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Annual General Meeting
The Annual General Meeting will be held on Thursday 22 April 2021 in Tranås, Sweden
Due to the Covid-19 pandemic and in order to minimise the risk of spreading the virus, the Board of Directors has decided that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives and external parties, and that shareholders are able to exercise their voting rights by postal vote only before the Annual General Meeting. Information about the decisions made by the Meeting will be published on 22 April 2021 as soon as the final results of the postal votes are known.
Requirements for participation
Shareholders wishing to attend the Meeting must: • be entered in the share register held by Euroclear Sweden AB no later than Wednesday 14 April 2021. If the shares are registered with a nominee, the shareholder must request that the nominee registers the shares for voting no later than 16 April 2021, and • send their votes using the postal voting form to the company ensuring that it arrives no later than 21 April 2021.
The postal voting form is available on the company's website from 19 March 2021 (more information below). The shareholder registers to attend the Meeting by sending a postal voting form. No separate notification of participation is required.
Shareholders whose shares are registered through a bank or other authorised agent must instruct their broker to register their shares in the share register held by Euroclear Sweden AB to be entitled to participate in the Meeting (voting right registration). As set forth above, the final date for the bank, broker or nominee to register the voting right with Euroclear Sweden AB is 16 April 2021.
Instructions on how to cast a postal vote
The Board of Directors has decided that the shareholders may only exercise their right to vote by postal voting in accordance with the temporary AGM voting legislation. A special form must be used for the postal vote. The form is available on the company's website www.oem.se/Investors/Corporate Governance Statement/Annual General Meeting from 19 March 2021. The shareholder may not add any specific instructions or conditions to the postal vote. Doing so will result in the entire postal vote being rejected as invalid.
When the form has been completed and signed, it must be delivered to OEM International AB by Wednesday 21 April 2021 at the latest. The form can be sent by e-mail to ir@oem. se or by post to OEM International AB, Anna Enström, Box 1009, 573 28 Tranås, Sweden.
If the postal vote is by proxy, the original copy of the power of attorney and any authorisation documents must be sent to the company together with the postal vote by Wednesday 21 April 2021 at the latest.
If you would like the postal vote form or other documents relating to the notice to be sent to you by post, contact OEM International AB, Anna Enström on +46 (0)75-242 40 05.
Dividends
The Board of Directors recommends to the Annual General Meeting a dividend of SEK 7.50 per share for the financial year 2020 and Monday 26 April 2021 as the record date. If approved by the Annual General Meeting, the dividend is payable on Thursday 29 April 2021 to shareholders on the share register on the record date.
To facilitate trading of company shares and alter the company's capital structure, OEM's Board of Directors proposes a 4:1 share split combined with an automatic redemption procedure. One existing share in the company is thereby split into four shares, one of which is a redemption share. This redemption share will be redeemed for SEK 12.50. The proposal means that approximately SEK 290 million will be distributed to the shareholders in addition to the proposed cash dividend.
In brief, the proposal means that:
• The company implements a 4:1 share split. • One of the shares, the redemption share, will be automatically redeemed for SEK 12.50. • The proposed record date for the share split is Tuesday 4 May 2021. • Shareholders who wish to sell their redemption shares before the redemption will have the opportunity to do so from 6 May through 20 May 2021 when the trading of the redemption shares takes place on the Nasdaq Stockholm stock exchange. • Payment of the redemption amount is expected to take place on 27 May 2021.
The redemption procedure is conditional on the decisions of the Annual General Meeting in April 2021 on the following items of business: • Amendment of the Articles of Association so that the limits for the share are increased from 20,000,000 – 80,000,000 to 60,000,000 – 240,000,000. • Share split, whereby each existing share, from Class A and Class B, are split into four shares, one of which will be known as a redemption share. • Reduction of the share capital for repayment to the shareholders through the withdrawal of 23,169,309 redemption shares, of which 4,743,696 are Class A and 18,425,613 are Class B shares. • Increase of the share capital by SEK 9,653,878 and 75 öre through a bonus issue, whereby the company's distributable equity shall be used. The detailed terms and conditions for the redemption procedure and related actions are set out in the formal notice of the Meeting
Business
The agenda and items of business for the Meeting will be published on OEM's website (www.oem.se) and at the company's head office. Documents relating to the Meeting will also be sent by post to shareholders who so request and who provide their address.
Future reports
Interim report – January - March ................ 22 April 2021 Interim report – January - June .................. 13 July 2021 Interim report – January - September......... 20 October 2021 Financial Statement 2021 ........................... 17 February 2022
94 OEM 2020
OEM 2020 95
