1515
Annons
Notice to annual general meeting in ITAB Shop Concept AB (publ)

The shareholders in ITAB Shop Concept AB (publ), Reg.No. 556292-1089, with its registered office in Jönköping county, Sweden, are hereby summoned to the annual general meeting to be held on Tuesday 11 May 2021. 

Due to the extraordinary situation resulting from the covid-19 pandemic, the annual general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place.

A pre-recorded presentation with the CEO, Andréas Elgaard, will be published on the company's website, www.itabgroup.com, on 7 May 2021.

Preconditions for participation

Shareholders who wish to attend the annual general meeting must:

firstly             be included in the share register maintained by Euroclear Sweden AB on 3 May 2021,

secondly    notify the company of their participation in the meeting by casting their advance vote in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by the company no later than on 10 May 2021.

Nominee registered shares

To be entitled to participate in the annual general 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 at 3 May 2021. 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 not later than the second banking day after 3 May 2021 are taken into account when preparing the register of shareholders.

Advance voting

The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on www.itabgroup.com. The advance voting form is considered as the notification to participation at the meeting.

The completed and signed voting form must be received by the company no later than on 10 May 2021. The completed form may be sent by post to ITAB Shop Concept AB (publ), Box 9054, SE-550 09 Jönköping, Sweden, or by e-mail to bolagsstamma@itab.com.The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form.

Shareholders' right to obtain information

The shareholders are reminded of their right to request information from the board of directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. A request for such information shall be sent by post to ITAB Shop Concept AB (publ), Box 9054, SE-550 09 Jönköping, Sweden or by e-mail to bolagsstamma@itab.com,no later than on 1 May 2021. The information will be made available at the company's head office and on www.itabgroup.com no later than on 6 May 2021. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.

Proposed agenda

1. Opening of the meeting and election of a chairman of the meeting
2. Election of a person to approve the minutes
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination of whether the meeting has been duly convened
6. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements for 2020
7. Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
8.  Resolution regarding allocation of the company's results
9. Resolution regarding discharge of the members of the board of directors and the CEO from liability
10. Determination of:
a. the number of members of the board of directors
b. the number of auditors

11. Determination of:
a. fees to the board of directors
b. fees to the auditors

12. Election of:
a. the members of the board of directors and the chairman of the board of directors
b. the auditors

13. Appointment of the nomination committeeetc.
14.  Presentation of the remuneration report for approval
15. Resolution on guidelines for remuneration to senior executives
16. Resolution regarding amendment of the Articles of Association
17.  Resolution to authorise the board of directors to resolve on share issues
18. Resolution to authorise the board of directors to resolve to repurchase and transfer own shares

Resolution proposals

Election of a chairman of the meeting (item 1)

The nomination committee has proposed that the chairman of the board of directors, Anders Moberg, or the person proposed by the nomination committee if he has an impediment to attend, is elected chairman of the meeting.

Election of a person to approve the minutes (item 2)

Ulf Hedlundh (Svolder AB), or the person proposed by the nomination committee if he has an impediment to attend, is proposed to be elected to approve the minutes of the meeting together with the chairman. The task of approving the minutes of the meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval under item 3 is the voting list prepared by the company, based on the meeting's share register and advance votes received, as verified by the person elected to approve the minutes.

Resolution regarding allocation of the company's results (item 8)

The board of directors proposes that no dividend is paid to the shareholders for the financial year of 2020.

Determination of the number of members of the board of directors (item 10a)

The nomination committee proposes that the number of members of the board of directors as elected by the annual general meeting shall be nine, with no deputy members.

Determination of the number of auditors (item 10b)

The nomination committee proposes that the auditor shall be a registered accounting firm.

Determination of fees to the board of directors (item 11a)

The nomination committee proposes that the fees to the board of directors shall amount to a total of SEK 2,500,000, with SEK 500,000 to the chairman of the board of directors and SEK 250,000 to each of the other board members. Moreover, the nomination committee proposes that the fees for assignments in the audit committee shall be SEK 60,000 to the chairman and SEK 30,000 to each other member and that the fees for assignments in the remuneration committee shall be SEK 40,000 to the chairman and SEK 30,000 to each other member.

Determination of fees to the auditors (item 11b)

The nomination committee proposes that the fees to the auditors shall be paid in accordance with the current account specified, reviewed and approved by the board of directors.

