The shareholders of Parans Solar Lighting AB (publ), reg. no. 556628-0649 ("Company") are hereby convened to the annual general meeting held by postal voting on 30 June 2021.
By reason of the transmission of the coronavirus, the board of directors has decided that the annual general meeting will be held by postal voting ahead of the meeting, in accordance with temporary legislation. This means that the annual general meeting will be held without the presence of shareholders, representatives and third parties.
NOTIFICATION OF ATTENDANCE ETC.
Shareholders who wish to participate at the annual general meeting must be registered in the share register kept by Euroclear Sweden AB on the record date 21 June 2021 and must give notice of their attendance by submitting a postal vote in accordance with the instructions set out under the heading "Information on postal voting" below in such manner that the postal vote has been received by Parans on 29 June 2021, at the latest.
NOMINEE-REGISTERED SHARES
To be entitled to participate at the annual general meeting, shareholders with nominee-registered shares through a bank or other nominee must temporarily register their shares in their own name with Euroclear Sweden AB so that the shareholder is entered in the share register on 21 June 2021. Such registration may be temporary (“voting rights registration”). Shareholders who wish to register the shares in their own name must notify their nominee, in accordance with the nominee’s procedures. Registration of voting rights that has been requested by shareholders in such time in advance that the registration has been made by the relevant nominee no later than on 23 June 2021 will be taken into account in the presentation of the share register.
INFORMATION ON POSTAL VOTING
Shareholders may exercise their voting rights at the annual general meeting by voting in advance, so called postal voting in accordance with the Temporary Exceptions Act (2020:198) to facilitate the implementation of general meetings of corporations and associations (Sw. Lag (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor). A special form should be used for the postal voting. The postal voting form is available the Company's website, www.parans.com.
A completed and signed postal voting form can be submitted by post to Parans Solar Lighting AB (publ), “AGM”, Frölundagatan 118, 431 44 Mölndal, Sweden or by e-mail to arsstamma@parans.com. A completed form must be received by Parans on 29 June 2021, at the latest.
The shareholder may not provide any other instructions than to select one of the response options by each item listed in the postal voting form. If the shareholder has provided the form with special instructions or conditions, or changed or made additions to the printed text, the postal vote is invalid. Further instructions can be found in the postal voting form.
In the postal voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the general meeting so resolves, or if shareholders with at least one tenth of all shares in the company so request.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Power of attorney forms are available on the Company's website, www.parans.com. If the shareholder is a legal entity, a registration certificate or another authorisation document must be attached to the form.
PROPOSED AGENDA
1. Opening of the meeting
2. Appointment of the chairman for the meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to approve the minutes
5. Examination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of annual report and the auditor's report
8. Resolution on
a. adopting the profit and loss statement and the balance sheet
b. allocation of the company's profit or loss according to the adopted balance sheet and
c. discharge from liability for the directors of the board and the CEO
9. Resolution on remuneration to the board of directors and the auditors
10. Election of board of directors and auditor
11. Decision to amend the articles of association
12. Closing of the meeting
PROPOSALS FOR RESOLUTIONS
Appointment of the chairman for the meeting (item 2)
It is proposed that Anders Koritz is elected chairman of the annual general meeting.
Preparation and approval of the voting register (item 3)
The board of directors proposes that the ordinary general meeting approves the voting register drawn up on the basis of the share register and postal votes received in due order, which has been verified and approved by the person approving the minutes.
Election of one or two persons to approve the minutes (item 4)
It is proposed that Harald Angström is elected to approve the minutes, or if this person is unable to attend, a person that the chairman of the meeting instructs. The assignment to approve the minutes also includes checking the voting register and that the received postal votes are recorded correctly in the minutes of the meeting.
Examination of whether the meeting has been duly convened (item 5)
The board of directors proposes that the extraordinary general meeting approves that it has been duly convened.
Approval of the agenda (item 6)
The board of directors proposes that the extraordinary general meeting approves the proposed agenda.
