The shareholders of Bayn Europe AB (publ), reg. no. 556794-4797, are hereby invited to the Annual General Meeting on Tuesday, April 5, 2015, at 10:00 a.m. CET. The Annual General Meeting will be held at the company's premises at Hornsgatan 79, Stockholm. Registration for the meeting will commence at 09.30.
Eligibility and registration
Shareholders who are registered as shareholders in the share register maintained by Euroclear Sweden AB on Wednesday, March 30, 2016, and who have notified the company of their participation and any assistants no later than Friday, April 1, 2016, either in writing to the company at Hornsgatan 79, 118 49 Stockholm or alternatively to: pw@bayn.se .
The application must state the full name, personal or corporate identity number, address, daytime telephone number and, where applicable, the names of the representatives, agents and assistants. The number of assistants may not exceed two. In order to facilitate admission to the meeting, the notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents.
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and participation in the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, request that their shares be temporarily entered in the share register maintained by Euroclear Sweden AB. The shareholder must inform the nominee well in advance of Wednesday, March 30, 2016, when such entry must be made.
Ombudsmen
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached. Proxy forms for shareholders wishing to attend the meeting by proxy are available on the company's website www.bayn.se. A copy of the power of attorney and any certificate of registration should be sent in good time before the meeting to Hornsgatan 79, 118 49 Stockholm or alternatively to: pw@bayn.se. The original proxy must also be presented at the meeting.
Proposal for the agenda
1. the meeting is opened
2. Election of the President
3. drawing up and approval of the voting list
4. Election of one or two scrutineers
5. Examination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the audit report
8. Decisions on the following:
a) Adoption of the income statement and balance sheet
b) Appropriation of the company's profit or loss according to the adopted balance sheet
c) Discharge from liability of the members of the Board of Directors and the Managing Director
9. Determination of the number of Board members, deputy members and auditors
10. Determination of fees to the Board of Directors and auditors
11. Election of the Board of Directors and election of the auditor
12. Resolution on authorization to issue shares
13. Closing of the meeting
Proposal for a decision
Proposal for a decision under point 2.
It is proposed that Mats Dahlberg be elected Chairman of the meeting.
Proposal for a decision under point 8b)
The Board of Directors proposes that the Annual General Meeting approve the Board's proposal for the appropriation of profits, which will be carried forward, and that no dividend be paid for the 2015 financial year.
Proposal for a decision under item 12.
The Board of Directors proposes that the Meeting resolves to authorize the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders' preferential rights, to resolve to issue shares and/or warrants. Payment may be made in cash, in kind, by set-off or otherwise subject to conditions. The Company's share capital may, by virtue of the authorization, be increased by a maximum amount of SEK 900,240. Deviation from the shareholders' preferential rights may be made in order to strengthen the company's financial position and to enable acquisitions of companies or businesses. In the event of a deviation from the shareholders' preferential rights and in the event of payment in kind, the issue price shall be as close as possible to the market value of the share. The Board of Directors, the CEO, or the person appointed by the Board of Directors, shall be entitled to make any minor adjustments to the resolution that may prove necessary in connection with registration. A resolution in accordance with this proposal is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Proposal for a decision under point 9.
Shareholders propose that the number of Board members remain unchanged until the end of the next Annual General Meeting, i.e. the Board shall consist of four ordinary members with no deputies.
Proposal for a decision under item 10.
Shareholders propose that fees to the Board of Directors for the coming term of office shall amount to a total of SEK 180,000, of which SEK 60,000 to Britt Rahm and SEK 120,000 to Peter Werme (i.e. unchanged fees).
It is proposed that the auditors be paid according to approved invoices for work performed.
Proposal for a decision under item 11.
Shareholders propose that the Board of Directors for the period until the end of the next Annual General Meeting shall consist of the following ordinary members: Lucy Dahlgren, Leif Fågelstedt, Britt Rahm and Peter Werme.
Shareholders also propose that authorized public accountant Anders Ericsson be appointed as auditor.
Information on the number of shares and votes and on holdings of own shares
The total number of shares and votes in the company at the time of this notice was issued was 3,788,916. All shares have equal voting rights. The company holds no own shares.
Shareholders' right to request information
Shareholders are reminded of their right under Chapter 7, Section 32 of the Swedish Companies Act to request at the Annual General Meeting that the Board of Directors and the CEO provide information on circumstances that may affect the assessment of an item on the agenda and on circumstances that may affect the assessment of the Company's financial situation.
Documents
Accounting documents, the auditor's report and other documents to be considered at the meeting will be available at the company's office no later than two weeks before the meeting and will be sent free of charge to shareholders who so request and state their postal address. The documents will also be available on the company's website www.bayn.se. All of the above documents will also be presented at the meeting.
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Board of Directors in March 2016