NOTICE CONVENING THE ANNUAL GENERAL MEETING OF NORVA24 GROUP AB (PUBL)
The Board of Directors of Norva24 Group AB (publ), reg. no. 559226-2553 ("Norva24" or the "Company") are hereby convened to the annual general meeting to be held on 17 June 2025 at 14:00 CEST at White & Case Advokat AB, Biblioteksgatan 12, SE-114 85 Stockholm.
Registration and notification
A person who wishes to participate in the annual general meeting must:
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 9 June 2025, and
- give notice of intent to participate in accordance with the instructions in accordance with the below so that the notification of participation is received by Euroclear Sweden AB no later than 11 June 2025.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date 9 June 2025. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than 11 June 2025 will be taken into account in the presentation of the share register.
Notice of attendance
Notification of attendance at the annual general meeting may be made:
- By E-mail: GeneralMeetingService@euroclear.com
- By telephone: +46 8-402 91 33
- Through Euroclear’s website: https://anmalan.vpc.se/EuroclearProxy
The notification shall state the shareholder’s:
- Name or company name
- Personal identity number/Corporate Registration Number
- Address and daytime telephone number
- Shareholding
- Where applicable, information about any assistants, not more than two, and information on any proxies who will accompany the shareholder to the meeting
Shareholders represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document (“certificate”) for the legal entity shall be appended. The power of attorney and certificate may not be more than one year old. However, the validity of the power of attorney may be a maximum of five years from the date of issue, if specifically stated. The power of attorney in original and, where applicable, the certificate, should be sent to the Company at the address stated above well in advance of the annual general meeting. Proxy forms are available at Norva24’s website, https://www.norva24.com/about-us/general-meetings/ and will be sent to shareholders who so request and inform the Company of their address.
Number of shares and votes
Norva24 has a total of 182,682,740 shares and votes. Norva24 currently holds 1,002,871 treasury shares.
Proposed agenda
- Opening of the meeting
- Election of Chairman at the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting was duly convened
- Presentation of the annual report and auditors’ report and, where applicable, the consolidated annual report and auditors’ report for the group
- Resolution regarding the adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and balance sheet
- Resolution regarding allocation of the Company’s profit or loss according to the adopted balance sheet
- Resolution regarding discharge from liability for board members and of the managing director
- Determination of fees for the Board of Directors and to the auditors
- Election of the Board of Directors and accounting firm or auditors as well as any deputy auditors
- Approval of remuneration report
- Resolution on not applying the guidelines for remuneration for senior executives if the Company’s shares are delisted from Nasdaq Stockholm
- Resolution on not applying the instruction for the nomination committee if the Company’s shares are delisted from Nasdaq Stockholm
- Closing of the meeting
Election of Chairman of the meeting (item 2)
The Board of Directors proposes Johan Thiman, attorney-at-law, or, in his absence, the person designated by the Board of Directors to chair the meeting.
Preparation and approval of the voting register (item 3)
The voting register proposed to be approved is the voting register prepared by the Company, based on the general meeting shareholders’ register, and verified by the person or persons assigned to check the minutes.
Resolution regarding allocation of the Company’s profit or loss according to the adopted balance sheet (item 9)
The Board of Directors proposes that no dividend for the financial year 2024 is to be paid and that earnings at the disposal of the meeting shall be carried forward to a new account.
Determination of fees for the Board of Directors and to the auditors (item 11)
The majority shareholder Nordahl Bidco AB proposes that a resolution on the fees to the board members shall be addressed at the meeting and intends to return with a proposal for a resolution under this item no later than in connection with the meeting.
Election of the Board of Directors and accounting firm or auditors as well as any deputy auditors (item 12)
The majority shareholder Nordahl Bidco AB proposes that a resolution on the dismissal of board members and the Chairman as well as on the election of board members and the Chairman shall be addressed at the meeting and intends to return with a proposal for a resolution and election no later than in connection with the meeting.
Further, the majority shareholder Nordahl Bidco AB, proposes that a resolution on the election of an accounting firm shall be addressed at the meeting and intends to return with a proposal for a resolution and election no later than in connection with the meeting.
Approval of remuneration report (item 13)
The Board of Directors proposes that the annual general meeting resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on not applying the guidelines for salaries and other remuneration for senior executives if the Company’s shares are delisted from Nasdaq Stockholm (item 14)
At the request of the majority shareholder Nordahl Bidco AB, the Board of Directors has applied for delisting of the Company's shares from Nasdaq Stockholm.
Nordahl Bidco AB therefore proposes that the guidelines for remuneration for senior executives previously adopted at the extraordinary general meeting 26 August 2021 shall not be applied if the Company's shares are delisted from Nasdaq Stockholm.
Resolution on not applying the instructions for the nomination committee if the Company’s shares are delisted from Nasdaq Stockholm (item 15)
At the request of the majority shareholder Nordahl Bidco AB, the Board of Directors has applied for delisting of the Company's shares from Nasdaq Stockholm.
Nordahl Bidco AB therefore proposes that the instructions for the nomination committee adopted at the extraordinary general meeting 26 August 2021 shall not be applied if the Company's shares are delisted from Nasdaq Stockholm.
Documents
The annual report, the auditor’s report, the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group management, and the remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, will be available at the Company, Norva24 Group AB (publ), Grandeveien 13, 6783 Stryn, Norway, and on the Norva24’s website, www.norva24.com, no later than three weeks prior to the annual general meeting. The documents are presented by being available at the Company and on the Norva24’s website. They will also be sent to shareholders who so request and state their address. The general meeting share register will be available at the Company, Grandeveien 13, 6783 Stryn, Norway. The documents will also be available at the annual general meeting.
Shareholders’ right to request information
Shareholders are reminded of their right to, at the annual general meeting, request information from the Board of Directors and the President pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm, May 2025
Norva24 Group AB (publ)
Board of Directors
