NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN TERRANET AB
N.B. This English text is an unofficial
translation of the Swedish original of the notice to attend the
extraordinary general meeting in Terranet AB, and in case of any
discrepancies between the Swedish and the English translation, the
Swedish text shall prevail.
The shareholders of Terranet AB, registration
number 556707-2128, (the "Company") are hereby
invited to the annual general meeting on 21 May 2024 at 11.00 a.m.
at Eversheds Sutherland Advokatbyrå's premises at Sveavägen 20, 3
tr, in Stockholm. Registration starts at 10.45 am.
RIGHT TO PARTICIPATE AND
REGISTRATION
Shareholders who wish to attend the general
meeting shall:
- be entered in the share register
maintained by Euroclear Sweden AB on 13 May 2024, and;
- notify the Company of their
attendance at the general meeting no later than 15 May 2024 by
e-mail to pal.eriksson@terranet.se or by letter to Terranet AB,
Mobilvägen 10, 223 62 Lund, Sweden, marking the envelope with
"Annual General Meeting 2024". In the notification, the shareholder
shall state name, personal or corporate identity number, address
and telephone number and, where applicable, information about
assistants (maximum 2).
NOMINEE REGISTERED SHARES
Shareholders whose shares are registered in the
name of a nominee must register their shares in their own name in
order to be entitled to participate in the annual general meeting.
Such registration may be temporary (so-called voting rights
registration) and is requested from the nominee according to the
nominee's procedures. Voting rights registrations completed
(registered with Euroclear Sweden AB) no later than 15 May 2024 are
taken into account in the preparation of the share register.
PROXY
Shareholders who are represented by a proxy
shall issue a written authorization for the proxy, signed and dated
by the shareholder. The period of validity of the authorization
shall not exceed five years if specifically stated. If no period of
validity is specified, the authorization is valid for a maximum of
one year. If the authorization is issued by a legal entity, a copy
of the registration certificate or equivalent for the legal entity
must be attached. The original power of attorney and any
registration certificate should be sent by post to the Company at
the above address well in advance of the meeting. The proxy form is
available on the Company's website (www.terranet.se) no later than
three weeks before the meeting.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or more adjusters
5. Examination of whether the meeting has been
duly convened
6. Approval of the agenda
7. Presentation of the annual accounts and the
audit report, as well as the consolidated accounts and the audit
report on the consolidated accounts.
8. Resolution on
a) Adoption of the profit and loss account, balance
sheet and consolidated profit and loss account and consolidated
balance sheet
b) Allocation of the Company's profit or loss according
to the adopted balance sheet and the adopted consolidated balance
sheet.
c) Decision to discharge the members of the Board of
Directors and the Chief Executive Officer from liability
9. Determination of the number of members of the
board members and auditor
10. Determination of the remuneration of the Board
of Directors and auditor
11. Election of the Board of Directors, auditors
and potential deputies
12. Resolution to authorize the Board of Directors
to decide on a new issue of shares, warrants and/or
convertibles
13. Resolution to authorize the Board of Directors
to make minor adjustments to the resolutions adopted by the General
Meeting
14. Closure of the meeting
PROPOSED RESOLUTIONS FROM THE ELECTION
COMMITTEE
Prior to the general meeting, the Nomination
Committee was established by the Chairman of the Board of Directors
contacting the shareholders who were the three largest shareholders
in the Company as of 31 August 2023, who appointed one member each
to the Nomination Committee.
The Nomination Committee for the 2024 annual
general meeting has consisted of Julian Aleksov, Chairman of the
Nomination Committee, appointed by Maida Vale Capital AB, Michael
Knutsson, appointed by Knutsson Holdings AB, Fredrik Olsson, own
holding, Torgny Hellström, Chairman of the Board of Terranet AB.
The members are appointed by shareholders who as of 31 March 2024
together represented approximately 17.86 percent of the votes for
all shares in the Company. The nomination committee proposes the
following:
Item 2 - Election of the chairman of the
meeting
The Nomination Committee proposes that attorney
Mark Falkner at Eversheds Sutherland Advokatbyrå AB is elected as
chairman and keeper of the minutes at the annual general meeting
or, if he is prevented from doing so, the person he appoints.
Item 9 - Determination of the number of
board members and auditor
The Nomination Committee proposes that the Board
of Directors shall consist of six (6) members without deputies.
The Nomination Committee further proposes that
the Company shall have a registered accounting firm as auditor.
Item 10 - Determination of the
remuneration of the Board of Directors and auditor
The Nomination Committee proposes that
remuneration to the Board of Directors shall be paid with SEK
175,000 to each of the members elected by the general meeting who
are not employed by the Company or the group and with SEK 475,000
to the chairman of the board.
