The shareholders of Cell Impact AB (publ) (Nasdaq First North GM: CI B), reg. no. 556576-6655, are hereby invited to participate in the annual general meeting to be held on Thursday 21 April 2022, 14.00 hours (CET), at the premises of the Royal Swedish Academy of Engineering Sciences (IVA Konferenscenter), Grev Turegatan 16, Stockholm, Sweden. Registration from 13:15 hours (CET).
This is an unofficial translation of the original Swedish notice to the annual general meeting. In the event of any discrepancy between the versions, the Swedish version shall prevail.
The board of directors has decided that shareholders shall be able to exercise their voting rights at the annual general meeting also by postal voting in accordance with the company's articles of association. The shareholders may thus choose to exercise their voting rights at the meeting by physical participation, by proxy or by postal vote.
Registration and notification
Participation in the meeting room
Anyone wishing to attend the annual general meeting in the meeting room in person or by proxy:
Notification shall be made by either a digital form which will be available at the latest from Thursday 24 March 2022 on the company's website investor.cellimpact.com under the tab "Shareholder meetings", by post to Advokatfirman Wåhlin AB, att. Cell Impact, Engelbrektsgatan 7, 114 32 Stockholm, Sweden or via telephone: +46 73 906 58 70. In the notification, shareholders must state their name, address, telephone number and personal identity number (Swedish citizens only) or corporate identity number. The shareholder or its proxy may bring up to two advisors. The number of advisors shall be notified in the same way as the shareholder.
Shareholders who wish to exercise their voting right at the annual general meeting through proxy must issue a dated and signed power of attorney. The power of attorney, together with a registration certificate or corresponding authorization documents for owners who are legal persons, shall be sent to the company on the above address before the annual general meeting. A proxy form is available for download on the company's website investor.cellimpact.com under the tab "Shareholder meetings" and will be sent to shareholders who so request and state their postal address by phoning +46 73 906 58 70.
Participation by postal vote
Anyone wishing to attend the annual general meeting by postal vote, in person or by proxy:
For postal voting, a special form shall be used. Preferably a digital form shall be used, which will be available on the company's website investor.cellimpact.com under the tab "Shareholder meetings" at the latest from Thursday 24 March 2022, whereby voting is made electronically by BankID or other identification method. For shareholders who do not wish to vote by electronic postal vote, a physical form for postal voting will be available at the latest on Thursday 24 March 2022 and will be sent to shareholders who so request and state their postal address by phoning +46 73 906 58 70. The form is to be completed, signed and sent by post to the company on address Advokatfirman Wåhlin AB, att. Cell Impact, Engelbrektsgatan 7, 114 32 Stockholm, Sweden.
Anyone who wants to participate in the meeting room of the annual general meeting in person or by proxy must notify the company of their attendance in accordance with the instructions under the heading "Participation in the meeting room" above. This means that a notification of attendance by casting a postal vote only is not enough for those who want to participate in the meeting room.
Shareholders who wish to exercise their postal voting right by proxy must issue a dated and signed power of attorney. The power of attorney, together with a registration certificate or corresponding authorization documents for owners who are legal persons, must be attached to the postal vote. A proxy form is available for download on the company's website investor.cellimpact.com under the tab "Shareholder meetings" and will be sent to shareholders who so request and state their postal address by phoning +46 73 906 58 70.
Shares registered in the name of a custodian
Shareholders whose shares are registered in the name of a custodian must temporarily have their shares re-registered in their own names in order to have the right to participate in the annual general meeting. Shareholders must therefore, well in advance, contact the custodian in accordance with the custodian's routines and request such re-registration. A re-registration of shares made by the custodian no later than Wednesday 13 April 2022 will be taken into account when procuring the share register.
Proposed agenda
Section 2, election of the chairman of the general meeting
The nomination committee proposes that lawyer Anna-Maria Heidmark Green at Advokatfirman Wåhlin AB is elected as chairman of the general meeting.
