The shareholders in Ranplan Group AB, reg. no. 559152-5315, are hereby given notice to attend the annual general meeting at 4:00 p.m. on Friday 3 May 2024 at its offices on Riddargatan 18 in Stockholm, Sweden. Registration for the meeting commences at 3:30 p.m.
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Thursday 25 April 2024; and
(ii) notify the company of their attendance and any assistant no later than Friday 26 April 2024. Notification can be made via letter to Ranplan Group AB, Riddargatan 18, S-114 51 Stockholm, Sweden or by e-mail to joyce.wu@ranplanwireless.com
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Monday 29 April 2024, at which time the register entry must have been made.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website www.ranplanwireless.com.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Presentation by the CEO;
- Submission of the annual report and the auditor’s report as well as of the consolidated financial statements and the auditor’s report for the group;
- Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
- Resolution in respect of allocation of the company’s profits or losses according to the adopted balance sheet;
- Resolution in respect of the members of the board of directors’ and the CEO’s discharge from liability;
- Determination of the number of members of the board of directors as well as of the number of auditors;
- Determination of the fees payable to the members of the board of directors and the auditors;
- Election of members of the board of directors and auditors;
- Resolution on principles for and instructions to a nomination committee;
- Resolution to amend the articles of association (paragraphs 4 and 5).
- Resolution on an authorisation for the board of directors to increase the share capital;
- Closing of the meeting.
Proposed resolutions presented by the nomination committee
The nomination committee is composed of the chairman of the board of directors (Tomas Isaksson), Jie Zhang, Joyce Wu, Jens Larsson and Per Lindberg (chairman). The nomination committee has presented the following proposed resolutions in relation to items 11-14 in the proposed agenda.
Items 11-13. Election of and remuneration to the board of directors and auditors
The board of directors today consists of the following four (4) ordinary members without deputy members: Tomas Isaksson (chairman), Jie Zhang, Wendy Yang, and Jon Ullmark. It is proposed that the board of directors shall consist of three (3) ordinary members without deputy members until the end of the next annual general meeting. It is proposed that Joyce Wu be newly elected as chairman and that Jon Ullmark be re-elected and that Jan Häglund be newly elected as ordinary members for this period. Tomas Isaksson, Wen Yang, and Jie Zhang have declined re-election. It is proposed that a registered accounting firm shall be elected as auditor.
It is proposed that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to SEK 550,000, of which SEK 250,000 shall be paid to the chairman and SEK 150,000 to each of the other ordinary members that are not receiving salary from the group and/or not abstaining from receiving compensation.
It is proposed that the company’s auditor shall be paid in accordance with approved invoices.
More information regarding the proposed board members’ principal education and work experience, any work performed for the company and any other significant professional commitments etc. is to be found on the company’s website at www.ranplanwireless.com.
The nomination committee intends to propose an auditor at the AGM.
Item 14. Resolution on principles for the appointment of and instructions to a nomination committee
At an extraordinary general meeting held on 17 April 2018, it was resolved to adopt principles for the appointment of and instructions to a nomination committee in accordance with the below. The nomination committee proposes that the principles already adopted shall continue to apply until the general meeting decides otherwise.
The nomination committee shall consist of the chairman of the board of directors and three members appointed by the three largest shareholders by votes at the end of the third quarter each year. The chairman of the board shall annually contact the shareholders who are entitled to appoint a member. Should any of the entitled shareholders waive their right to appoint a member to the nomination committee, the right is to be transferred to the fourth largest shareholder by votes, and so on. However, no more than five additional shareholders need be contacted, unless the chairman of the board finds that there are special reasons for doing so. When a shareholder is contacted with a request to appoint a representative of the nomination committee, the chairman of the board shall set out the requisite rules of procedure, such as the last date of response, etc.
The names of the members of the nomination committee and the names of the shareholders appointing members shall be made public at the company’s website no later than six months prior to the annual general meeting. The nomination committee is to appoint a chairman among its members. The chairman of the board shall not be the chairman of the nomination committee. Should a member resign before the work of the nomination committee is concluded, and if deemed appropriate by the nomination committee, a replacement member shall be appointed by the shareholder that appointed the member who resigned, or, if that shareholder no longer represents one of the three largest shareholders by votes, by the shareholder representing such group. If a shareholder who has appointed a certain member has substantially decreased its shareholding in the company, and the nomination committee does not deem it inappropriate in view of a potential need of continuity prior to an impending general meeting, the member shall resign from the nomination committee and the nomination committee shall offer the largest shareholder who has not yet appointed a member of the nomination committee to appoint a new member.
The nomination committee shall further be composed and perform such tasks that from time to time are stated in the Swedish Corporate Governance Code. The members of the nomination committee shall not receive remuneration from the company. Any costs incurred in connection with the work of the nomination committee shall be paid by the company, provided that they have been approved by the chairman of the board.
Proposed resolutions presented by the board of directors
The board of directors of the company has presented the following proposed resolutions in relation to items 9, 15 and 16 in the proposed agenda.
Item 9. Allocation of the company’s profits or losses
The board of directors proposes that the company’s available funds shall be carried forward in new account and that no dividend shall be paid for the financial year 2023.
Item 15. Resolution to amend the articles of association (paras. 4 and 5)
The Board of Directors proposes that paragraphs 4 and 5 of the articles of association be amended as follows:
Current wording
Paragraph 4 Share Capital
The company’s share capital shall not be less than SEK 500,000 and not more than SEK 2,000,000.
Paragraph 5 Shares
The company shall have not less than 12,500,000 shares and not more than 50,000,000 shares.
New wording
Paragraph 4 Share Capital
The company’s share capital shall not be less than SEK 500,000 and not more than SEK 4,000,000.
Paragraph 5 Shares
The company shall have not less than 12,500,000 shares and not more than 100,000,000 shares.
A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of the shares represented at the meeting.
Item 16. Resolution on an authorisation for the board of directors to increase the share capital
The board of directors proposes that the general meeting resolve on an authorisation for the board of directors to – during the period until the next annual general meeting and on one or more occasions – resolve upon issuance of new shares with or without shareholders’ preferential rights. Payment shall be made in cash or by a non-cash property, set-off or otherwise with conditions. The company’s share capital may by support of the authorisation be increased by an amount of not more than SEK 753,891.84 corresponding to not more than 18,847,296 new shares (i.e. corresponding to approximately 40% of the share capital and number of shares/votes in the company as of today and with a possible dilutive effect of approximately 28.6%). Deviation from the shareholders’ preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions. In the event of deviation from the shareholders’ preferential rights, the starting point for the issue price shall be the prevailing market conditions at the time the shares are issued taking into account marketable discount and employees and members of the board of directors shall not be allowed to participate. The chairman of the board of directors, the CEO, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of the shares represented at the meeting.
Number of shares and votes in the company
The total number of shares in the company at the time of issuance of this notice is 47,118,242 with 1,895,000 warrants (strike price SEK 20.60) outstanding. The company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Documentation
The financial accounts, auditor’s report, complete proposals and other documents to be dealt with at the general meeting will be kept available at the company’s office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available no later than the aforementioned date on the company’s website www.ranplanwireless.com. All the above mentioned documents will also be presented at the general meeting.
The board of directors
The information was submitted for publication, through the agency of the contact person, on 3 April 2024.