Election of the members and the chairman of the board of directors (item 12a)

The nomination committee proposes re-election of the ordinary board members Anna Benjamin, Jan Frykhammar, Petter Fägersten, Anders Moberg, Fredrik Rapp, Eva Karlsson, Roberto Monti, Ruthger de Vries and Vegard Søraunet as members of the board of directors for the time until the end of the next annual general meeting. Moreover, the nomination committee proposes re-election of Anders Moberg as chairman of the board of directors for the time until the end of the next annual general meeting.

A presentation of the persons proposed for re-election as board members can be found on the company's website www.itabgroup.com.

Election of auditors (item 12b)

The nomination committee proposes the re-election of the registered accounting firm Ernst & Young AB as auditor for the time until next annual general meeting, which is in accordance with the audit committee's recommendation. Should the nomination committee's proposal regarding auditors be adopted by the annual general meeting, Ernst & Young AB has informed that authorised auditor Joakim Falck will be appointed auditor in charge.

Appointment of the nomination committee etc. (item 13)

The general meeting shall prepare the appointment of a nomination committee. The nomination committee shall prepare and submit proposals to the general meeting on the chairman of the board of directors and the other members of the board of directors, the chairman at the annual general meeting 2022, as well as propose the board fees, the committee fees and the auditor's fee. The nomination committee shall also propose auditors in due course. Shareholders representing in total more than 60 percent of the number of votes in ITAB have proposed that the term of office for the nomination committee should cover the period up to and including the annual general meeting 2022. Should a member resign from the nomination committee before its work is completed, it is proposed that the remaining members of the nomination committee are mandated to appoint a new member. Further, it is proposed that fees for assignments in the nomination committee shall be SEK 30,000 to the chairman and SEK 15,000 to each member. 

The shareholders have also proposed that the members of the nomination committee shall be Ulf Hedlundh (as chairman), Fredrik Rapp and Per Rodert.

Resolution on guidelines for remuneration to senior executives (item 15)

The board of directors proposes that the annual general meeting resolves to adopt the following guidelines of remuneration for executives of the company.

These guidelines include the persons who are part of the executive management of ITAB Shop Concept AB (publ) ("ITAB"), currently the CEO and other members of the group management.

To the extent a board member performs work for ITAB in addition to the board assignment, these guidelines shall also apply to any remuneration (e.g. consultant's fees) for such work.

The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2021. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

In short, ITAB's business strategy is the following. ITAB shall offer complete shop concepts for retail chain stores. With its expertise, long-term business relationships and innovative products, ITAB will secure a market-leading position in selected markets. For more information regarding the company's business strategy, please see https://itabgroup.com/sv/om-itab/affarside-och-mal/.

A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain management with good competence and capacity to achieve set goals. To this end, it is necessary that the company offers competitive remuneration, which these guidelines enable.

Variable cash remuneration covered by these guidelines shall aim at promoting the company's business strategy and long-term interests, including its sustainability.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. The remuneration level for individual executives shall be based on factors such as position, competence, experience, and performance. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration for the CEO may amount to not more than 75 per cent of the fixed annual cash salary. The variable remuneration for other members of the group management may amount to not more than 50 per cent of the fixed annual cash salary.

For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.

 

For other executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory local legislation or collective agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory local legislation or collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.

Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Premiums and other costs due to such benefits may amount to not more than 12 per cent of the fixed cash salary.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Termination of employment

The notice period may not exceed twelve months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the CEO's fixed cash salary for two years, and one year for other persons in the executive management. The period of notice may not to exceed six months without any right to severance pay when termination is made by the executive.

Criteria for awarding variable cash remuneration, etc.

The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company's business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive's long-term development.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the executive management. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.       

Salary and employment conditions for employees

In the preparation of the board of directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee's and the board of directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

Consultant's fees to board members

If a board member performs services for ITAB in addition to the board work, a special fee may be paid for this (consultant's fee), provided that such services contribute to the implementation of ITAB's business strategy and safeguard ITAB's long-term interests, including sustainability. This also applies to such services that ITAB receives through a company fully owned by a board member. The annual consultant's fee for each board member may never exceed the annual board fee. The consultant's fee shall be on market terms and determined in relation to the benefit of ITAB.

The decision-making process to determine, review and implement the guidelines

The board of directors has established a remuneration committee. The committee's tasks include preparing the board of directors' decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year, or before if there is a need for significant adjustments, and submit it to the general meeting.

