Shareholders of Cloetta AB (publ), reg. no. 556308-8144, are hereby invited to attend the Annual General Meeting, to be held on Tuesday, 6 April 2021. Due to the Covid-19 pandemic, the meeting will be carried out only through advance voting pursuant to temporary legislation. It will not be possible to attend the meeting in person or by proxy.
A statement by the chairman of the board and the CEO, addressed to the shareholders of Cloetta, will be posted on the company’s website, www.cloetta.com, prior to the Annual General Meeting. The statement will be posted no later than 8 March 2021. The statements do not form part of the formal Annual General Meeting.
Right to attend the meeting
Shareholders who wish to participate in the Annual General Meeting shall be registered in the shareholders’ register maintained by Euroclear Sweden AB on Thursday 25 March 2021, and shall notify the company of their intention to attend the Annual General Meeting no later than on Thursday 1 April 2021 (the weekday before the Annual General Meeting) by casting their advance vote in accordance with the instructions under the heading Advance voting below, so that the advance voting form is received by Euroclear Sweden AB no later than on Thursday 1 April 2021.
Nominee-registered shares
Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear Sweden in order to be entitled to participate in the Annual General Meeting (so called voting registration). The shareholders’ register as of the record date on Thursday 25 March 2021 will include voting registrations made no later than Monday 29 March 2021. Therefore, shareholders should inform their nominees well in advance before this date.
Advance voting
Shareholders may exercise their voting rights at the meeting only by voting in advance, through so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions 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 Cloetta’s website, www.cloetta.com. The advance voting form is considered as the notification of participation at the meeting.
The completed voting form must be received by Euroclear Sweden AB, being the administrator of the forms for Cloetta, no later than Thursday 1 April 2021. The completed form shall be sent to Cloetta AB, “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to GeneralMeetingService@euroclear.com. If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at www.cloetta.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. 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.
Proposed agenda
- Election of the chairman of the meeting
- Drawing up and approval of voting list
- Approval of the agenda
- Election of two persons to verify the minutes
- Determination as to whether the Annual General Meeting has been duly convened
- Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated audit report, for the financial year 1 January – 31 December 2020
- Resolution on adoption of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet
- Resolution on disposition of the company’s earnings according to the approved balance sheet, and record day for any dividend
- Presentation of remuneration report for approval
- Resolution on discharge from personal liability of the directors and the CEO
- Resolution on the number of directors
- Resolution on remuneration to be paid to the directors and to the auditor
- Election of directors
- Election of chairman of the board
- Election of auditor
- Resolution regarding rules for the nomination committee
- Proposal regarding guidelines for remuneration to the executive management
- Proposal regarding
(A) long-term share-based incentive plan (LTI 2021) and
(B) transfer of B-shares in Cloetta AB (publ) under LTI 2021
- Resolution regarding authorisation for the Board of Directors to resolve upon repurchase and transfer of own B-shares
- Resolution on amendment of the articles of association
The notice in its full length is attached to this press release.
Contact
Nathalie Redmo, Head of IR and Communications, +46 766 96 59 40