The shareholders of JLT Mobile Computers AB (publ) are hereby invited to the Annual General Meeting on Wednesday, May 7, 2025, at 4:00 pm at PM & Vänner Hotel, Västergatan 10 in Växjö, Sweden.
RIGHT TO PARTICIPATE
The right to participate in the meeting is granted to those who are registered as shareholders in the share register maintained by Euroclear Sweden AB as of Monday, April 28, 2025, and who have notified their intention to participate no later than Wednesday, April 30, 2025.
Shareholders who have their shares registered in the name of a nominee, through a bank or other nominee, must re-register the shares in their own name to have the right to participate in the meeting. Such re-registration (so-called voting rights registration), which may be temporary, must be completed by Monday, April 28, 2025, which means that shareholders wishing such re-registration must notify the nominee well in advance of this date. Voting rights registrations completed no later than April 30, 2025, will be considered in the preparation of the share register.
The company has a total of 28,712,000 shares and votes. The company holds no own shares.
NOTIFICATION OF PARTICIPATION
Notification can be made in writing to JLT Mobile Computers AB (publ), Isbjörnsvägen 3, 352 45 Växjö (mark the envelope “Annual General Meeting”), via email to rebecka.johansson@jltmobile.com, or by phone at 0470-53 03 00 (weekdays 9:00–16:00). The notification should include the name, personal ID number or organization number, number of shares, daytime phone number, and, if applicable, the number of assistants (maximum two) intended to accompany the shareholder at the meeting. If a shareholder intends to be represented by a proxy, the power of attorney and other authorization documents should be attached to the notification. Proxy forms are available on the company’s website, www.jltmobile.com/investor-relations, and can also be ordered from the company at the above address.
PROPOSED AGENDA
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda for the meeting
- Election of one or two adjusters
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report as well as the consolidated financial statements and consolidated auditor’s report
- Resolutions on:
a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b) Appropriation of the company’s profit according to the adopted balance sheet
c) Discharge from liability for the board members and the CEO - Determination of the number of board members and deputy board members as well as auditors and deputy auditors
- Determination of fees for the board and the auditor
- Election of the board and auditor
- Proposal for resolution on the nomination committee
- The board’s proposal for resolution on authorization to issue shares
- Closing of the meeting
DIVIDEND (ITEM 8b)
The board proposes that no dividend be paid for the financial year 2024 and that the company’s profit be carried forward.
BOARD OF DIRECTORS AND AUDITOR ETC. (ITEMS 2, 9-11)
The company’s nomination committee, consisting of Emil Hjalmarsson (AB Grenspecialisten), chairman, Jan Olofsson (own holding), and Wilhelm Gruvberg (Alcur Fonder), proposes:
- that Ola Blomberg be elected chairman of the meeting,
- that the board consists of six members without deputies,
- that the company has one auditor without deputies,
- that the board’s remuneration be set at a total of SEK 700,000, of which SEK 200,000 to the chairman of the board and SEK 100,000 each to the other members,
- that the auditor’s fee be paid according to an approved invoice,
- that the board members Ola Blomberg, Jan Sjöwall, Jessica Svenmar, Per Ädelroth, and Karl Hill be re-elected and that Tommy Svensson be newly elected as a board member for the period until the end of the next annual general meeting,
- that Ola Blomberg be re-elected as chairman of the board, and
- that Luminor Revision AB be elected as the company’s auditor for the period until the end of the next annual general meeting, with Tommy Jonasson intended to be the principal auditor.
Information about the board member proposed for new election
Tommy Svensson has extensive experience in board work and corporate management through strategic work, corporate governance, and leadership in both international and national environments. Tommy Svensson has solid business and financial knowledge through his background as CFO for companies in both private equity and public environments. Tommy is currently the CEO of TSS Consult & Invest AB and holds a bachelor’s degree in Business Administration and Auditing.
