Bulletin from Cary Group Holding AB (publ)’s Extraordinary General Meeting on 21 October 2022

Cary Group Holding AB (publ) held an Extraordinary General Meeting today, Friday, 21 October. The Extraordinary General Meeting was conducted by means of only advance voting (so-called postal voting) with the support of temporary legal rules.

Election of Board members

The Extraordinary General Meeting resolved that the Board of Directors would comprise four ordinary board members and two deputy board members and elected Joakim Andreasson, Magnus Hammarström, Gustaf Martin-Löf and Mattias Fajers as ordinary board members as well as Jacob Langhard Lövstedt and Matilda Taiminen as deputy board members. Gustaf Martin-Löf was elected as Chairman of the Board of Directors.

Fees to the Board of Directors

The Extraordinary General Meeting resolved that no fees would be paid to the Board of Directors.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: [email protected]

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact person above, on 2022-10-21 at 16:15 CEST.

Cary Group Holding AB (publ)’s application for de-listing has been approved

Cary Group Holding AB (publ)’s (“Cary Group” or the “Company”) application for de-listing has now been approved by Nasdaq Stockholm. The last day of trading in Cary Group’s share on Nasdaq Stockholm will be 18 October 2022.

As previously announced, Cary Group has applied for de-listing of the Company’s shares from Nasdaq Stockholm. Nasdaq Stockholm has now approved the application and resolved that the last day of trading will be 18 October 2022.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: [email protected]

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact person set out above, at 2022-10-04 17.00 CEST.

Cary Group Holding AB (publ) applies for de-listing

Following that CVC Funds and Nordic Capital, through Teniralc BidCo AB (”Teniralc”), controls more than 90 percent of the shares in Cary Group Holding AB (“Cary Group” or the “Company”) and intends to initiate compulsory redemption of the remaining shares in the Company, the Board of Directors of Cary Group has resolved to apply for de-listing of the Company’s shares from Nasdaq Stockholm.

On 29 June 2022, CVC Funds and Nordic Capital, through Teniralc, announced a public cash offer to the shareholders of Cary Group to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share. On 7 September 2022, Teniralc announced an increase of the consideration under its offer from SEK 65 to SEK 70 per share (the “Offer”). On 23 September 2022, Teniralc declared the Offer unconditional and completed the Offer.

In light of the above, and in accordance with Teniralc’s request, the Board of Directors of Cary Group has resolved to apply for de-listing of the Company’s shares from Nasdaq Stockholm. The last day of trading in Cary Group’s shares on Nasdaq Stockholm will be announced as soon as Cary Group has received confirmation thereof from Nasdaq Stockholm.

The Board of Directors of Cary Group will additionally, upon request from Teniralc, through a separate press release, convene an extraordinary general meeting, for among other things, the election of a new Board of Directors.

For more information, please contact:

Juan Vargues, Chairman the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: [email protected]

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact persons set out above, at 2022-09-26 18.10 CEST.

Cary Group’s 2022 Annual General Meeting

Cary Group Holding AB (publ) held its Annual General Meeting today, Tuesday, 17 May. The Annual General Meeting was conducted by means of only advance voting (so-called postal voting) with the support of temporary legal rules.

Approval of the Annual Report, appropriation of profits and discharge of liability of Board members and the CEO

The Annual General Meeting resolved to adopt the income statement and the balance sheet for the group and the parent company. The Annual General Meeting resolved to carry forward the earnings of the year to a new account. The Board members and the CEO were discharged of liability in respect of the financial year 2021.

Fees to the Board of Directors and auditors

The Annual General Meeting resolved that fees would be paid to the Board of Directors in the total amount of SEK 1,500,000, distributed as follows: SEK 600,000 to the Chairman and SEK 300,000 to other Board members. It was further resolved that fees of SEK 125,000 shall be paid to the Chairman of the Audit Committee and SEK 60,000 to the member of the Audit Committee. Further, it was resolved that fees of SEK 75,000 shall be paid to the Chairman of the Remuneration Committee and SEK 50,000 to the member of the Remuneration Committee. It was resolved that fees to auditors be paid in accordance with approved invoices.

Election of Board members and auditors

The Annual General Meeting resolved that the Board of Directors would comprise four members and re-elected Juan Vargues, Joakim Andreasson, Magdalena Persson and Ragnhild Wiborg. Juan Vargues was re-elected as Chairman of the Board of Directors.

Ernst & Young was re-elected as auditor for the period up to the end of the next Annual General Meeting, with Authorised Public Accountant Stefan Andersson Berglund as Auditor-in-Charge until further notice.

