Shareholders of
Shareholders who wish to attend the Annual General Meeting must be entered in the share register kept by
Shareholders whose shares are in a custody account, through a bank, broker or other nominee, must request the re-registration of their shares in their own names in the share register in order to be entitled to attend the general meeting (registration for voting rights). Such registration may be temporary and must be duly effected with
If a shareholder is to be represented by proxy, the shareholder must issue a dated power of attorney to the proxy. The power of attorney may not be issued earlier than one year before the date of the annual general meeting, unless a longer validity period is specified in the power of attorney, but no longer than five years from the issuance. The original of the power of attorney must be submitted to the Company, to the address above, well in advance of the AGM. Shareholders wishing to be represented by proxy can obtain a form for power of attorney through the Company. A form for power of attorney is also available on the Company's website, www.insplorion.com/en/investors/annual-general-meeting-2024. Proxies representing a legal person must attach a copy of the certificate of registration or other appropriate document.
Agenda of the Annual General Meeting in accordance with the Articles of Association
- Election of the Chairman of the general meeting
- Establishment and approval of the list of voters
- Presentation and approval of the agenda
- Appointment of one or two persons to countersign the minutes
- Determination of whether the Annual General Meeting has been duly convened
- Presentation of the annual accounts and the auditor’s report, and, when applicable, of the consolidated accounts and auditor’s report
- Resolutions
a. On approval of the income statement and balance sheet, and, when applicable, of the consolidated income statement and consolidated balance sheet
b. On allocations in respect of profit or loss according to the approved balance sheet
c. on discharge from liability for the board members and the CEO - Determination of remuneration to the board members and the auditor
- Election of board members and auditors
- Resolution on the Nomination Committee for the Annual
General Meeting 2025 - Resolution on authorization for the Board of Directors
- Closing of the general meeting
The annual report will be published on the Company's website, www.insplorion.com/en/investors/annual-general-meeting-2024, no later than three weeks prior to the Annual General Meeting, and will be sent to shareholders upon request.
Proposed resolutions for items 1, 7 b and 8-11 of the agenda. Proposed resolutions for items 1, 8-10 are provided by the Nomination Committee, consisting of
1. It is proposed that Chairman of the board
7.b) The Board of Directors proposes that no dividend be paid
8. It is proposed that a fee of
9. The Nomination Committee proposes that
The nomination committee proposes re-election of the audit company
10. The chairman of the board shall, as soon as the registered ownership relationships in the Company as of
11. The board of directors proposes that the general meeting authorizes the board to, on one or more occasions, during the period until the next annual general meeting, with or without preferential rights for the shareholders, decide on issue of shares, issue of convertibles and warrants. The issuance decision must be made against cash payment and/or with a provision for in-kind or set-off or that subscription must be made under other conditions. The reason why the board must be able to decide on an issue with a deviation from the shareholder's pre-emptive right and/or with a provision for in-kind and set-off issue or else with conditions as above is that the company must be able to issue shares, warrants and/or convertibles in connection with the acquisition of companies or movements, as well as being able to carry out targeted issues with the aim of acquiring capital for the company. Issuance may take place of the equivalent of a total of no more than 25 percent of the company's share capital at the time the authorization is used. The board or the appointed party is authorized to make the minor adjustments required for the registration of the decision at the Swedish Companies Registration Office.
For a decision to be valid according to this point, it is required that the decision be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the annual general meeting.
Shares and votes
As of
Information at the Annual General Meeting
The Board of Directors and the Managing Director shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda and on circumstances which may affect the assessment of the Company's financial position. Those wishing to submit questions in advance may do so by email at bolagsstamma@insplorion.com.
Processing of personal data
For information about the processing of your personal data in connection with the Annual General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
The Board of Directors
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