The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the remuneration committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the board of directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As set out above, the remuneration committee's tasks include preparing the board of directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Description of material changes to the guidelines

The remuneration committee and the board of directors have determined that it is appropriate for the company that the CEO's variable cash remuneration shall amount to not more than 75 per cent of the fixed annual cash salary, instead of the previous amount of not more than 50 per cent of the fixed annual cash salary, and that members of the executive management do not have to be permanent employees. The above remuneration guidelines have been changed to reflect the mentioned. Furthermore, the description of the convertible program which ended during the summer of 2020 has been removed from the guidelines. 

Resolution regarding amendment of the Articles of Association (item 16)

The board of directors proposes that the annual general meeting resolves to amend the Articles of Association, after which the company will have only one class of shares. A new section is proposed which allows the board of directors to collect powers of attorneys in accordance with Chapter 7 Section 4, second paragraph, of the Swedish Companies Act and to resolve that the shareholders shall be able to vote in advance. Furthermore, a number of editorial adjustments are proposed as well as that the Articles of Association is updated to reflect law amendments.

Current wording Proposed wording
§ 1 NameThe § 1 NameThe company's name is ITAB Shop Concept AB. The
company's name is company is public (publ).
ITAB Shop Concept
AB. The company
is public (publ).
§ 4 Share § 4 Share capitalThe share capital shall be not less than
capitalThe share SEK 30,000,000 and not more than SEK 120,000,000.
capital shall be
not less than SEK
30,000,000 and
not more than SEK
120,000,000. Two
classes of shares
may be issued,
Class A shares
and Class B
shares. Class A
shares may be
issued up to an
amount of
93,600,000. Class
B shares may be
issued up to an
amount
corresponding to
100% of the share
capital. Class A
shares shall
carry ten votes
each and Class B
shares shall
carry one vote
each. Class A
shares shall, at
the request of
the owners of
such shares,
during February,
May, August and
November each
year (the
"Reclassification
Periods") be
reclassified to
shares of Class
B.  A request for
reclassification
shall be made by
written
notification and
must state the
number of Class A
shares that the
shareholder
wishes to
reclassify to
Class B shares
and, if the
request does not
cover the
shareholder's
entire holding,
which shares of
Class A the
reclassification
concerns. The
request for
reclassification
must be made to
the board of
directors no
later than on the
last day of the
relevant
Reclassification
Period. By the
end of each
Reclassification
Period, the board
of directors
shall consider
the question of
reclassification.
Immediately
thereafter, the
board of
directors shall
report the
reclassification
to the Swedish
Companies
Registration
Office for
registration in
the Register of
Companies. The
reclassification
is effected when
it has been
registered and
the
reclassification
been noted in the
share register.
In the event that
the Company
decides to issue
new Class A or
Class B shares by
means of a cash
issue or through
an offset issue,
owners of Class A
and Class B
shares shall have
preferential
rights to
subscribe to new
shares of the
same type in
proportion to the
number of shares
that they already
own (primary
preferential
rights). Shares
which are not
subscribed for
pursuant to
primary
preferential
rights shall be
offered to all
shareholders for
subscription
(subsidiary
preferential
rights). If the
number of shares
thus offered are
not sufficient
for the
subscription on
the basis of
subsidiary
preferential
rights, the
shares shall be
allocated between
the subscribers
pro rata to the
number of shares
previously held
and, to the
extent such
allocation cannot
be effected, by
the drawing of
lots.In the event
that the company
decides that new
shares of either
Class A or B
alone shall be
issued through a
cash issue or
through an offset
issue, all
shareholders,
irrespective of
whether they own
Class A or Class
B shares, shall
have preferential
rights to the
subscription of
new shares pro
rata to the
number of shares
already held.In
the event of
issue of warrants
convertibles that
are not made as
an in-kind
capital
contributions,
the shareholders
shall have a
preferential
right to
subscribe for
warrants as if
the issue
concerned those
shares that may
be subscribed for
due to the option
and preferential
right,
respectively, to
subscribe for
convertibles as
if the issue
concerned those
shares that the
convertibles may
be replaced with.
What is set out
above with regard
to preferential
rights shall
apply in the
event of cash
issue and offset
issue and shall
not limit the
right to resolve
upon an issue
with deviation
from the
shareholders'
preferential
rights.If the
share capital is
increased by a
bonus issue, new
shares shall be
issued pro rata
to the number of
shares of each
class previously
issued. In such
cases, previous
shares of a
specific class
shall entitle to
new shares of the
same class.
§ 6 Board of § 6 Board of directors and auditorsThe board of directors
directors and shall, insofar as it is appointed by the general meeting,
auditorsThe board consist of not less than three and not more than nine
of directors members, with a maximum of nine deputies. The company shall
shall consist of have at least one and not more than two auditors, with or
not less than without any deputy auditors. An authorised auditor or a
three and not registered accounting firm shall be appointed as auditor,
more than nine and, where applicable, as deputy auditor.
members, with a
maximum of nine
deputies. A
registered public
accounting firm
or one to two
auditors, of whom
at least one must
be an authorised
public
accountant, with
or without any
deputy auditors,
are appointed to
audit the
company's annual
report together
with the
accounting as
well as the
management of the
board of
directors and the
managing
director.
