STOCKHOLM, Dec. 14,
2022 /PRNewswire/ -- At the request of Philip
Morris Holland Holdings B.V., corporate registration number
20028955 ("Philip Morris"), which after completion of the
public takeover offer to the shareholders of Swedish Match AB
(publ), corporate registration number 556015-0756 ("Swedish
Match" or the "Company") holds more than 90 percent of
all the shares and votes in Swedish Match, the shareholders of the
Company are hereby convened to an Extraordinary General Meeting to
be held on Monday, January 16, 2023
at 11.00 CET at Sveavägen 44, Stockholm.
Proposed
agenda
- Opening of the General Meeting and election of the
Chairman of the General Meeting.
- Preparation and approval of the voting
list.
- Election of one or two persons to verify the
minutes.
- Determination of whether the General Meeting has been
duly
convened.
- Approval of the
Agenda.
- Resolution regarding amendment of the Articles of
Association.
- Resolution regarding the number of members of the Board
of Directors to be elected by the General
Meeting.
- Election of members of the Board of Directors and
dismissal of members of the Board of
Directors.
- Resolution regarding remuneration to the members of the
Board of
Directors.
- Resolution regarding abolishment of the instruction for
the Nomination Committee adopted by the Annual General Meeting
2019.
- Resolution regarding amendment or abolishment of the
principles for remuneration to members of the executive management
adopted by the Annual General Meeting 2020.
Proposed resolutions
Item 1: The Board of Directors proposes Björn
Kristiansson, attorney at law, KANTER Advokatbyrå, as the Chairman
of the General Meeting.
Item 6: Philip Morris proposes that the General
Meeting resolves to amend paragraph 6 of the Articles of
Association of the Company regarding the number of Board members in
accordance with the following.
§ 6
|
Current wording
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Proposed wording
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Apart from those who
may be
otherwise appointed due to legal
requirements, the Board of Directors
shall comprise a minimum of five and
a maximum of ten members.
|
Apart from those who
may be
otherwise appointed due to legal
requirements, the Board of Directors
shall comprise a minimum of four
and a maximum of ten members.
|
The resolution of the General Meeting with regard to the
proposal under item 6 requires the support of shareholders
representing at least two thirds of both the votes cast and the
shares represented at the General Meeting.
Item 7: Philip Morris proposes that the Board of
Directors shall consist of five Board members with no deputies (not
including the union representatives and their deputies).
Item 8: Philip Morris proposes that Stefano Volpetti, Charles Bendotti and Lars Dahlgren are elected as new members of the
Board of Directors together with existing members of the Board of
Directors Conny Karlsson and
Charles A. Blixt, with Conny Karlsson as continued Chairman of the
Board. It is further proposed that the other current members of the
Board of Directors, Jacqueline
Hoogerbrugge, Alexander
Lacik, Pauline Lindwall,
Sanna Suvanto-Harsaae and Joakim
Westh, are dismissed.
Item 9: Philip Morris proposes that no remuneration shall
be paid to the new members of the Board of Directors Stefano Volpetti, Charles Bendotti and Lars Dahlgren, and that the remuneration to the
dismissed members of the Board of Directors Jacqueline Hoogerbrugge, Alexander Lacik, Pauline
Lindwall, Sanna Suvanto-Harsaae and Joakim Westh shall be paid as resolved by the
Annual General Meeting in the Company held on April 27, 2022, with one-twelfth for each
commenced month between April 27,
2022, and date of this General Meeting.
Item 10: As a result of the new ownership in the Company,
Swedish Match applied for delisting of the Company's shares from
Nasdaq Stockholm on December 5, 2022,
with last day of trading as soon as possible. Philip Morris
therefore proposes that the instruction for the Company's
nomination committee adopted by the Annual General Meeting in the
Company held on April 2, 2019, is
abolished with effect from the date of the delisting from Nasdaq
Stockholm.
Item 11: Philip Morris proposes that the guidelines for
remuneration to senior executives, adopted by the Annual General
Meeting in the Company held on April 9,
2020, are abolished with effect from the date of the
delisting from Nasdaq Stockholm.
