Annual General Meeting 31 May 2022

Notice of annual general meeting in Skogsaktiebolaget Eternali

The shareholders of Skogsaktiebolaget Eternali, reg. no. 559247-4976, (the “Company”) are hereby invited to the annual general meeting on Tuesday 31 May 2022.

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 Friday 20 May 2022, be registered in the share register maintained by Euroclear Sweden AB; and
  • no later than on Monday 30 May 2022 notify Skogsaktiebolaget Eternali of their intention to participate in the general meeting by casting their advance votes in accordance with the instructions below so that the advance voting form is received by the Company no later than on 30 May 2022.

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 Friday 20 May 2022 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 Tuesday 24 May 2022 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 above and at the Company’s disposal no later than on 30 May 2022. A proxy form will be available on the Company’s website, www.eternali.se, and will also be sent to shareholders who so request and inform the Company of their postal address.

Advance voting
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 (2022:121) 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.eternali.se. The advance voting form is valid as a notification to the annual 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 Monday 30 May 2022. The completed form shall be sent to the address: Skogsaktiebolaget Eternali, Att: c/o Office Stureplan, Birger Jarlsgatan 20, 114 34 Stockholm. The completed form may alternatively be submitted electronically and is then to be sent to info@eternali.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

  1. Election of chair and keeper of the minutes of the meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one person to certify the minutes
  5. Determination of whether the meeting has been properly convened
  6. Presentation of the annual report and the auditors’ report
  7. Resolution regarding:
    a) adoption of income statement and balance sheet,
    b) the profit or loss of the Company in accordance with the adopted balance sheet and group balance sheet, and
    c) discharge from liability of the board of directors and the managing director
  1. Determination of fees to the board of directors and to the auditor
  2. Election of board of directors and auditors
  3. Amendment of the articles of association
  4. Resolution to authorize the board of directors to resolve on issuances
  5. Closing of the meeting

Proposed resolutions

Item 1: Election of chair and keeper of the minutes of the meeting
It is proposed that Carl Svernlöv, Attorney at law, at Baker & McKenzie Advokatbyrå is appointed as chair of the general meeting and keeper of the minutes or, in his absence, the person appointed by him.

Item 2: 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 3: Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.

Item 4: Election of one person to certify the minutes
The board of directors proposes that Carl Isaksson, at Baker & McKenzie Advokatbyrå or, in his 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 7.b: Resolution regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.

Item 8: Determination of fees to the board of directors and to the auditor
It is proposed that the remuneration to each director elected by the meeting and who is not employed by the Company or the group shall be SEK 75,000 and the chair of the board of directors is to receive SEK 150,000.

Remuneration to the auditor is to be paid according to approved invoice.

Item 9: Election of the board of directors and auditors
It is proposed that the board of directors shall consist of five directors without deputies.

It is proposed that Gustavo Silveira, Kerstin Sundberg, Karoline Marques, Andreas Forssell and Daniel Stålbo are re-elected as directors. It is further proposed that Gustavo Silveira is re-elected as chair of the board of directors.

It is also proposed re-election of the registered auditing firm BDO Mälardalen AB for the period until the end of the annual general meeting 2023. BDO Mälardalen AB has announced that the authorized auditor Johan Pharmanson continues as main responsible auditor.

Item 11: Amendment of the articles of association
The board of directors proposes that the annual general meeting resolves to amend the articles of association as follows:

It is proposed to change to object of the Company to better reflect the actual business. The articles of association § 3 will thereby have the following wording:

Bolaget ska bedriva verksamhet inom områdena skogsbruk, bioenergi, massa och kemitekniska lösningar. Genom egen utveckling och i samarbete med andra aktörer bidra till och erbjuda innovativa lösningar för massa, energi och produkter baserade på träfiber och cellulosa, såsom för förpacknings- och klädindustrin. Bolaget ska investera direkt eller indirekt i skogs- och jordbruksfastigheter, äga och förvalta innehav i andra cellulosarelaterade företag och värdepapper samt därmed förenlig verksamhet.

Item 11: Resolution to authorize the board of directors to resolve on issuances
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertibles and/or warrants with or without preferential rights for the shareholders, within the limits of the articles of association, to be paid in cash, in kind and/or by way of set-off.

The board of director’s ability to make decisions on issuances without preferential rights for shareholders as described above is primarily for the purpose of being able to raise new capital to increase the Company’s flexibility or in connection with acquisitions.

Issuance of new shares based on the authorization shall be carried out on customary terms under prevailing market conditions. If the board of directors deems it appropriate to enable the delivery of shares in connection with an issue as described above, this can be done at a subscription price corresponding to the quota value of the shares.

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Majority requirements
The resolutions in accordance with items Error! Reference source not found. and 11 are valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.

Number of shares and votes
The total number of shares and votes in the Company as of the date of the notice amounts to 11,563,400. The number of shares and votes as of the date of the notice do not include the ongoing registration with the Swedish Companies Registration Office on two new share issues of total 185,940 shares. After registration of the two new shares issues, the total number of shares and votes in the Company will amount to 11,749,340. The Company does not own any of its own shares.

Other
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals, including the proposed articles of association, 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.eternali.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., 21 May 2022 by post to the Company’s address Birger Jarlsgatan 20, 114 34 Stockholm, Sweden or by e-mail to info@eternali.se. The information will be made available at the Company’s website, www.eternali.se and at the head office no later than on 26 May 2022. 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://www.euroclear.com/dam/ESw/Legal/Privacy- notice-bolagsstammor-engelska.pdf.

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Stockholm in May 2022
Skogsaktiebolaget Eternali

The board of directors

Full notice (PDF)

Investor Relations

info@eternali.se