Guidelines for remuneration to senior executives

The Annual General Meeting resolved to adopt the guidelines for remuneration and other employment conditions to senior executives. The guidelines’ main stipulation is that remuneration to senior executives corresponds to market levels. According to the guidelines, senior executives receive both a base salary and a long- and short term performance based cash salary. The fundamental principle is that the long- and short term performance based cash salary for the CEO may amount to a maximum of 75 per cent of the annual base salary and to a maximum of 50 per cent of the annual base salary for each other senior executive, respectively.

Authorisation to acquire and sell shares

The Annual General Meeting resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, acquire shares in an amount limited so that the total holding of treasury shares does not exceed 10 per cent of all shares in the company. The Annual General Meeting also resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, sell treasury shares outside Nasdaq Stockholm.

Authorisation to resolve on new share issue

The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to – at one or several occasions and for up until the end of the Annual General Meeting 2023 – resolve on issue of shares up to no more than 20 percent of the registered share capital at the time of the new share issue. The new issue of shares can be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: [email protected]

About Cary Group

Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact person above, on 17 May 2022 at 16.00 CEST.

Changes to the Nomination Committee’s proposal to Cary Group’s Annual General Meeting 2022

The invitation to Cary Group’s Annual General Meeting on May 17, 2022 was published in a press release on April 13, 2022.

The Nomination Committee has proposed re-election of Magnus Lindquist to the Board of Directors. Following the announcement of the proposal, Magnus Lindquist has informed the Nomination Committee that he is no longer available for re-election due to lack of time because of additional board appointments outside Cary Group. As a result, the Nomination Committee has changed its previous proposal and re-election of Magnus Lindquist is no longer proposed. In addition, the Nomination Committee now proposes that the number of board members shall be four, and that the total compensation to the Board of Directors is reduced to reflect the smaller number of board members. The Nomination Committee has also updated its’ explanatory statement. Apart from that, the Nomination Committee’s proposal remains unchanged.

Cary Group’s annual general meeting will be held on May 17, 2022 without the physical presence of shareholders, representatives or third parties. Shareholders exercise their voting rights by post. The Nomination Committee’s proposal is available on Cary Group’s website, https://carygroup.com/ and at the Cary Group's head office on Hammarby Kaj 10D in Stockholm. Postal votes that have already been submitted are still valid. It is also possible to submit a new postal vote, in which case the latter postal vote will apply instead of the previously submitted postal vote.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: [email protected]

About Cary Group
Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

NOTICE CONVENING THE ANNUAL GENERAL MEETING OF CARY GROUP HOLDING AB

The shareholders of Cary Group Holding AB, reg.no. 559040–9388 (“Cary Group”) are hereby given notice of the Annual General Meeting to be held on Tuesday, May 17, 2022.

The Board of Directors has decided that the Annual General Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting should be able to exercise their voting rights only by post. Information on the resolutions passed at the meeting will be disclosed on May 17, 2022, as soon as the outcome of the postal voting has been finally confirmed.

Registration and notification

A person who wishes to participate in the Annual General Meeting by postal voting must:

  • be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday, May 9, 2022,
  • give notice of intent to participate no later than on Monday, May 16, 2022, by casting its postal votes in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Euroclear Sweden AB no later than that day.

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Annual General Meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date, Monday, May 9, 2022. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Wednesday, May 11, 2022, will be taken into account in the presentation of the share register.

Postal voting

The Board of Directors has decided that shareholders should be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form for postal voting is available on Cary Group’s website, https://carygroup.com/corporate-governance/general-meeting/. Completed and signed forms for postal voting can be sent by mail to Cary Group Holding AB, ”Annual General Meeting”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden or by e-mail to [email protected]. Completed forms must be received by Euroclear no later than Monday, May 16, 2022. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than Monday, May 16, 2022.

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

Powers of attorney

If the shareholder submits its postal vote by proxy, a written and dated Power of Attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on Cary Group’s website https://carygroup.com/corporate-governance/general-meeting/. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Shareholders’ right to receive information

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to Cary Group, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of Cary Group or its subsidiaries’ financial situation and Cary Group’s relation to other companies within the Group. A request for such information shall be made in writing to Cary Group no later than Monday, May 9, 2022, at the address of Cary Group Holding AB, Hammarby Kaj 10D, 120 32 Stockholm, Sweden, or by e-mail at [email protected]. The questions and responses will be made available on Cary Group’s website https://carygroup.com/corporate-governance/general-meeting/, no later than Thursday, May 12, 2022. The questions and answers will also be available at Cary Group’s head office in Stockholm, Hammarby Kaj 10D, on the same date. The information is also sent to the shareholders who requested it and stated their address.

Number of shares and votes

Cary Group has a total of 131,848,996 shares and votes. Cary Group holds no treasury shares.

