The shareholders of Norditek Group AB, reg. no. 559307-6986 (the "Company" or "Norditek"), with its registered office in Gothenburg, are hereby invited to the Annual General Meeting on Thursday, January 23, 2025 at 16.00. The meeting will be held at Arkipelagen Företagscenter, Stora Åvägen 21, Askim in Gothenburg.
Eligibility and registration
Shareholders who wish to participate in the general meeting shall:
be entered in the share register maintained by Euroclear Sweden AB on Wednesday, January 15, 2025 (for nominee registered shares, see also "Nominee registered shares" below),
notify the Company no later than Friday, January 17, 2025 at the address Norditek Group AB, Stora Åvägen 21, 436 34 Askim or by e-mail: info@Norditek.se. The notification should state the shareholder's name, personal or corporate identity number, address and telephone number, shareholding and any advisors.
Information provided at registration will be processed and used only for the purpose of the meeting. See below for further information on the processing of personal data.
Fiduciary registered shares
In order to be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to registering for the Meeting, register the shares in his or her own name so that the shareholder is included in the presentation of the share register as of Wednesday, January 15, 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures in such time in advance as the nominee determines. Voting rights registration made by the nominee no later than January 17, 2025 will be taken into account in the preparation of the share register.
Ombudsman
Shareholders to be represented by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be older than one year, unless a longer period of validity is specified in the power of attorney, in which case it may not exceed 5 years. If the power of attorney is issued by a legal entity, a certified copy of the valid registration certificate for the legal entity (or equivalent document for a foreign legal entity) must be attached to the power of attorney. The documents must not be older than one year.
To facilitate registration, the original power of attorney, certificate of registration and other authorization documents should be received by the Company at the above address well in advance of the meeting.
DRAFT AGENDA
1. Election of the Chairman of the General Meeting
2. Election of one or more scrutineers
3. Preparation and approval of the voting list
4. Approval of the draft agenda
5. examination of whether the meeting has been duly convened
6. Presentation of the annual report and audit report
7. decision on:
a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b. allocation of the company's profit or loss according to the adopted balance sheet
c. discharge from liability for the members of the Board of Directors and the Managing Director
8. Determination of the number of directors and auditors
9. Election of a new Board member
10. Election of Board of Directors, deputy Board members and auditor
11. Determination of fees for the Board of Directors and auditor
12. Resolution on authorization for the Board of Directors to resolve on a new issue of shares with or without deviation from the shareholders' preferential rights
13. Resolution to establish a warrant program for senior executives and key employees.
14. The meeting is closed
PROPOSED DECISION
Item 1 - Election of the Chairman of the meeting
The Board of Directors proposes that Göran Nordlund, Chairman of the Board, be elected Chairman of the Meeting.
Item 7 b - Resolution on allocation of the company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the funds at the disposal of the Annual General Meeting be carried forward and that no dividend be paid to the shareholders.
Item 8 - Determining the number of directors and auditors
The Board of Directors proposes that the Board of Directors shall consist of five (5) members without deputy members.
The Board of Directors further proposes that an authorized public accounting firm shall be appointed as auditor, without deputy auditors.
Item 9 - Election of new Board member
The Nomination Committee proposes that David Schelin is elected as a new Board member for the period until the end of the next Annual General Meeting. For information about David Schelin, please refer to information available on the company's website, www.norditek.se.
Item 10 - Election of Board of Directors, deputy Board members and auditor
The Board of Directors proposes that the Annual General Meeting resolves to re-elect the Board members Göran Nordlund, Daniel Carlberg, Martin Larsson and Nina Modig and to re-elect the registered auditing firm Bright Norr AB. Bright Norr AB has announced that if the Annual General Meeting approves the proposal, the authorized public accountant Oskar Hettinger will be the auditor in charge. All for the period until the end of the next Annual General Meeting.
Item 11 - Determination of fees for the Board of Directors and auditor
The Board of Directors proposes that the Annual General Meeting resolves that board fees of SEK 58,800 (one price base amount in 2025) shall be paid to the external board members Nina Modig and David Schelin for the period until the end of the next Annual General Meeting. Other board members who are also major shareholders in the Company shall not receive any board fees. Furthermore, the Board of Directors proposes that fees to the auditor shall be paid according to approved invoice.