Right to participate in the General Meeting
In order to participate in the General Meeting, you need to be
registered as a shareholder in the share register kept by Euroclear
Sweden AB on Thursday, January 5,
2023. In addition, you need to notify Swedish Match of your
intention to participate in the General Meeting no later than
Monday, January 9, 2023, at which
time the notification shall have been received by Swedish Match.
Shareholders who wish to be accompanied by one or two assistants at
the General Meeting shall also inform Swedish Match thereof within
the appointed period of time.
Notice of participation
Notice of participation may be submitted in writing to Swedish
Match AB (publ), "extra bolagsstämman", c/o Euroclear Sweden AB,
P.O 191,101 23 Stockholm, Sweden,
by telephone at +46 (0)8 402 90 42 (09.00 – 16.00 CET), or via
the Internet at www.swedishmatch.com/agm. Upon giving notice of
participation, the shareholder shall state his or her name/company
name, civic ID/corporate registration number, address, telephone
number (daytime) and the name(s) of assistant(s), if any.
Proxy
Shareholders who are represented by proxy shall issue a power of
attorney for the proxy. If the power of attorney is issued by a
legal entity, a copy of the corporate registration certificate for
such legal entity shall be enclosed (or if no such document is
available, an equivalent authorization document). The proxy is
valid for one year from the date of issuance or the longer period
of validity stated in the proxy, however not longer than five years
from the date of issuance. To facilitate entry at the General
Meeting, the power of attorney in original as well as the corporate
registration certificate and other authorization documents, if any,
should be provided to the Company at the address stated above no
later than on Monday, January 9,
2023.
Proxy form
Proxy forms are available upon request to the address stated above
and on the Company's website www.swedishmatch.com.
Voting right registration
Shareholders whose shares are nominee registered and who wish to
participate in the General Meeting must have their shares
re-registered in their own name so that the shareholder is entered
in the share register on Thursday, January
5, 2023. Such re-registration may be temporary (i.e. voting
right registration) and shall be requested from the nominee in
sufficient time. Voting right registrations made no later than
Tuesday, January 10, 2023, are taken
into account when preparing the share register kept by Euroclear
Sweden AB.
Documents
Documents which according to the Swedish Companies Act (2005:551)
must be available at the General Meeting will be made available at
Swedish Match headquarters (Legal Department) at Sveavägen 44, in
Stockholm, Sweden, no later than
Monday, December 26, 2022. The
documents will be sent to shareholders upon request, provided that
such shareholder states its address. All the above documents will
be available on the Company's website, www.swedishmatch.com and be
presented at the General Meeting.
Number of shares and votes in the Company
The total number of shares and votes in Swedish Match AB (publ) as
the time of notice to the General Meeting amounts to 1,525,000,000
of which 4,285,810 shares are repurchased own shares which may not
be represented at the General Meeting.
Information at the General Meeting
The Board of Directors and the CEO shall, if any shareholder so
requests and the Board of Directors considers that it may be done
without significant harm to the Company, in accordance with Chapter
7 § 32 of the Swedish Companies Act (2005:551) provide information
regarding circumstances that may affect the assessment of an item
on the Agenda, and circumstances that may affect the assessment of
the Company's or its subsidiaries' financial position and the
Company's relation to other companies within the Group.
Process of personal data
The data received will be computerized and used solely for the
purpose of the General Meeting. For information on how your
personal data is processed, please refer to
https://www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammor-engelska.pdf.
The entrance to the venue for the General Meeting will open at
10.30 CET.
Stockholm, December 2022
SWEDISH MATCH AB (publ)
The Board of Directors
Contact:
Johan Levén, Vice President Investor Relations
Phone +46 70 207 2116
The following files are available for download:
https://mb.cision.com/Main/2004/3684576/1737796.pdf
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Swedish Match Notice
Extraordinary Shareholders Meeting 2023_ENG
|
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SOURCE Swedish Match