Tommy Svensson’s previous experience includes roles such as CFO for Johbeco AB, Hemtex AB, KappAhl AB, Vårdapoteket i Norden AB, Jetshop AB, among others. Additionally, he has acted as an advisor to several companies and in acquisitions and mergers in the Nordic market. Tommy Svensson has completed board training and has held several board assignments over the past 20 years.
Tommy Svensson holds 1,516,000 shares in the company.
NOMINATION COMMITTEE (ITEM 12)
The company’s major shareholders propose that the company have a nomination committee consisting of three members, with one member appointed by each of the three largest shareholders in the company. The chairman of the nomination committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder. The nomination committee shall have the opportunity to co-opt the chairman of the company’s board.
The nomination committee shall, ahead of the Annual General Meeting 2026, be constituted based on shareholder statistics as of the last banking day in September 2025 and other shareholder information available to the company at that time. The chairman of the company’s board shall convene an inaugural meeting for the nomination committee when shareholder statistics are available. If, during the nomination committee’s mandate period, one or more of the shareholders who appointed members to the nomination committee no longer belong to the three largest shareholders, the members appointed by these shareholders shall resign, and new shareholders in order of size shall be offered the opportunity to appoint members, however, only three shareholders in order of size need to be consulted.
Unless special reasons exist, no changes shall be made to the composition of the nomination committee if only marginal changes in voting rights have occurred or if the change occurs later than three months before the Annual General Meeting.
The majority of the nomination committee members shall be independent in relation to the company and the company management. The CEO or other person from the company management shall not be a member of the nomination committee. At least one of the nomination committee members shall be independent in relation to the largest shareholder or group of shareholders acting in concert regarding the company’s management. Board members shall not constitute a majority of the nomination committee members. If more than one board member is included in the nomination committee, at most one of them may be dependent in relation to the company’s major shareholders.
No remuneration shall be paid to the nomination committee members. If necessary, the company shall cover reasonable costs for external consultants deemed necessary by the nomination committee to fulfill its assignment.
The composition of the nomination committee shall be announced through a separate press release as soon as the nomination committee is appointed and no later than six months before the Annual General Meeting. The information shall also be available on the company’s website, where it shall also be stated how shareholders can submit proposals to the nomination committee. The nomination committee shall prepare proposals on the following matters to be presented to the Annual General Meeting 2025 for resolution:
- proposal for chairman of the meeting;
- proposal for the board;
- proposal for chairman of the board;
- proposal for remuneration and other compensation for board assignments to each of the board members and compensation for committee work;
- proposal for auditor;
- proposal for remuneration to the company’s auditor; and
- proposal for instructions for the nomination committee ahead of the Annual General Meeting 2027.
AUTHORIZATION TO ISSUE SHARES (ITEM 13)
The board proposes that the board be authorized, until the next Annual General Meeting, on one or more occasions, to decide on the issuance of up to 2,871,200 shares, which corresponds to 10 percent of the number of shares in the company as of the date of the Annual General Meeting. The board shall have the right to decide on deviations from the shareholders’ preferential rights and provisions regarding non-cash issues, set-off issues, or other conditions. The issue price for the new shares shall be determined based on the market price of the share at the respective issue occasion.
The purpose of the authorization and the reason for the possible deviation from the shareholders’ preferential rights is to enable the company to appropriately raise capital for financing its operations and for carrying out corporate acquisitions. The CEO is authorized to make formal adjustments to the decision that may be necessary in connection with its registration.
DOCUMENTATION ETC.
The annual report and other decision-making materials are available at the company and on the company’s website, www.jltmobile.com, no later than three weeks before the meeting and will be sent to shareholders who request it and provide their postal address.
Shareholders are reminded of their right to request information according to Chapter 7, Section 32 of the Swedish Companies Act.
For information on how your personal data is processed, see Euroclear’s Privacy Policy.
Privacy-notice-bolagsstammor-engelska.pdf If you have any questions regarding our processing of personal data, you can contact us via email at info@jltmobile.com
The company’s organization number is 556239-4071 and headquarter is based in Växjö, Sweden.
Växjö April 2025
The board directors of JLT Mobile computers AB (publ)
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