Section 10, decision on the number of board members, auditors and any deputies to them
The nomination committee proposes that the board for the period until the end of the next annual general meeting consists of six ordinary board members without deputies.
The nomination committee proposes that the company for the period until the end of the next annual general meeting shall have one auditor without a deputy auditor.
Section 11, decision on remuneration to the board members and the auditor
The nomination committee proposes that board fees shall be paid in the unchanged amounts of SEK 300,000 to the chairman of the board and SEK 150,000 to each of the other board members elected by the general meeting. Furthermore, the board shall have the right to decide on renumeration to a board member of unchanged SEK 8,000 per day for performed consulting work that is not covered by customary board work.
The nomination committee proposes that remuneration to the auditor shall be paid on an ongoing basis in accordance with invoices approved by the company.
Section 12, election of board members, chairman, auditors and any deputies to them
The nomination committee proposes re-election of the current board members Robert Sobocki, Thomas Carlström, Anna Frick, Mattias Silfversparre and Mikael Eurenius for the period until the end of the next annual general meeting. The nomination committee proposes election of Lars Bergström as new board member for the period until the end of the next annual general meeting. Robert Sobocki is proposed to be re-elected as chairman of the board.
Information about the proposed new board member Lars Bergström:
Main occupation: Chairman of the board of Hyttbäcken Invest AB and board member of Ejendals Group AB.
Education: M.sc. Mechanical Engineering, KTH Royal Institute of Technology and MBA International Management, Uppsala University.
Other: Lars was born in 1958 and has 40 years of experience within the engineering industry including positions as Business Area Manager for ABB Robotics, CEO for KMT Group (public company), BE Group (public company) and Seco Tools (public company) and as CEO for Sandvik Machining Solutions AB and member of Sandviks' group management.
Information about the board member proposed for re-election can be found on the company's website investor.cellimpact.com.
The nomination committee proposes re-election of the registered auditing company PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has announced that if PricewaterhouseCoopers AB is elected, the authorized public accountant Gert-Ove Levinsson will be main responsible.
Section 13, election of members of the nomination committee and decision on guidelines for the nomination committee
The nomination committee proposes that the nomination committee for the period until the end of the next annual general meeting shall consist of three members and proposes re-election of Mattias Klintemar, the company's chairman of the board and Kjell Östergren as members for the period until the end of the next annual general meeting. Mattias Klintemar is proposed to be the chairman of the nomination committee. In the event that a member of the nomination committee resigns before its assignment is completed, the chairman of the nomination committee (or the company's chairman of the board in the event the chairman of the nomination committee resigns) shall contact the largest shareholder in terms of votes who has not already appointed a member and ask such shareholder to appoint a member. If this shareholder does not wish to appoint a member, the second largest is asked, etc. Changes in the composition of the nomination committee shall be posted on the company's website.
No remuneration shall be paid to the members of the renumeration committee. However, the nomination committee may charge the company for reasonable costs that arise in the nomination process.
The nomination committee shall prepare proposals for the following resolutions prior to the 2023 annual general meeting:
Section 14, decision on directed issue of warrants and approval of transfer of warrants (incentive program for senior executives and other co-workers)
The board of directors proposes that the general meeting resolves on a directed issue of warrants and approves of the transfer warrants as follows.
A. Issue of warrants
The board of directors proposes that the general meeting resolves on a directed issue of a maximum of 330,000 warrants, entailing an increase of the share capital - upon full exercise of the warrants - by a maximum of SEK 38,199.54. Each warrant entitles the holder to subscribe for one (1) class B share in the company. For the decision, the following conditions shall apply:
B. Approval of transfer of warrants
The board of directors proposes that the general meeting approves of the Subsidiary's transfer of warrants on the following terms.
