The shareholders of Thinc Collective AB, 556854-8860, (“The company"Or"Thinc Collective”), is hereby summoned to the Annual General Meeting on Friday, May 26, 2023. at 4:30 p.m. at the Company's head office at Södra Hamngatan 35 in Gothenburg. The meeting room will open at 4:15 p.m. for registration. Registration for participation at the Annual General Meeting will be discontinued when the meeting opens.
Right to participate and registration
Shareholders who wish to participate in the general meeting must
Nominee registered shares
Shareholders who have their shares registered in a nominee capacity, through a bank or other nominee, must, in order to be entitled to participate in the Annual General Meeting, temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed no later than Monday, May 22, 2023, which means that shareholders who wish to do so must notify the nominee well in advance of the aforementioned date.
Agents etc.
If shareholders are to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (however, no longer than five years) has been stated in the power of attorney. If the power of attorney has been issued by a legal entity, the proxy must also bring a current registration certificate or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. The power of attorney form is available on the Company's website www.thinccollective.se and sent by mail to shareholders who contact the Company and provide their mailing address.
Number of shares and votes
The number of outstanding shares in the Company at the time of this notice totals 17,064,005. The Company holds no treasury shares.
Business at the meeting
Proposal for agenda
NOMINATION COMMITTEE
In accordance with the decision of the 2022 Annual General Meeting, a nomination committee has been established. The nomination committee has consisted of the Company's three largest owners, Anders Wallqvist, Rune Nordström and Hans Jacobsson.
NOMINATION COMMITTEE'S PROPOSAL
Election of chairman at the meeting (item 2)
The Nomination Committee proposes that Hans Jacobsson be elected Chairman of the Annual General Meeting, or in his absence, the person designated by the Board of Directors.
Decision on the number of board members and auditors (item 11)
The nomination committee proposes that the board of directors of Thinc Collective shall consist of six members and without deputies, and that a registered accounting firm be appointed as auditor.
Determination of fees for board members and auditor (item 12)
The total remuneration to the board members is proposed to be seven price base amounts to be distributed with 2 price base amounts to the chairman and 1,5 price base amounts to each board member. No board fee shall be paid to Peter Westman, who is CEO of the subsidiary Context Media AB, and Lena Stenberg, who is CEO of the subsidiary DNA Agency AB.
The Nomination Committee proposes that the auditor's fee be paid according to an invoice approved by the Company.
Election of Board members and Chairman of the Board (item 13)
For the period until the next Annual General Meeting, the Nomination Committee proposes the re-election of Hans Jacobsson, Lisa Nilsson, Gabriele Helmer, Stefan Winström and Peter Westman as well as the new election of Lena Stenberg.
The Nomination Committee proposes the re-election of Hans Jacobsson as Chairman of the Board.
Detailed information about all persons proposed to be elected as board members is available on Thinc Collective's website, www.thinccollective..se.
Election of auditor (item 14)
The Nomination Committee proposes that the registered accounting firm BDO i Göteborg AB be elected as the Company's auditors for the period until the next Annual General Meeting. BDO i Göteborg AB has informed that the authorized public accountant Katarina Eklund will be appointed as the auditor in charge if BDO i Göteborg AB is elected as auditor.
Decision on principles for the composition of the nomination committee (item 15)
The Nomination Committee proposes that the Annual General Meeting resolves that Thinc Collective shall have a Nomination Committee consisting of at least one representative for each of the three largest shareholders in terms of votes as of September 30, 2023, and whose principles for composition and appearance shall otherwise in all material respects comply with the Code.
BOARD OF DIRECTORS' PROPOSAL
Decision on allocations regarding the company's results according to the adopted balance sheet (item 9)
The Board of Directors proposes that a dividend of SEK 0,02 per share be paid. The Board of Directors proposes Tuesday, May 30, 2023 as the record date for receiving the dividend. If the meeting resolves in accordance with the proposal, payment of the dividend is expected to take place on Friday, June 2, 2023 through Euroclear Sweden AB.
Authorization for the board of directors to decide on new issues of shares and/or warrants and/or convertibles (item 16)
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to, on one or more occasions during the period up to the next Annual General Meeting, decide on new issues of shares and/or convertibles and/or warrants. The number of shares that may be issued, the number of shares that may be subscribed for with the support of warrants to subscribe for new shares, and the number of shares that convertibles shall entitle to conversion into, shall in total amount to such a number as is within the limits of the articles of association regarding the number of shares and share capital.
