The shareholders in SSM Holding AB (publ), 556533-3902 (“SSM” or the “Company”) are hereby summoned to an Extraordinary General Meeting to be held on November 5, 2019 at 15:00 (CEST)
at the company’s office at Torsgatan 13 in Stockholm in the Municipality of Stockholm. Registration starts from 14:30 (CEST).
NOTICE OF ATTENDANCE, ETC.
Shareholders who wish to attend the Meeting must 1) be registered in the share register maintained by Euroclear Sweden AB on October 29, 2019 and 2) also give notice of attendance to the Company either
by phone to +46 771 24 64 00, by mail to Computershare AB, Attn: SSM Holding AB:s extra bolagsstämma (EGM) 5 november 2019, Box 5267, 102 46 Stockholm or by www.ssmlivinggroup.com.
Notice of attendance must be received by the Company no later than October 29, 2019. Notification shall include the shareholder’s name, personal identification number/corporate registration number, address, phone number and, if applicable, the number of accompanying advisors (no more than two) who are attending the Meeting.
Shareholders who are represented by a proxy must submit a dated and signed power of attorney. The original version of the power of attorney and, for legal entities, a certified copy of a certificate of registration, shall be sent to the Company to the address above in due time before the Meeting. The power of attorney may not be valid for a period longer than one year from issuance; however, a power of attorney may be valid for up to five years from issuance if so explicitly stated. A form for power of attorney is available on the Company’s website www.ssmlivinggroup.com.
Shareholders whose shares are nominee-registered (e.g. shares held in a custody account at a bank) must temporarily re-register their shares in their own name to be entitled to participate at the Meeting. Such registration must be completed at Euroclear Sweden AB no later than October 29, 2019. The nominee should therefore be contacted well in advance of this date.
- Opening of the Meeting
- Appointment of a chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two people to approve the minutes
- Determination of whether the Meeting has been duly convened
- Determination of the number of members of the Board of Directors
- Election of a new member of the Board
- Resolution on the remuneration for the new member of the Board
- Closing of the Meeting
PROPOSALS FOR RESOLUTIONS
Proposal on appointment of chairman of the Meeting (item 2)
The Nomination Committee proposes that SSM’s Chairman Anders Janson be appointed as chairman of the Meeting.
Proposal on the number of members of the Board of Directors, election of new member
of the Board and remuneration of new member of the Board (items 7, 8 and 9)
The Nomination Committee proposes the following:
- The Board of Directors shall comprise eight (8) members and no deputy members.
- Peter Wågström shall be elected as new member of the Board for the period until the end of the next Annual General Meeting.
- The remuneration for the new member of the Board of Directors shall be equal to the remuneration to members of the Board that was resolved at the Annual General Meeting 2019, proportional to the number of months remaining until the Annual General Meeting 2020.
The proposals of the Nomination Committee, forms for power of attorney and other documents that are to be provided before the Meeting will be made available at the Company (address and telephone as above) and on the Company’s website, www.ssmlivinggroup.com. Documents will be sent free of charge to shareholders who request them and who provide the Company with their address. All of the above documents will be presented at the Extraordinary General Meeting.
As at the date of this notice, the Company had 39,252,542 shares and votes in SSM. The company holds no treasury shares.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
At the Meeting, shareholders have the right to request information, should the Board of Directors consider that such can occur without significant damage to the Company, about circumstances that could impact the evaluation of an item on the agenda.
HANDLING OF PERSONAL INFORMATION
For information on how personal data is handled in connection with the Extraordinary General Meeting,
Stockholm, October 2019
SSM Holding AB (publ)
Board of Directors
N.B. The English version is an unofficial translation of the Swedish original. In case of any discrepancies,
the Swedish original shall prevail.