Category |
Maximum number of warrants per person |
Maximum number of warrants per category |
CEO |
50 000 |
50 000 |
Other senior executives in the company |
30 000 |
180 000 |
Other co-workers (key employees) |
10 000 |
100 000 |
The detailed distribution of warrants and who shall be offered to acquire these shall be decided by the company's board of directors. If the board deems it appropriate, any remaining warrants in a category may be distributed between the co-workers in the category according to announced interest. The right to acquire warrants shall only accrue to Participants who at the end of the application period have not resigned or been terminated from employment or consulting assignment.
C. Further information about the warrant program
D. Authorizations and majority requirements
The board of directors proposes that the general meeting instructs the board of directors to execute the resolution in accordance with section A above and ensure that the board of directors of the Subsidiary implements the transfer of warrants in accordance with section B above.
Furthermore, the board proposes that the board, or the person appointed by the board, shall have the right to make minor changes to the annual general meeting's decision which may be required in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
The resolution of the general meeting in accordance with this section 14 requires, for its validity, that it is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
Section 15, decision on directed issue of warrants and on approval of transfer of warrants (incentive program for board members)
The company's shareholder Östersjöstiftelsen proposes that the general meeting resolves on a directed issue of warrants and approves of the transfer warrants as follows.
A. Issue of warrants
Östersjöstiftelsen proposes that the general meeting resolves on a directed issue of a maximum of 150,000 warrants, entailing an increase of the share capital - upon full exercise of the warrants - by a maximum of SEK 17,363.43. Each warrant entitles the holder to subscribe for one (1) class B share in the company. For the decision, the following conditions shall apply.
B. Approval of transfer of warrants
Östersjöstiftelsen proposes that the general meeting approves of the Subsidiary's transfer of warrants on the following terms.
C. Further information about the warrant program
D. Authorizations and majority requirements
Östersjöstiftelsen proposes that the general meeting instructs the board of directors to execute the resolution in accordance with section A above and ensure that the board of directors of the Subsidiary implements the transfer of warrants in accordance with section B above.
Furthermore, Östersjöstiftelsen proposes that the board, or the person appointed by the board, shall have the right to make minor changes to the general meeting's decision which may be required in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
The resolution of the general meeting in accordance with this section 15 requires, for its validity, that it is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
Section 16, decision on authorizing the board of directors to decide upon issue of shares, warrants and/or convertibles
The board proposes that the general meeting authorizes the board to decide upon the issue of shares, warrants and/or convertibles until the next annual general meeting and within the limits of the articles of association, on one or more occasions, with or without deviation from the shareholders' preferential rights. However, such decisions on issues may lead to an increase in the company's share capital by a maximum of 20 percent, calculated on the size of the share capital the first time the authorization is used. Issues may be made against cash payment, issue in kind and/or set-off, or otherwise be combined with conditions. Issues will be made in order to increase production capacity and build the organization to enable future growth. If the board of directors decides on a share issue with deviation from the shareholders' preferential rights, the issue shall be carried out on market terms.
Furthermore, the board proposes that the board, or the person appointed by the board, shall have the right to make minor changes to the general meeting's decision which may be required in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
Section 17, decision to amend the articles of association
The board of directors proposes that the general meeting resolves on the following amendments to Articles 4-5 of the articles of association, mainly due to the fact that all class A shares have been converted into class B shares at the request of its owners.
Current wording § 4:
§ 4 Share capital
The share capital shall be minimum SEK 4,440,000 and maximum SEK 17,760,000.
Proposed wording § 4:
§ 4 Share capital
The share capital shall be minimum SEK 8,640,000 and maximum SEK 34,560,000.
Current wording § 5:
§ 5 Number of shares, class of shares, etc.
The shares may be A-shares or B-shares. An A-share confers 1 vote and a B-share confers 1/10 vote. No more than 4,440,000 A-shares and no more than 143,560,000 B-shares may be issued. The minimum number of shares shall be 37,000,000 and the maximum number of shares shall be 148,000,000.
At the request of its holders, shares in class A shall be converted to shares in class B. Requests for conversion, which shall be in writing and state the number of shares to be converted, shall be submitted to the company. The company shall notify the Swedish Companies Registration Office of the conversion without delay. The conversion is complete when it has been registered and a note has been made in the CSD register.
