The shareholders of JonDeTech Sensors AB (publ), reg.no 556951-8532 (the “Company“), are hereby convened to the annual general meeting on 25 May 2023 at 10:00 am CEST at the offices of Eversheds Sutherland Advokatbyrå at Sveavägen 20, 111 57 Stockholm. Registration begins at 9:45 am CEST.
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the annual general meeting in JonDeTech Sensors AB (publ), and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
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 16 May 2023, and;
- notify the Company of their attendance at the general meeting by 19 May 2023 at the latest, by e-mail to [email protected] or by letter to Eversheds Sutherland Advokatbyrå AB, Att. Andreas Vestberg, Box 140 55, 104 40 Stockholm, Sweden. In the notification, the shareholder must state his/her name, personal or registration number, address, and telephone number and, if applicable, the name of an assistant (maximum 2).
INFORMATION ON POSTAL VOTING
The Company has, relying on § 11 in the Articles of Association, resolved that shareholders, prior to the general meeting, shall be able to exercise their voting right by postal voting. Forms for postal voting will be available on the Company’s website (www.jondetech.se) no later than three weeks before the general meeting. Completed and signed forms should be sent by e-mail to [email protected]. The complete form must be received by the Company no later than 19 May 2023. Further instructions can be found in the form. Please note that registration of shares in your own name (if the shares are nominee-registered) and notification to the meeting must have been made even if the shareholder chooses to vote by post or by proxy.
NOMINEE REGISTERED SHARES
Shareholders who have had their shares registered by a nominee through a bank or investment institution must have their shares registered in their own name in order to be entitled to attend the general meeting. Such registration may be temporary (so-called voting registration) and is requested from the trustee in accordance with the trustee’s procedures. Registrations of voting rights made (registered with Euroclear Sweden AB) no later than 19 May 2023 will be taken into account in the preparation of the share register.
PROXY
Shareholders represented by proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the proxy may not exceed five years if specifically stated. If no period of validity is indicated, the proxy shall be valid for a maximum of one year. If the proxy is issued by a legal person, a copy of the certificate of registration or equivalent of the legal person must be attached. The original proxy and any certificate of registration should be sent by post to the Company at the above address in good time before the general meeting. The proxy form will be available on the Company’s website (www.jondetech.se) at least three weeks before the general meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairman of the meeting
- Approval of the agenda
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report on the consolidated financial statements
- Statement by the CEO
- Resolution on:
9a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
9b. allocation of the Company’s profit or loss according to the adopted balance sheet
9c. discharge from liability for the members of the board of directors and the CEO
10. Determination of the remuneration to the board of directors and auditors
11. Election of the board of directors, chairman of the board of directors and auditor
12. Resolution on an authorisation for the board of directors to decide on an issue of shares, warrants, and convertibles
13. Resolution to authorise the board of directors to make minor adjustments to the resolutions passed at the general meeting
14. Closure of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of the chairman of the meeting
The nomination committee proposes that Johan Engström, lawyer at Eversheds Sutherland Advokatbyrå AB, is elected as chairman at the meeting.
Item 4 – Preparation and approval of the voting list
The voting list proposed for approval is the voting list that will be drawn up on the basis of the shareholder’s register and the notifications and postal votes received, which have been checked and approved by the person responsible for verifying the minutes.
Item 5 – Election of one or two persons to verify the minutes
The board of directors proposes that Elsa Economou, Eversheds Sutherland Advokatbyrå AB, is elected as the person to verify the minutes of the meeting, or, if he/she is prevented from doing so, the person(s) designated by the Chairman of the board of directors. The task of approving the minutes also includes checking the voting list and that the postal votes received are correctly reflected in the minutes.
Item 9b – Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet
The board of directors proposes that no dividend is paid and that the financial result for the year is carried forward.
Item 10 – Determination of remuneration to the board of directors and auditors
The nomination committee proposes that that remuneration to each of the board members, with the exception of the chairman of the board, shall be paid with SEK 150,000 per year. Furthermore, it is proposed that remuneration to the chairman of the board of directors shall be paid with SEK 420,000 per year, corresponding to eight (8) price base amounts. The auditor’s fee is proposed to be paid according to approved invoice.
Item 11 – Election of the board of directors, chairman of the board of directors and auditor
The nomination committee proposes the re-election of Bengt Lindblad, Magnus Eneström, Dave Qun Wu, Jan Johannesson and Karl Lundahl as members of the board of directors. Jan Johannesson is proposed as chairman of the board.
The nomination committee proposes that the registered accounting form Öhrlings PricewaterhouseCoopers AB is elected as auditor for the period until the end of the next annual general meeting with Per Andersson as auditor in charge.
Item 12 – Resolution on authorization for the board of directors to decide on issues of shares, warrants and convertibles
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to – on one or more occasions and until the next annual general meeting – resolve to increase the Company’s share capital by issuing new shares, warrants and convertibles within the limits permitted by the articles of association from time to time.
A new issue of shares warrants and convertibles may be made with or without deviation from the shareholders’ preferential rights and with or without provisions on non-cash, set-off or other conditions. According to Chapter 16. of the Swedish Companies Act, the board of directors is not entitled to use this authorisation to decide on issues to board members of the group, employees etc. Issues decided on the basis of the authorisation shall be made on market terms.
The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights is to enable new issues of shares, warrants and convertibles to be made to increase the Company’s financial flexibility and/or the Board’s room for action.
A resolution under this item requires for its validity that the proposal is supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 13 – Resolution to authorise the board of directors to make minor adjustments to the resolutions passed at the general meeting
The board of directors proposes that the general 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 passed at the general meeting to the extent required for registration of the resolutions.
OTHER INFORMATION
Shareholders’ right to receive information
Shareholders have the right under Chapter 7, Section 32 of the Companies Act to request information from the board of directors and the chief executive officer regarding circumstances that may affect the assessment of an item on the agenda or of the Company’s financial situation. The board of directors and the chief executive officer shall disclose such information if the board of directors considers that this can be done without material harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the General Meeting, please refer to the privacy policy on the Euroclear AB website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
The accounting documents with accompanying audit report will be available at the Company’s office and on the Company’s website, www.jondetech.se, for at least three weeks before the annual general meeting. The board of directors’ complete proposals for resolutions, postal voting forms and other required documents will be made available to shareholders at the Company’s office no later than three weeks before the meeting and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. Copies of the said documents will also be sent to shareholders who so request and state their postal address or e-mail address.
Number of shares and votes
At the time of issuance of this notice, the total number of shares and votes in the Company is 128,757,290. The Company does not hold any own shares.
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Stockholm in April 2023
JonDeTech Sensors AB (publ)
Board of Directors
