Invitation to Extraordinary General Meeting of ProfilGruppen AB

This is a translation of the Swedish version of the notice. In case of any discrepancies, the Swedish version shall prevail.
 
Shareholders of ProfilGruppen AB (publ), corporate identity number 556277-8943, are hereby invited to attend the Extraordinary General Meeting (EGM) on Monday Oktober 31, 2022 at 15:00 at Folkets Hus in Åseda.
 
Program for shareholders
14.30-14.55 Registration for the meeting. Coffee will be served.
15.00 Opening of the EGM
 
Right to attend and registration
In order to attend the EGM and to have voting rights, the shareholder must:

• be registered in the share register managed by Euroclear Sweden AB by Friday October 21, 2022, and

• register with the company not later than Wednesday October 26, 2022. Registration for attendance at the EGM can be made by the registration form on the company’s website at www.profilgruppen.se, by mail to ProfilGruppen AB, Box 36, SE-364 21 Åseda or by telephone + 46 (0) 474 550 00 (workdays, opening hours 09.00-15.00). At registration the shareholders shall state their name/company name, civic registration number/corporate identity number, address, telephone number, representatives if required (not more than two).

 
Nominee-registered shares
Holders of nominee-registered shares held through a bank or other custodian must request temporary registration under their own names in the share register at Euroclear Sweden AB in order to have the right to attend the EGM.
This means that the shareholder must notify the nominee in good time before Tuesday October 25, 2022, when (at the latest) such a registration must be completed.
 
Proxies etc.
Shareholders may appoint one or more proxies. The shareholder shall in such case issue a written and dated power of attorney for the proxy. The power of attorney is valid maximum one year from issuance, unless a longer validity period has been specifically stipulated, however maximum five years.
If the power of attorney is granted by a legal entity, authorisation documents (certificate of registration or corresponding) must be enclosed. The power of attorney and authorisation documents (if applicable) should be submitted to the company in good time before the EGM using the address stated above. A power of attorney form is available on the company's website at www.profilgruppen.se.
 
Proposed agenda

1. The EGM is opened
2. Election of a Chairman for the EGM
3. Selection of adjusters
4. Preparation and approval of the voting list
5. Approval of the Board’s proposed agenda
6. Confirmation that the EGM has been duly convened
7. Report regarding the nomination committee's  proposals
8. Dismissal of the Chairman of the Board as well as member as Chairman of the Board
9. Election of Board member and Chairman of the Board
10. Proposal regarding nomination committee for the AGM 2023
11. Closing of the EGM

 
Proposals for decision

Nomination Committee
The Chairman of the Board has according to the instructions of the AGM 2022, contacted the three main shareholders of the company in September 2022 to form a Nomination Committee. However In light of the upcoming EGM, it has been decided to wait for the decision of the EGM regarding the nomination committee to the 2023 AGM. The previous nomination committee remains in place until further notice.
 
Paragraph 2 – Chairman of the EGM
The Board proposes Lawyer Per Gruwberger as Chairman at this EGM.
 
Paragraph 8 – Dismissal of the Chairman of the Board
Ringvägen Venture AB proposes the dismissal of Klaus Wiemers as well as Board member as Chairman of the Board.
 
Paragraph 9 – Board of Directors and Chairman
The Nomination Committee has the duty to come back with proposals regarding a new Board member and Chairman of the Board.
If the assignment of the Chairman ends prematurely, the Board must elect a new Chairman within itself.
 
Paragraph 10 – Nomination Committee for the AGM 2023
The Nomination Committee has the duty to come back with proposals for members of the Nomination Committee to the AGM 2023.

Shareholder’s right to receive information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the company, provide information about conditions that may affect the assessment of an item on the agenda.
Requests for such information must be submitted in writing to the company no later than ten days before the Extraordinary General Meeting, i.e. no later than October 21, 2022, to ProfilGruppen AB, "Annual General Meeting", Box 36, SE-364 21, Åseda or by e-mail to styrelsen@profilgruppen.se.
The information will be available on the company's website, www.profilgruppen.se. and at the company's head office, Östra Industrivägen, 364 21, Åseda, no later than five days before the meeting, i.e. no later than 26 october 2022. The information is also sent to shareholders who have requested it and provided their address.
 
Other information
The number of shares in the company on the day of this notice amounts to 7,398,775, corresponding to 7,398,775 votes.
Any proposals from the Nomination Committee that are presented before the EGM are available at the company and on the company´s website and can also be sent to shareholders who request it and state their postal address. They will also be available at the EGM.
 
Personal data
The personal data retrieved from the share register, notification of participation in the Annual General Meeting and details of representatives and assistants will be used for registration, preparation of the voting list for the EGM, and if applicable, minutes of the meeting.
For information on how your personal information is processed, please refer to the Privacy Police available on the Euroclear website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
 
Åseda, September 2022
 
PROFILGRUPPEN AB (publ.)
 
Board of Directors