Extra General Meeting 2021

The shareholders of NCAB Group AB (publ), reg. no. 556733-0161, (“Company”), are hereby convened to the extraordinary general meeting on Wednesday, 15 December 2021.

The board of directors has decided that the extraordinary general meeting shall be held without physical presence of shareholders, representatives and external participants, and that voting may only be done by post prior to the extraordinary general meeting.

Information about the decisions by the extraordinary general meeting will be disclosed on Wednesday, 15 December 2021, as soon as the outcome of the postal voting has been compiled.

The right to participate at the extraordinary general meeting etc.
Shareholders who wish to participate at the extraordinary general meeting shall

  1. be registered in the share register kept by Euroclear Sweden AB on the record day, which is Tuesday, 7 December 2021, as well as
  2. give notice of their attendance by submitting a postal vote in accordance with the instructions set out under the heading “Postal voting” below in such manner that the postal vote has been received by the Company on Tuesday, 14 December 2021, at the latest.

Please note that notification to the extraordinary general meeting can only be made through postal voting.

To be entitled to participate in the extraordinary general meeting, shareholders with nominee-registered shares through a bank or other nominee must register their shares in their own name with Euroclear Sweden AB (so-called voting rights registration). Shareholders requesting such registration should notify their nominee well in advance of Tuesday, 7 December 2021. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than on Thursday, 9 December 2021 will be taken into account in the preparation of the share register.

Postal voting
Shareholders may exercise their voting rights at the extraordinary general meeting by voting in advance, so called postal voting in accordance with the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form should be used for the postal voting. The postal voting form is available on the Company’s website www.ncabgroup.com.

A completed and signed postal voting form can be submitted by post to NCAB Group AB (publ), “EGM”, Mariehällsvägen 37 A, SE-168 65 Bromma, Sweden or by e-mail to agm@ncabgroup.com. A completed form must be received by the Company on Tuesday, 14 December 2021, at the latest.

The shareholder may not provide any other instructions than marking the response alternatives in the postal voting form. If the shareholder has included special instructions or conditions, or supplemented or amended the pre-printed text, the postal vote will be invalid. Further instructions and terms are set out in the postal voting form and on www.ncabgroup.com.

In the postal voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the extraordinary general meeting so resolves, or if shareholders with at least one tenth of all shares in the Company so request.

Proxies
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Power of attorney forms are available on the Company’s website at http://www.ncabgroup.com/. If the shareholder is a legal entity, a registration certificate or another authorization document must be attached to the form.

PROPOSED AGENDA

  1. Appointment of chairman for the meeting.
  2. Preparation and approval of the voting register.
  3. Approval of the agenda.
  4. Election of one or two persons to attest the minutes.
  5. Examination of whether the meeting has been duly convened.
  6. Resolution on extra dividend.
  7. Resolution on share split and adoption of new articles of association.