Proposed agenda

  1. Opening of the Meeting;
  2. Election of Chairman of the Meeting;
  3. Preparation and approval of the voting list;
  4. Approval of the agenda;
  5. Election of one or two persons to verify the minutes;
  6. Determination as to whether the Meeting has been duly convened;
  7. Presentation of the annual accounts and the audit report, and the consolidated accounts and the audit report on the consolidated accounts;
  8. Resolution regarding the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
  9. Resolution regarding appropriation of the company’s profit according to the adopted balance sheet;
  10. Resolution regarding the discharge from liability for the members of the Board of Directors and the CEO for 2021;
  11. Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors;
  12. Determination of fees to the Board of Directors;
  13. Election of the members of the Board of Directors;
  14. Election of the Chairman of the Board of Directors;
  15. Election of, and fee to, the Auditors;
  16. Approval of remuneration report
  17. Proposal regarding remuneration guidelines and other employment conditions for senior executives;
  18. Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares
  19. Proposal for resolution on authorization for the Board of Directors to resolve on new issue of shares
  20. Closing of the Meeting.

Election of Chairman of the Meeting (item 2)

The Nomination Committee proposes Johan Thiman at White & Case Advokataktiebolag (or in the event he is prevented from participating, the person appointed by the Board of Directors) to be elected as the Chairman of the Annual General Meeting 2022.

Preparation and approval of the voting list (item 3)

The voting list proposed to be approved is the voting list prepared by the company, based on the general meeting shareholders’ register and votes received in advance, and verified by the persons assigned to check the minutes.

Election of one or two persons to verify the minutes (item 5)

The Board of Directors proposes Jonas Lagerroos, representing Cidron Legion S.à r.l., or if he is prevented from participating, the person appointed by the Board of Directors, to check the minutes. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Resolution regarding the appropriation of the company’s profit according to the adopted balance sheet (item 9)

The Board of Directors proposes that no dividend is to be paid for the financial year 2021 and that the earnings are carried forward to a new account.

Determination of the number of members and deputy members of the Board of Directors, and auditors and deputy auditors (item 11)
The Nomination Committee proposes

  • that the Board of Directors, to the extent appointed by the Annual General Meeting, shall consist of five ordinary members without deputies;
  • that Cary Group have one auditor without deputy auditors.

Determination of fees to the Board of Directors (item 12)
The Nomination Committee proposes that the Directors’ fees amount to a total of SEK 1 800 000, with the Chairman receiving SEK 600 000 of this amount and each of the other members elected by the General Meeting receiving SEK 300 000, i.e. unchanged fees.

The Nomination Committee proposes that the members appointed by the Board of Directors to acts as Audit Committee shall receive fees of SEK 125 000 to the Chairman and for other members, i.e. unchanged fees.

The Nomination Committee proposes that the members appointed by the Board of Directors to acts as Remuneration Committee shall receive fees of SEK 75 000 to the Chairman and SEK 50 000 for other members, i.e. unchanged fees.

Election of the members of the Board of Directors (item 13)
The Nomination Committee propose re-election of Juan Vargues (member and Chairman since 2021), Joakim Andreasson (member since 2017), Magnus Lindquist (member since 2021), Magdalena Persson (member since 2021) and Ragnhild Wiborg (member since 2021) as members of the Board of Directors until the end of the next Annual General Meeting. Leif Ryd has declined re-election.

Election of the Chairman of the Board of Directors (item 14)

The Nomination Committee proposes re-election of Juan Vargues as Chairman of the Board of Directors.

Election of, and fees to, auditors (item15)

The Nomination Committee proposes re-election of Ernst & Young Aktiebolag for the period until the end of the next Annual General Meeting. Ernst & Young Aktiebolag has informed the Nomination Committee that the authorised public accountant Stefan Andersson Berglund will be the auditor in charge.

The Nomination Committee proposes that the fees be paid in accordance with approved invoices.

Approval of remuneration report (item 16)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Proposal regarding remuneration guidelines and other employment terms for senior executives (item 17)

The Board of Directors of Cary Group Holding AB (the “Company”) proposes that the Annual General Meeting resolves on remuneration guidelines and other employment terms for senior executives as follows:

General principles for remuneration and other terms and conditions

These guidelines apply to remuneration to senior executives in the Company, including Board members to the extent remuneration is received for work outside of their board duties. For the purposes of these guidelines, senior executives include the CEO, the deputy CEO (if applicable), and certain other executives who, from time to time, are members of the Group management and directly report to the CEO. These guidelines do not apply to any remuneration resolved upon or approved by the general meeting and are only applicable to remuneration, and amendments to previously agreed remuneration, which are agreed after the adoption of these guidelines.

Purpose and general guidelines

These guidelines constitute a framework for establishing which remuneration may be paid to senior executives during the period of time for which the guidelines are in force and on what principal terms. The guidelines are designed to ensure responsible and sustainable decisions regarding remuneration that support the Company’s business strategy, long-term interests and sustainable business practices. To this end, salaries and other employment terms shall enable the Company to retain, develop and recruit skilled senior executives with relevant experience and competence. The remuneration shall be on market terms, competitive and reflect the performance and responsibilities of individual senior executives.

