Information with respect to the coronavirus
The Company is mindful of the health and well-being of its shareholders and employees. It´s important for the Company to take a social responsibility and contribute to reduce the risk of transmission of the Covid-19. Due to the extraordinary situation the annual general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the annual general meeting.
Information on the decisions of the annual general meeting will be published as soon as the outcome of the postal voting is finally compiled on 17 September 2021.
Right to attend the general meeting
Shareholders who wish to participate through advance voting in the general meeting must:
- on the record date, which is Thursday 9 September 2021, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their intention to participate in the general meeting by casting their advance votes in accordance with the instructions under the heading ”Advance voting” below so that the advance voting form is received by the Company no later than on Thursday 16 September 2021.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Thursday 9 September 2021 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Monday 13 September 2021 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on 16 September 2021. A proxy form will be available on the Company’s website, www.tbd30.se, and will also be sent to shareholders who so request and inform the Company of their postal address.
Advance voting
In view of the recent developments of the spread of the corona virus (Covid-19), the Company has taken certain precautionary measures in relation to the annual general meeting. The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for advance voting. The form is available at www.tbd30.se. The advance voting form is valid as a notification to the annual general meeting.
In the advanced voting form, the shareholders may request that resolution in one or more of the matters raised in the proposed agenda be postponed to a so-called continued general meeting, which may not be held solely by advanced voting. Such a continued meeting for a decision in a specific matter shall take place if the meeting decides on it or if the owners of at least one tenth of all shares in the Company so requests.
The completed voting form must be received by the Company no later than on Thursday 16 September 2021. The completed form shall be sent to the address: tbd30 AB, Attn: Caesar Gezelius, Box 5712, 114 87 Stockholm. The completed form may alternatively be submitted electronically and is then to be sent to caesar.gezelius@tbd30.se. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
Draft agenda
- Opening of the meeting.
- Election of chairman of the meeting and appointment of the keeper of the minutes.
- Preparation and approval of the voting list.
- Election of one person to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Approval of the agenda
- Presentation of the annual report and the auditors’ report
- Resolution regarding:
- adoption of the income statement and balance sheet,
- the profit or loss of the company in accordance with the adopted balance sheet, and
- discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and auditors.
- Resolution regarding reduction of the share capital.
- Resolution regarding bonus issue.
- Closing of the meeting.
Proposed resolutions
Item 2: Election of chairman of the meeting and appointment of the keeper of the minutes.
The board of directors proposes that Carl Svernlöv, Attorney at law, at Baker & McKenzie Advokatbyrå is appointed as chairman of the general meeting and keeper of the minutes or, in his absence, the person appointed by him.
Item 3: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the Company’s share register received by Euroclear Sweden AB and the advance votes received, and as verified by the person elected to approve the minutes.
Item 4: Election of one person to certify the minutes
The board of directors proposes that Carl Isaksson, LL.M., at Baker & McKenzie Advokatbyrå or, in his absence, the person or persons instead appointed by him, to be elected to certify the minutes of the general meeting. The task of certifying the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.
Item 6: Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 8.b: Resolution regarding adoption of the income statement and balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 9: Determination of the number of directors and auditors
It is proposed that the board of directors shall consist of five directors without deputies.
It is further proposed that the Company shall have one registered auditing firm as auditor.
Item 10: Determination of fees to the board of directors and to the auditors
It is proposed that board fees shall be paid with SEK 250,000 for each of the directors and with SEK 500,000 to the chairman.
It is further proposed that remuneration to the auditor is to be paid according to approved invoice.
Item 11: Election of the board of directors and auditors
It is proposed that Ingrid Bonde, Anders Böös, Ulrika Hagdahl, Anders Lönnqvist and Lars Wedenborn are re-elected as directors. It is further proposed that Ingrid Bonde is re-elected as chairman of the board of directors.
It is also proposed to re-elect the registered audit firm Öhrlings PricewaterhouseCoopers AB for the period until the end of the annual general meeting 2022. Öhrlings PricewaterhouseCoopers AB has announced that the authorized auditor Nicklas Kullberg continues as main responsible auditor.
Item 12: Resolution regarding reduction of the share capital
The board of directors of the Company proposes that the annual general meeting resolves as follows.
That the Company’s share capital be reduced by SEK 8,516.25 to SEK 2,616,483.75 without repayment to the shareholders.
The purpose of the reduction is transfer to the unrestricted equity.
The reduction shall take place through retirement of 34,065 A shares held by the Company.
The reduction of the share capital can be conducted without the authorization procedure according to Ch. 20 § 23 of the Swedish Companies Act as the Company’s share capital is restored through the bonus issue in accordance with item 13. The reduction entails that the share capital is reduced by SEK 8,516.25. The bonus issue entails an increase of the share capital of SEK 8,516.25 (following the reduction in accordance with this item and the bonus issue in accordance with item 13). After the actions the share capital will thereby be at least SEK 2,625,000.00.
The board of directors or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
The resolution requires that the annual general meeting resolves on the bonus issue in accordance with item 13.
Item: 13: Resolution regarding bonus issue
The board of directors of the Company proposes that the annual general meeting resolves on a bonus issue, entailing an increase in the share capital of SEK 8,516.25. The resolution shall otherwise be governed by the following terms and conditions.
The amount by which the share capital is to be increased shall be transferred to the share capital from unrestricted equity.
No new shares shall be issued.
The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
The resolution requires that the annual general meeting resolves on the reduction of the share capital in accordance with item 12.
Majority requirements
Resolution in accordance with items 12 is valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date of the notice amounts to 10,500,000 shares, of which 8,400,000 are A shares and votes, 2,000,000 are B shares and votes and 100,000 are C shares and votes The company owns 34,065 A shares.
Other
Copies of accounts, auditor statement, proxy form and advanced voting form are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and at the Company’s website, www.tbd30.se, and will be sent to shareholders who request it and provide their e-mail or postal address.
The board of directors and the managing director 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 at the general meeting on matters that may affect the assessment of an item on the agenda or the Company’s financial information. Such duty to provide information applies also to the Company’s relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e., 7 September 2021 by post to the Company’s address tbd30 AB, Attn: Caesar Gezelius, Box 5712, 114 87 Stockholm or by e-mail to caesar.gezelius@tbd30.se. The information will be made available at the Company’s website, www.tbd30.se, and at the head office no later than on 12 September 2021. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its e-mail or postal address.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice bolagsstammorengelska.pdf.
