Notice of an Extraordinary General Meeting of East Capital Explorer AB (publ)
July 28, 2014 - London
The shareholders of East Capital Explorer AB (publ), 556693-7404 (the "Company"), are hereby given notice to attend the Extraordinary General Meeting ("EGM") to be held on Tuesday 19 August 2014, at 13.00 at the Company's premises in Stockholm, Sweden at Kungsgatan 30, 14th floor. Registration for the meeting will commence at 12:30.
Notification of participation
In order to be entitled to participate at the EGM, shareholders must be recorded as shareholders in the printout of the share register maintained by Euroclear Sweden AB on Wednesday 13 August 2014, and give notice of their intention to participate at the EGM no later than Wednesday 13 August 2014, preferably before 16:00.
Notice of participation at the EGM may be given either by telephone +46 8 505 97 700, on the website www.eastcapitalexplorer.com/en/corporate-governance/egm, by e-mail: email@example.com or by regular mail to East Capital Explorer AB (publ), P.O. Box 7214, 103 88 Stockholm, Sweden. Please state "EGM" on the envelope.
The name, personal identification number (or company registration number), address and telephone number of the shareholder, shareholding and, if applicable, attendance of any representatives or assistants should be provided in the notice of participation. No more than two assistants may attend and only if the number of assistants have been stated in advance.
Personal data collected from powers of attorney and the share register kept by Euroclear Sweden AB will be used for registration and preparation of the voting list for the EGM.
In order to be entitled to participate at the EGM, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name. Such registration must be effected at Euroclear Sweden AB on Wednesday 13 August 2014. Thus, the nominee should be notified in due time prior to this date.
Shareholders who are represented by proxy shall issue a power of attorney for the representative. Powers of attorney in original and, for legal entities, certificate of registration should be submitted to the Company at the address above in due time prior to the EGM. The power of attorney and certificate of registration may not be older than one year, the power of attorney may, however, be older if it, according to its wording, is valid for a longer period, maximum five years. The Company provides proxy forms on the website www.eastcapitalexplorer.com/en/corporate-governance/egm. The proxy form may also be requested by telephone on +46 8 505 97 700.
Note that shareholders who are represented by proxy must also give notice of participation in accordance with the instructions given above and be registered in their own name at Euroclear Sweden AB on Wednesday 13 August 2014. A submitted proxy is not valid as a notification to participate at the EGM.
Number of shares and votes
At the time of issuing the notice to attend the EGM, the Company has a total of 29,943,260 registered shares, with one vote per share. The Company does not hold any own shares.
Right to request information
Shareholders present at the EGM have a right to request information regarding the matters on the agenda in accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act (2005:551).
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes of the meeting
6. Decision on whether the meeting has been duly convened
7. Decision on the number of members of the board of directors
8. Decision on remuneration to board member
9. Election of board member
10. Closing of the meeting
The nomination committee's proposal
7. The nomination committee proposes that the board of directors shall be increased from five members to six members.
8. Provided that the EGM elects Liselotte Hjort as a new member of the board of directors in accordance with item 9 below, the nomination committee proposes that Liselotte Hjort shall receive a board remuneration and a remuneration for work in the Audit Committee of SEK 222,932 and SEK 33,772 respectively, corresponding to the remuneration received by other members of the board of directors in proportion to the length of the mandate.
The remuneration to a board member may, subject to a specific agreement with the Company, be invoiced through a company or entity registered in the country where the board member is tax domiciled. In order for the Company to enjoy cost neutrality, the invoiced remuneration shall be adjusted for social security charges and value added tax.
9. The nomination committee proposes that Liselotte Hjorth is elected as a new member of the board of directors. The proposal means that the board of directors thereafter will consist of Paul Bergqvist, Peter Elam Håkansson, Lars O Grönstedt, Louise Hedberg, Liselotte Hjorth and Alexander Ikonnikov.
Liselotte Hjorth, born in 1957, has broad and extensive experience from banking, finance and real estate, mainly through a number of positions within the SEB Group, and most recently as Global Head of Commercial Real Estate and Member of the Management Board of SEB AG in Frankfurt, Germany. Liselotte Hjorth is a Member of the Board of the Swedish National Debt Office, Kungsleden AB and White arkitekter AB. Liselotte Hjorth has a Bachelor of Science degree in Business Administration and Economics from the University of Lund.
The nomination committee believes that the proposed election of Liselotte Hjorth will bring a valuable addition of financial expertise in general, in particular within real estate, financing and the credit market. Furthermore, Liselotte Hjorth has as broad knowledge of international affairs and markets, including experience from Russia and the Baltic region.
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Stockholm in July 2014
EAST CAPITAL EXPLORER AB (publ)
Board of Directors
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: East Capital Explorer AB via Globenewswire