The shareholders of Terranet AB, reg. no. 556707-2128, (the "Company") are hereby invited to the extra general meeting on Thursday 30 December 2021.
Information with respect to the coronavirus
The Company is mindful of the health and well-being of its shareholders and employees. It´s important for the Company to take a social responsibility and contribute to reduce the risk of transmission of the Covid-19. Due to the extraordinary situation the general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the extra general meeting.
Information on the decisions of the general meeting will be published as soon as the outcome of the postal voting is finally compiled on Thursday 30 December 2021.
Right to attend the general meeting
Shareholders who wish to participate through advance voting in the general meeting must:
- on the record date, which is Tuesday 21 December 2021, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their intention to participate in the general meeting by casting their advance votes in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by the Company no later than on Wednesday 29 December 2021.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Tuesday 21 December 2021 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 23 December 2021 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth below and at the Company's disposal no later than on Wednesday 29 December 2021. A proxy form will be available on the Company's website, www.terranet.se, and will also be sent to shareholders who so request and inform the Company of their postal address.
Advance voting
In view of the recent developments of the spread of the corona virus (Covid-19), the Company has taken certain precautionary measures in relation to the general meeting. The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for advance voting. The form is available at www.terranet.se. The advance voting form is valid as a notification to the general meeting.
In the advanced voting form, the shareholders may request that resolution in one or more of the matters raised in the proposed agenda be postponed to a so-called continued general meeting, which may not be held solely by advanced voting. Such a continued meeting for a decision in a specific matter shall take place if the meeting decides on it or if the owners of at least one tenth of all shares in the Company so requests.
The completed voting form must be received by the Company no later than on Wednesday 29 December 2021. The completed form shall be sent to the address: Terranet AB, Att: Pål Eriksson, Mobilvägen 10, 223 62 Lund, Sweden. The completed form may alternatively be submitted electronically and is then to be sent to pal.eriksson@terranet.se. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
Draft agenda
- Opening of the meeting.
- Election of chairman of the meeting and appointment of the keeper of the minutes.
- Preparation and approval of the voting list.
- Election of one person to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Approval of the agenda.
- Resolution regarding fees to the board of directors.
- Determination of the number of directors.
- Election of directors to the board.
- Closing of the meeting.
Proposed resolutions
Item 2: Election of chairman of the meeting and appointment of the keeper of the minutes.
The nomination committee proposes that Carl Svernlöv, Attorney at law, at Baker & McKenzie Advokatbyrå KB is appointed as chairman of the general meeting and keeper of the minutes or, in his absence, the person appointed by him.
Item 3: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list prepared by the Company, based on the Company's share register received by Euroclear Sweden AB and the advance votes received, and as verified by the person elected to approve the minutes.
Item 4: Election of one person to certify the minutes
The board of directors proposes that Sofie Sternberg, LL.M., at Baker & McKenzie Advokatbyrå KB or, in her absence, the person or persons instead appointed by him, to be elected to certify the minutes of the general meeting. The task of certifying the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.
Item 6: Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 7: Resolution regarding fees to the board of directors
Shareholders representing approximately 26 percent of the total number of shares and votes in the Company propose that the fees to each director elected by the meeting and who is not employed by the Company or the group shall be SEK 100,000.
The board of directors intends to establish a remuneration committee to handle, e.g., preparations of the board's decisions on issues concerning principles for remuneration, to consist of three persons. It is, therefore, proposed that the general meetings approves a fee of SEK 25,000 to be paid to each member of the remuneration committee.
Item 8-9: Determination of the number of directors and election of directors to the board
Shareholders representing approximately 26 percent of the total number of shares and votes in the Company (the "Proposers") propose that the board of directors shall comprise of six directors without deputies. The board directors Arne Hansson, Lars Novak and Michel Roig have announced that they will resign on the day of the general meeting.
The Proposers also propose that Anders Blom, Magnus Edman, Nils Wollny and Tarek Shoeb are elected as new directors.
Information regarding Anders Blom
Education and background
Anders Blom has more than 25 years of experience within international finance and business development from the pharmaceutical industry, which includes positions as business controller at Pharmacia & Upjohn, corporate controller and head of business- and corporate development at Q-Med AB (publ) (today Galderma), partner and CEO at venture capital firm Nexttobe AB and Executive VP and CFO at Oasmia Pharmaceutical AB (publ). In addition, Anders has extensive board experience from many companies within pharma- and tech sectors including, but not limited to, Hansa Biopharma (publ), Biolamina AB, Delta Projects AB, Selego AB, Hunterhex International Ltd and Challengehop Inc.
Anders has a bachelor of science (BSc) in business administration and economics at Uppsala University.
Ongoing assignments: Chairman of the board of Maida Vale Capital AB, board member of Hunterhex International Ltd and Hunterhex AB, Wonderboo AB, Challengehop Inc., Alzinova AB (publ) and Emotra AB (publ).
Birth year: 1969
Nationality: Swedish
Shareholding in the Company, including related natural and legal persons: 1,804,000 shares and 77,031 warrants.
Anders Blom is considered to be independent in relation to the Company and the company management but not in relation to major shareholders.
