Extraordinary General Meeting April 2021
At the request of Bwin Holdings (Malta) AB (“Bwin”), which, following its cash public tender offer to the shareholders of Enlabs AB (publ), Reg. No. 556685-0755 (“Enlabs”), holds more than 90 percent of the total number of shares and votes in Enlabs, the shareholders of Enlabs are hereby invited to the Extraordinary General Meeting (the “EGM”) on Friday, 16 April 2021. In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the EGM is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the EGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the EGM in the manner described below.
Right to participate and notification
Shareholders who wish to attend the EGM by advance voting:
must be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday, 8 April 2021, and
must notify their intention to attend the EGM no later than Thursday, 15 April 2021, by having submitted an advance voting form in accordance with the instructions in the section “Advance voting” below, so that the advance vote is received by Enlabs no later than that day. Please note that notification to the EGM can only be made by postal voting.
In order to be entitled to participate in the EGM, shareholders who have registered their shares in the name of a nominee must, in addition to notifying their intention to participate in the EGM, request that their shares be registered in their own name so that the shareholder is entered into the register of shareholders by Thursday, 8 April 2021. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in such time in advance as determined by the nominee. Voting right registrations completed by the nominee no later than on Monday, 12 April 2021, will be taken into account when preparing the shareholder register.
The shareholders may exercise their voting rights at the EGM only by voting in advance, 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 Enlabs’ website, www.enlabs.com. The advance voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by Enlabs no later than Thursday, 15 April 2021. The completed and signed form shall be sent to Enlabs AB (publ), ”Bolagsstämma”, Stora Gatan 46, SE-193 30 Sigtuna, Sweden. The completed form may alternatively be submitted by email and is then to be sent to [email protected]
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
If the shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder must be attached to the advance voting form. Form of proxy is available on Enlabs’ website, www.enlabs.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
- Election of the Chairman of the EGM
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination whether the EGM has been duly convened
- Determination of the number of board members and deputy board members
- Determination of the fees payable to the members of the Board of Directors
- Election of the members of the Board of Directors
- Election of the Chairman of the Board of Directors
Proposal for resolution under Item 1
The Board of Directors proposes that Patrik Marcelius is elected Chairman of the EGM or, to the extent he is prevented, the person that the Board of Directors appoints instead.
Proposal for resolution under Item 2
The Board of Directors proposes Camilla Maartmann or, to the extent she is prevented, the person appointed by the Board of Directors, as persons to verify the minutes. The assignment to verify the minutes also includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the EGM.
Proposal for resolution under Item 3
The voting list proposed to be approved is the voting list prepared by the company on behalf of the company, based on the shareholders’ register and advance votes received, and verified by the persons elected to verify the minutes.
Proposal for resolution under Item 6
Bwin proposes three board members without deputy members.
Proposal for resolution under Item 7
Bwin proposes that no fees should be paid to board members for the period up to the next Annual General Meeting.
Proposal for resolution under Item 8
Bwin proposes re-election of Niklas Braathen and new election of Paris Anatolitis and George Ustinov as board members.
Paris Anatolitis is Commercial Director, Digital, of Entain plc.
George Ustinov is Chief Executive Officer of Enlabs AB.
Proposal for resolution under Item 9
Bwin proposes new election of Paris Anatolitis as Chairman of the Board of Directors.
The shareholders’ right to require information
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Enlabs no later than ten days prior to the EGM, i.e. no later than 6 April 2021, to Enlabs (publ), ”Bolagsstämma”, Stora Gatan 46, SE-193 30 Sigtuna, Sweden, or by email to [email protected] The information is provided by being made available on Enlabs’ website, www.enlabs.com, and at Enlabs’ head office Stora Gatan 46, 193 30 Sigtuna, Sweden no later than five days prior to the EGM, i.e. no later than 11 April 2021. The information is also sent to shareholders who so request and provide its postal address or email.
At the time of the issue of this notice, the total number of shares and votes in the company amounts to 69,924,433.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Sigtuna, March 2021
The Board of Directors of Enlabs AB (publ)