If the company resolves to issue new class A and class B shares in a cash issue or offset issue, holders of class A and class B shares shall have a preferential right to subscribe for new shares in the same class, in proportion to the number of shares previously held by the shareholder (primary preferential right). Shares that are not subscribed for pursuant to a primary preferential right shall be offered to all shareholders (subsidiary preferential right). If the shares offered in this manner are insufficient for the subscriptions made based on subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares previously held by them and insofar as this cannot be done, by the drawing of lots.
If the company resolves to issue either class A shares or class B shares in a cash issue or offset issue, all shareholders, regardless of whether their shares belong to class A or class B, shall have a preferential right to subscribe for new shares in proportion to the number of shares previously held by them.
If the company decides to issue warrants or convertibles by way of a cash issue or offset issue, the shareholders shall have a preferential right to subscribe for warrants as if the issue involved the shares that may be subscribed for according to the warrant, or a preferential right to subscribe for convertibles as if the issue involved the shares with which the convertibles may be replaced.
The statements above shall not limit the ability to resolve on a cash issue or offset issue that entails a deviation from the shareholders' preferential rights.
If the share capital is increased by way of a bonus issue, new shares in each class shall be issued in proportion to the number of shares of the same class already in issue. If this occurs, old shares in a certain share class shall confer a right to new shares in the same share class. The above statement shall not limit the ability to issue a new class of shares in a bonus issue, provided the requisite amendments are first made to the Articles of Association.
Proposed wording § 5:
§ 5 Number of shares
The number of shares shall be minimum 72,000,000 and maximum 288,000,000.
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Furthermore, the board proposes that the board, or the person appointed by the board, shall have the right to make minor changes to the general meeting's decision which may be required in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
Shareholders' right to receive information
At the annual general meeting the shareholders have the right to, if the board of directors considers that this can be done without significant damage to the company, receive information about any circumstances that may affect the assessment of a matter in the agenda or the company's financial situation (i.e., the right to question as stated in chapter 7 section 32 and 57 of the Swedish Companies Act).
Special majority requirements
Decisions in accordance with section 14 and 15 require that they are supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting. A decision in accordance with section 16 and 17 require that they are supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
Complete proposals and available documents
The proposals for decisions pursuant to section 2 and 10-17 on the agenda are complete together with the terms of the warrants referred to in section 14 and 15 on the agenda. The terms of the warrants will be available at the company from Thursday 24 March 2022 and will be sent by post to the shareholders who so request and state their postal address by phoning +46 73 906 58 70.
The annual report (including the board's proposal on disposition of the company's results) and the auditor's report for 2021 will be available at the company and on the company's website investor.cellimpact.com from Friday 25 March 2022 and will sent by post to the shareholders who so request and state their postal address by phoning +46 73 906 58 70.
Shares and votes
At the time of this notice, the total number of shares and votes in the company amount to the following. The total number of class A shares is 0 with a voting value of 1, corresponding to 0 votes, and the total number of class B shares is 75,654,428 with a voting value of 1/10, corresponding to 7,565,442.8 votes. Thus, there are a total of 75,654,428 shares and a total number of 7,565,442.8 votes in the company.
Processing of personal data
Cell Impact AB (publ), reg. no 556576-6655, registered in Karlskoga, is the controller of the processing of personal data performed by the company or its service providers in connection with the annual general meeting. For information on how personal data is processed, please see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
March 2022
Cell Impact AB (publ)
Board of directors
About Cell Impact
Cell Impact AB (publ) is a global supplier of advanced flow plates to fuel cell manufacturers. The company has developed and patented a unique method for high-velocity forming, Cell Impact Forming™, which makes it possible to produce flow plates with more advanced designs, which in turn creates more cost and energy-efficient fuel cells compared to conventional forming methods.
The Cell Impact share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company's Certified Advisor (CA). Contact info: +46 8-528 00 399 or info@fnca.se.
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