The shareholders of Caybon Holding AB, reg. no. 559049-5056 (the "Company"), are hereby summoned to the Annual General Meeting on Thursday, 25 May 2023 at 02:00 p.m. in the Company's premises at Birger Jarlsgatan 43, SE-111 45 Stockholm. Registration for the Meeting will commence at 01:30 p.m.
Shareholders who wish to participate in the Meeting must:
- both be recorded as shareholders in the share register kept by Euroclear Sweden AB on the record date on Tuesday, 16 May 2023; and
- no later than Friday, 19 May 2023 have notified their attendance and any advisor to the Company; either in writing to Caybon Holding AB, Att: Johan Janing, Birger Jarlsgatan 43, 111 45 Stockholm or by e-mail to email@example.com.
The notification shall include full name, personal or corporate identity number, address, daytime phone number and, when applicable, information about deputies, proxies and advisors. The maximum number of advisors is two. In order to facilitate registration for the Meeting, the notification shall, when applicable, be accompanied by power of attorney, registration certificates and other documents of authority.
Shares registered with nominees
Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the Meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB by the latest on the record date on Tuesday, 16 May 2023. Such registration may be temporary (so-called "voting registration"). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Friday, 19 May 2023 will be considered in the preparation of the share register.
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If a power of attorney is issued by a legal entity, a certificate of registration shall be attached, or if such document does not exist, an equivalent authorisation document. Power of attorney forms for shareholders who wish to participate in the Meeting through a proxy are available on the Company's website www.caybon.com. A copy of the power of attorney and any registration certificates shall, well in advance of the Meeting, be sent to: Caybon Holding AB, Att: Johan Janing, Birger Jarlsgatan 43, 111 45 Stockholm or to: firstname.lastname@example.org. The original version of the power of attorney must also be presented at the Meeting.
- Opening of the Meeting and election of the Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination as to whether the Meeting has been duly convened.
- Presentation of the annual report, auditor's report, consolidated accounts and the auditor's report on the consolidated accounts.
- Resolution on
a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b. allocation of the Company's result in accordance with the adopted balance sheet.
c. discharge from liability for members of the Board of Directors and the CEO.
- Determination of the number of board members and auditors.
- Determination of remuneration to the Board of Directors and auditors.
- Election of board members, auditors and any deputy auditors.
- Resolution on authorization for the Board of Directors to resolve on new issues.
- Closing of the Meeting.
Resolutions proposed by major shareholders
Item 1. Election of the Chairman of the Meeting
Major shareholders propose that Johan Kinnander is elected as Chairman of the Meeting.
Item 8. Determination of the number of board members and auditors
The Board of Directors currently consists of five (5) ordinary members without deputies. The major shareholders proposes that the Board of Directors shall consist of five (5) ordinary members without deputies for the period until the end of the next Annual General Meeting.
Major shareholders proposes that the Company shall have one registered auditing firm as auditor.
Item 9. Determination of remuneration to the Board of Directors and auditors
Major shareholders proposes that the remuneration to the Board of Directors for the upcoming mandate period shall be payable in a total amount of SEK 450,000. The remuneration shall be distributed so that the Chairman of the Board of Directors shall receive SEK 300,000, and that other board member members elected by the annual general meeting who are not employed by the Company or represents a major shareholder shall receive SEK 150,000.
In the event that the Board of Directors decides to establish an Audit Committee and a Remuneration Committee, the remuneration for committee work shall be SEK 50,000 to the Chairman of the Audit Committee, SEK 25,000 to each of the other members of the Audit Committee who are not employed by the Company or represents a major shareholder, SEK 25,000 to the Chairman of the Remuneration Committee and SEK 12,500 to each of the other members of the Remuneration Committee who are not employed by the Company or represents a major shareholder.
Major shareholders proposes that remuneration to the Company's auditor shall be paid in accordance with approved invoice.
Item 10. Election of board members, auditors and any deputy auditors
Major shareholders proposes that the Annual General Meeting shall re-elect the board members Richard Båge, Johan Kinnander, Mats Hjerpe, Johanna Svensson and Eola Änggård Runsten. Major shareholders also proposes that the General Meeting shall re-elect Johan Kinnander as Chairman of the Board of Directors.
Information on the other proposed board members main education and professional experiences, assignments in the Company and other significant assignments, etc. is available on the Company's website www.caybon.com.
Major shareholders further proposes that the registered auditing firm Ernst & Young AB is re-elected as the Company's auditor for the period until the end of the next Annual General Meeting. Ernst & Young AB has informed that, if Ernst & Young AB is re-elected as auditor, authorised public accountant Charlotte Holmstrand will remain as the Company's auditor in charge.
Resolution proposed by the Board of Directors
Item 7 b). Resolution on allocation of the Company's result in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend is paid for the financial year 2022 and that the Company's available funds shall be carried forward to new account.
Item 11. Resolution on authorization for the Board of Directors to resolve on new issues
The Board of Directors proposes that the general meeting resolves to authorize the Board of Directors to, during the period until the next annual general meeting, on one or several occasions and with or without deviation from the shareholders' preferential rights, resolve on issues of shares, warrants and/or convertibles. Payment may be made in cash, in kind, by way of set-off or otherwise be subject to conditions. The issues shall be made at a market-based subscription price, subject to a market-based issue discount if applicable. The Company's share capital and the number of shares may, by virtue of the authorization, in total be increased by an amount corresponding to not more than 10 percent of the share capital after such issue(s). It shall be possible to deviate from the shareholders' preferential rights in order to strengthen the Company's financial position and to enable acquisitions of companies or businesses.
The Board of Directors, the CEO, or the person appointed by the Board of Directors, shall be entitled to make the minor adjustments to the resolution that may prove necessary in connection with the registration thereof.
The Annual General Meeting's resolution in accordance with the Board of Directors' proposal above is valid only if supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
At the time of the issuing of this notice, the number of shares and votes in the Company amounts to 1,418,121. The Company holds no own shares.
Shareholder's right to request information
Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so request and the Board of Directors deems that it may be done without significant harm to the Company, provide information at the Annual General Meeting regarding circumstances that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company's financial situation. The disclosure requirement also covers the Company's relationship to another Group company, the consolidated financial statements and such relationships concerning subsidiaries as referred to in the previous sentence.
Accounting documents and the auditor's report and the Board of Directors' complete proposal for resolutions will be available at the Company no later than three (3) weeks before the annual general meeting and will be sent free of charge to shareholders who request it and state their postal address. The documents will also be available on the Company's website, ww.caybon.com, from the same time. Major shareholders' proposals and motivated statements as well as information about all proposed board members and other documents for the annual general meeting will be available on the Company's website.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
Stockholm, April 2023
Caybon Holding AB
Board of Directors
Johan Janing, Chief Financial Officer
Tel. +46 76 894 06 65
Caybon is a group of scalable, digitally focused marketing companies specialised in content and distribution products. The purpose is to offer advertisers and organisations a way to communicate with their target group in an editorial and relevant context. The various offerings include a range of options from online media, videos, performance related advertising, events as well as printed products. Revenues in turn are derived from content production as well as various forms of advertising solutions. The clients range from small to medium sized companies all the way up to multinational groups. The client base is thus diversified in terms of both size, sector and geography. The five brands within the Group are grouped into two business segments: Campaigns and Platforms.
Find out more at www.caybon.com