The shareholders of Bayn Group AB (publ), reg. no. 556794-4797, (the "Company") are hereby invited to an extraordinary general meeting on Friday, February 5, 2021, at 13.00. The general meeting will be held at Advokatfirman Delphi's premises at Mäster Samuelsgatan 17, Stockholm. Registration for the meeting will begin at 12.30.
Eligibility and registration
Shareholders who wish to attend the meeting shall:
- be entered in the share register maintained by Euroclear Sweden AB on the record date Thursday, January 28, 2021, and
- not later than Monday, February 1, 2021, have notified the Company of their participation and any assistant; either in writing to Bayn Group AB (publ), "Bolagsstämma", Nytorgsgatan 17A, 116 22 Stockholm or by e-mail to johan.lennartsson@bayngroup.com.
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
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. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For full information on how
the personal data can be found at: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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 to be temporarily registered in the share register maintained by Euroclear Sweden AB (so-called voting rights registration). The shareholder must inform the nominee well in advance of Monday, February 1, 2021, when such registration must be completed.
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.bayngroup.com. A copy of the power of attorney and any registration certificate should be sent in good time before the meeting to Bayn Group AB (publ), "Bolagsstämma", Nytorgsgatan 17A, 116 22 Stockholm or alternatively to: johan.lennartsson@bayngroup.com. The original proxy must also be presented at the meeting.
Proposal for the agenda
- Opening of the meeting
- Election of the President
- Establishment and approval of the voting list
- Election of one or two verifiers
- Examination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on authorization to issue shares
- Election of the Board of Directors and determination of their remuneration
- Closure of the meeting
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The Board's proposal for a decision
Item 2. Election of the President
The Board proposes that lawyer Mats Dahlberg from Advokatfirman Delphi be elected as Chairman of the General Meeting.
Item 7. Resolution on authorization to issue shares
The board of directors proposes that the general meeting resolves to authorize the board of directors, during the period until the next annual general meeting, on one or more occasions, with or without deviation from the shareholders' preferential rights, to resolve on a new issue of shares and/or issue of convertibles and/or warrants in the Company. Payment may, in addition to cash, be made in kind, by set-off or otherwise with conditions. The Company's share capital may, by virtue of the authorization, be increased by a maximum amount that is within the framework of the Company's maximum share capital according to the Articles of Association. It shall be possible to deviate from the shareholders' preferential rights in order to strengthen the Company's financial position if necessary and to enable acquisitions. In the event of a deviation from the shareholders' preferential rights and in the event of payment in kind, the issue price shall be on market terms at the time of the issue decision.
The Chief Executive Officer, or the person appointed by the Board of Directors, shall be entitled to make such minor adjustments to the resolution as may be required in connection with the registration thereof. A resolution in accordance with this proposal shall be valid only if supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.
Major shareholders' proposals for resolutions
Item 8. Election of Board of Directors and determination of Board fees
Major shareholders representing approximately 44 percent of the shares and votes ("Major Shareholders") in the Company have submitted the following proposal for resolution regarding item 8 in the above proposed agenda.
Major Shareholders propose that the Board of Directors shall consist of six (6) members without deputies.
Major Shareholders propose re-election of the Board members Gunnar Ek, Björn Widegren (independent Board members), Peter Werme, Thomas Petrén, Mikael A. Pettersson (independent in relation to the Company and its senior executives but dependent in relation to major shareholders) and new election of the Board member Henrik Patek (independent in relation to the Company and its senior executives but dependent in relation to major shareholders) for the period until the end of the next Annual General Meeting. Peter Werme is proposed to be re-elected as Chairman of the Board.
Major Shareholders propose that Henrik Patek shall receive the same fee as the other members of the Board of Directors of the Company, i.e. SEK 75,000 on an annual basis. The fee shall be adjusted pro rata based on the time from the Annual General Meeting where election takes place until the Annual General Meeting 2021. Other members of the Board of Directors and the Chairman of the Board of Directors proposed for re-election shall continue to receive the same fee on an annual basis as determined at the Annual General Meeting 2020.
Henrik Patek was born in 1969 and previously held a number of senior positions within the ICA Group, where he worked for 25 years. Among other things, he ran several crucial business development projects in finance, IT, banking, digitization and more, and was also CEO of several subsidiaries. Henrik Patek has extensive experience in corporate and business development, acquisitions, investments and has been a member of a number of boards and management teams. Henrik Patek has been investment manager at RoosGruppen AB for four years.
Information on number of shares and votes
The total number of shares and votes in the Company at the date of this notice was 125,614,312. All shares have equal voting rights and the Company has no holdings of its own shares.
Shareholders' right to request information
According to Chapter 7, Section 32 and Section 57 of the Swedish Companies Act, the Board of Directors and the CEO 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 meeting on circumstances that may affect the assessment of an item on the agenda and the Company's relationship to other companies within the group.
Documents
The Board of Directors' complete proposals for resolutions, as well as reports and statements in accordance with the Swedish Companies Act, will be available at the Company and on the Company's website, www.bayngroup.com, no later than two weeks prior to the meeting, and will be sent to shareholders who so request and provide their e-mail or postal address. All of the above documents will also be presented at the meeting.
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Stockholm in January 2021
Bayn Group AB (publ)
The Board of Directors
