Notice of Annual General Meeting
Shareholders who wish to attend the General Meeting shall:
partly be included in the share register kept by Euroclear Sweden AB no later than Thursday, May 16, 2019,
partly register with the Company for participation at the Annual General Meeting under the address ENLABS AB, Att: ”Bolagsstämma”, Stora Gatan 46,193 30 Sigtuna, or via email to [email protected] The notification must be received by the Company no later than Thursday, May 16, 2019.
The application must include the name, personal / organizational number, shareholding, address, daytime telephone number, and, if applicable, information on deputies, representatives and / or assistants. In addition to the notification, complete authorization documents, such as registration certificates or equivalent, should be attached to the notification.
Shareholders, who have allowed a trustee to register their shares with a bank or trustee must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to attend the Annual General Meeting. Shareholders who wish for such re-registration must notify their trustee in good time before Thursday, May 16, 2019, when such re-registration must be completed.
Shareholders represented by an agent shall issue a written, dated power of attorney for the representative. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or equivalent, for the legal entity shall be attached. The authorization and registration certificate may not be older than one year per day for the general meeting. The original authorization and any registration certificate should be sent by letter to the Company well in advance of the meeting at the address given above. A power of attorney form is kept available on the Company website, www.enlabs.se, and can also be obtained by mail to shareholders who contact the Company and state the address where the shareholder wishes to have the power of attorney form sent.
Number of shares and votes
At the time of this notice, the total number of shares and votes in the Company amounts to 62,610,381. The company has no own shares.
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Approval of agenda.
5. Election of one or two minutes checker.
6. Assessment of whether the meeting has been duly convened.
7. Presentation of the published annual report and audit report, as well as of consolidated accounts and group audit report. In connection with this, the CEO's account of the business.
8. Decision on:
a) Establishment of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.
b) Disposition of the Company's earnings according to the established balance sheet.
c) Discharge for board members and the CEO.
9. Decision of the number of Board members and deputy members.
10. Decision of fees for the Board and auditors.
11. Election of Board and Chairman of the Board.
12. Election of auditors and deputy auditors.
13. Proposal for a decision authorizing the Board to decide on the issue of shares.
14. Closing of the Meeting.
Item 8b - Decision on disposition of the company's earnings according to the established balance sheet
The Board of Directors proposes to the Annual General Meeting to dispose of the company's results according to the Board's proposal in the annual report, that is, the year's loss of EUR 27 thousand in the Parent Company is capitalized on a new account. Retained earnings in the parent company then amount to EUR 14,444 thousand. The Board also proposes that no dividend be paid for the financial year 2018.
Items 9-12 - Decision of the number of board members and deputy board members, decision of remuneration for the board and auditors, election of the board and chairman of the board, and election of auditor
The Company's Nomination Committee proposes that:
The Board of Directors shall consist of five (5) members without deputies;
Remuneration to the Board members elected by the Meeting who do not receive salary from the Company, until the end of the next Annual General Meeting, shall be SEK 400,000 to the Chairman of the Board and SEK 200,000 to each other Board member;
Remuneration to the Board members, in addition to the board remuneration, who are members of the Audit Committee and who do not receive salary from the Company shall be SEK 50,000 to the Chairman of the Committee and SEK 35,000 to each other Board member included in the Committee;
Remuneration to the members, in addition to the board remuneration, of the Board of Directors who are members of the Remuneration Committee and who do not receive salary from the Company shall be SEK 50,000 to the Chairman of the Committee and SEK 35,000 to each other Board member who is a member of the Committee;
Remuneration to the Company's auditor shall be paid according to current account according to customary charging standards;
Ordinary board members, Niklas Braathen, Staffan Dahl, Christian Haupt, Ludwig Pettersson, Peter Åström shall be re-elected and that Niklas Braathen shall be re-elected as the Chairman of the Board;
PricewaterhouseCoopers AB, with authorized auditor Niklas Renström, is re-elected as auditing firm for the period until the end of the next AGM.
Item 13 - Proposal for a decision authorizing the Board to decide on the issue of shares.
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next Annual General Meeting, to decide on an increase of the Company's share capital with a maximum of SEK 4,340,930 (418,738 Euro) through a new share issue of a total of no more than 20,000,000 shares, meaning a dilution of approximately 24.2 percent of the registered share capital at the time of the AGM. The new shares shall be issued at a market-based subscription price, subject to market-based issue discount. If applicable, payment for the shares shall, in addition to cash payment, be made in kind or through set-off or otherwise with terms. It is proposed that the Board of Directors, or appointed by the Board of Directors, gets entitled to make the minor changes to the above decision which may be caused by registration thereof with the Swedish Companies Registration Office or Euroclear. The reasons why the Board may decide on an issue with deviation from the shareholders' preferential right is to enable targeted new share issue to primarily institutional and / or other strategic investors, with the aim of enabling any company acquisitions, and to enable offsetting of any liabilities.
For a valid decision in accordance with the Board's proposal, the proposal shall be assisted by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Accounting documents, audit report and other documents in accordance with the Swedish Companies Act (2005: 551), will be available at the Company's office, Stora Gatan 46,193 30 Sigtuna, no later than May 9, 2019. The documents will be available on the Company's website, www.enlabs.se.
Copies of the above documents are sent free of charge to those shareholders who so request and state their postal address.
Shareholders present at the Annual General Meeting have the right to request information regarding matters on the agenda or the Company's and the Group's financial situation in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005: 551).
Sigtuna in April 2019
Board of Directors
ENLABS AB (Publ) Stora Gatan 46, 193 30 Sigtuna
+46 18 346090
ENLABS stands for Entertainment Laboratories. We are a company that creates entertainment through innovative thinking within three business areas: Brands, Media and Solutions. The corporate group has offices in Tallinn, Riga, Vilnius, Malta, Marbella and Stockholm. The operating subsidiaries hold national licenses for their operations and the Group employs approximately 190 employees. ENLABS AB is listed on Nasdaq First North in Stockholm. The company's Certified Adviser is Redeye, +46 (0) 8 121 576 90, [email protected]
This information was published 12.30 on April 23, 2019.
For more information, visit enlabs.se