NOTICE OF ANNUAL GENERAL MEETING IN ABELCO INVESTMENT GROUP AB ON 30 JUNE 2026
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Finans |
| Industri | Investeringar |
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The Board of Directors of Abelco Investment Group AB (the “Company”) has previously resolved to change the date of the Annual General Meeting, which was originally scheduled to be held on 29 May 2026 and announced through a press release on 29 April 2026. The new date of the Annual General Meeting is 30 June 2026. The change was announced through a press release on 11 May 2026. The updated notice is set out below in its entirety.
The shareholders of Abelco Investment Group AB, reg. no. 556775-2745, are hereby invited to attend the Annual General Meeting on 30 June 2026 at 09:00 CET. The Board of Directors has, pursuant to the Articles of Association, resolved that the meeting shall be conducted without physical attendance and instead be held digitally via a web-based platform.
RIGHT TO PARTICIPATE IN THE MEETING, ETC.
Shareholders wishing to participate in the Annual General Meeting must:
(i) be registered in the share register maintained by Euroclear Sweden AB as of the record date on 22 June 2026; and
(ii) notify the Company of their participation no later than 24 June 2026. Notification shall be made by e-mail to [email protected] or by post to Abelco Investment Group AB c/o OP Administration AB, “AGM 2026”, Box 170, SE-791 24 Falun, Sweden.
The notification shall include the shareholder’s name/company name, personal identification number/corporate registration number, address, telephone number and, where applicable, information regarding representatives and/or proxies. Where relevant, for example for legal entities, complete authorization documents such as certificates of registration or equivalent documents shall be attached to the notification.
Nominee-Registered Shares
Shareholders whose shares are nominee-registered through a bank or other nominee must have their shares temporarily registered in their own name in order to be entitled to participate in the Annual General Meeting. Such registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee’s procedures. Voting rights registrations completed and registered with Euroclear Sweden AB no later than 24 June 2026 will be taken into account in the preparation of the share register.
Proxies, etc.
Shareholders represented by proxy shall issue a written and dated power of attorney signed by the shareholder. The validity period of the power of attorney may not exceed five years if specifically stated. If no validity period is stated, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent authorization document for the legal entity shall be attached.
The original power of attorney and any registration certificate should be sent by post to the Company at the above address well in advance of the meeting. A proxy form will be available on the Company’s website, www.abelco.se, no later than three weeks before the meeting.
Instructions for Digital Participation
The meeting will be conducted entirely digitally through a web-based platform with video and audio access. No software download is required. Participation requires an internet-connected computer or mobile device (smartphone or tablet). Access to a microphone is required in order to request the floor.
Shareholders who have registered for the meeting will receive a participation link sent to the e-mail address provided in the registration no later than the day before the meeting. Through the link, the shareholder may connect to the meeting and participate and exercise voting rights, alternatively be represented by proxy.
Personal Data
Personal data obtained through registrations, proxies or the share register maintained by Euroclear will only be used for necessary registration and preparation of the voting list for the meeting. For information regarding the processing of personal data, please refer to Euroclear’s privacy policy available on Euroclear’s website.
PROPOSED AGENDA
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report
- Resolutions regarding:
a. Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b. Allocation of the Company’s profit or loss in accordance with the adopted balance sheet
c. Discharge from liability for the members of the Board of Directors and the CEO - Determination of remuneration to the Board of Directors and auditor
- Election of the Board of Directors and auditor
- Resolution regarding reduction of the share capital
- Resolution regarding amendment of the Articles of Association
- Resolution authorizing the Board of Directors to resolve on issues of shares, warrants and/or convertible instruments
- Resolution authorizing the Board of Directors to make minor adjustments to the resolutions adopted at the meeting
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 8(b) – Allocation of the Company’s Profit or Loss in Accordance with the Adopted Balance Sheet
The Board of Directors proposes that the Annual General Meeting resolves to dispose of the Company’s results in accordance with the proposal to be presented in the annual report for the financial year 2025. The Board of Directors further proposes that no dividend shall be paid for the financial year 2025.
