’s products and markets and/or acquisition of operations, companies or part of companies.

The Board of Directors, the CEO or the one appointed by Board shall be authorized to make such minor adjustments and clarifications of the Meeting’s resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office.

For resolutions in accordance with this paragraph, support is required from shareholders representing at least 2/3 of both the votes cast and the shares represented at the meeting.

 

Annual report and other documents

The annual report and the auditor’s report, together with the Board’s complete proposals for decisions and proxy form, will be available at the company’s office (Lilla Bommen 2 in Gothenburg) and on the company’s website (www.seatwirl.com) at least three weeks before the General Meeting and sent to the shareholders who request it and states their postal address.

 

Disclosures

Shareholders are informed of their right under the Companies Act to request information at the Annual General Meeting regarding conditions that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the company’s financial situation.

 

Number of shares and votes

As of the notice date, the total number of shares in the company amounts to 1,743,783. The total number of votes amounts to 1,743,783. The company does not hold any own shares.

 

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB’s website,

www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

 

 

____________________

Gothenburg in January 2020
SeaTwirl AB (publ)
THE BOARD OF DIRECTORS

 

 

For more information, please contact:

Gabriel Strängberg, CEO
Phone: +46 70 480 55 29
E-mail: gabriel.strangberg@seatwirl.com

Jens Tommerup, Chairman
Phone: +45 508 34 406
E-mail: jens.tommerup@seatwirl.com

 

29 January 2020

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Managing Director

peter.schou@seatwirl.com

Phone: +46 769 38 50 51