2/18/2019 7:31 PM Ahlsell AB: Notice to attend the extraordinary general meeting
At the request of Quimper AB, which, following its cash public tender offer to the shareholders of Ahlsell AB (publ) (“Ahlsell”), holds approximately 92.4 percent of the total number of shares and votes in Ahlsell, are hereby invited to the Extraordinary General Meeting on Monday 25 March 2019 at 14:00 CET at Roschier Advokatbyrå’s offices, Brunkebergstorg 2, Stockholm, Sweden. Entry will commence at 13:15 CET.
Shareholders who wish to attend the Extraordinary General Meeting
- shall be entered in the share register maintained by Euroclear Sweden AB on Tuesday 19 March 2019,
- shall give notice of their attendance to Ahlsell no later than Tuesday 19 March 2019.
Notification shall be made either by email to firstname.lastname@example.org, in writing under address Ahlsell AB (publ), Att. Investor Relations, SE-117 98 Stockholm, Sweden or by telephone at +46 8 685 70 00 (between 2 p.m. – 3 p.m. CET on weekdays). The notification shall state name, personal identification number or company registration number, address, telephone number and accompanying advisors, if any (not more than two).
Shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name in order to be entitled to attend and vote at the Extraordinary General Meeting. Such re-registration must be effected with Euroclear Sweden AB on Tuesday 19 March 2019, which means that the shareholder must inform its nominee well before this date.
Shareholders attending by proxy or a representative should send powers of attorney in original, certificates of incorporation and any other documents of authorisation to the company at the address above well before the Extraordinary General Meeting. A template proxy form is available on the company’s website, www.ahlsell.com. Shareholders cannot vote or in other ways attend the Extraordinary General Meeting by remote access.
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to check and verify the minutes
- Determination of whether the meeting has been duly convened
- Resolution to alter the articles of association, including transition to a broken financial year (1 April – 31 March)
- Determination of the number of Board members
- Determination of remuneration to be paid to the Board members
- Election of Board members
- Closing of the meeting
Items 2 and 7-10 – Proposals for Chairman of the meeting, alterations of the articles of association, number of Board members, remuneration and Board composition
As regards items 2 and 8-10, Ahlsell has been informed that Quimper AB will present proposals for resolutions no later than in connection with the Extraordinary General Meeting.
As regards item 7, Quimper AB proposes that the General Meeting resolve upon change of fiscal year so that new fiscal year is 1 April – 31 March and related amendment of the articles of association. Furthermore, Quimper AB proposes that the current fiscal year is shortened and thereby is set to 1 January 2019 – 31 March 2019. The reason for the change is adaption to the parent company’s group.
In order to align the articles of association with legislative changes, the Board of Directors proposes that the General Meeting resolve to amend § 1 of the articles of association as follows (changes in italics).
Current wording § 1:The name of the company is Ahlsell AB (publ).
[The proposed amendment does not affect the English version of the articles of association.]
Special majority rules
For valid decision by the EGM under item 7, the resolution must be supported by shareholders representing at least two-thirds of both the number of votes exercised and the number of votes represented at the EGM.
Number of shares and votes
As of the date of this notice, there is a total number of 436,302,187 shares in Ahlsell and each share represents one vote. As of the same date, Ahlsell holds 7,000,000 of its own shares, corresponding to approximately 1.6 per cent of the total number of shares and votes in Ahlsell, which cannot be represented at the Extraordinary General Meeting.
Shareholders’ right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group.
The proposed wording of the articles of association under item 7 will be made available at the Company (visiting address: Rosterigränd 12, Stockholm, Sweden) and on the Company’s website, www.ahlsell.com, no later than 4 mars 2019, and will be sent to the shareholders who so request and state their address or e‑mail.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Stockholm, February 2019
Ahlsell AB (publ)
the Board of Directors
For further information, please contact:Karin Larsson, Head of IR and external communications
+46 8 685 59 24, email@example.com
Ahlsell is the Nordic region’s leading distributor of installation products, tools and supplies for installers, construction companies, facility managers, industrial and power companies and the public sector. The unique customer offer covers more than one million individual products and solutions. The Group has a turnover of just over BSEK 31 and is listed on Nasdaq Stockholm. About 97% of revenue is generated in the three main markets of Sweden, Norway and Finland. With about 5,700 employees, more than 240 branches and three central warehouses, we constantly fulfil our customer promise: Ahlsell makes it easier to be professional!
Press release, February 18, 2019