§ 7 NoticeNotice § 7 NoticeNotice of general meetings shall be published in
of the annual the Swedish Official Gazette and be kept available on the
general meeting company's website. At the time of the notice, an
or extraordinary announcement with information that the notice has been
general meeting issued, shall be published in Dagens Industri.
where the matter
of an amendment
to the Articles
of Association
will be
considered shall
take place at the
earliest six
weeks and no
later than four
weeks before the
meeting. Notice
of another
extraordinary
general meeting
shall take place
at the earliest
six weeks and no
later than two
weeks before the
meeting. Notice
of general
meetings shall be
published in the
Swedish Official
Gazette and be
kept available on
the company's
website. At the
time of the
notice, an
announcement with
information that
the notice has
been issued,
shall be
published in
Dagens Industri.A
proposal for the
agenda for the
general meeting
shall be enclosed
together with the
notice, from
which the matters
to be considered
at the meeting
shall be clearly
stated. The
matters must be
numbered and
state their main
content. A matter
concerning an
amendment to the
Articles of
Association shall
state the main
content of the
proposed
amendment.
§ 8 Right to § 8 Right to participation in general meetingsA shareholder
participation in may participate in the general meeting if the shareholder
general notifies the company of this no later than on the date
meetingsIn order stipulated in the notice convening the general meeting. The
to participate in date stipulated in the notice convening the general meeting
general meetings, must not be a Sunday, any other public holiday, Saturday,
shareholders must Midsummer's Eve, Christmas Eve or New Year's Eve and must
be included in a not be more than the fifth weekday prior to the general
printout of the meeting. A shareholder may be joined by one or two advisors
entire share at the general meeting, provided that the shareholder has
register on the stated this in the notice of participation in accordance
date that is the with the paragraph above.
fifth weekday
prior to the
meeting and
notify the
company no later
than 16:00
CET/CEST on the
date stipulated
in the notice
convening the
meeting. The date
stipulated in the
notice convening
the general
meeting must not
be a Sunday, any
other public
holiday,
Saturday,
Midsummer's Eve,
Christmas Eve or
New Year's Eve
and must not be
more than the
fifth weekday
prior to the
meeting. A
shareholder may
be joined by one
or two advisors
at the general
meeting, provided
that the
shareholder has
stated this in
the notice of
participation in
accordance with
the paragraph
above.
§ 9 Annual § 9 Annual general meetingThe following business shall be
general addressed at annual general meetings:
meetingThe 1. Election of a chairman of the meeting
following 2. Preparation and approval of the voting list
business shall be 3. Approval of the agenda
addressed at 4. Election of one or two persons who shall approve the
annual general minutes
meetings: 5. Determination of whether the meeting has been duly
1. Opening of convened
the general 6. Presentation of the annual report and the auditors'
meeting report and, where applicable, the consolidated financial
2. Election of a statements and the auditors' report on the consolidated
chairman of the financial statements
meeting 7. Resolution regarding the adoption of the income
3. Preparation statement and the balance sheet, where applicable, the
and approval of consolidated income statement and the consolidated balance
the voting list sheet
4. Approval of 8. Resolutions regarding allocation of the company's
the agenda profits or losses in accordance with the adopted balance
5. Election of sheet
one or two 9. Resolution regarding discharge of the members of the
persons who shall board of directors and the managing director from liability
approve the 10. Determination of the number of members of the board of
minutes directors as well as the number of auditors and deputy
6. Determination auditors
of whether the 11. Determination of fees to members of the board of
meeting has been directors and auditors
duly convened 12. Election of the members of the board of directors as
7. Presentation well as election of auditors and deputy auditors
of the annual 13. Other matters, which should be resolved by the annual
report and the general meeting according to the Swedish Companies Act or
auditors' report the company's Articles of Association.
and, where
applicable, the
consolidated
financial
statements and
the auditors'
report on the
consolidated
financial
statements
8. Resolution
regarding the
adoption of the
income statement
and the balance
sheet, where
applicable, the
consolidated
income statement
and the
consolidated
balance sheet
9. Resolutions
regarding
allocation of the
company's profits
or losses in
accordance with
the adopted
balance sheet and
determination of
record date
10. Resolution
regarding
discharge of the
members of the
board of
directors and,
where applicable,
the managing
director, from
liability
11. Determination
of the number of
members of the
board of
directors and,
where applicable,
the number of
auditors and
deputy auditors
12. Determination
of fees to
members of the
board of
directors and
auditors
13. Election of
the members of
the board of
directors,
deputies and,
where applicable,
election of
auditors and
deputy auditors
14. Other
matters, which
should be
resolved by the
annual general
meeting according
to the Swedish
Companies Act or
the company's
Articles of
Association.
§ 10 Collection of powers of attorney and postal voting The
board of directors may collect powers of attorney in
accordance with the procedure specified in Chapter 7,
Section 4, second paragraph, of the Swedish Companies Act
(2005:551).The board of directors may, prior to a general
meeting, decide that the shareholders shall be permitted to
exercise their voting rights by post prior to the general
meeting.
§ 11 Record date § 12 Record date provisionThe company's shares shall be
provisionThe registered in a share register in accordance with the
company's shares Swedish Central Securities Depositories and Financial
shall be Instruments Accounts Act (1998:1479).
registered in a
securities
register in
accordance with
the Swedish
Financial
Instruments
Accounts Act
(1998:1479).

