Notice of Extraordinary General Meeting of Orrön Energy AB
The shareholders of Orrön Energy AB (publ),
556610-8055 (the “Company”), are hereby given
notice of the Extraordinary General Meeting to be held on Wednesday
7 August 2024 at 14.00 (CEST) at IVA Konferenscenter, Grev
Turegatan 16, in Stockholm. The entrance to the meeting will open
at 13.30 (CEST).
Shareholders may choose to exercise their voting
rights at the Extraordinary General Meeting by attending in person,
through a proxy or by postal voting.
Vote at the Extraordinary General
MeetingThose who wish to exercise their voting rights at
the Extraordinary General Meeting must:
- be entered as a shareholder in the
share register kept by Euroclear Sweden AB on 30 July 2024 or, if
the shares are registered in the name of a nominee, request that
the nominee registers the shares in their own name for voting
purposes in such time that the registration is completed by 1
August 2024.
- give notice of attendance at the
Extraordinary General Meeting to the Company in
accordance with the instructions set out in the section
“Notice of attendance for participating in person or through a
proxy” or submit a postal vote in accordance with the instructions
set out in the section “Voting by post” no later than 1 August
2024.
Notice of attendance for participating
in person or through a proxyThose who wish to participate
in the Extraordinary General Meeting in person or through a proxy
shall give notice of attendance to the Company no later than 1
August 2024 either:
- electronically on the Company’s
website, www.orron.com (only applicable to individuals).
- by email to
info@computershare.se.
- by post to Computershare AB, Box
5267, SE-102 46 Stockholm (Att. “Orrön Energy’s EGM”).
- by telephone to +46 (0)8 518 01 554
on weekdays between 09.00 a.m. and 16.00 p.m. (CEST).
The notice of attendance shall state name, date
of birth or corporate identification number, address, telephone
number and, where relevant, the number of accompanying advisors
(not more than two).
Those who do not wish to attend the
Extraordinary General Meeting in person or exercise their voting
rights by postal voting may exercise their voting rights at the
Extraordinary General Meeting through a proxy in possession of a
written, signed and dated proxy form. A proxy form issued by a
legal entity must be accompanied by a copy of a certificate of
registration or a corresponding document of authority for the legal
entity. To facilitate the registration at the Extraordinary General
Meeting, proxy forms, certificates of registration and other
documents of authority should be submitted to the Company at
Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Orrön
Energy’s EGM”) no later than 1 August 2024. Please note that notice
of attendance must be given even if a shareholder wishes to
exercise its rights at the meeting through a proxy. A submitted
proxy form does not count as a notice of attendance. Template proxy
forms in Swedish and English are available on the Company’s
website, www.orron.com.
Voting by postThe Board of
Directors has resolved that shareholders may exercise their voting
rights by postal voting and shareholders who wish to do so, shall
use the voting form and follow the instructions available on the
Company’s website, www.orron.com. The postal vote must be received
by the Company no later than 1 August 2024. The postal voting form
shall be sent either:
- electronically in accordance with
the instructions available on www.orron.com.
- by email to
info@computershare.se.
- by post to Computershare AB, Box
5267, SE-102 46 Stockholm (Att. “Orrön Energy EGM”).
Those who wish to withdraw a submitted postal
vote and instead exercise their voting rights by participating in
the Extraordinary General Meeting in person or through a proxy must
give notice thereof at the registration of the Extraordinary
General Meeting prior to the opening of the Extraordinary General
Meeting.
Proposed
agenda1. Opening of the Extraordinary
General Meeting.2. Election of Chair of the
Extraordinary General Meeting.3. Preparation and
approval of the voting register.4. Approval of the
agenda.5. Election of one or two persons to
approve the minutes.6. Determination as to whether
the Extraordinary General Meeting has been duly
convened.7. Resolution in respect of an amendment
of the Articles of Association.8. Resolutions
to: a) Reduce the share
capital with retirement of 19,427 shares held in treasury.
b) Increase the share capital through a
bonus issue.9. Closing of the Extraordinary
General Meeting.
Proposals for resolutions to be
presented at the Extraordinary General Meeting of Orrön Energy
AB on Wednesday 7 August 2024
Item 2: Resolutions in respect of Chair
of the Extraordinary General MeetingThe Board of Directors
proposes that Advokat Klaes Edhall is elected as Chair of the
Extraordinary General Meeting or, if he is absent, any other person
appointed by the Board of Directors.
Item 3: Preparation and approval of the
voting registerThe Board of Directors proposes that the
register prepared by Computershare AB (on behalf of the Company)
based on the Company’s share register, shareholders attending in
person or through proxy and postal votes received by the Company is
approved as voting register for the Extraordinary General
Meeting.
Item 7: Resolution in respect of an
amendment of the Articles of Association The Board of
Directors greatly values all genuine interactions with shareholders
of the Company. However, considering the Company’s large
international shareholder base, the limited number
of physically attending shareholders at the latest General
Meetings, and, considering the disruptive and hostile behaviour of
a number of shareholders and their advisors at the Annual General
Meeting 2024, including health and safety aspects, the Board of
Directors believes that it would be beneficial for the Company and
its shareholders if the Company had an option to hold General
Meetings digitally with remote participation by shareholders.
Should the Board of Directors in the future decide that a General
Meeting shall be held digitally, it is intended that a “townhall”
meeting will be held in close connection with the General Meeting,
to allow shareholders an opportunity to meet and ask questions to
representatives of the Board of Directors and the Management Team
in an orderly manner.