Adopting the profit and loss statement and the balance sheet (item 8a)
The board of directors proposes that the profit and loss statement and the balance sheet are adopted.
Decision on the allocation of the company's profit (item 8b)
The board of directors proposes that the profit for the year is set off against the share premium fond and is balanced in the new account in accordance with the proposal in the annual report for the financial year 2020.
Discharge from liability for the directors of the board and the CEO (item 8c)
The auditor recommends that the annual general meeting grants discharge from liability for the financial year. Decisions on discharge from liability are proposed to be made through separate individual decisions for each board member and the CEO in the following order:
(i) Gunnar Mårtensson (chairman)
(ii) Gunnar Benselfelt (board member)
(iii) Leif Brandel (board member)
(iv) Bo Per Löfgren (board member)
(v) Fredrik Mårtensson (board member)
(vi) Isac Wiksten (board member)
(vii) Therese Linnéa Rönnqvist (while serving as board member)
(viii) Anders Koritz (CEO)
Resolution on remuneration to the board of directors and the auditors (item 9)
The election committee proposes, that the remuneration should be unchanged, ie that remuneration of SEK 172,800 shall be paid to the chairman of the board of directors and that remuneration of SEK 115,200 shall be paid to each of the other directors of the board and also that remuneration to the auditors shall be paid according to current approved account.
Election of board of directors and auditor (item 10)
The election committee proposes re-election of Xiqing (Fred) Sun (chairman of the board), Jiwen Cai, Per Tjernberg, Jonas Ehinger, Maggie Mei Jie and Fredrik Mårtensson as board members.
KPMG AB is proposed as auditing company with Mikael Ekberg as principal auditor.
Decision to amend the articles of association (item 11)
The board of directors proposes to amend §3 Conduct business to the following wording: “The company will conduct business in the areas of development, manufacturing and sales of fiber optic daylighting systems, LED lighting, technical equipment for the development of smart streetlights and 5G infrastructure and related business including technical consultation.”
The board of directors proposes to amend a new §11 Postal voting with the following wording: “The board of directors may, before a general meeting, decide that the shareholders shall have the right to exercise their voting rights by post in accordance with the procedure described in Chapter 7, section 4 a of the Swedish Companies Act (2005:551)” and also as a consequence of a new §11 adjust the numbering of previous §11 to §12 and of previous §12 to §13.
DOCUMENTS
The annual report and auditor's report are available at the Company (address above) and on the Company’s website, www.parans.com, and complete proposals for resolutions and other documents that shall be available before the general meeting will be made available in the same manner not less than three weeks before the annual general meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act. A request for information must be submitted in writing to the Company by mail to Parans Solar Lighting AB (publ), Frölundagatan 118, 431 44 Mölndal, or by e-mail arsstamma@parans.com, no later than ten days before the annual general meeting. The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that this can be done without material harm to the Company, provide information on circumstances that may affect the assessment of a matter on the agenda, by keeping them available in writing at the Company no later than five days prior to the annual general meeting. The information shall also be sent within the same time to the shareholder who has requested it and stated their postal address, and also be made available to the shareholders on the website.
The obligation to provide information also applies to the Company's relationship to other group companies.
PROCESS OF PERSONAL DATA
For information on how your personal data is processed, please refer to the privacy policy available on Parans’ website www.parans.com
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Mölndal in May 2021
Parans Solar Lighting AB (publ)
The board of directors
For more information, please contact:
Anders Koritz, CEO Parans Solar Lighting AB (publ), phone. +46 733 211635, anders.koritz@parans.com www.parans.com
About Parans Solar Lighting AB (publ)
Parans Solar Lighting offers sunlight for indoor environments through an innovative system that captures and leads the rays of the sun. Parans, which developed the technology, turns mainly to property owners, architects and larger employers worldwide. Parans Solar Lighting is quoted on Spotlight Stock Market and has office in Mölndal, Sweden.