The shareholders of EMB Mission Bound AB (publ), reg. no. 559214-3316, (the “Company”) are hereby invited to the annual general meeting (“AGM”) to be held on 30 May 2025 at 10:00 a.m. at Advokatfirman Delphi, Mäster Samuelsgatan 17, 111 84 Stockholm.
Right to attend the AGM etc.
Shareholders who wish to attend the AGM must
– be entered in the share register maintained by Euroclear Sweden AB on 21 May 2025,
– register with the Company no later than 23 May 2025.
In addition to registering with the Company for participation, shareholders whose shares are registered in the name of a nominee through a bank or securities institution must, through the nominee, register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected with Euroclear Sweden AB no later than 23 May 2025, which means that the shareholder must inform the nominee well in advance of this date. Shareholders may attend the AGM in person or by authorised proxy and may be accompanied by a maximum of two assistants.
Notification and registration
Notification of attendance at the AGM can be made by post to EMB Mission Bound AB (publ), Östermalmstorg 1, 114 42 Stockholm or by e-mail to info@embplc.com. When giving notice of attendance, shareholders must state their name, personal or corporate identity number, postal address, daytime telephone number and shareholding, as well as details of any advisors and proxies. Shareholders may bring a maximum of two assistants. Proxies must submit the relevant authorisation documents before the AGM. Proxy forms are available on the Company’s website, www.embplc.com, and will be sent by post to shareholders who contact the Company and provide their address.
Participation by proxy
If participation is by proxy, the power of attorney should be sent to EMB Mission Bound AB (publ), Östermalmstorg 1, SE-114 42 Stockholm, Sweden, or by e-mail to info@embplc.com well in advance of the AGM. Proxy forms for shareholders who wish to are available on the Company’s website (www.embplc.com) and will be sent to shareholders who so request via mail.
Proposed agenda
- Election of the chairperson;
- Approval of the voting register;
- Election of one or two persons to approve the minutes;
- Determination of whether the annual general meeting has been duly convened;
- Approval of the agenda;
- Presentation of the annual accounts and the auditors’ report, as well as the consolidated accounts and the consolidated auditors’ report;
- Resolution on a)adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet b)the appropriation of the company’s profit or loss as shown in the adopted balance sheet; c)discharge from liability the members of the board of directors and the managing director;
- Resolution on remuneration to the board of directors and the auditor;
- Election of the board of directors and auditor;
- Resolution on the adoption of instructions for the nomination committee;
- Appointment of the nomination committee;
- Resolution on remuneration to the board of directors and the auditor;
- Closing of the annual general meeting.
Proposals for resolution
Item 1 – Proposal for the election of the Chairman
The nomination committee proposes that Emil Apelman, Advokatfirman Delphi, be elected chairman of the AGM, or in his absence, the person designated by the board of directors.
Item 7.b – Proposal for resolution on the appropriation of the company’s profit or loss according to the adopted balance sheet
The board of directors proposes that no dividend be paid and that all funds available to the AGM be carried forward.
Item 8 – Proposal for determination of fees to the board of directors and auditors
The nomination committee proposes that the fee to the chairman of the board shall be SEK 240,000 and SEK 120,000 each to the other members elected by the AGM who are not employed by the Company.
Fees to the auditor are proposed to be paid according to approved invoices.
Item 9 – Proposal for the board of directors and auditor
Number of members of the board of directors
The nomination committee proposes that the board of directors shall consist of three (3) members without any deputies until the next annual general meeting.
Board of directors
The nomination committee propose the re-election of Calvin Lim Eng Kiat, Cosmin Mihai Stan and Hans Isoz as members of the board of directors until the next annual general meeting. Calvin Lim Eng Kiat is proposed for re-election as chairman of the board of directors.
Information on all proposed members is available on the Company’s website, www.embplc.com.
*Auditor
*The nomination committee proposes, for the period until the end of the next annual general meeting, re-election of the registered auditing firm Deloitte AB, with Zlatko Mehinagic as auditor in charge.
Item 10 – Proposal for resolution on the adoption of instructions for the nomination committee
The nomination committee proposes that the annual general meeting adopts the following instruction, which shall apply until further notice. These instructions, the current composition of the nomination committee and how to contact the nomination committee shall be made available on the Company’s website.
