Shareholders of CTT Systems AB (publ) (“CTT”), reg. no. 556430-7741, are hereby given notice to attend the Annual General Meeting on Thursday 4 May 2023 at 5.00 p.m. CEST at the company’s office, Brukslagarvägen 5, Nyköping, Sweden. Registration to the Annual General Meeting will commence at 4.30 p.m. CEST.
The board of directors has resolved that shareholders may also exercise their voting right at the Annual General Meeting by postal voting pursuant to the provisions in CTT’s articles of association.
RIGHT TO ATTEND AND NOTICE
Shareholders who wish to participate in the Annual General Meeting:
shall be registered in the share register maintained by Euroclear Sweden AB on Tuesday 25 April 2023, and
shall give notice of attendance at the Annual General to the company no later than Thursday 27 April 2023.
Notice of attendance may be given in writing to the company at the address CTT Systems AB, P.O. Box 1042, SE-611 29, Nyköping, Sweden, by telephone +46 (0) 10-457 32 00 on weekdays between 10.00 a.m. and 4.00 p.m. or by e-mail, email@example.com. When giving notice, please state your name or company name, personal identification number or company registration number, address, and daytime telephone number. The notice procedure described above also applies to registration for any assistants.
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading “Postal voting” below. Such postal voting does not require any further notice of attendance.
To be entitled to attend the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the company, register such shares in their own names so that the shareholder is recorded in the share register as of 25 April 2023. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as decided by the nominee. The presentation of the share register as per the record date, Tuesday 25 April 2023, will consider voting rights registrations made no later than Thursday 27 April 2023.
Shareholders who wish to attend the meeting venue in person or through a proxy representative are entitled to bring one or two assistants. Shareholders who wish to bring assistants shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document does not exist a corresponding document, shall be enclosed. In order to facilitate the registration at the meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to the company at the address stated above no later than 27 April 2023. A proxy form is available on the company's website, www.ctt.se.
A special form shall be used for postal voting. The form is available on CTT’s website, www.ctt.se. The postal voting form is considered as notification to the Annual General Meeting.
The completed and signed voting form must be received by CTT no later than Thursday 27 April 2023. The completed form shall be sent by post to CTT Systems AB, P.O. Box 1042, SE-611 29 Nyköping, Sweden or by e-mail to firstname.lastname@example.org. If a shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at the company’s website, www.ctt.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorisation document shall be enclosed with the form. The shareholder may not provide the vote with special instructions or conditions. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.
1. Opening of the meeting.
2. Election of the chairman of the meeting.
3. Drawing up and approval of voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor's report.
8. Resolution on
(a) adoption of the income statement and the balance sheet,
(b) disposition of the company's earnings according to the adopted balance sheet, and determination of record day in case of dividend, and
(c) discharge from liability of the directors and the CEO.
9. Presentation of remuneration report for approval.
10. Determination of
(a) the number of directors of the board, and
(b) the number of auditors.
11. Determination of remuneration to the board of directors and to the auditor.
12. Election of directors of the board and chairman of the board
12.1.1 Election of Steven Buesing as director (re-election)
12.1.2 Election of Anna Carmo e Silva as director (re-election)
12.1.3 Election of Annika Dalsvall as director (re-election)
12.1.4 Election of Per Fyrenius as director (re-election)
12.1.5 Election of Björn Lenander as director (re-election)
12.1.6 Election of Tomas Torlöf as director (re-election)
12.2 Election of Tomas Torlöf as chair of the board of directors (re-election)
13. Election of auditor.
14. Closing of the meeting.
Prior to the Annual General Meeting 2023, the nomination committee has consisted of Steven Buesing, appointed by Collins Aerospace, Jonathan Schönbäck, appointed by ODIN Fonder, Patrik Jönsson, appointed by SEB Investment Management AB, and Tomas Torlöf (chairman of the nomination committee), appointed by Trulscom Förvaltnings AB. CTT’s nomination committee has submitted proposals for resolution under items 2 and 10-13 on the agenda. The board of directors has submitted proposals under items 8 b and 9.
Item 2 – Election of the chairman of the meeting
The nomination committee proposes that the chairman of the board of directors, Tomas Torlöf, is elected as chairman of the Annual General Meeting.
Item 8 b – Resolution on disposition of the company's earnings according to the adopted balance sheet, and determination of record day in case of dividend
The board of directors proposes a dividend of SEK 4.05 per share.
Proposed record day for dividend is Monday 8 May 2023. If the Annual General Meeting resolves in accordance with the proposal, payment of dividend through Euroclear Sweden AB is expected to be made on 11 May 2023.
Item 9 – Presentation of remuneration report for approval
The board of directors proposes that the Annual General Meeting resolves to approve the board of director’s report regarding remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Item 10 a and 12 – Determination on the number of directors and election of directors of the board and chairman of the board
The nomination committee proposes that the board of directors shall consist of six members with no deputies and, for the period until the next Annual General Meeting re-election of Steven Buesing (elected 2018), Anna Carmo e Silva (elected 2022), Annika Dalsvall (elected 2013), Per Fyrenius (elected 2018), Björn Lenander (elected 2018) and Tomas Torlöf (elected 2013). Further, the nomination committee proposes that Tomas Torlöf is re-elected as chairman of the board of directors.
The nomination committee’s motivated statement and information regarding all of the proposed board members are available on the company’s website, www.ctt.se.
Item 10 b and 13 – Determination of the number of auditors and election of auditor
The nomination committee proposes, in accordance with the audit committee's recommendation, that the company shall have a registered auditing company as auditor and that the registered auditing company PwC shall be elected as new auditor until the end of the Annual General Meeting 2024. PwC has informed that Andreas Skogh will be the company’s auditor in charge if PwC is elected as auditor.
Item 11 – Determination of remuneration to the board of directors and to the auditor
The nomination committee proposes that an annual remuneration of SEK 370,000 (SEK 360,000) be paid to the chairman of the board of directors and SEK 185,000 (SEK 180,000) to each of the other directors elected by the general meeting and who are not employees of the company. Furthermore, the nomination committee has proposed an unchanged remuneration for members of the audit committee, corresponding to SEK 75,000 (SEK 75,000) to the chairman and SEK 40,000 (SEK 40,000) to the other members. The nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Number of shares and votes
At the time of the issuance of this notice, the company holds a total of 12,529,443 shares, each carrying one vote. The company does not hold any shares in treasury.
Shareholder's right to receive information at the meeting
If the board of directors believes that it can be done without material harm to the company, shareholders have the right to receive information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship to another group company, and the consolidated financial statement.
The board of directors proposes that the board of directors, or the person appointed by the board of directors, shall be authorised to make the minor adjustments to the resolutions of the Annual General Meeting as may be required in connection with registration with the Swedish Companies Registration Office.
The annual report, the remuneration report, the corporate governance report and the auditor’s statement on whether the guidelines for remuneration to senior executives adopted by the general meeting have been complied with, as well as the nomination committee’s motivated statement and the board of director’s complete proposals together with related documents and the board of director’s motivated statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act are kept available at the company’s address Brukslagarvägen 5, Nyköping, Sweden and at the company’s website, www.ctt.se, as of today Friday 31 March 2023 and will be sent to shareholders who so request by the company and who state their address.
Processing of personal data
Nyköping, March 2023
CTT SYSTEMS AB (PUBL)
The board of directors