Notice to attend the extraordinary general meeting in GET Group AB (publ)
GET Group AB
The shareholders in GET Group AB (publ), Reg. Nr. 556994-2930, (the "Company"), with its registered office in Gothenburg, are hereby invited to an extraordinary general meeting ("EGM") on Friday 17 December 2021.
INFORMATION RELATED TO COVID-19
The Company is mindful of the health and well-being of its shareholders and employees. As regard to the extraordinary situation that prevails as a result of Covid-19, the board of directors has decided that the EGM will be carried out without physical attendance and that the shareholders voting rights can be exercised only through advance voting (postal voting) before the EGM, pursuant to the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations and according to the instructions included in this notice. Information about the resolutions adopted at the EGM will be published on the same day as the EGM as soon as the outcome of the vote is finally compiled.
NOTIFICATON OF ADVANCE VOTING ETC.
Shareholders who wish to participate at the EGM through advance voting shall:
- be entered in the share register maintained by Euroclear Sweden AB on Thursday 9 December 2021 (for nominee-registered shares, see also "Nominee registered shares" below), and
- give notice of their intention to participate in the EGM by casting its advance votes in accordance with the instructions under "Advance voting" below, so that the advance voting form is received by the Company no later than Thursday 16 December 2021.
Information delivered upon notice to attend will be processed and used only for the EGM. See below for further information on processing of personal data.
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to submit its advance vote. Such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Thursday 9 December 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee's routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Monday 13 December 2021 will be taken into account in the preparation of the share register.
Shareholders may exercise their voting rights at the EGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on temporary exemptions 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 www.getgroup.se. The advance voting form is considered as the notification of attendance to the EGM.
The completed voting form must be received by the Company no later than on Thursday 16 December 2021. The completed and signed form shall be sent to: GET Group AB (publ), c/o Mcon AB, Södra Larmgatan 4, SE-411 16 Gothenburg, Sweden. A completed form may also be submitted by e-mail and is to be sent to email@example.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with, or attached to, the form. The same applies if the shareholder votes in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
Forms for shareholders who wish to vote in advance by proxy will be available on the Company's website, www.getgroup.se.
- Election of a chairman at the meeting
- Election of one or two persons to approve the minutes of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Determination of the number of board members and deputy board members
- Election of new board members and new chairman of the board of directors
- Morten Groven (new board member)
- Odd Aarhus (new board member)
- Henrik Falck (new board member)
- Steven Royce (new chairman of the board of directors)
- Determination of remuneration to the board of directors
- Closing of the meeting
The board of directors' proposals
Election of a chairman at the meeting (item 1)
The board of directors proposes that Anders Strid, lawyer at Advokatfirman Vinge, or, if he has an impediment to attend, the person proposed by the board of directors, is appointed chairman of the EGM.
Election of one or two persons to approve the minutes of the meeting (item 2)
The board of directors proposes that Jakob Benzow, or, if he has an impediment to attend, the person or persons proposed by the board of directors, is/are appointed to approve the minutes together with the chairman. The assignment to approve the minutes at the EGM also includes verifying the voting list and that the received advance votes are correctly presented in the minutes.
Preparation and approval of the voting list (item 3)
The voting list proposed to be approved is the voting list prepared by the Company, based on the shareholders' register for the general meeting and the advance votes received, and as verified by the persons elected to approve the minutes.
Determination of the number of board members and deputy board members (item 6)
The board of directors proposes that the board of directors shall consist of five members without any deputy members.
Election of new board members and new chairman of the board of directors (items 7a - 7d)
At the annual general meeting held on 30 June 2021, it was resolved to re-elect Reidar Michaelsen, Nicolas Brun-Lie and Steven Royce as members of the board of directors for the period until the next annual general meeting. It was further resolved not to re-elect Morten Revill and Bjarne Eggsbø as board members. Nicolas Brun-Lie has announced that he will resign as board member in connection with the extraordinary general meeting due to personal reasons. Reidar Michaelsen has announced that he will resign as chairman of the board of directors but will remain a board member for the period until the next annual general meeting. The board of directors now proposes that Morten Groven, Odd Aarhus and Henrik Falck are elected as new board members for the period until the next annual general meeting to serve alongside Reidar Michaelsen and Steven Royce who were re-elected at the annual general meeting held on 30 June 2021. The board of directors further proposes that Steven Royce is elected as new chairman of the board of directors for the period until the next annual general meeting.
Morten Groven, born in 1964, has a Bachelor of Science in Business Administration and Management from BI Norwegian Business School. Morten is an asset manager and financial advisor with over 30 years of experience in global financial markets with focus on the European and Scandinavian markets. Morten has over a decade of experience in trading and managing equities as a portfolio manager with a broad and in-depth knowledge of the financial markets ranging from trading equities and derivatives, to venture capital formation and advisement on large company transactions and initial public offerings.
Odd Aarhus, born in 1960, has a Bachelor of Science degree in Economy and Shipping from University of Agder. Odd is an investor, corporate advisor and consultant to a variety of businesses. Odd is an experienced board member in multiple sectors including financial services, fish-farming and high-tech companies. Odd is also an experienced trader and equity manager in Scandinavia and London with wide experience from early-stage growth businesses.
Henrik Falck, born in 1956, has a Bachelor of Science degree in Business from University of Lausanne (HEC), Switzerland. Henrik is a business visionary and an experienced project manager with many years of experience in international shipping. Henrik was the founder of the first private ship broking firm in Russia and was part owner and operator of a fleet of 18 vessels sailing the Russian rivers. Henrik also headed Wilh. Wilhemsen's port operations in Russia and the Baltics and is currently the CEO of Tschudi Bio Company AS. Henrik was the chairman of Rock Energy during 2019-2020.
Information regarding Steven Royce's background and experience can be found at the Company's website https://getgroup.se/governance/.
Determination of remuneration to the board of directors (item 8)
The board of directors proposes that, in accordance with the resolution adopted by the annual general meeting held on 30 June 2021, no remuneration shall be disbursed to the board of directors.
Number of shares and votes
Per the date of this notice the total number of shares and votes in the Company amounts to 914,379,665. The Company does not hold any treasury shares.
The proposal for resolution pursuant to the above is fully formulated in the convening notice.
Information at the EGM
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information prior to the EGM on matters that may affect the assessment of an item on the agenda. A request for such information shall be sent by post to GET Group AB (publ), c/o Mcon, Södra Larmgatan 4, SE-411 16, Gothenburg, Sweden or by e-mail to firstname.lastname@example.org no later than Tuesday 7 December 2021. The information will be made available at the Company's premises and on www.getgroup.se, on Sunday 12 December 2021 at the latest. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, November 2021
Net Trading Group NTG AB (publ)
The board of directors
For further information on the Company, please contact: email@example.com
The information was submitted, through the care of the contact person below, for publication at 23:00 CET on 26 November 2021.
GET Group AB (publ) (ticker symbol: GETG) is an investment company focused on energy and sustainability. We are creating the world’s most compelling listed ESG company, by owning and financing the unique technology companies that are committed to energy production and energy saving. Our mission is to actively contribute to the world’s transition to sustainable energy.
GET Group AB (publ), c/o Mcon AB, Södra Larmgatan 4, SE-411 16 Göteborg