The board's decision on the issue shall be possible with or without deviation from the shareholders' preferential rights.
The board's authorization shall include the right to decide on a cash issue, an issue in kind or that shares, convertibles or warrants shall be subscribed for with a right of set-off. In the event of a decision on an issue with a deviation from the shareholders' preferential rights, the starting point for determining the issue price shall be the market value of the share at the time of the respective issue.
The proposal for authorization to issue shares gives the board flexibility in its work to finance and enable continued expansion both organically and through acquisitions.
Furthermore, the authorization gives the Board the opportunity to, at any time, optimize the Company's capital structure.
The board, or the person appointed by the board, shall have the right to make minor adjustments to the decisions of the annual general meeting that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
For decisions in accordance with the proposal, it is required that the decision be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the general meeting.
Resolution on amendment to the articles of association regarding the number of shares (item 17)
The Board of Directors proposes that the Annual General Meeting resolves to adopt new articles of association in accordance with the following.
The amendment to item 5 of the articles of association is proposed in order to enable the reverse stock split that the board of directors proposes according to item 18 of the agenda.
The change concerns the following:
Current wording
Proposed wording
5 Number of sharesNumber of shares The number of shares shall be a minimum of 94,000,000 and a maximum of 376,000,000.
5 Number of sharesThe number of shares shall be a minimum of 9,400,000 and a maximum of 37,600,000.
The board of directors or the person appointed by the board of directors is authorized to make minor adjustments to this decision that may be necessary in connection with registration with the Swedish Companies Registration Office.
The decision is conditional on the meeting making decisions in accordance with item 18 on the agenda and on these decisions being registered with the Swedish Companies Registration Office.
For decisions in accordance with the proposal, it is required that the decision be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the general meeting.
Resolution on a 1:10 share split (so-called reverse split) (item 18)
The Board of Directors proposes that the Annual General Meeting resolves on a merger (so-called reverse split) whereby 10 shares are merged into one share (1:10). If a shareholder's current shareholding does not correspond to a full number of new shares, this shareholder will receive from one or more existing shareholders in the Company, free of charge, so many shares (1-9) that his holding, after the addition of the shares provided, is evenly divisible by 10, so-called rounding up. The merger means that the number of shares, which as of the date of the notice amounts to a total of 163,348,380, will be reduced to a total of 16,334,838. The quota value of the share is currently SEK 0,11, and after the merger is completed, it will be SEK 1,1.
The reason for the combination is that the Board wishes to achieve a more appropriate number of shares. The decision is conditional on one or more existing owners of the Company contributing shares free of charge to those shareholders whose number of shares is not evenly divisible by ten (10). The value of such equalization shares is considered to be negligible and the cost shall be borne by the contributing shareholders.
The resolution shall be registered with the Swedish Companies Registration Office and it is proposed that the general meeting authorizes the board of directors to determine the record date for the merger, which shall fall after the record date for the dividend, and to take the other measures required to implement the merger.
The board, or the person appointed by the board, shall have the right to make any minor adjustments that may be necessary in connection with registration of the decision with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
The decision is conditional on the meeting making decisions in accordance with item 17 on the agenda and on these decisions being registered with the Swedish Companies Registration Office.
Decision on adjustment authorization (item 19)
The board of directors proposes that the annual general meeting authorizes the board of directors to make minor adjustments and clarifications in decisions made at the meeting that may prove necessary to be able to register the decisions with the Swedish Companies Registration Office and/or Euroclear.
Provision of documents
Accounting documents, audit report and other documents that must be available according to the Companies Act will be available to shareholders no later than three weeks before the Annual General Meeting at the Company and on the Company's website, www.thinccollective.se and will be sent to shareholders who request it and provide their postal or e-mail address. The documents are presented, and the information is provided, by keeping them available at the Company and on the Company's website. The documents can be requested at the address Thinc Collective AB, Södra Hamngatan 35, 411 14 Gothenburg or by e-mail: anders.wallqvist@thinccollective.se.
Processing of personal data
For information about how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Gothenburg in April 2023
Thinc Collective AB (publ)
Board of Directors
For further information, please contact:
Anders Wallqvist, CEO Thinc Collective AB
anders.wallqvist@thinccollective.se