Cognosec AB (publ): Notice of Annual General Meeting

Business Team Meeting Brainstorming Working Concept

Shareholders of Cognosec AB (publ), 556135-4811, are hereby summoned to Annual General Meeting on Wednesday, June 28, 2017 at 09:00, (CET), in Cognosec office, Birger Jarlsgatan 12, Stockholm. Registration will commence at 08:30 (CET).

NOTICE

Shareholders who wish to attend the AGM must:

  • Be registered in the Euroclear Sweden AB share register, no later than June 21, 2017 (the record date)
  • Latest by Monday June 26, 2017 at 16:00 give their notice of own attendance and of any appointed counsel, to the Company, either in writing to Cognosec AB, P.O. Box 3416, 103 90 Stockholm, Sweden; or by e-mail to olle.hillbom@cognosec.com , stating the full name, personal or corporate identity number, address, daytime phone number and, if applicable, information about appointed representative, proxy or assistant.

 

To facilitate registration at the AGM, notification should, where appropriate, be accompanied by a power of attorney, registration certificates and valid authorization documents. Proxy forms will be available on the Company’s website www.cognosec.se and can be sent by mail to shareholders who so request. The power of attorney must be presented no later than the registration at the meeting.

Shareholders who have trustee-registered shares must, in order to be entitled to participate in the Annual General Meeting, request a temporary entry in the Company´s shareholders register maintained by Euroclear Sweden AB. Shareholders must inform their nominee of this, well before Wednesday June 21, 2017 when such entry latest must be executed.

PROPOSED AGENDA

1. Opening of the Meeting

2. Election of Chairman of the Meeting

3. Preparation and approval of voting list

4. Presentation and approval of the agenda

5. Election of two persons to approve the minutes

6. Determination of whether the Meeting has been duly convened

7. Statement by the President

8. Presentation of the annual report and the auditor’s report and consolidated financial statements and consolidated audit report

9. Resolutions on:

a. Adoption of the income statement and balance sheet and consolidated balance sheet;

b. Allocation of results according to the adopted balance sheet;

c. discharge of the directors and the CEO

10. Determination of the number of Directors and Deputy Directors

11. Determination of fees to Board members and auditors

12. Election of Board members and Chairman

13. Resolution on guidelines for remuneration to the executive management

14. Resolution on mandating the Board on decision of emission of new shares

15. Resolution regarding principles for appointing the Nomination Committee

16. Closing of the meeting

PROPOSED RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Item 2: Election of Chairman of the Meeting

Company proposes Jur Kand Stefan Mårtensson as Chairman of the Annual General Meeting 2017

Item 10: Determination of number of Board members

The Company publishes its proposal for AGM decisions no later than on June 7, 2017.

Item 11: Establishment of fees to the Board and auditors

The Company publishes its proposal for AGM decisions no later than on June 7, 2017.

Item 12: Election of Directors and Chairman of the Board

The Company publishes its proposal for AGM decisions no later than on June 7, 2017.

Item 13: Resolution on principal guidelines for remuneration to Company management

The Company proposes to the AGM that resolves to approve the Company’s proposed guidelines for remuneration to senior executives in Cognosec (“the Group”) as follows. The Company’s proposal is broadly consistent with the guidelines of the Swedish Code on remuneration for senior executives. The Board elects among its directors, a remuneration subcommittee to prepare and to review, subsequent decisions regarding remuneration and terms of employment for company management, are all made by the full Board. The Company shall provide remuneration conditions of such level to allow the Company and its subsidiaries to recruit and retain skilled personnel. The Board shall be entitled to deviate from these established guidelines when called for by special reasons.

Item 14. Resolution on mandating the Board on decision of emission of new shares

The Board proposes that the AGM resolves to authorize the Board, during the period until the next AGM, at on one or more occasions, with or without deviation from the shareholders preferential rights, to resolve on issues of shares, convertibles and / or warrants. Payment shall be made in cash, by contribution in kind, set-off or otherwise be conditional. The Company’s share capital can thereby be increased by a maximum of SEK 125 000 to a maximum of 50 million new shares, which upon full subscription and full subscription in the current issue of the Company, resulting in a dilution of approx 20.2 percent of the Company’s share capital and total voting voice.

Item 15. Nomination Committee

The Board proposes that the AGM resolves the decision on principles for annual establishment of a Nomination Committee (NC) under a guideline, Appendix A. The NC shall consist of the Chairman and one representative for each of the four largest shareholders, as of 30 September 30th recorded in the Company´s public shareholders registers, whom make themselves available for this mission. The Nomination Committee shall perform tasks that from time to time are stipulated by the Swedish Code of Corporate Governance and shall remain in office until a new Nomination Committee is appointed. The Nomination committee shall be constituted during the month of October and its members be published in the Company´s interim report for the third quarter.

STATEMENT ON THE TOTAL NUMBER OF SHARES AND VOTES IN COGNOSEC AB

As of the date of this notice, Cognosec AB has a total of 257,179,500 shares and 257,179,500 votes.

GENERAL

The accounts and auditor (items 8-9) and complete proposal for a decision (points 13-14) kept available at the Company’s office at Birger Jarlsgatan 12, SE-114 38 Stockholm and on the Company’s website, www.cognosec.se Date of effect Wednesday, June 7, 2017 and sent to shareholders who so request and state their address. This notice is an adaptation to English from the Swedish original. The Swedish version remains legally binding to the Company.

Stockholm, May 2017

Board of Directors

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