Remuneration and employment conditions for employees of the Company have been regarded in the preparation of these guidelines. Information on the employees’ total income, the components of the remuneration and its conditions has been taken into account by the Remuneration Committee and the Board of Directors when evaluating whether the guidelines and limitations set out herein are reasonable.

Remuneration for senior executives must be duly adjusted to comply with any local mandatory rules in the jurisdiction of their employment and may be duly adjusted to comply with established local practice, taking into account, to the extent possible, the overall purpose of the guidelines.

Elements of remuneration & terms of employment

The remuneration to the senior executives covered by these guidelines may consist of base salary, performance based cash salary, pension and non-financial benefits. In addition hereto, the general meeting may decide on share based long-term incentive programs in which senior executives can participate.

Base salary

The base salary shall be in line with market conditions, be competitive, and shall take into account the scope of and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.

Performance based cash salary

Performance based cash salary (i.e., long- and short-term cash bonuses) shall be based on a set of predetermined and measurable performance criteria that reflect the key drivers for pursuing the Company’s business strategy, long-term interests and sustainable business practices. Such performance criteria shall consist of key performance indicators both for the Company’s overall and financial performance as well as individual or group performance. To which extent the criteria for awarding performance based cash salary have been satisfied shall be determined when the relevant measurement period of the performance criteria has ended. The Remuneration Committee is responsible for such an assessment. Such performance based cash salary shall be evaluated and documented on an annual basis.

Short term performance based cash salary may amount to a maximum of 75 percent of the annual base salary for the CEO and a maximum of 50 percent of the annual base salary for each other senior executive each year.

Long term performance based cash salary may amount to a maximum of 75 percent of the annual base salary for the CEO and a maximum of 50 percent of the base annual base salary for each other senior executive each year. However, the intention is to introduce a long term incentive plan for senior executives and key employees in 2022, where the participants will have the opportunity to receive the double amount of performance based cash salary in total under the plan, accumulated over the three year period for which the plan applies. The long-term cash bonus vests over three years with three performance cycles and annual vesting. The performance based cash salary received under the 2022 long term incentive plan is intended to be used by the participants to invest in shares in the Company. The reason for the double amount for the 2022 long term incentive plan is to increase retention while accelerating the purchase of shares in the Company by all the participants. Future long term incentive plans will have one performance cycle with three year vesting. .

Pension benefits

Pension benefits shall be based on local practices and applicable law. Any deviations from local practices must be separately approved by the Remuneration Committee and documented in its report to the Board of Directors. Pension benefits may not amount to more than 35 percent of the annual base salary of each senior executive, provided that mandatory provisions of applicable laws or collective bargaining agreements do not require a higher pension provision.

Non-financial benefits

Any non-financial benefits, beyond what is offered to the entire workforce of the Company, shall be reviewed and approved by the Remuneration Committee. The total value of such non-financial benefits may not exceed 10 percent of the annual base salary of each senior executive. Other benefits may include, among other things, health insurance, company car and/or household assistance.

Termination of employment

A mutual notice period of 12 months applies for the CEO. For other senior executives, the mutual notice period is set in relation to position. Base salary during the notice period and severance pay (if any) may not together exceed an amount corresponding to 18 months base salary.

Consultancy fees

The Board of Directors may decide that market term consultancy fees shall be paid to members of the Board of Directors performing services for the Company outside the scope of the directorship, provided that such services contribute to the Company’s business strategy and long-term interests, including sustainability.

Preparation and review of these guidelines

These guidelines have been prepared by the Board of Directors’ Remuneration Committee. The Remuneration Committee shall have a preparatory function, in relation to the Board of Directors, in respect of principles for remuneration and other terms of employment regarding the senior executives. With the recommendation of the Remuneration Committee as the basis, when the need arises for significant changes in the guidelines, but at least every fourth year, the Board of Directors shall prepare a proposal for guidelines for approval by the annual general meeting.

Within the scope and on the basis of these guidelines, the Board of Directors shall, based on the Remuneration Committee’s preparation and recommendations, annually decide on the general principles and structure of the remuneration of senior executives and specific remuneration terms for the CEO and make such other resolutions in respect of remuneration for the CEO that may be required. The specific remuneration terms for each senior executive (other than the CEO) shall be prepared by the CEO and be agreed with the Chairman of the Board in consultation with the Remuneration Committee (if needed).

The members of the Remuneration Committee are independent in relation to the Company and the senior executives. The CEO and the other senior executives do not participate in the Board of Directors’ handling of and resolutions regarding remuneration-related matters if they are affected by such matters.

Derogation from these guidelines

The Board of Directors may temporarily resolve to derogate from these guidelines, in whole or in part, if in a specific case there is special cause for such 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.