The Board of Directors therefore proposes that
the Extraordinary General Meeting resolves to amend the Articles of
Association by adding the following paragraph as a new last
paragraph to article § 11 (Participation at general meetings of
shareholders) of the Articles of Association.
“The Board of Directors may decide that a
general meeting shall be held digitally.”
The proposed new Articles of Association are
available in their entirety at the Company’s website,
www.orron.com.
A resolution in accordance with the Board of
Directors’ proposal requires the support of shareholders
representing at least two thirds (2/3) of the votes cast and of the
shares represented at the Extraordinary General Meeting.
Item 8: Resolution to a) reduce the
share capital through cancellation of own shares held in treasury,
and b) increase of the share capital through a bonus
issue
BackgroundThe Company holds
19,427 own shares in treasury as a result of a legacy corporate
transaction, and the Board of Directors currently sees no use for
this limited number of shares. Consequently, the Board of Directors
proposes that the Extraordinary General Meeting resolves to reduce
the share capital through cancellation of all 19,427 shares held in
treasury and increase the share capital through a bonus issue in
accordance with items 8 a) – 8 b) below.
Item 8 a): Resolution to reduce the
share capital with retirement of 19,427 shares held in
treasuryThe Board of Directors proposes that the
Extraordinary General Meeting resolves on a reduction of the
Company’s share capital with retirement of shares on the following
terms.
The share capital is to be reduced by SEK
236.36. The reduction of the share capital is to be made with
retirement of 19,427 shares that are held in treasury by the
Company. The purpose of the reduction of the share capital is
allocation to unrestricted equity. Accordingly, the Company will
not pay or receive any payment for the retired shares.
The Company may implement the resolution to
reduce the share capital without authorisation from the Swedish
Companies Registration Office or, if disputed, by a Swedish court
of general jurisdiction, since the Company simultaneously carries
out a bonus issue of SEK 236.36 in accordance with the proposal
under item 8 b) below. Combined, the reduction of the share capital
pursuant the proposal under this item 8 a) and the increase of the
share capital pursuant to item 8 b) result in that neither the
Company’s restricted equity nor its share capital is reduced.
Item 8 b): Resolution to increase the
share capital through a bonus issueThe Board of Directors
proposes that the Extraordinary General Meeting resolves to
increase the Company’s share capital through a bonus issue on the
following terms.
The share capital is to be increased by SEK
236.36. No new shares are to be issued in connection with the
increase of the share capital. The amount by which the share
capital is to be increased shall be transferred to the share
capital from unrestricted equity.
The purpose of the bonus issue is to restore the
Company’s restricted equity and share capital after the reduction
of the share capital proposed under item 8 a) above.
Majority requirements, etc. The
Board of Directors’ proposes that the Extraordinary General Meeting
resolves on the proposals under items 8 a) and 8 b) as one joint
resolution, since the matters are interrelated. Accordingly, the
resolution requires the support of shareholders representing at
least two thirds (2/3) of the votes cast and of the shares
represented at the Extraordinary General Meeting.
Number of shares and votes in the
CompanyThe Company’s share capital amounts to SEK
3,478,713.38, represented by 285,924,614 shares. Each share carries
one vote. As of the date of this notice, the Company holds 19,427
own shares in treasury.
Shareholders’ right to request
informationThe Board of Directors and the Chief Executive
Officer shall, if a shareholder so requests and the Board of
Directors considers that it may do so without significant damage to
the Company, give information at the Extraordinary General Meeting
regarding circumstances that could affect the assessment of an item
on the agenda.
Additional
documentationComplete proposals and other documents that
shall be made available prior to the Extraordinary General Meeting
pursuant to the Swedish Companies Act and the Swedish Corporate
Governance Code are available at the Company’s office
(Hovslagargatan 5 in Stockholm) and on www.orron.com. The documents
will be sent to shareholders free of charge upon request if their
postal address is provided.
Handling of personal data and external
participantsFor information on how personal data is
processed in connection with the Extraordinary General Meeting, see
the privacy notices of Euroclear Sweden AB and Computershare AB
available at their respective websites,
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
and www.computershare.com/se/gm-gdpr.
Stockholm in July 2024ORRÖN ENERGY AB (PUBL)The
Board of DirectorsFor further information, please contact:
Robert ErikssonDirector Corporate Affairs and
Investor RelationsTel: +46 701 11 26
15robert.eriksson@orron.com
Jenny Sandström Communications LeadTel: +41 79
431 63 68jenny.sandstrom@orron.com
Orrön Energy is an independent, publicly listed
(Nasdaq Stockholm: “ORRON”) renewable energy company within the
Lundin Group of Companies. Orrön Energy’s core portfolio consists
of high quality, cash flow generating assets in the Nordics,
coupled with greenfield growth opportunities in the Nordics, the
UK, Germany and France. With significant financial capacity to fund
further growth and acquisitions, and backed by a major shareholder,
management and Board with a proven track record of investing into,
leading and growing highly successful businesses, Orrön Energy is
in a unique position to create shareholder value through the energy
transition.
Forward-looking statements
Statements in this press release relating to any future status or
circumstances, including statements regarding future performance,
growth and other trend projections, are forward-looking statements.
These statements may generally, but not always, be identified by
the use of words such as “anticipate”, “believe”, “expect”,
“intend”, “plan”, “seek”, “will”, “would” or similar expressions.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that could occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to
several factors, many of which are outside the company’s control.
Any forward-looking statements in this press release speak only
as of the date on which the statements are made and the
company has no obligation (and undertakes no obligation)
to update or revise any of them, whether as a result of new
information, future events or otherwise.
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