The shareholders of Solid Försäkringsaktiebolag (publ) are hereby invited to the extraordinary general meeting on Thursday, 29 September 2022. The Board has resolved, in accordance with temporary legislation, that the meeting is to be held without the physical presence of shareholders, proxies, or external parties and that the exercise of voting rights may only take place via post before the meeting. Information about the meeting’s resolutions will be published on 29 September 2022 as soon as the outcome of the postal voting has been finalized.
NOTICE ETC
Shareholders who wish to attend the meeting shall
- be entered in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Wednesday, 21 September 2022 (the “Record Date”), and
- give notice of their attendance by submitting their postal vote according to the instructions under the heading “Postal voting” below in such a way that Euroclear Sweden AB has received the postal vote no later than Wednesday, 28 September 2022.
Note that notice of attendance at the meeting can only be made using postal voting.
NOMINEE-REGISTERED SHARES
Shareholders who have nominee-registered shares through the bank or another nominee, for example shares in a custody account, must – aside from giving notice by submitting their postal vote – request that the shares be temporarily re-registered in their own name so that the shareholder is entered in the share register maintained by Euroclear as per the Record Date of 21 September 2022. Such registration may be temporary (so-called voting right registration) and may be requested from the nominee in accordance with the nominee’s procedures at a time in advance as determined by the nominee.
Voting rights that have been requested by shareholders in such a time that registration has been completed by the nominee by Friday, 23 September 2022 at the latest will be taken into account in the preparation of the share register as per the Record Date.
POSTAL VOTING
As stated above, the Board has resolved that shareholders may only exercise their voting rights by postal voting, pursuant to Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121). A special form is to be used for postal voting. The postal voting form is available on the company’s website https://corporate.solidab.se.
Completed and signed postal voting forms may be sent by mail to “Solid Försäkringsaktiebolag, “Extraordinary general meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. Completed forms must have been received by Euroclear not later than Wednesday, 28 September 2022. Shareholders can also cast their postal vote electronically by verifying their identity using BankID on the website of Euroclear, https://anmalan.vpc.se/EuroclearProxy not later than Wednesday, 28 September 2022.
Shareholders may not submit additional instructions other than by selecting one of the alternatives provided on the form. If the shareholder has included special instructions or terms on the form, or altered or made additions to the printed text, the postal vote will be rendered invalid. Further information and conditions can be found on the postal voting form and on
https://anmalan.vpc.se/EuroclearProxy.
POWERS OF ATTORNEY ETC.
If the shareholder is postal voting through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A template proxy form is available on the company’s website https://corporate.solidab.se.
If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be submitted along with the postal voting form.
PROPOSED AGENDA
- Election of Chairman of the meeting.
- Election of one or two persons to check and verify the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the meeting was duly convened.
- Resolution on authorization for the Board of Directors regarding repurchase of own shares.
PROPOSED RESOLUTIONS
Election of Chairman of the meeting (item 1)
The Board proposes that the lawyer Magnus Lindstedt, or in his absence the individual that the Board of Directors designates, be elected the Chairman of the meeting.
Election of one or two persons to check and verify the minutes (item 2)
The Board proposes Martin Bengtsson, representing Waldakt Aktiebolag, and Per Håkan Börjesson, representing Investment AB Spiltan or, if they are absent, the person(s) designated by the Board, are proposed as the persons to verify the minutes. The assignment to verify the minutes must, in addition to signing the minutes of the meeting alongside the Chairman of the Board, also include verifying the voting list and ensuring that received postal votes are correctly reflected in the minutes of the meeting.
Preparation and approval of the voting list (item 3)
The voting list that is proposed for resolution is the voting list that has been prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register and received postal votes, verified, approved, and recommended by the persons chosen to verify the minutes.
Resolution on authorization for the Board of Directors regarding repurchase of own shares (item 6)
The Board proposes that the extraordinary general meeting resolves to authorize the Board to, on one or several occasions during the period up to the next Annual General Meeting, repurchase own shares in accordance with the following terms and conditions:
- Acquisition of own shares may occur of at most as many shares as are needed so that the company’s holdings of own shares at any given time do not exceed five (5) per cent of all shares in the company. Acquisition of own shares must occur on Nasdaq Stockholm in accordance with Nasdaq Stockholm’s Rule Book for Issuers.
- Acquisition of own shares may only be effected on Nasdaq Stockholm at a price per share within the registered span of share prices at the particular time, by which is meant the span between the highest price paid and the lowest selling price, or if the Board instructs a member of Nasdaq Stockholm to accumulate a specific number of the company’s shares for its own account during a limited period, at a price per share within the price interval at the time or an equivalent volume‐weighted average price.
- The shares are to be paid for in cash.
According to the Annual Report for the 2021 financial year, the company’s unrestricted equity that is available for distribution by the meeting (available profit and unrestricted reserves) amounted to SEK 297,413,178. The Annual General Meeting on 28 April 2022 resolved that company’s profits be carried forward whereby the company’s unrestricted equity that is available for distribution by the meeting still amount to SEK 297,413,178.
The purpose of the authorization to acquire own shares is to create a tool for the Board to continuously during the year adapt and improve the company’s capital structure and thereby create additional value for shareholders. The intent is that the repurchased shares will later be cancelled by resolutions of upcoming Annual General Meetings.
The Board shall be entitled to resolve on other terms and conditions for the repurchase of own shares. The Chairman of the Board, or the person appointed by the Chairman of the Board, is authorised to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board’ resolution on repurchase of own shares.
For a valid resolution on the proposal, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.
OTHER INFORMATION
Number of shares and votes
At the date of this notice the total number of shares in the company amounts to 20,000,000 with one vote each, thus in total 20,000,000 votes. At the time of the issuance of this notice the company holds no own shares.
Documentation
The Board’s complete proposals and ancillary documents according to the Swedish Companies Act are available, together with the proxy form, from no later than Thursday 8 September 2022, on the company’s website https://corporate.solidab.se at the company’s address, Landskronavägen 23 in Helsingborg, and sent to shareholders on request and upon the disclosure of their postal or e-mail address. The documents stated above are presented at the meeting by being made available on the company’s website https://corporate.solidab.se.
To order the documents, telephone +46 8 402 91 71 (Monday-Friday, 9:00 a.m.–4:00 p.m.) or e-mail [email protected] or by letter to Solid Försäkringsaktiebolag, “Extraordinary general meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden.
Right to receive information
The Board and the CEO must, if a shareholder so requests and the Board considers it possible without this resulting in material damage to the company, provide information concerning conditions that could influence the assessment of an item on the agenda.
Requests for such information are to be submitted in writing to the company no later than ten days prior to the meeting, that is, no later than 19 September 2022, to Solid Försäkringsaktiebolag, Att. Sofia Andersson, Box 22068, SE-250 22 Helsingborg, Sweden, or e-mail: [email protected]. Information is provided by the company by being made available on the company’s website and at the company no later than 24 September 2022. Information will also be sent to the shareholder who requested the information and provided an address.
Processing of personal data
Solid Försäkringsaktiebolag (publ), 516401-8482, registered in Helsingborg, is the controller of the processing of personal data in connection with the meeting. For information on how personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Solid Försäkring’s data protection officer
E-mail: [email protected]
Telephone: +46 (0)42 38 21 00
Address: Solid Försäkringsaktiebolag, DPO, Box 22068, SE-250 22 Helsingborg, Sweden
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Helsingborg August 2022
SOLID FÖRSÄKRINGSAKTIEBOLAG (PUBL)
THE BOARD