Item 9 – Determination of Remuneration to the Board of Directors and Auditor
The Board of Directors proposes that remuneration be paid to Board members not employed by the Company in an amount corresponding to one-half price base amount (excluding social security contributions), and to the Chairman of the Board in an amount corresponding to one full price base amount (excluding social security contributions). It is proposed that remuneration to the auditor shall be paid in accordance with approved invoices.
Item 10 – Election of the Board of Directors and Auditor
Proposals regarding the Board of Directors and auditor will be announced through a press release and made available on the Company’s website no later than two weeks prior to the meeting. The proposals will also be sent to shareholders who so request.
Item 11 – Resolution Regarding Reduction of the Share Capital
The Board of Directors proposes that the Annual General Meeting resolves to reduce the share capital for the purpose of adapting the Company’s capital structure. The reduction is proposed to be carried out without cancellation of shares.
The complete terms and conditions for the reduction of the Company’s share capital will be announced through a press release and made available on the Company’s website no later than two weeks prior to the meeting. The proposal will also be sent to shareholders who so request.
A valid resolution under this item requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting. Furthermore, the resolution is conditional upon the meeting also resolving to amend the limits for the share capital in the Articles of Association pursuant to item 12 below.
Item 12 – Resolution Regarding Amendment of the Articles of Association
The Board of Directors further proposes that Section 4 of the Articles of Association be amended in accordance with any resolution regarding reduction of the share capital as set out below and that Sections 5 and 8 be amended in accordance with the following proposals.
Current wording:
Section 4 Share Capital
“The share capital shall amount to not less than SEK 15,000,000 and not more than SEK 60,000,000.”
Proposed wording:
Section 4 Share Capital
“The share capital shall amount to not less than SEK 3,500,000 and not more than SEK 8,000,000.”
Current wording:
Section 5 Number of Shares
“The number of shares shall amount to not less than 1,000,000,000 and not more than 4,000,000,000.”
Proposed wording:
Section 5 Number of Shares
“The number of shares shall amount to not less than 1,000,000,000 and not more than 8,000,000,000.”
Current wording:
Section 8
Notice convening a general meeting shall be made through announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. At the same time as notice is given, the Company shall announce in the nationwide daily newspaper Svenska Dagbladet that notice has been given.
Proposed wording:
Section 8
Notice convening a general meeting shall be made through announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. At the same time as notice is given, the Company shall announce in the nationwide daily newspaper Dagens Nyheter that notice has been given.
Item 13 – Resolution Authorizing the Board of Directors to Resolve on Issues of Shares, Warrants and/or Convertible Instruments
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or several occasions during the period up until the next Annual General Meeting, to increase the Company’s share capital through issues of shares, warrants and/or convertible instruments to the extent permitted under the Articles of Association from time to time.
Issues of shares, as well as issues of warrants and convertible instruments, may be made with or without deviation from the shareholders’ preferential rights and may be made against cash payment, contribution in kind, set-off or otherwise subject to conditions pursuant to Chapter 2, Section 5 of the Swedish Companies Act. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not, by virtue of this authorization, resolve on issues directed to Board members and/or employees of the Company.
A valid resolution under this item requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 14 – Resolution Authorizing the Board of Directors to Make Minor Adjustments to the Resolutions Adopted at the Meeting
It is proposed that the Board of Directors, or any person appointed by the Board of Directors, be authorized to make such minor adjustments to the resolutions adopted at the meeting as may prove necessary in connection with registration of the resolutions with the Swedish Companies Registration Office.
INFORMATION, DOCUMENTS AND NUMBER OF SHARES AND VOTES
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders are entitled at the Annual General Meeting to request information from the Board of Directors and the CEO regarding circumstances which may affect the assessment of an item on the agenda and circumstances which may affect the assessment of the Company’s financial situation. The Board of Directors and the CEO shall provide such information if the Board of Directors considers that this can be done without significant harm to the Company.
Complete proposals for resolutions as well as accounting documents and the auditor’s report will be available to shareholders at the Company no later than three weeks prior to the meeting and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. The documents will also be published on the Company’s website www.abelco.se and be available at the meeting.
As of the date of this notice, the Company has 2,293,840,230 registered shares, corresponding to the same number of votes.
____________________
Stockholm, May 2026
Abelco Investment Group AB
The Board of Directors