1. Members of the nomination committee
The Company shall have a nomination committee. The members of the nomination committee shall be nominated by major shareholders in the Company, whereby the three largest shareholders in the Company in terms of voting rights according to the share register kept by Euroclear Sweden as of the last banking day in February are entitled to nominate one member each. If fewer than three members have been nominated in accordance with the above, the other shareholders in order of voting power shall be given the opportunity to nominate one member each until a total of three members have been nominated. However, the Company shall not be obliged to consult more than five additional shareholders. The shareholder who controls the most votes in the company is entitled to nominate the chairman of the nomination committee.
The nominated members (including the chairman of the nomination committee) shall be elected by the annual general meeting of the Company as members of the nomination committee for the period until the end of the next annual general meeting. The notice of the annual general meeting shall state which members have been nominated.
2. Changes in the nomination committee
Changes in the composition of the nomination committee may occur in the following cases.
a) A member wishes to resign early or is unable to complete his or her mandate or a shareholder wishes to change his or her nominated member, in which case a request must be sent to the chairman of the nomination committee (or, if the request concerns the chairman, to another member of the nomination committee) and receipt of the request shall constitute acceptance of the request.
b) A shareholder who has not nominated a member of the nomination committee becomes larger in terms of votes than a shareholder who has nominated a member of the nomination committee, in which case the larger shareholder shall be entitled to replace such nominated member, or if there is otherwise a significant change in the ownership of the Company, in which case the nomination committee shall be entitled to decide independently to dismiss and/or appoint additional members in order to ensure that the composition of the nomination committee reflects the ownership of the Company.
c) The nomination committee may offer vacancies on the nomination committee to shareholders or members nominated by shareholders in order to ensure that the composition of the nomination committee reflects the ownership structure of the Company.
Changes in the nomination committee shall be announced by the Company as soon as possible.
3. Tasks of the nomination committee
The chairman of the nomination committee shall convene the first meeting of the nomination committee.
The nomination committee shall prepare and, in good time before the board of directors issues the notice of the annual general meeting, submit to the chairman of the board of directors the nomination committee’s proposals for:
a) the election of the chairman and other members of the board of directors
b) decision on the remuneration of the board of directors
c) election of auditor
d) decision on the auditor’s remuneration,
e) election of the chairman of the meeting, and
f) decisions on amendments to these instructions (if the nomination committee deems it necessary).
The proposals of the nomination committee shall be included in the notice of the annual general meeting.
4. Fees
No fees shall be paid to the members of the nomination committee. The nomination committee shall be entitled to charge the company with costs for, for example, recruitment consultants or other costs required for the nomination committee to fulfil its mandate.
5. Amendments to these instructions
These instructions for the nomination committee shall apply until the general meeting of the company decides to amend them.
Item 11 – Proposal for resolution on appointment of nomination committee
The nomination committee proposes the re-election of members Yi Ning Ko and Calvin Lim Eng Kiat and the election of Bryan Fun Kha Choong.
Item 12 – Resolution on authorisation for the board of directors to resolve on new issues of shares, warrants and/or convertibles
The board of directors has proposed that the AGM resolves to authorise the board of directors, within the limits of the articles of association applicable at any given time for shares and share capital, on one or more occasions, during the period until the next annual general meeting, to resolve on new issues of shares, warrants and/or convertibles with or without preferential rights for the shareholders. Such issue decision may be made with provision for payment in kind, set-off or cash payment.
The purpose of the authorisation and the reason for any deviation from the shareholders’ preferential rights is to enable issues to be made in a time-efficient manner in order to finance acquisitions or investments in new or existing businesses and to meet the company’s capital requirements.
The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments to this resolution as may be necessary for registration with the Swedish Companies Registration Office or due to other formal requirements.
Majority requirement
Resolutions under item 12 of the agenda must be supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.
Available documents
Accounting documents and the auditor’s report for the financial year 2024 and other required documents including, inter alia, proxy forms will be made available at least three weeks prior to the AGM on the Company’s website (www.embplc.com) and at the Company, EMB Mission Bound AB (publ), Östermalmstorg 1, SE-114 42 Stockholm, Sweden. Copies of these documents will be sent free of charge to shareholders who so request and who provide their postal address. The required documents will also be presented at the AGM.
Information at the AGM
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 harm to the Company, provide information at the AGM on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s financial situation.
Number of shares and votes
At the time of issue of the notice, the total number of shares in the company amounts to 297,020,539. The total number of votes amounts to 297,020,539.
Processing of personal data
For information on how personal data is processed in connection with the AGM, please refer to the privacy policy available on Euroclear Sweden AB’s website. (https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf).
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Stockholm in April 2025
EMB Mission Bound AB (publ)
The board of directors