Proposal regarding authorisation for the Board of Directors to acquire and sell treasury shares (item 18)

Acquisitions of treasury shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve to acquire treasury shares in accordance with the following.

  1. Acquisitions may be made on Nasdaq Stockholm or in accordance with a tender offer to all Cary Group’s shareholders.
  2. Acquisitions of shares may not result in the total holding of treasury shares, at any time, exceeding ten (10) per cent of all shares in Cary Group.
  3. Acquisitions of shares on Nasdaq Stockholm may only be affected at a price within the currently effective registered price interval on Nasdaq Stockholm, meaning the price interval between the highest bid price and the lowest ask price.
  4. Acquisitions in accordance with a tender offer according to 1 above shall be affected at a price corresponding to the lowest share price at the time of the offer with a maximum upward divergence of twenty (20) per cent.
  5. The authorisation may be used on one or several occasions, but only until the 2023 Annual General Meeting.

The Board of Director’s report pursuant to Chapter 19 Section 22 of the Swedish Companies Act will be available at Cary Group and on Cary Group’s website, www.carygroup.com, at the latest three weeks prior to the Annual General Meeting and will be sent, free of charge, to shareholders who so request and inform the company of their address.

Sales of treasury shares
The Board also proposes that the Annual General Meeting authorises the Board of Directors to resolve to sell treasury shares in accordance with the following.

  1. Sales of shares may only take place outside Nasdaq Stockholm, with or without deviation from the shareholders’ preferential rights and with or without payment in kind or payment by way of set-off. Such sales may be made at a price in cash or value for obtained property corresponding to the price for the sold Cary Group shares at the time of the sale, with a divergence found reasonable by the Board of Directors.
  2. The number of shares that may be sold should not amount to more than ten (10) per cent of the total number of shares in Cary Group.
  3. Sales in connection with company acquisitions may be made at a market value as decided by the Board of Directors.
  4. The authorisation may be used on one or more occasions, but only until the 2023 Annual General Meeting.

The purpose of the abovementioned authorisations to acquire and sell treasury shares is to finance the acquisition of operations through payment with treasury shares and to continuously be able to adapt Cary Group’s capital structure and thereby contribute to an increase in value for shareholders.
The possibility to deviate from the shareholders’ preferential rights at sales of treasury shares is justified by the fact that such sales may be made with greater speed, flexibility and are more cost-effective than a sale to all shareholders. The company cannot provide shareholders the possibility to exercise any preferential right if the company’s treasury shares are used with the purpose of enabling financing company acquisitions.

Proposal for resolution on authorization for the Board of Directors to resolve on new issue of shares (item 19)

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions until the Annual General Meeting 2023, resolve on a new issue of shares.

The number of shares to be issued with the authorization shall be no more than 20 percent of the registered share capital at the time of the new share issue resolution. The new issue of shares can be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorization is to increase the company’s financial flexibility and enable acquisitions by payment of shares. If the Board of Directors resolves on an issue with deviation from the shareholders’ preferential right the reason may be to add new capital and/or new company owners of strategic importance to the company and/or the acquisition of other companies or businesses. At a deviation from the shareholders’ preferential right, the issue rate shall be determined in accordance with market conditions. Other terms may be resolved by the Board of Directors.

The proposal is subject to the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the meeting.
_______________________

Documents

The Board of Directors’ complete proposals are set out above. Information about persons proposed as members of the Board of Directors of Cary Group, information about proposed Auditor and the Nomination Committee’s statement etc., can be found on company’s website, www.carygroup.com. The Annual Report, the Auditor’s Report, the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the group management and the Remuneration Report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act and the Board of Directors’ statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act relating to the proposal under item 18 above will be available at the company, Cary Group Holding AB, Hammarby Kaj 10D, SE-120 32 Stockholm, Sweden and on Cary Group’s website, www.carygroup.com, no later than three weeks prior to the Annual General Meeting. The documents are presented by being available at the company and on Cary Group’s website. They will also be sent to shareholders who so request and state their address. In other respects, complete proposals are provided under the respective item in this notice. The general meeting share register will be available at the company’s head office, Hammarby Kaj 10D, 120 32 Stockholm, Sweden.

Processing of personal data

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

________________________

Stockholm in April 2022
Cary Group Holding AB
The Board of Directors

For further information, please contact:
Juan Vargues, Chairman Cary Group: +46 8 10-121 96 12
Helene Gustafsson, Head of IR & Corporate Communication: +46 70 868 40 50

The information was submitted for publication at 8:30 a.m. CEST on 13 April 2022.

