INVITATION TO EXTRAORDINARY SHAREHOLDERS’ MEETING
The shareholders are invited to an Extraordinary Shareholders’ Meeting of Talkpool AG, based in Chur, Switzerland on Wednesday, May 24, 2017, 10:00 am, at Hotel Chur, Welschdörfli 2, 7000 Chur, Switzerland
1. Ordinary increase of share capital
Proposal by the Board of Directors:
The Board of Directors proposes to carry out an increase of the share capital in accordance with the following provisions:
1.1. Increase in the share capital, from current CHF 165,000.00, by a maximum of CHF 135,000.00, giving a total maximum of CHF 300,000.00, by issuing a maximum of 2,700,000 shares with a quota (par) value of CHF 0.05 each, at the subscription price determined by the Board of Directors
1.2. The new shares entitle the holder to dividend as from January 1, 2017
1.3. The new shares do not hold any privileged rights (Ger: Vorrechte)
1.4. The payment for the newly issued shares shall be made in cash
1.5. The new shares do not hold any entry restrictions to the shareholders‘ register
1.6. The subscription rights of the existing shareholders are withheld.
Explanation: The purpose of the share capital increase is the financing or refinancing of the acquisition of companies as well as the expansion of the shareholder group.
1.7. The Board of Directors shall carry out the share capital increase and carry out the registration in the commercial register within 3 months.
2. Miscellaneous and Voting rights
Shareholders registered in the share register and in a reconciliation register according to the Swedish Financial Accounts Act (1998:1479) on May 5, 2017 are entitled to participate in the Extraordinary Shareholders’ Meeting. Applications for registration in the share register as shareholder with voting rights must be submitted to the share register no later than May 5, 2017, 5:00 pm CEST.
Shares sold after May 5, 2017 have no voting rights at the Extraordinary Shareholders’ Meeting.
Participating shareholders shall confirm participation at the latest by May 17, 2017. The access card and the voting material will be delivered at the entrance. The share register will be closed from May 5, 2017 to May 25, 2017.
Shareholders may be represented at the General Meeting by their legal representative or as follows:
a) By another person, who does not need to be a shareholder
b) By the representative of Talkpool AG
c) Through their custodian bank as depositary agent
d) By the independent proxy according to Art. 689c OR of Swiss law. As such, lawyer Josef Gabrieli, Hinterm Bach 40, 7000 Chur, is designated.
A copy of the power of attorney, as well as the instructions to the independent proxy can be downloaded from the homepage (www.talkpool.com)
This announcement does not constitute an offer or an invitation to purchase shares. Neither is it an issuance prospectus within the meaning of Art. 652a of Swiss law, nor a listing prospectus within the meaning of the listing rules of NASDAQ First North.
The Board of Directors reserves the right to revoke this invitation to the Shareholders’ Meeting, should the purpose pursued by the intended share capital increase fall away.
Chur, May 1, 2017, The Board of Directors
This information is inside information that Talkpool AG (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 11.00 CET on May 3, 2017.