Shareholders in Rocket Brands AB (publ), org. No. 559314-8397, are hereby called to the Annual General Meeting on Friday, June 28, 2024, at 12:00 PM at Vasagatan 52, 2nd floor, 111 20 Stockholm.
Right to Participate and Registration
Shareholders who wish to participate in the general meeting must
- be registered in the share register kept by Euroclear Sweden AB by June 19, 2024, and
- notify the Company of their intention to attend no later than June 24, 2024, in writing via email to ir@rocketbrands.se. The notification should include the full name, personal or corporate ID number, shareholding, address, daytime phone number, and information about any representatives or assistants (maximum two). The notification should be accompanied by proxies, registration certificates, and other authorization documents if applicable.
Nominee-registered Shares
Anyone who has their shares registered through a nominee must, to be entitled to participate in the meeting, temporarily register the shares in their own name, so that they are registered in the share register kept by Euroclear Sweden AB on the record date of June 19, 2024. Such registration can be temporary (so-called voting registration). Shareholders who wish to register their shares in their own name must request that the nominee makes such voting registration in accordance with the nominee's procedures. Voting registration requested by shareholders in sufficient time that the registration has been made by the relevant nominee no later than June 24, 2024, will be considered in the preparation of the share register.
Proxies, etc.
If a shareholder is to vote by proxy, a written, dated proxy signed by the shareholder must be presented. The proxy must not be older than one year unless a longer validity period (up to a maximum of five years) is stated in the proxy. If the proxy is issued by a legal entity, the representative must also bring a current registration certificate or an equivalent authorization document for the legal entity. To facilitate admission to the meeting, a copy of the proxy and other authorization documents should be attached to the notification. Proxy forms are available on the Company's website at www.rocketbrands.se and will be sent by post to shareholders who contact the Company and provide their address.
Number of Shares and Votes
The number of outstanding shares and votes in the Company at the time of this notice is 144,987,241. The Company holds no treasury shares.
Loan Information
The Board intends to take out a loan of SEK 40 million, to be repaid no later than December 2, 2024. The lender will have the right to convert the loan into shares in a directed issue at a discounted issue price. The opportunity to act as a lender will be offered to all shareholders. Detailed terms will be presented at the Annual General Meeting and in a related mailing planned by the Board.
Proposed Agenda:
1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual report and auditor's report.
7. Resolution on
a. adoption of the income statement and balance sheet,
b. appropriation of the Company’s loss in accordance with the adopted balance sheet,
c. discharge from liability for the Board members and the Managing Director.
8. Determination of the number of Board members and deputies, and the number of auditors and deputy auditors.
9. Determination of fees for the Board of Directors and auditors.
10. Election of the Board of Directors and any deputy Board members; election of auditor or auditing company and any deputy auditors.
11. Board's proposal for resolution on authorization.
12. Closing of the meeting.
Brief summary of proposed resolutions:
Disposition regarding the Company's result (item 7b)
The Board proposes to the Annual General Meeting to dispose of the Company's result in accordance with the Board's proposal in the annual report. The Board further proposes that no dividend is paid for the 2023 financial year.
Determination of the number of Board members and deputies, as well as the number of auditors and deputy auditors (item 8)
Shareholders in the Company have notified that they propose that the Board shall consist of four ordinary members and one deputy. Furthermore, it has been proposed that the Company shall have one auditor.
Determination of fees for the Board of Directors and auditors (item 9)
Shareholders in the Company have notified that they propose that fees of SEK 150,000 each be paid to the members of the Board.
Furthermore, the Board has proposed that the fee for the auditor be paid according to the approved invoice in accordance with customary billing standards.
Election of the Board of Directors and any deputy Board members; election of auditor or auditing company and any deputy auditors (item 10)
Shareholders in the Company have notified that they propose that Ole Vidar Hestås, Fridtjov Rune Löderup, Rune Skomakerstuen, and Silje Larsen be re-elected as ordinary Board members, and that Bjørn Ragnar Nitschke be re-elected as deputy. Re-election of Ole Vidar Hestås as Chairman of the Board is proposed.
Furthermore, the Board has proposed that the Company's auditor Andreas Folke be re-elected until the end of the next Annual General Meeting.
Board’s proposal for resolution on authorization (item 11)
The Board proposes that the General Meeting authorizes the Board to decide on the issue of a maximum number of shares, convertibles, and/or warrants that entitle to subscription of new shares, or imply the issuance of a maximum number of shares within the Company’s Articles of Association limits, with or without deviation from shareholders' preferential rights. The authorization can be used on one or several occasions and the Board has the right to determine the detailed conditions for each issue. Payment can be made in cash, contribution in kind, or by set-off, or otherwise with conditions.
To ensure that the current shareholders of the Company are not disadvantaged compared to any external investors who may subscribe for shares in the Company, the Board considers it appropriate that issues with deviation from shareholders' preferential rights should be conducted at the Board's market-based assessed subscription price, with a market-based discount if applicable.
For a resolution to be valid, it requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.
Personal Data
Personal data retrieved from the share register kept by Euroclear Sweden AB, registration of participation at the meeting, and information about representatives, proxies, and assistants will be used for registration, preparation of the voting list, and, if applicable, the meeting minutes.
Other
The annual report and the auditor's report for the Company, as well as complete proposals for resolutions and proxy forms, will be available at the Company's office at Strôket 8, 1383 Asker in Norway and on the Company's website (www.rocketbrands.se) at least three (3) weeks prior to the Annual General Meeting and will be sent to shareholders who request it and provide their postal address.
Shareholders have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551). Written requests for information before the meeting should be sent via email to ir@rocketbrands.se. The information will be made available at Rocket Brands AB, Strôket 8, 1383 Asker in Norway and on www.rocketbrands.se. The information will also be sent within the same time frame to shareholders who have requested it and provided their address.
Stockholm, May 2024
Rocket Brands AB (publ)
BOARD OF DIRECTORS