Bergs Timber publishes notice of the extraordinary general meeting on Dec. 27 in response to public takeover offer from Norvik

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December 1, 2023 (press release) –

 
 
2023-12-01
 

This document is a translation of the Swedish original. In the event of discrepancies, the Swedish original shall prevail.

Wednesday 27 December 2023 at 10:00 CET in Stockholm

Background
At the request of the shareholder Norvik hf, which on 29 November 2023 resolved to complete the public takeover offer to the shareholders of Bergs Timber AB (publ) ("Bergs Timber" or the "Company"), the shareholders of Bergs Timber are convened to an Extraordinary General Meeting on Wednesday, 27 December 2023 at 10:00 CET at Advokatfirman Vinge's offices, Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration starts at 09:30.

Location
Advokatfirman Vinge, Smålandsgatan 20, SE-111 46 Stockholm, Sweden.

Registration and participation
Shareholders wishing to participate in the Extraordinary General Meeting must:

  • firstly be included in the shareholders’ register maintained by Euroclear Sweden AB as of Friday 15 December 2023; and
  • secondly register their participation with the Company at the following address: Bergs Timber AB, Extraordinary General Meeting, Västra Trädgårdsgatan 15, SE-111 53 Stockholm, Sweden; by email info@bergstimber.com; or by telephone +46 (0)10-199 84 00 by Tuesday, 19 December 2023 at the latest. When registering, please provide your name, personal or corporate ID number, telephone number and number of shares held. Registration form is available on the Company’s website: www.bergstimber.com.

Nominee-registered shares
To be entitled to participate in the meeting, in addition to providing notification of participation,
a shareholder whose shares are held in the name of a nominee must register its shares in its
own name so that the shareholder is recorded in the share register as of 15 December 2023. Such
registration may be temporary (so-called voting right registration) and is requested from the
nominee in accordance with the nominee’s procedures and such time in advance as the nominee
determines. Voting right registrations completed no later than 19 December 2023 are taken into account when preparing the register of shareholders.

Powers of attorney
For shareholders who are represented by a proxy, the original power of attorney should be sent to the Company at the above address before the Extraordinary General Meeting. If the shareholder is a legal entity, a certificate of registration or other authorization document shall be attached to the proxy. Proxy forms are available at the Company’s website www.bergstimber.com, and may also be obtained from the Company at request.

Proposed agenda for the Extraordinary General Meeting:

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of voting list
  4. Approval of the agenda
  5. Election of persons to verify the minutes
  6. Determining whether the meeting has been duly called
  7. Resolution on the determination of the numbers of Board members
  8. Resolution on the determination of fees to the Board members
  9. Election of the Chairman of the Board of Directors, members of the Board of Directors and any deputy members
  10. Closing of the meeting

Item 2 Election of chairman of the meeting

The Board of Directors proposes that [Joel Wahlberg, at Advokatfirman Vinge,] or the person proposed by the Board of Directors in case of his impediment, is appointed chairman of the Extraordinary General Meeting.

Items 7-9 Resolution on the determination of the numbers of Board members, resolution on the determination of fees to the Board members and election of the Chairman of the Board of Directors, members of the Board of Directors and any deputy members

The shareholder Norvik hf proposes that:
  1. The Board of Directors, for the period until the end of the next Annual General Meeting, shall consist of six (6) ordinary board members and no deputy members, and
  2. the remuneration to the Board of Directors shall remain unchanged.
Regarding the election of the Chairman and members of the Board of Directors, Norvik hf has informed that the company intends to revert with proposals no later than at the Extraordinary General Meeting.

Number of shares and votes
The total number of shares in the Company is 34,672,828. All shares are Class B shares with one vote each. The total number of votes is therefore 34,672,828. As of the date of this notice, the Company holds no own shares.

Shareholders’ right to request information
The Board of Directors and the CEO must, if any shareholder so requests and the Board of Directors believes it can do so without substantial harm to the Company, present information during the meeting on conditions that could affect the assessment of an item on the agenda.

Available documentation etc.
Norvik hf's complete proposal is presented above. Regarding the election of the Chairman and members of the Board of Directors, Norvik hf has announced that the company intends to revert with proposals no later than at the Extraordinary General Meeting. A proxy form will be available at the Company's office, Västra Trädgårdsgatan 15, SE-111 53 Stockholm, Sweden, and on the Company's website, www.bergstimber.com, and will also be sent to shareholders who so request and state their postal address.

Personal data
The personal data retrieved from the share register, notification of participation in the Extraordinary General Meeting and details of representatives will be used for registration, preparation of the voting list for the Extraordinary General Meeting, and if applicable, minutes of the meeting.

For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

___________________

Stockholm, December 2023

Bergs Timber AB (publ)

The Board of Directors

Address, etc
Bergs Timber AB (publ), corp. reg. no. 556052-2798, Västra Trädgårdsgatan 15, SE-111 53 Stockholm,
telephone: +46 (0)10 199 84 00.

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