EXTRAORDINARY GENERAL MEETING IN CARY GROUP HOLDING AB (PUBL), 7 DECEMBER 2021

The extraordinary general meeting was conducted without the physical presence of shareholders, representatives or third parties and the shareholder was before the meeting able to exercise their voting rights only by post in accordance with the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

The general meeting resolved, in accordance with the proposition by principle owner Cidron Legion S.à r.l. (the “Principle Owner”), to elect Juan Vargues chairman of the board of directors. Former chairman of the board of directors Magnus Lindquist remains a member of the board. The board of directors also consists of members Joakim Andreasson, Magdalena Persson, Leif Ryd and Ragnhild Wiborg. Juan Vargues will also replace Magnus Lindquist as a member of the nomination committee.

The 2021 annual general meeting resolved that remuneration shall be paid to the chairman of the board with SEK 600,000 per year, that remuneration to the other ordinary board members shall be paid with SEK 300,000 per year per board member, and that such remuneration shall be adjusted in case a board member is appointed or resigns during the period. The general meeting, in accordance with the Principal Owner’s proposal, determined that the remuneration to the board of directors for each board member and for the chairman of the board remain unchanged in relation to the resolution at the 2021 annual general meeting until the end of the next annual general meeting and that the remuneration is to be distributed pro rata between the resigning and incoming chairman in relation to the term of the assignment.

The resolution entails that Magnus Lindquist, for the period as chairman of the board, shall receive remuneration corresponding to the resolution passed at the 2021 annual general meeting regarding remuneration to the chairman of the board (calculated pro rata for the period) as well as, for the period from the day of the Extraordinary General Meeting until the end of the next annual general meeting, receive remuneration corresponding to the remuneration resolved for the ordinary members of the board (calculated pro rata for the period). Furthermore, the resolution entails that Juan Vargues, for the period as ordinary member of the board, shall receive remuneration corresponding to resolution passed at the 2021 annual general meeting regarding remuneration to the ordinary members of the board (calculated pro rata for the period) as well as, for the period from the day of the Extraordinary General Meeting until the end of the next annual general meeting, receive remuneration corresponding to the remuneration resolved for the chairman of the board (calculated pro rata for the period).

Complete information regarding the general meeting’s resolutions can be downloaded here.

Helene Gustafsson, Head of IR & Corporate Communication at Cary Group, [email protected] or +46 70 868 40 50

About Cary Group

Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repairing and changing of car glass, with complementary services such as the repairing of bodywork and paint damage. With good accessibility for customers, high quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

Notice Convening the Extraordinary General Meeting of Cary Group Holding AB (publ)

As per the demand of the principal owner Cidron Legion S.à r.l (the “Principal Owner”), who as of the date of this notice holds 30.0 % of the shares and votes of the company, and as previously communicated, the shareholders of Cary Group Holding AB (publ), reg. no. 559040-9388, (“Cary Group”) are hereby given notice of the Extraordinary General Meeting to be held on December 7, 2021.

The Extraordinary General Meeting will be conducted without the physical presence of shareholders, representatives or third parties and the shareholders will before the meeting be able to exercise their voting rights only by post. Information on the resolutions passed at the meeting will be disclosed on December 7, 2021.

Registration and Notification

A person who wishes to participate in the Extraordinary General Meeting by postal voting must

  • be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on November 29, 2021, and
  • give notice of intent to participate no later than on December 6, 2021, by casting its postal votes in accordance with the instructions under the heading Postal Voting below so that the postal voting form is received by Euroclear Sweden AB no later than that day.

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Extraordinary General Meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date November 29, 2021. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than December 1, 2021 will be taken into account in the presentation of the share register.

Postal Voting

The Board of Directors has decided that shareholders should be able to exercise their voting rights only by postal voting in accordance with sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form for postal voting is available on Cary Group’s website www.carygroup.com. Completed and signed forms for postal voting can be sent by mail to Cary Group Holding AB (publ), “General Meeting”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden or by e-mail to [email protected]. Completed forms must be received by Euroclear no later than December 6, 2021. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than December 6, 2021.

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

Proxy

If the shareholder submits its postal vote by proxy, a written and dated proxy form signed by the shareholder must be attached to the postal voting form. Proxy forms are available on Cary Group’s website www.carygroup.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Shareholders’ Right to Receive Information

The Board of Directors and the President and CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to Cary Group, provide information regarding circumstances that may affect the assessment of an item on the agenda and Cary Group’s relation to other companies within the Group. A request for such information shall be made in writing to Cary Group no later than ten days prior to the Extraordinary General Meeting, i.e. no later than December 27, 2021, at the address of Cary Group Holding AB (publ), Hammarby Kaj 10D, 120 32, Stockholm, Sweden. The questions and responses will be made available on Cary Group’s website www.carygroup.com, no later than December 2, 2021. The questions and answers will also be available at Cary Group’s head office in Stockholm, Sweden, Hammarby Kaj 10D, on the same date. The information is also sent to the shareholders who requested it and stated their address.

Number of Shares and Votes

Cary Group has a total of 131,848,996 shares and votes. Cary Group do not hold any treasury shares.