Resolution to authorise the board of directors to resolve on share issues (item 17)

The board of directors proposes that the annual general meeting authorises the board of directors to, up until the next annual general meeting, on one or several occasions, resolve to increase the company's share capital by way of share issue to such an extent that it corresponds to a dilution which corresponds to maximum 10 percent, based on the number of shares that are outstanding at the time of the annual general meeting's resolution on the authorisation, after full exercise of the hereby proposed authorisation.

New share issues may be made with or without deviation from the shareholders' preferential rights for the shareholders to participate in the issue, against payment by cash, set-off or contribution in-kind, or otherwise with conditions. Deviations from the shareholders' preferential rights may take place in circumstances where a directed issue is more advantageous for the company with regard to time, business or similar reasons.

The purpose of the authorisation to resolve on new share issue is to increase the company's financial flexibility and to enable acquisitions of companies. The issue terms, including the issue price, shall be based on a market valuation where the issue price shall at all times be market-based, subject to a market issue discount where applicable.

The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Resolution to authorise the board of directors to resolve to repurchase and transfer own shares (item 18)

The board of directors proposes that the annual general meeting authorises the board of directors to, up until the next annual general meeting, on one or several occasions, resolve to purchase own shares so that the company's holding, at any given time, does not exceed 10 percent of the total number of shares in the company. The shares shall be purchased on Nasdaq Stockholm or through an offer to all shareholders and may only be acquired to a price per share within the Nasdaq Stockholm applicable share price range, i.e. the range between the highest purchase price and the lowest selling price.

The board of directors also proposes that the meeting authorises the board of directors, to, up until the next annual general meeting, on one or several occasions, resolve to transfer own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the

applicable price range, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfers outside Nasdaq Stockholm, the price shall be established so that it is in accordance with market terms. Transfers of own shares may be made in a number which does not exceed such number of shares that is held by the company at the time of the board of directors' resolution regarding the transfer.

The purpose of the authorisations is to give the board of directors an increased flexibility with regard to the company's capital structure as well as to enable acquisitions of companies and business operations where payment is made with own shares.

The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Majority requirements

Resolutions in accordance with item 16, 17 and 18 above require approval by at least two thirds (2/3) of both the votes cast and the number of shares represented at the annual general meeting.

Number of shares and votes

As at the date of this notice, there are a total of 218,100,192 shares, corresponding to 218,100,192 votes, in the company. All shares are class B shares which entitle to one (1) vote per share. As at the date of this notice, the company holds no treasury shares.

Documentation etc.

The annual report, the remuneration report and the board of directors' complete proposals will be held available at the company's office and on the company's website, www.itabgroup.com, from 20 April 2021 at the latest. Copies of the documents will be sent free of charge to shareholders who so request and state their postal address.

The share register for the meeting is made available at ITAB's head office. Proxy forms for shareholders who wish to vote in advance through proxy are available on the company's website, www.itabgroup.com, and are sent free of charge to the shareholders who request it from the company.

Processing of personal data

For information on how your personal data is processed, see

www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.   

_____________

Jönköping, April 2021

ITAB Shop Concept AB (publ)

The board of directors

Source: Cision
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