Item 12 - Resolution on authorization for the Board of Directors to resolve on a new issue of shares with or without deviation from the shareholders' preferential rights
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, for the period until the end of the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders' preferential rights, to decide on a new issue of shares. The purpose of the authorization is to increase financial flexibility and the Board's scope of action.
The authorization may be used to issue a maximum of ten (10) percent of the total number of outstanding shares in the Company at the time of the issue decision.
The issue price shall be determined on market terms.
The reason for the deviation from the shareholders' preferential rights is that newly issued shares or the proceeds of a new share issue may be used as payment for the acquisition of businesses, companies or interests in companies.
The issue may be made in cash and/or against payment in kind and/or through set-off.
The board of directors, or the person appointed by the board of directors, shall otherwise be entitled to make such amendments to the above resolution as may be necessary in connection with its registration and to take such other measures as are necessary to implement the resolution.
Item 13 - Resolution to establish a warrant program for senior executives and key employees.
The Board of Directors proposes that the Meeting resolves to introduce an incentive program. The option program means that the company issues a maximum of 175,000 warrants free of charge to the wholly-owned subsidiary Norditek AB, which entitles the holder to subscribe for a maximum of 175,000 shares in the company with the right and obligation for Norditek AB to manage the warrants in accordance with the option program.
Subscription of shares under the warrant program shall take place during the period from 1 February 2028 up to and including 29 February 2028. Upon subscription of shares, the share capital will increase by a maximum of SEK 17,500.
Based on the number of shares in Norditek as of the date of the notice to the Annual General Meeting, the maximum dilution resulting from the warrant program may amount to approximately 1.4 percent.
The subscription price for shares subscribed for by virtue of the warrants, as set out above, shall be 150% of the average volume weighted share price on January 1, 2025 and January 31, 2025.
Norditek will publish the subscription price before the first day of the exercise period.
Norditek AB shall offer senior executives and certain key employees to acquire warrants at market price no later than February 28, 2025, which will be determined by valuing the warrants in accordance with the Black & Scholes valuation model. In total, a maximum of 20 percent of the number of options may be allocated to each participant.
The subscription price shall be paid in cash no later than March 31, 2025.
As reasons for deviating from the shareholders' preferential rights, the Board of Directors invokes the following:
Option programs contribute to higher motivation and commitment among employees and strengthen the ties between the employees and the company. The option program will contribute to the possibilities to recruit and retain knowledgeable and experienced employees and is expected to increase the employees' interest in the business and the development of the company's results. Overall, it is the Board's assessment that the Option Program will benefit both the employees and the company's shareholders through an increased share value.
The board of directors further proposes that the meeting authorizes the board of directors, or the person appointed by the board of directors, to make minor changes to the above resolution that may be required for registration with the Swedish Companies Registration Office.
OTHER INFORMATION
Majority requirements
A valid resolution authorizing the Board of Directors to decide on the issue of new shares (item 12) above requires the approval of at least two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.
A valid resolution to authorize the Board of Directors to decide on the introduction of a warrant program (item 13) above requires the approval of at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes
At the date of this notice, the total number of shares and votes in the Company amounts to 12,637,727.
Meeting documents
The annual report, audit report and other documents are available on the Company's website, www.norditek.se, at the Company's address Stora Åvägen 21, 436 34 Askim, Sweden, and will be sent free of charge to shareholders who so request and provide their postal or e-mail address.
Information at the meeting
The board of directors and the managing director 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 at the general meeting on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's or its subsidiaries' financial situation and on the Company's relationship with other companies within the group.
Personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor- english.pdf.
Certified advisor
Partner Fondkommission AB (phone 031-761 22 30 / www.partnerfk.com) is the company's Certified Adviser on Nasdaq First North Growth Market.
For further information:
Daniel Carlberg
Phone: +46702190491
Email: daniel.carlberg@norditek.se
_____________________________
Askim in Dec 2024
Norditek Group AB
Board of Directors
