1 June 2021
The shareholders of Pure Positioning AB (publ), reg. no. 559082-2689, (the "Company"), headquartered in Stockholm, are hereby summoned to the Annual General Meeting on Wednesday 30 June 2021.
Information with respect to COVID-19 (coronavirus)
The company cares about the health and well-being of its shareholders and employees. In light of the extraordinary situation resulting from Covid-19, the Board of Directors has decided that the Annual General Meeting shall be conducted without the physical presence of shareholders, representatives and third parties and that the exercise of voting rights can only be done by compulsory advance voting (postal voting) before the Annual General Meeting pursuant to the provisions of the Act (2020:198) on temporary exceptions to facilitate the conduct of general meetings and in accordance with the instructions in this notice. Information about the resolutions adopted at the Annual General Meeting will be published on the same day as the Annual General Meeting as soon as the outcome of the vote is finally compiled.
In order for shareholders to have the right to participate in the Annual General Meeting by postal vote, shareholders must:
i. be entered in the share register maintained by Euroclear Sweden AB no later than Thursday 24 June 2021 (for nominee-registered shares, see "Nominee registered shares" below), and
ii. register by casting your advance vote in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is available to the Company no later than Thursday 24 June 2021.
Data provided in the notification will be data processed and used only for the Annual General Meeting. See below for further information on the processing of personal data.
Nominee registered shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the annual general meeting. Such registration, which normally is processed in a few days, must be completed no later than Thursday 24 June 2021 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 24 June 2021 will be considered in preparations of the share register of the Annual general Meeting.
The shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions 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.purepositioning.se. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be submitted to the Company no later than on Thursday 24 June 2021. The completed and signed form shall be mailed to Pure Positioning AB (publ), Attn. Bruno Soutinho, Eriksbergsgatan 10, 114 30 Stockholm (kindly mark the envelope “Pure Positioning AGM 2021”). A completed form may also be submitted electronically and is then to be sent to firstname.lastname@example.org. If the shareholder is a legal entity, the registration certificate or other authorization document shall be attached to the form. The same applies for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the advance vote is in its entirety invalid.
Further instructions and conditions are included in the form for advance voting.
Proxy forms for shareholders who wish to vote in advance by proxy will be available on the Company's website www.purepositioning.se
1. Opening of the meeting.
2. Preparation and approval of the voting list.
3. Election of chairman of the meeting and appointment of the keeper of the minutes.
4. Election of one or several persons to certify the minutes.
5. Examination of whether the general meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors' report and the group annual report and the group auditor’s report.
8. Resolutions regarding:
a. adoption of income statement and balance sheet and the group income statement and the group balance sheet;
b. the profit or loss of the Company in accordance with the adopted balance sheet; and
c. discharge from liability of the board of directors and the managing director.
9. Determination of the number of directors and auditors.
10. Determination of fees to the board of directors and the auditors.
11. Election of the board of directors and auditors.
12. Resolution regarding authorization for issuances.
13. Closing of the meeting.
Item 2: Preparation and approval of the voting list
The Board of Directors proposes that the proposed voting list as approved by the Annual General Meeting 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 certify the minutes.
Item 3: Election of chairman of the meeting and appointment of the keeper of the minutes
The Board of Directors proposes that Bruno Soutinho, or in the event of his impediment, the person appointed by the Board of Directors, is appointed as chairman of the Annual General Meeting and keeper of the minutes.
Item 4: Election of one or two persons to certify the minutes
The Board of Directors proposes that Jan Tomas Hellström, or in the event of his impediment, the person appointed by the Board of Directors, is appointed to certify the minutes together with the chairman. The assignment to approve the minutes at the AGM also includes controlling the voting list and that the received advance votes are correctly presented in the minutes.
Item 8.b: Resolution regarding the profit or loss of the Company in accordance with the adopted balance sheet
The Board of Directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 9-11: Determination of the number of directors and auditors, determination of fees to the board of directors and the auditors and election of the board of directors and auditors
It is proposed that the board of directors shall comprise of four directors without deputies. The number of auditors shall be one authorized auditor.
It is proposed that the annual remuneration to each director elected by the meeting shall be SEK 180,000 and the chairman of the board of directors is to receive SEK 225,000, in total SEK 585,000. Remuneration to the auditor is to be paid according to approved invoice.
It is also proposed that, subject to being tax- and cost neutral for the Company, the directors shall be entitled to invoice the Company with respect to their remuneration. If the chairman of the board or the other directors AGM 2021 will invoice the Company through a company or other entity, the remuneration is proposed to increase with an
amount equal to the VAT, i.e., SEK 225,000 plus VAT and SEK 180,000 plus VAT respectively.
It is proposed to re-elect Bruno Soutinho, Frode Laberg Aschim, Christian Börner and Lars-Erik Ydstie as directors. Furthermore, Bruno Soutinho is proposed to be re-elected as chairman of the Board of Directors. All elections for the period are valid until the end of the Annual General Meeting 2022.
It is proposed to re-elect the authorized auditor Johan Kaijser as the Company's auditor for the period until the end of the annual general meeting 2022.
Further information regarding the directors, proposed to be re-elected, is available at the Company’s website www.purepositioning.se and in the annual report for 2020.
Item 12: Resolution regarding authorization for issuances
The board of directors the Company proposes that the extra general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to broaden the shareholder base, raise new capital to increase flexibility of the Company or in connection with acquisitions. If issuances are carried out with
deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office.
A resolution in accordance with item 12 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 134,133,446. The Company holds no own shares.
The annual report, the auditor's report and any other documents pursuant to the Swedish Companies Act (2005:551) will be available no later than three weeks in advance of the annual general meeting at the Company’s premises at Eriksbergsgatan 10 in Stockholm and at the Company’s website www.purepositioning.se. All documents will be sent to shareholders who request it and provide their e-mail or
The shareholders are hereby notified regarding the right to, at the annual general meeting, request information from the board of directors according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
Stockholm in June 2021
Pure Positioning AB (publ)
The board of directors