Notice of an Extraordinary General Meeting of East Capital Explorer AB (publ)
The shareholders of East Capital Explorer AB (publ), 556693-7404 (the “Company”), are hereby given notice to attend the Extraordinary General Meeting (“EGM”) to be held on Monday 23 January 2017, at 13.00 at IVA’s Conference Centre, Grev Turegatan 16, Stockholm. Registration for the meeting will commence at 12.30.
Notification of participation
In order to be entitled to participate at the EGM, shareholders must be recorded as shareholders in the printout of the share register maintained by Euroclear Sweden AB on Tuesday 17 January 2017, and give notice of their intention to participate at the EGM no later than Tuesday 17 January 2017, preferably before 16:00.
Notice of participation at the EGM may be given either by telephone +46 8-402 90 46, on the website www.eastcapitalexplorer.com/en/egm-2017, or by regular mail to East Capital Explorer AB (publ), P.O. Box 7839, 103 98, Stockholm, Sweden. Please state “EGM” on the envelope.
The name, personal identification number (or company registration number), address and telephone number of the shareholder, shareholding and, if applicable, attendance of any representatives or assistants should be provided in the notice of participation. No more than two assistants may attend and only if the number of assistants have been stated in advance.
Personal data collected from powers of attorney and the share register kept by Euroclear Sweden AB will be used for registration and preparation of the voting list for the EGM.
Nominee-registered shares
In order to be entitled to participate at the EGM, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name. Such registration must be effected at Euroclear Sweden AB on Tuesday 17 January 2017. Thus, the nominee should be notified in due time prior to this date.
Proxies etc.
Shareholders who are represented by proxy shall issue a power of attorney for the representative. Powers of attorney in original and, for legal entities, certificate of registration should be submitted to the Company at the address above in due time prior to the EGM. The power of attorney and certificate of registration may not be older than one year, the power of attorney may, however, be older if it, according to its wording, is valid for a longer period, maximum five years. The Company provides proxy forms on the website www.eastcapitalexplorer.com/en/egm-2017. The proxy form may also be requested by telephone on +46 8-402 90 46.
Note that shareholders who are represented by proxy must also give notice of participation in accordance with the instructions given above and be registered in their own name at Euroclear Sweden AB on Tuesday 17 January 2017. A submitted proxy is not valid as a notification to participate at the EGM.
Number of shares and votes
At the time of issuing the notice to attend the EGM, the Company has a total of 28,161,563 registered shares, with one vote per share. At the time of issuing the notice, the Company holds 2,523,100 own shares.
Right to request information
Shareholders present at the EGM have a right to request information regarding the matters on the agenda in accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act (2005:551).
Proposed agenda
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes of the meeting
6. Decision on whether the meeting has been duly convened
7. Decision on the number of members of the board of directors
8. Decision on remuneration to the board
9. Election of board member
10. Decision on:
a) reduction of the share capital by way of retirement of own shares, and
b) increase of the share capital by way of bonus issue
11. Decision regarding amendments to the articles of association
12. Closing of the meeting
The nomination committee's proposals
7. The nomination committee proposes that the board of directors shall be increased from four members to five members.
8. Provided that the EGM elects Göran Bronner as a new member of the board of directors in accordance with item 9 below, the nomination committee proposes that Göran Bronner shall receive a remuneration of SEK 100,000, corresponding to the remuneration received by other members of the board of directors in proportion to the length of the mandate.
9. The nomination committee proposes that Göran Bronner is elected as a new member of the board of directors. The proposal means that the board of directors thereafter will consist of Lars O Grönstedt, Göran Bronner, Peter Elam Håkansson, Liselotte Hjorth and Nadya Wells.
Göran Bronner (born 1962) has held several leading positions at Swedbank AB, most recently as the bank’s Chief Financial Officer and prior to that as Chief Risk Officer. He has more than 30 years of experience from the global financial markets. He founded Tanglin Asset Management AB and served as the firm’s Chief Investment Officer, and has held several positions at SEB in Stockholm, London and Singapore. Today he serves as Board Member of CTT Systems AB. Göran Bronner holds a B.Sc. in Business Administration and Economics from Stockholm University.
The Board of Directors’ proposals for resolutions
10. Decision on a) reduction of the share capital by way of retirement of own shares, and b) increase of the share capital by way of bonus issue
a) Reduction of the share capital by way of retirement of own shares
The board of directors proposes that the EGM resolves to reduce the share capital by way of retirement of own shares. The purpose of the reduction is allocation to unrestricted shareholders’ equity to be used as decided by the EGM in accordance with item b) below. The reduction of the share capital shall be made with a total of EUR 324,500 by way of retirement of a total of 2,500,000 shares.
The resolution to reduce the share capital under this item a) may be effectuated without obtaining an authorization from the Swedish Companies Registration Office or, in disputed cases, a court of general jurisdiction as the company simultaneously effectuates a bonus issues as set out under item b) below, with an amount corresponding to no less than the amount the share capital is being reduced with as set out above. Combined, these measures entail that neither the company’s restricted equity nor its share capital is reduced.
b) Increase of the share capital by way of bonus issue
With the purpose of restoring the share capital after the proposed reduction of the share capital as set out under item a) above, the board of directors proposes that the EGM simultaneously resolves to increase the share capital by way of a bonus issue with an amount corresponding to EUR 325,902, which equals slightly more than the amount the share capital is reduced with by way of retirement of shares as set out under item a) above. No new shares shall be issued in connection with the bonus issue.
Majority requirements
Resolutions by the EGM in accordance with item 10 a) - b) above shall be adopted as a joint decision. Resolutions in accordance with item 10 a) – b) above require that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the EGM approve the resolution. The board of directors further proposes that the EGM authorizes the board of directors to make such minor adjustments to the above resolutions as may be required to register the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB and to take the measures required to execute the resolutions.
11. Decision regarding amendments to the articles of association
§ 3 “Operations”
The Board of Directors proposes that § 3 “Operations” of the Company’s articles of association is given the wording set out below:
The object of the company’s operations is to acquire, manage and sell real property and chattels and to conduct other activities compatible therewith.
§ 12 “Record day”
The Board of Directors proposes that § 12 “Record day” of the Company’s articles of association is, due to the change of name of the Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479), given the wording set out below:
The company’s shares shall be registered in a CSD register (central securities depository) pursuant to the Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).
§ 7 ”The Board of Directors and auditors” paragraph 2 and § 13 ” Majority resolutions in certain cases”
The Board of Directors proposes that § 7 “The Board of Directors and auditors” paragraph 2 and § 13 “Majority resolutions in certain cases” of the company’s articles of association are deleted.
Majority requirements
Resolution in accordance with item 11 above require that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the EGM approve the resolution.
Available documents
The board of directors’ complete proposals will be made available at the offices of the Company on Kungsgatan 35 in Stockholm and on the website www.eastcapitalexplorer.com/en/egm-2017 as from Monday, 2 January 2017, at the latest. Copies will be sent to shareholders who so request and state their mailing address.
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Stockholm in December 2016
EAST CAPITAL EXPLORER AB (publ)
Board of Directors