Proposed Agenda

  1. Election of Chairman of the Meeting;
  2. Election of person to verify the minutes;
  3. Preparation and approval of the voting list;
  4. Approval of the agenda;
  5. Determination as to whether the Meeting has been duly convened;
  6. Election of new chairman of the board of directors
  7. Determination of remuneration to the board of directors

Election of Chairman of the Meeting (item 1)

Attorney Johan Thiman is proposed as Chairman of the Extraordinary General Meeting.

Election of Person to Verify the Minutes (Item 2)

Jonas Lagerroos (representing the Principal Owner), or if he is prevented from participating, the person appointed by the board of directors, is proposed to check the minutes. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Preparation and Approval of the Voting List (Item 3)

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of Cary Group, based on the general meeting shareholders’ register and votes received in advance, and verified by the persons assigned to check the minutes.

Election of New Chairman of the Board of Directors (Item 6)

In accordance with previous communications, the Principal Owner proposes that current board member Juan Vargues is elected chairman of the board of directors.

Juan Vargues, born 1959, has an Executive Master in Business Administration from Lund University and has previously studied Management at the International Institute for Management Development in Lausanne, studied Economics at University of Barcelona as well as studies at Upper Technical School of Agricultural Engineers of Madrid. Juan Vargues is also a member of the board of directors for Munters Group AB and CEO and president of Dometic Group AB. Juan Vargues’ previous engagements include Executive Vice President at ASSA ABLOY Group, CEO at ASSA ABLOY Entrance Systems as well as president and CEO of Besam Group. Juan Vargues is independent in relation to Cary Group and the group management as well as in relation to its major shareholder. Juan Vargues holds 182 163 shares in Cary Group.

The current chairman of the board of directors Magnus Lindquist, is proposed to remain a member of the board. The board of directors is also proposed to consist of members Joakim Andreasson, Magdalena Persson, Leif Ryd and Ragnhild Wiborg.

Determination of Remuneration to the Board of Directors (Item 7)

The 2021 annual general meeting resolved that remuneration shall be paid to the chairman of the board with SEK 600,000 per year, that remuneration to the other ordinary board members shall be paid with SEK 300,000 per year per board member, and that such remuneration shall be adjusted in case a board member is appointed or resigns during the period.

The Principal Owner proposes that the remuneration to the board of directors for each board member and for the chairman of the board remain unchanged in relation to the resolution at the 2021 annual general meeting until the end of the next annual general meeting and that the remuneration is distributed pro rata between the resigning and incoming chairman in relation to the term of the assignment.

The proposition entails that Magnus Lindquist, for the period as chairman of the board, shall receive remuneration corresponding to the resolution passed at the 2021 annual general meeting regarding remuneration to the chairman of the board (calculated pro rata for the period) as well as, for the period from the day of the Extraordinary General Meeting until the end of the next annual general meeting, receive remuneration corresponding to the remuneration resolved for the ordinary members of the board (calculated pro rata for the period). Furthermore, the proposition entails that Juan Vargues, for the period as ordinary member of the board, shall receive remuneration corresponding to resolution passed at the 2021 annual general meeting regarding remuneration to the ordinary members of the board (calculated pro rata for the period) as well as, for the period from the day of the Extraordinary General Meeting until the end of the next annual general meeting, receive remuneration corresponding to the remuneration resolved for the chairman of the board (calculated pro rata for the period).

Processing of Personal Data

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

________________________

Stockholm, November 2021
Cary Group Holding AB (publ)
Board of Directors

For more information, please contact:
Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
E-mail: [email protected]

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repairing and changing of car glass, with complementary services such as the repairing of bodywork and paint damage. We provide services that help maintain the lifetime, value and safety features of motor vehicles by striving to always repair rather than replace. With good accessibility for customers, high quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

Nomination Committee of Cary Group Holding AB (publ)

The Nomination Committee of Cary Group Holding AB (publ) (“Cary Group”) has now been appointed.

At an Extraordinary General Meeting of Cary Group held on 13 August 2021, an instruction for the appointment of the Nomination Committee was adopted, which is valid until further notice. According to this instruction, the Nomination Committee shall consist of representatives of the three largest shareholders in terms of voting rights, as well as the Chair of the Board of Directors, who shall also convene the Nomination Committee for its first meeting.

The Nomination Committee comprises:

  • Andreas Näsvik, appointed by Nordic Capital, Chair of the Nomination Committee
  • Peter Gruve, appointed by AMF
  • Patrik Jönsson, appointed by SEB
  • Magnus Lindquist, Chair of the Board of Directors of Cary Group

Prior to the 2022 Annual General Meeting (AGM), the Nomination Committee shall submit proposals regarding the election of the Chair of the AGM, the number of Directors to be elected by the AGM, the election of the Board Chairperson and Directors, fees and other remuneration payable to elected Directors and members of Board Committees, the election of auditor(s), the principles for the composition of the Nomination Committee and any changes to the instructions issued to the Nomination Committee. Cary Group’s Annual General Meeting will be held on 17 May 2022.

