The shareholders in Coala-Life Group AB (publ), reg. no. 556495-4682, are hereby given notice to attend the annual general meeting at 10:00 a.m. on Tuesday 16 May 2023 at Setterwalls Advokatbyrå’s offices at address Sturegatan 10 in Stockholm. Registration for the meeting commences 30 minutes before the opening of the meeting.
The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the company’s articles of association, to apply the possibility of proxy collection in conjunction with the general meeting (se section proxy collection below for more information).
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Monday 8 May 2023; and
(ii) notify the company of their attendance and any assistant no later than Wednesday 10 May 2023. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Johan Tönnesen, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to johan.tonnesen@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
In order to be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of Monday 8 May 2023. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee's routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Wednesday 10 May 2023 will be taken into account in the preparation of the share register.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the company’s website www.coalalife.com. The original version of the power of attorney shall also be presented at the meeting.
Proxy collection
The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the company’s articles of association, to apply the possibility of proxy collection in conjunction with the general meeting. This means that shareholders who do not wish to participate in person at the meeting can submit a power of attorney to a representative appointed by the company, who participates in the meeting on behalf of the shareholder and votes in accordance with the shareholder's instructions. The representative appointed by the company may not be a member of the board of directors or the CEO of the company. Shareholders who wish to make use of this opportunity must complete and sign a special power of attorney form which will be available on the company's website, www.coalalife.com. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority.
Processing of personal data
For information regarding how your personal data is processed in connection with the general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Submission of the annual report and the auditor’s report as well as of the consolidated financial statements and the auditor’s report on the group;
- Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
- Resolution in respect of allocation of the company’s result according to the adopted balance sheet;
- Resolution in respect of the members of the board of directors’ and the CEO’s discharge from liability;
- Determination of the number of members of the board of directors as well as of the number of auditors;
- Determination of the fees payable to the members of the board of directors and the auditors;
- Election of members of the board of directors and auditors;
- Closing of the meeting.
The nomination committee’s proposed resolutions
The nomination committee consists of Anders Rodebjer (representing 20 North Street CO AB), Nils-Holger Olsson (representing Åke Sundvall Holding AB), Magnus Sörlander and the chairman of the board of directors (Per Carendi). The nomination committee has presented the following proposed resolutions in relation to items 1 and 10-12 in the proposed agenda.
The nomination committee has found no reason to present any proposal for the amendment of the principles for the appointment of and instructions concerning a nomination committee, adopted at the annual general meeting held on 30 May 2022 and applicable until otherwise decided by the general meeting. The principles are available at the company’s website.
Item 1. Election of chairman of the meeting
The nomination committee proposes Olof Reinholdsson (lawyer at Setterwalls Advokatbyrå AB) as chairman of the meeting.
Items 10-12. Election of and remuneration to the board of directors and auditors
The board of directors today consists of the following five (5) ordinary members without deputy members: Per Carendi (chairman), Ebba Fåhraeus, Christian Jørgensen, Peter Troija and Per Lindeberg. Ebba Fåhraeus has declined to be re-elected.
The nomination committee proposes that the board of directors shall consist of five (5) ordinary members without deputy members until the end of the next annual general meeting. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.
The nomination committee proposes that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to a total of SEK 1,200,000 out of which SEK 400,000 shall be paid to the chairman and SEK 200,000 to each of the other ordinary members.
The nomination committee proposes that the company’s auditor shall be paid in accordance with approved invoices.
Out of the current board members, Per Carendi, Christian Jørgensen , Peter Troija and Per Lindeberg are proposed to be re-elected until the end of the next annual general meeting. In addition, Emma Strömfelt is proposed to be new-elected as an ordinary board member until the end of the next annual general meeting. Furthermore, Per Carendi is proposed to be re-elected as chairman of the board of directors.
Information regarding the proposed board members’ principal education and work experience, any work performed for the company and any other significant professional commitments etc. will be kept available on the company’s website at www.coalalife.com.
The accounting firm PricewaterhouseCoopers AB is proposed to be re-elected as auditor for the period until the end of the next annual general meeting. The accounting firm has informed the company that Leonard Daun will remain as auditor-in-charge.
The board of directors’ proposed resolution
The board of directors of the company has presented the following proposed resolution in relation to item 8 in the proposed agenda.
Item 8. Resolution in respect of allocation of the company’s result according to the adopted balance sheet
The board of directors proposes that the company’s result shall be carried forward in new account and that no dividend shall be paid for the latest financial year.
Number of shares and votes in the company
At the time of issuance of this notice, there are in total 244,461,601 outstanding shares and the same number of votes in the company. The company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (205:551)) the board of directors and the CEO are under a duty to, if any shareholder so request and the board of directors deems that it can be made without material damage to the company, at the meeting provide information, regarding circumstances, which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Documentation
The financial accounts, auditor’s report, and other documents to be dealt with at the general meeting will be kept available at the company’s office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website www.coalalife.com.
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Stockholm, April 2023
The board of directors