Information regarding Magnus Edman
Education and background
Magnus Edman has more than 30 years of experience within the fields of electronics, mechanics and software engineering, as well as general management, product management and sales. Magnus is the founder and CEO of Prevas Development AB, a company which provides innovative solutions, including prototype manufacturing of complex systems including the development of all its electronics, mechanics and software components, most often based on different types of sensor technologies. Magnus is also the co-founder of Aims AB, developing world class advanced inertial measurement systems (IMU), which now is part of KEBNI AB (publ), where Magnus since 2019 is a board member. Prior to Magnus' experience as a founder and entrepreneur of Prevas Development AB in 2001, he worked with Daimler Chrysler GMBH and Bofors/SAAB Dynamics, between the years 1990 and 2001.
Magnus is certified in electronics engineering at the upper secondary school of Bergslagen.
Ongoing assignments: CEO of Prevas Development AB, Board member of KEBNI AB (publ) and ASTGW AB.
Birth year: 1967
Nationality: Swedish
Shareholding in the Company, including related natural and legal persons: None.
Magnus Edman is considered to be independent in relation to the Company, the company management and major shareholders.
Information regarding Nils Wollny
Education and background
Nils Wollny brings extensive experience in strategy, digital business, and innovation through his current role as CEO of Holoride, a spin-off from Audi focusing on the next generation of in-car entertainment. Nils' passion for mobility and media led him to co-found Holoride in 2018, and since then, Holoride has been named the "Best of CES 2019" and acknowledged by TIME Magazine as one of "The 100 Best Inventions of 2019". Additionally, Nils was named a "Rising Star" for 2020 by Automotive News Europe. In 2018, German Automobilwoche acknowledged Nils as a "40 under 40" high-potential manager. Prior to co-founding Holoride, Nils led one of Europe's leading digital agencies as a managing director before joining Audi as head of digital business. In this role, he was responsible for digital services and platforms.
Nils has a diploma in foreign trade and international management at University of Applied Sciences Hamburg.
Ongoing assignments: CEO of Holoride GmbH.
Birth year: 1981
Nationality: German
Shareholding in the Company, including related natural and legal persons: None.
Nils Wollny is considered to be independent in relation to the Company, the company management and major shareholders.
Information regarding Tarek Shoeb
Education and background
Tarek Shoeb's professional background has been as a generalist within private equity investing across multiple industries, stages, and geographies. He has completed transactions in Europe, the Americas, India and the Middle East. Tarek has worked at Goldman Sachs (London), One Equity Partners (New York), Cerberus (London) and the commodity company Vitol (London). While he has invested across multiple industries such as healthcare, services, industrials and distribution, Tarek's focus during his time at Vitol was exclusively on investments in the Energy and O&G sectors. In parallel, he has been an active personal investor in growth equity and has concluded investments in fintech, service-tech, renewable packaging, seafood, cellular leather and sports among others.
Tarek received his B.A. from the American University in Cairo, Egypt and his M.B.A. from Harvard Business School.
Ongoing assignments: None.
Birth year: 1969
Nationality: British
Shareholding in the Company, including related natural and legal persons: None.
Tarek Shoeb is considered to be independent in relation to the Company, the company management and major shareholders.
Number of shares and votes
The total number of shares in the Company as of the date of the notice amounts to 314,852,930 shares, of which 1,137,463 are A shares corresponding to 2,274,926 votes and 313,715,467 are B shares corresponding to 313,715,467 votes, whereby the total number of votes amounts to 315,990,393 votes. The Company does not own any of its own shares.
Other
The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and at the Company's website www.terranet.se and will be sent to shareholders who request it and provide their e-mail or postal address.
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting on matters that may affect the assessment of an item on the agenda or the Company's financial information. Such duty to provide information applies also to the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e., Monday 20 December 2021 by post to the Company's address Mobilvägen 10, 223 62 Lund, Sweden or by e-mail to pal.eriksson@terranet.se. The information will be made available at the Company's website, www.terranet.se and at the head office no later than on Saturday 25 December 2021. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its e-mail or postal address.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://ift.tt/2WQ6bMd.
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Lund in December 2021
Terranet AB
The board of directors
About Terranet
Terranet AB (Nasdaq: TERRNT-B). With a vision to save lives Terranet designs and develops a new class for vision-based sensor systems, used for road safety. It markets and delivers a software stack with features available across vehicle platforms and car models. The technology was handpicked and showcased twice at Startup Autobahn in 2021. The company is located in Lund and Stuttgart. Terranet AB (publ) is listed on the Nasdaq First North Premier Growth Market. Discover more about Terranet: www.terranet.se/en/. You can now subscribe to Terranet’s newsletter, sign up at: www.terranet.se/en/ir-2
For more information:
Thomas Falkenberg
CFO
+ 46 703 360 346
Media Contact
Sam Aurilia
FischTank PR
This information is such that Terranet AB is required to make public in accordance with the EU’s Market Abuse Regulation (MAR). The information was made public by the Company’s contact person above on December 13, 2021 at 11.30 am CET.
Certified Adviser: Mangold Fondkommission AB, 08-503 015 50, ca@mangold.se
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