Shareholders wishing to submit proposals to the Nomination Committee for the 2022 Annual General Meeting may contact the Nomination Committee by sending an email to [email protected] or a letter to Cary Group AB (publ), Nomination Committee, Hammarbykaj 10D, 120 32 Stockholm, Sweden, by 1 February 2022 at the latest, so that the Nomination Committee can process the proposals it receives in a constructive manner.

Shareholders wishing to have a matter discussed at the Annual General Meeting must submit such a proposal to the Chair of the Board (at the same address as above) by 29 March 2022 or after this date but in time for the matter to be included in the notice convening the Annual General Meeting.

As was announced on 14 September 2021, the current Chair of the Board, Magnus Lindquist, wishes to relinquish this role. Board member Juan Vargues has announced that he is prepared to take over as the new Chair of the Board. Cary Group’s main shareholder, Cidron Legion S.á r.l., indirectly controlled by Nordic Capital VIII[1], has also informed the Board of Directors that it intends to convene an Extraordinary General Meeting to decide on the changes to the Board of Directors, in conjunction with the publication of Cary Group’s interim report for the period January-September 2021. If Juan Vargues is appointed as Chair of the Board, the intention is that he replaces Magnus Lindquist as a member of the Nomination Committee.

For more information, please contact:

Andreas Näsvik, Chair of the Nomination Committee
Email: [email protected]

Magnus Lindquist, Chair of the Board of Directors of Cary Group
Tel: +46 (0)73 316 09 63
Email: [email protected]


About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repairing and changing of car glass, with complementary services such as the repairing of bodywork and paint damage. Ryds bilglas, Svenska Bussglas, Mobile Windscreens, Crashpoint, Danglas, Cary, Quick Car Fix, Autoklinik and Auto Cristal Ralarsa are our well known and successful brands, with a total of 524 workshops and 397 mobile units. We provide services that help maintain the lifetime, value and safety features of motor vehicles by striving to always repair rather than replace. With good accessibility for customers, high quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

[1] References to “Nordic Capital VIII” in this press release refer to Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII Beta, L.P. (acting through their general partner Nordic Capital VIII Limited).

Exercise of the over-allotment option in the IPO of Cary Group Holding

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, CANADA, NEW ZEALAND, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

Carnegie, Danske Bank and Jefferies (the "Joint Global Coordinators") have today notified Cary Group Holding AB (publ) ("Cary Group” or the "Company") and Cidron Legion S.à r.l. (the “Principal Owner”) that the over-allotment option has been exercised in full and that the stabilisation period has ended.

In connection with the initial public offering of Cary Group and the listing of the Company's shares on Nasdaq Stockholm on 23 September 2021 (the "Offering"), the Principal Owner granted the Joint Global Coordinators an option to purchase an additional of up to 9,829,192 existing shares in Cary Group to cover any over-allotment in connection with the Offering (the “Over-Allotment Option”), exercisable in whole or in part within 30 days after the date on which the Cary Group shares commenced trading on Nasdaq Stockholm. The Over-Allotment Option has been exercised in full.

No price stabilisation activities have been carried out since the Offering, and due to the Company’s share price performance Danske Bank has, as stabilising manager on behalf of the Joint Global Coordinators, decided to end the stabilisation period.

For further information please contact:
Anders Jensen, CEO, Cary Group
Email: [email protected]

Helene Gustafsson, Head of IR & Corporate Communication, Cary Group
Tel: +46 70 868 40 50
Email: [email protected]

Homepage: www.carygroup.com

The information was submitted for publication, through the agency of the contact persons set out above, at 18:00 CET on 30 September 2021.

Important Information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities of the Company. The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

Copies of this announcement are not being made and may not be distributed or sent into the United States of America, Australia, Canada, New Zealand, Japan, Switzerland or South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The shares in the Company have not been registered and will not be registered under the United States Securities Act of 1933 as amended or under the securities laws of any state or other jurisdiction in the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.

Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Canada, New Zealand, Japan, Switzerland or South Africa and may, with certain exceptions, not be offered or sold to or within, or on behalf of a person or for the benefit of a person who is registered, resident or located in, these countries. The Company does not intend to make an offer to the public to acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, with the exception of Sweden, (each such EEA Members State a “Relevant State”), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will only be processed for qualified investors. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares of the Company. Any investment decision to acquire or subscribe for shares in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Global Coordinators and the Joint Bookrunners.

The Joint Global Coordinators and the Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Offering, and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering or any transaction, matter, or arrangement referred to in this announcement or the Prospectus to be published in connection with the Offering.

Forward-looking information

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.