Notice to attend the Extraordinary General Meeting in Rottneros AB (publ)
The shareholders in Rottneros AB (publ), reg. no. 556013-5872, (“Rottneros”) with its registered office in Sunne, are hereby invited to the Extraordinary General Meeting (the “EGM”) on Wednesday 22 September 2021.
INFORMATION RELATED TO COVID-19
Rottneros is mindful of the health and well-being of its shareholders and employees. It is important for Rottneros to take social responsibility and contribute to reduce the risk of transmissions of Covid‑19. As regard to the extraordinary situation, the EGM will be carried out only through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the EGM. Information about the resolutions adopted at the EGM will be published on the same day as the EGM as soon as the outcome of the vote is finally compiled.
NOTIFICATION OF ADVANCE VOTING ETC.
Shareholders who wish to participate at the EGM shall:
firstly, be entered in the share register maintained by Euroclear Sweden AB no later than on Tuesday 14 September 2021 (for nominee-registered shares, also see "Nominee registered shares" below), and
- secondly, give notice of their intention to participate at the EGM by casting its advance votes in accordance with the instructions under “Advance voting” below, so that the advance voting is received by the company no later than on Tuesday 21 September 2021.
Information delivered upon notice to attend will be processed and used only for the EGM. See below for further information on processing of personal data.
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in the company’s share register with Euroclear Sweden AB. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Thursday 16 September 2021, at which time the re-registration must have been made.
Shareholders may exercise their voting rights at the EGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.rottneros.com. The advance voting form is considered as the notification of attendance to the EGM. Proxy forms for shareholders who wish to vote by mail through proxies will be available on the company’s website.
The completed voting form must be received by Rottneros no later than on Tuesday 21 September 2021. The completed and signed form shall be sent to: Rottneros AB, EGM 2021, c/o Advokatfirman Vinge KB, Box 110 25, SE-404 21 Gothenburg. A completed form may also be submitted by e-mail and is to be sent to email@example.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
Election of a chairman at the EGM.
- Election of one or two persons who shall approve the minutes of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the EGM has been duly convened.
- Resolution on dividend.
The Board of Directors’ proposals
Election of a chairman at the EGM (item 1)
The Board of Directors proposes that Per Lundeen, or in his absence, the person appointed by the Board of Directors, is appointed chairman at the EGM.
Election of one or two persons who shall approve the minutes of the meeting (item 2)
The Board of Directors proposes that Göran Eklund and Stefan Sundh, or in case of their absence, the person appointed by the Board of Directors, be elected to approve the minutes of the EGM together with the Chairman.
Resolution on dividend (item 6)
As a consequence of the company’s good financial standing and result the board proposes, in accordance with the company’s dividend policy, a dividend of SEK 0,45 per share.
The record date for the dividend payment shall be on 24 September 2021. If the EGM resolves in accordance with the Board’s proposal the proposed date the dividend is expected to be paid out through Euroclear Sweden AB is on 29 September 2021. The last day of trading in the company's shares to be included in the right to dividend is 22 September 2021.
The Board proposes a dividend which corresponds to an amount of 68 657 366 SEK, based on 152 571 925 outstanding shares as of 31 August 2021 (which excludes 821 965 shares held by the company).
As of 31 December 2020, the non-restricted equity in the company amounted to approximately 216 million SEK. At the Annual General Meeting on 24 June 2020 and at the Annual General Meeting on 28 April 2021, it was resolved that the funds at the general meetings’ disposal, 186 455 581 SEK in 2020 and 215 739 304 SEK in 2021, would be carried forward and thus no dividends were paid. The amount available according to Chapter 17, Section 3, Paragraph 1 of the Swedish Companies Act (2005:551) amounts to approximately 216 million SEK. Following the decision of the EGM regarding the dividend, the remaining available amount is expected in accordance with Chapter 17, Section 3, Paragraph 1 of the Swedish Companies Act to be reduced by 68 657 366 SEK to approximately 147 million SEK.
Number of shares and votes
Per the date of this notice the total number of shares and votes in the company amounts to 153 393 890, of which the company holds 821 965 treasury shares.
Information ahead of the EGM
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 on matters that may affect the assessment of an item on the agenda and of circumstances that may affect the assessment of the company’s or subsidiaries’ financial situation as well as regarding the company’s relationship with other companies within the group. A request for such information shall be sent by post to Rottneros AB, EGM 2021, c/o Advokatfirman Vinge KB, Box 11025, SE-404 21 Gothenburg or by e-mail to firstname.lastname@example.org, no later than on Tuesday 14 September 2021. The information will be made available at the company’s premises and on www.rottneros.com on Friday 17 September 2021 at the latest. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.
The proposal for resolution pursuant to item 6 above is fully formulated in the convening notice.
The reasoned statement of the Board pursuant to Chapter 18, Section 4, and the Board’s report and the Auditor’s statement pursuant to Chapter 18, Section 6, of the Swedish Companies Act are available at the company’s website www.rottneros.com under “Annual General Meeting”, found under “Investors”. The annual report, including audit report, is available at the website under “Financial Reports”. All documentation is also available at the company’s premises at Vallvik Mill, SE-826 79 Vallvik, and will be sent to those shareholders who so request and state their postal address or email address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Vallvik, August 2021
Rottneros AB (publ)
The Board of Directors