The nomination committee proposes that a
remuneration of SEK 25,000 shall be paid to each of the members of
the remuneration committee (maximum 3 members). The nomination
committee further proposes that a remuneration of SEK 60,000 shall
be paid to each of the members of the audit committee (maximum 2
members) and that a remuneration of SEK 100,000 shall be paid to
the chairman of the audit committee.
The auditor's fee shall be paid in accordance
with approved invoices.
Item 11 - Election of the Board of
Directors, auditors and potential deputies
The Nomination Committee proposes that Torgny
Hellström, Anders Blom, Magnus Edman, Mats Fägerhag, Tarek Shoeb
and Nils Wollny are re-elected as members of the Board of
Directors. The Nomination Committee further proposes that Torgny
Hellström is re-elected as chairman of the board.
Furthermore, it is proposed to re-elect the
registered accounting firm Ernst & Young Aktiebolag
("E&Y") as the Company's auditor for the
period until the end of the annual general meeting 2025. E&Y
has notified that the authorized public accountant Martin
Henriksson will be the auditor in charge.
PROPOSED RESOLUTIONS FROM THE BOARD OF
DIRECTORS
Item 8b - Resolution on allocation of
the Company's profit or loss according to the adopted balance sheet
and the adopted consolidated balance sheet
The Board of Directors proposes that all funds
at the disposal of the annual general meeting be carried
forward.
Item 12 - Resolution to authorize the Board of Directors to
decide on a new issue of shares, warrants and/or
convertibles
The Board of Directors of the Company proposes
that the annual general meeting resolves to authorize the Board of
Directors to, until the next annual general meeting, on one or more
occasions, resolve to issue shares of series B, warrants and/or
convertibles with the right to subscribe for or convert shares of
series B, with or without deviation from the shareholders'
preferential rights, within the limits of the articles of
association applicable at any given time, to be paid in cash, in
kind and/or by set-off.
That the Board of Directors shall be able to
decide on a new share issue without preferential rights for the
shareholders as described above is primarily for the purpose of
being able to raise new capital to increase the Company's
flexibility for financing.
For the resolution to be valid, the proposal
must be supported by shareholders representing at least two-thirds
(2/3) of both the votes cast and the shares represented at the
annual general meeting.
Item 13 - Resolution to authorize the
Board of Directors to make minor adjustments to the resolutions
adopted by the General Meeting
The Board of Directors proposes that the meeting
authorizes the Board of Directors, the CEO or the person otherwise
appointed by the Board of Directors to make such minor adjustments
and clarifications of the resolutions adopted at the meeting to the
extent required for registration of the resolutions.
OTHER
Documents and information
The notice, accounting documents, auditor's
report and proxy form will be available to shareholders at the
Company three weeks before the meeting and will be sent free of
charge to shareholders who request it and state their postal
address. The documents will also be published on the Company's
website, www.terranet.se, no later than the same day.
According to Chapter 7, Section 32 of the
Swedish Companies Act, shareholders have the right to request
information from the Board of Directors and the CEO regarding
circumstances that may affect the assessment of an item on the
agenda or the Company's financial situation. The Board of Directors
and the managing director shall disclose such information if the
Board of Directors considers that it can be done without
significant harm to the Company.
Processing of personal data
The personal data collected from the share
register maintained by Euroclear Sweden AB, received notifications
and information about proxies and assistants will be used for
registration, preparation of the voting list for the general
meeting and, where applicable, the minutes of the meeting. For
further information on how your personal data is processed, see
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Number of shares and votes
At the time of the publication of this notice,
the total number of shares in the Company amounts to 898,003,007,
divided into 1,084,063 series A shares and 896,919,944 series B
shares. Each series A share entitles to two (2) votes and each
series B share entitles to one (1) vote.
_____________________________
Lund in April
2024
Terranet AB
Board of Directors
For more information, please
contact
Magnus Andersson CEO
Email: magnus.andersson@terranet.se
About Terranet AB
(publ)
Terranet is on a mission to save lives in urban
traffic.
We develop breakthrough tech solutions for
Advanced Driver Assistance Systems (ADAS) and Autonomous Vehicles
(AV) that protect vulnerable road users.
With a unique and patented vision technology,
Terranet’s anti-collision system BlincVision scans and detects road
objects multiple times faster and with higher accuracy than any
other ADAS technology available today.
Terranet is based in Lund, Sweden, and in the
heart of the European automotive industry in Stuttgart, Germany.
The company is listed on Nasdaq First North Premier Growth Market
since 2017(Nasdaq: TERRNT-B).
Follow our journey
at www.terranet.se
Certified Adviser to Terranet is Mangold
Fondkommission AB,
08-503 015 50, ca@mangold.se.
- Terranet AB - Kallelse till AGM 21 maj 2024 ENG
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