Due to the coronavirus outbreak, Proact will take precautionary measures at the Extraordinary General Meeting. To limit the spread of the virus, no food or refreshments will be served. For the safety of the shareholders, shareholders can exercise their voting rights by post. The postal voting form is available at Proact’s website and the deadline for submitting the form to the company is Wednesday 4 November at 12:00 noon.
Shareholders who wish to participate at the Extraordinary General Meeting shall:
partly be entered in the share ledger kept by Euroclear Sweden AB no later than Wednesday 28 October 2020,
partly notify their intention to participate at the Extraordinary General Meeting, no later than Thursday 29 October 2020, to Proact IT Group AB, Att: Extraordinary General Meeting, P.O. Box 1205, 164 28 Kista, Sweden, telephone no.: +46 8-410 667 11, or e-mail: email@example.com.
The notification of attendance shall state the name, personal/corporate identity number, address and phone number of the shareholder. In case the shareholder intends to be represented by a representative, power of attorney and other authorisation documentation shall be attached to the notification of attendance. If the shareholder intends to bring one or two assistants to the meeting, these should be notified to the company in accordance with the above. A form for power of attorney for participation at the Extraordinary General Meeting is available on the company’s website www.proact.se and is also sent to shareholders upon request and if stating their postal address.
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in order to have the right to participate at the meeting. The shareholder must inform the nominee hereof well in advance prior to Wednesday, 28 October 2020 when such registration shall have been executed at Euroclear Sweden AB.
The total number of shares and votes in the company at the time of this notice amounts to 9,333,886 of which 182,269 are owned by the company.
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of at least one person to approve the minutes
6. Examination of whether the meeting has been properly convened
7. Resolution on dividend
8. Closing of the meeting
Election of chairman of the meeting (item 2)
The nomination committee proposes Eva Elmstedt to be elected chairman at the meeting.
Resolution on dividend (item 7)
At the Annual General Meeting held on 6 May 2020, due to the considerable uncertainty created by the spread of the coronavirus, it was decided that no dividend would be paid for the financial year 2019. During the ongoing pandemic, Proact's position as a data and information management specialist has continued to be important to its customers, and market activity has been higher than expected. This has, in combination with a stable financial position with good liquidity, reduced the uncertainties around the company’s abilities to handle the effects of the pandemic.
In view of the above, the board proposes a dividend for the financial year 2019 of SEK 2.50 per share.
The proposed dividend of SEK 2.50 per share corresponds to 29 percent of the 2019 profit after tax and is thus in line with the company's dividend policy; to distribute 25–35 percent of the profit after taxes.
The dividend is proposed to be paid in one instalment with the record date Monday 9 November 2020. Subject to resolution by the Extraordinary General Meeting in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday 12 November 2020.
Shares and votes
There are in total 9 333 886 shares in the company of which, the company holds 182 269 that may not be represented at the Extraordinary General Meeting.
Shareholder’s right to request information
At the Extraordinary General Meeting, if the board considers it to be made without substantial damage to the company, shareholders have the right to receive information on circumstances that may influence the assessment of an item on the agenda as well as circumstances that may influence the assessment of the company’s or a subsidiary’s financial situation (i.e. the right to request information following from chapter 7, § 32 of the Companies Act (Sw. Aktiebolagslagen)).
Accounting documents and audit report, complete proposal of the resolution and other necessary documentation will be kept available at the company at the address Kistagången 2, Kista, Copies of this documentation will also be sent at no cost for the recipient to the shareholders whom so wishes and whom state their postal address. The documentation is also available on the company’s website www.proact.se.
Processing of personal data
For information on how personal data is processed in connection with the Extraordinary General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proact IT Group AB
The Board of Directors