The shareholders of Rusta AB (publ), reg. no. 556280-2115 (the “Company” or “Rusta”), are hereby summoned to an extraordinary general meeting on Monday,13 January 2025 at 9:00 (CET) at hotel Scandic Infra City, Kanalvägen 10, SE-194 61 Upplands Väsby, Sweden. Entry and registration begins at 8.30 (CET).
RIGHT TO PARTICIPATE AT THE GENERAL MEETING
Shareholders wishing to participate at the general meeting must:
- be entered in the share register kept by Euroclear Sweden AB (“Euroclear”) on Thursday, 2 January 2025 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed on Tuesday, 7 January 2025; and
- give notice of attendance in accordance with the instructions set out under the heading “Attendance in person or by proxy” no later than on Tuesday, 7 January 2025 or submit a postal vote in accordance with the instructions set out under the heading “Postal voting” no later than on Tuesday, 7 January 2025.
Attendance in person or by proxy
Shareholders wishing to participate at the general meeting in person or by proxy shall notify the Company no later than on Tuesday, 7 January 2025, either:
- electronically on the Company’s website (https://investors.rusta.com/en/);
- by email to proxy@computershare.se;
- by telephone to +46 (0)771-24 64 00 on weekdays between 09:00 and 16:00 (CET); or
- by post to Computershare AB, “Rusta AB (publ) general meeting”, Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden.
The notification shall state the shareholder’s full name, personal identification number or corporate identification number, address, phone number and, where applicable, the number of accompanying advisors (no more than two).
Shareholders who do not wish to participate in person or exercise their voting rights by postal voting may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the entry and registration at the general meeting, powers of attorney, certificates of registration and other authorisation documents should be sent by email to proxy@computershare.se or by post to Computershare AB, “Rusta AB (publ) general meeting”, Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden so that they are received no later than on Tuesday, 7 January 2025. Please note that a notification of attendance to the general meeting must be made even if the shareholder wishes to exercise its voting rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notification of attendance to the general meeting. A form of power of attorney is available on the Company’s website (https://investors.rusta.com/en/).
Postal voting
Shareholders who wish to exercise their voting rights at the general meeting through postal voting must use the postal voting form and follow the instructions that are available on the Company’s website (https://investors.rusta.com/en/). The postal voting form must be received no later than on Tuesday, 7 January 2025. The postal voting form shall either:
- be submitted electronically in accordance with the instructions on the Company’s website (https://investors.rusta.com/en/);
- be submitted by email to proxy@computershare.se; or
- be submitted by post to Computershare AB, “Rusta AB (publ) general meeting”, Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden.
Personal data
Personal data obtained from the share register, notifications of attendance to the general meeting and information regarding proxies will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the general meeting.
For more information on how personal data is processed in connection with the general meeting, please refer to Euroclear’s and Computershare AB’s respective privacy policies that are available on their respective websites (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and https://www.computershare.com/se/gm-gdpr#English).
PROPOSED AGENDA
- Opening of the meeting
- Election of chair 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
- Determination of the number of members of the board of directors, election of member of the board of directors and determination of fees to be paid to member of the board of directors
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of chair of the meeting
The nomination committee proposes that the chair of the board of directors Erik Haegerstrand, or, in his absence, the person appointed by a representative of the nomination committee, shall be appointed as chair of the general meeting.
Item 4 – Election of one or two persons to verify the minutes
The board of directors proposes that Suzanne Sandler, who represents Handelsbanken Fonder, or, in her absence, the person or persons appointed by the board of directors, is appointed to verify the minutes of the general meeting.
Item 7 – Determination of the number of members of the board of directors, election of member of the board of directors and determination of fees to be paid to member of the board of directors
The nomination committee proposes the following, for the period of time until the close of the next annual general meeting:
- That the board of directors shall be expanded with one new member and thus shall consist of eight (8) members without deputies.
- The election of Claus Juel-Jensen as a new member of the board of directors.
- That the newly elected member of the board of directors shall receive a proportional share of the annual fee to the members of the board of directors, and (if applicable) fees as member of the board of directors’ committees, resolved on by the annual general meeting on 20 September 2024 for the period from the date of assuming office as member of the board of directors as well as (if applicable) member of the board of directors’ committees until the date of the 2025 annual general meeting.
The nomination committee’s complete proposals and reasoned statement as well as a presentation of the proposed member of the board of directors and an assessment of his independence in relation to the Company, the senior executives and the Company’s major shareholders is available on the Company’s website (https://investors.rusta.com/en/).
NUMBER OF SHARES AND VOTES
As of the date of this notice, the total number of shares and votes in the Company amounts to 151,792,800. The Company holds 267,333 own shares as of the date of this notice.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda. The duty to provide information also applies to the Company’s relationship with another group company and such circumstances regarding subsidiaries that are referred to in the preceding sentence.
AVAILABLE DOCUMENTS
Documentation that shall be made available before the general meeting according to the Swedish Companies Act and the Swedish Corporate Governance Code will be kept available at the Company’s offices at Kanalvägen 12, SE-194 61 Upplands Väsby, Sweden, and on the Company’s website (https://investors.rusta.com/en/) no later than three weeks before the general meeting. The documents will also be sent without delay and at no cost to the shareholders who request it and state their postal address. Such a request may be sent to the contact information set out under the heading “Attendance in person or by proxy” above. The documents will also be available at the general meeting.
* * *
Upplands Väsby in December 2024
Rusta AB (publ)
The board of directors