The shareholders of Cheffelo AB (publ), reg. no. 559021-1263 (“Cheffelo” or the “Company”), are hereby given notice to attend the annual general meeting to be held on Wednesday, April 24, 2024 at 15.00 pm at Convendum, Vasagatan 14A, 172 61 Sundbyberg, Sweden. The convention hall opens for registration to the annual general meeting at 14.15 pm. (NOTE, previously planned to take place on April 25)
Participation
Shareholders are entitled to participate in the annual general meeting if they:
are entered in the share register maintained by Euroclear Sweden AB on 16 April 2024;
and have notified the Company at the latest on 18 April 2024 in one of the following ways:
- by email to ir@cheffelo.com; or
- in writing to: Cheffelo AB (publ), Att. Erik Bergman Löfströms Allé 5, 172 66 Sundbyberg.
The notification must include the shareholder’s name, personal ID number or company registration number, address, telephone number, and any potential assistants. Shareholders represented by proxy should submit proxy forms well in advance of the meeting.
The personal data obtained from the share register maintained by Euroclear Sweden AB, the notification of participation at the annual general meeting and the information regarding proxies and assistants will be used for registration, preparation of the voting register for the annual general meeting and, where applicable, minutes from the annual general meeting. The personal data will only be used for the annual general meeting 2024. For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Nominee registered shares
In order to be entitled to participate at the annual general meeting, shareholders whose shares are registered in the name of a nominee through a bank or other nominee must re-register their shares in their own names. Such voting registration, which may be temporary, must be duly effectuated no later than four banking days before the general meeting, i.e. on Thursday 18 April 2024 to be considered in preparations of the share register. Shareholders should inform their nominees well in advance of this date.
Proxies, etc.
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy holder or, if the right to represent the shareholder’s shares is divided between different persons, the proxy holders stating the number of shares represented by each proxy holder. The power of attorney is valid for a maximum of one year after being signed, or during the longer valid time stated in the power of attorney, thus for a maximum of five years. If the power of attorney is issued by a legal person, an authorised copy of the registration certificate or similar should be attached, proving the authority of the issuer of the power of attorney to sign on behalf of the legal person. A copy of the power of attorney and a certificate of registration, if applicable, should in ample time before the meeting be sent to the Company by post or by email on the addresses stated above. A template power of attorney is available at the Company’s website, www.cheffelo.com and will, free of charge, be sent to the shareholders who request the Company to do so and state their postal address.
Shareholders’ right to request information
The board of directors and the CEO shall, upon request by any shareholder and where the board of directors deems it possible without causing significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position, or of the Company’s relationship to other group companies.
Proposed agenda
- Opening of the meeting.
- Election of the chairman of the meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor’s report, as well as the consolidated financial statements and the auditor’s report on the consolidated statements.
- Resolution regarding adoption of the income statement and balance sheet, as well as the consolidated income statement and the consolidated balance sheet.
- Resolution regarding allocation of the Company’s profits in accordance with the approved balance sheet.
- Resolution regarding discharge from liability the board members and the CEO.
- Determination of fees to be paid to the board members and to auditors.
- Election of board members and auditors.
- Closing of the annual general meeting.
Item 2 – Election of chair of the general meeting.
The nomination committee proposes the election of the chairman of the board of directors Mathias Hedlund as chairman of the annual general meeting.
Item 9 – Resolution to allocate the Company’s profit in accordance with the approved balance sheet.
The board of directors proposes that of unappropriated earnings of SEK 485.4544,975 a dividend of SEK 1.78 per share shall be paid, corresponding to a total amount of SEK 22,567,894. The record date of the dividend is proposed to be the 26 April 2024 and the day of payment 2 May 2024.
Item 11 – Determination of fees for the board members and auditors.
The nomination committee proposes the following fees to the board members and auditors:
- A fee to each of the board members by SEK 200,000 and a fee to the chairman of the board by SEK 500,000.
- A fee to the auditor shall be in accordance with approved invoices.
Item 12 – Election of board members and auditors.
The nomination committee proposes the following:
- The number of ordinary board members shall be five (5).
- The number of auditors shall be one (1).
- Re-election of board members for the time until the next annual general meeting:
a. Charlotte Gogstad (board member since 2021);
b. Petter von Hedenberg (board member since 2023);
c. Johan Kleberg (board member since 2022);
d. Olle Qvarnström (board member since 2023); and
e. Therese Reuterswärd (board member since 2021). - Election of the chairman of the board for the time until the next annual general meeting:
a. Petter von Hedenberg.
- Re-election of the registered auditing firm for the time until the next annual general meeting, in accordance with the nominations committee:
a. KPMG AB.
Should the annual general meeting confirm the nomination committee’s proposal and elect KPMG AB as auditing firm, KPMG AB has informed that the registered auditor Fredrik Westin is appointed as auditor in charge.
Other information
Shares and voting rights
The Company’s shares amount to 12,678,592 shares, corresponding to 12,678,592 votes.
Further information
The nomination committee’s complete proposals and thereto attached statements are available at the Company’s office and on the Company’s website, www.cheffelo.com, and will be sent free of charge to the shareholders that so requests and state their postal address. Accounting documents and the auditor’s report, as well as the board of directors’ complete proposals will be made available at the Company and on the Company’s website no later than on 4 April 2024, and will, as a consequence, be sent free of charge to shareholders that so requests and state their postal address.
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Sundbyberg, March 2024
Cheffelo AB (publ)
The board of directors
