The shareholders of Lagercrantz Group AB (publ) ("the Company") are hereby given notice to attend the Annual General Meeting to be held at 4.00 p.m., on Tuesday, 25 August 2020, at IVA's Conference Centre, Grev Turegatan 16 in Stockholm.
Information in connection with Covid-19
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the Annual General Meeting (AGM) must:
1. be entered under their own name (not in the name of a trustee) in the shareholders' register maintained by Euroclear Sweden AB no later than Wednesday, 19 August 2020.
2. give notice via the website www.lagercrantz.com, or by telephone +46 8 700 66 75 to the Company's head office with address Lagercrantz Group AB (publ), Att: Årsstämman, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to GeneralMeetingService@euroclear.euno later than by Thursday, 20 August 2020 at 3 p.m.
The notice must contain the shareholders' name, civic registration number (corporate identify number), address, telephone number and the number of shares represented as well as any attending assistants. Information provided in the notice of participation will only be processed for purposes of the AGM 2020.
Registered participants will receive an entrance card for the AGM by post, no later than the day before the AGM.
Shareholders whose shares are registered with a trustee must temporarily register their shares in their own name in order to exercise their voting rights at the AGM. Such re-registration must be completed no later than Wednesday, 19 August 2020. Requests for such registration must be made to the trustee a few business days before Thursday, 20 August 2020 in order for the registration to be completed in time.
Where participation is based on a proxy, the proxy must be submitted to the Company well in advance of the AGM. The proxy must not be issued earlier than five years prior to the date of the AGM. Proxies for legal entities must also submit a certified copy of a certificate of incorporation or equivalent legitimacy papers. The Company provides a proxy form to shareholders, which is available at the Company's head office or on the website: www.lagercrantz.com.
At the AGM, shareholders have the right to ask questions about the Company, the Company's financial position and about the matters and proposals to be brought before the AGM.
Shareholders are recommended to exercise their voting rights at the AGM by voting in advance through postal voting. In connection with postal voting, a special form shall be used which is available on the website lagercrantz.com (http://www.lagercrantz.com/). A separate notice of participation is not required in connection with postal voting but the completed and signed form is valid as notice of participation to the AGM.
The form is signed electronically using a BankID on the website lagercrantz.com (http://www.lagercrantz.com). To be valid as notice of participation, the electronic signature must be registered not later than Thursday, 20 August 2020.
Legal entities should use the postal voting form, which is available on the website lagercrantz.com (http://www.lagercrantz.com). The postal voting form must be signed by an authorised signatory and sent by post together with a certificate of incorporation or equivalent legitimacy papers to Lagercrantz Group AB, Attn: The Annual General Meeting, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm or via e-mail to GeneralMeetingService@euroclear.eu.The same procedure applies if shareholders vote in advance in writing with a physical document or by proxy. The postal voting form must be received by Lagercrantz Group not later than Thursday, 20 August 2020.
Shareholders may not provide the advance vote with special instructions or conditions. If this occurs, the vote is invalid. Further instructions are provided in the postal voting form.
1. Opening of the AGM.
2. Election of Chairman of the AGM.
3. Preparation and approval of the voting list.
4. Approval of agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the AGM has been duly convened.
7. Presentation of:
a. the Annual Accounts and the Consolidated Financial Statements and the report on the work of the Board of Directors and the committees of the Board of Directors, and
b. the Audit Report and the Audit Report for the Group and the statement on remuneration principles for senior executives.
8. Address by the President and Chief Executive Officer.
9. Resolutions regarding:
a. adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet,
b. appropriation of the Company's profit in accordance with the adopted Balance Sheet, and
c. discharge from liability for the members of the Board of Directors and the President.
10. Report on and resolution regarding the principles and work of the Election Committee.
11. Resolution regarding the number of Board members.
12. Resolution regarding fees for the Board of Directors and the Auditors.
13. Election of Board members.
14. Election of Chairman of the Board of Directors.
15. Election of Auditors until the AGM 2021.
16. Proposal by the Board of Directors for principles of remuneration and other terms of employment for senior executives.
17. Authorisation for the Board of Directors to take decisions on purchase and assignment of own shares.
18. Proposal by the Board of Directors for a resolution regarding the issuance of call options on repurchased shares and assignment of repurchased shares to managers and senior executives in the Group.
19. Authorization for the Board to resolve on a new issue of up to 10 percent of the number of B shares as a means of payment during acquisitions.
20. Resolution regarding change of the Articles of Association.
21. Resolution regarding a division of shares (3:1 share split).
22. Other matters arising.
23. Closing of the AGM.
Stockholm, 22 July 2020
The Board of Directors
Lagercrantz Group AB (publ)
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