Report from the Extraordinary General Meeting of Volati AB
The Extraordinary General Meeting (EGM) of Volati AB (publ) held today, 15 September 2016, resolved to adopt the resolutions proposed in the notice of the EGM regarding a reverse share split and the authorisation of the Board of Directors to make decisions regarding new share issues. Christina Tillman was also elected as a new member of Volati’s Board.
Resolutions related to a possible listing of Volati’s common share
The EGM resolved in accordance with the Board’s proposal to reduce the number of shares in the company through a 1:5 reverse split of the company’s shares, meaning that every five shares would be consolidated into one share. The record date for the reverse split was set as 23 September 2016; refer to the schedule for the reverse split below.
The EGM also resolved to implement various measures to enable the reverse split to be carried out, including an amendment to the limits set in the Articles of Association with respect to the number of shares in the company and a new issue of a total of three preference shares and two common shares in order to ensure that the number of shares in the company is evenly divisible by five in preparation for the reverse share split. Following the reverse share split, the number of shares in the company will decrease from 305,741,380 to 61,148,276, of which 59,544,502 will be common shares and 1,603,774 preference shares.
The EGM also resolved to distribute additional preference share dividend, totalling SEK 18 in order to ensure that the total dividend amount outstanding after the new share issue and reverse split is correct. As a result of the reverse split, the dividend on the company’s preference share will be adjusted so that the dividend per preference share for the remaining dividend dates, in accordance with the dividend declaration, will total SEK 30.00 per share, to be paid quarterly in an amount of SEK 10.00 per share on each remaining dividend date.
Schedule for reverse split
Final day of trading in shares before the reverse share split – 21 September 2016
First day of trading in shares after the reverse share split – 22 September 2016
Record date for the reverse share split – 23 September 2016
Issue authorisation for the Board
The EGM resolved to authorise the Board to make decisions regarding new issues of common shares, with the possibility to disapply the shareholders’ preferential right. The reason for disapplying the shareholders’ preferential right would be to enable payment for acquisitions of companies or operations to be made using treasury shares or to offer shares to investors in connection with the raising of capital and/or diversification of ownership. In the event that the shareholders’ preferential right is disapplied when issuing new shares, the new share issue to be conducted at a market rate set by the Board in consultation with the company’s financial advisors. Should the Board deem it appropriate in order to facilitate the delivery of shares in connection with the raising of capital and/or diversification of ownership, a new share issue may be conducted at a subscription price corresponding to the quotient value of the share.
Election of new Board member
The EGM resolved in accordance with the proposal of the company’s principal owner to elect Christina Tillman to replace Anna-Karin Eliasson Celsing as a Board member. Anna-Karin Eliasson Celsing chose to step down from the Board following her appointment as the Director of the Wall-Beijer Foundations.
Christina Tillman, born 1968, holds a degree in Business Administration from Stockholm University. She serves as Chairman of the Board of the fashion company House of Dagmar and is a Board member of Coop Sverige, Tobin Properties and Corem Property Group. Tillman’s previous roles include CEO of Odd Molly and CEO of Gudrun Sjödén Design. She is independent in relation to the company and management as well as the company’s major shareholders.
Following the election, the Board now comprises Karl Perlhagen, Patrik Wahlén, Björn Garat, Louise Nicolin and Christina Tillman.
Mårten Andersson , VD Volati AB, +46 72-735 42 84, firstname.lastname@example.org
Volati AB (publ)
Engelbrektsplan, 114 34 Stockholm, Phone: +46 8-21 68 40
Volati is a Swedish industrial group formed in 2003, comprising some 40 operating companies divided into 13 business units organised in three business areas: Trading, Consumer and Industry. Volati acquires well-managed companies and develops these with an emphasis on long-term value creation. Volati’s strategy is to build on the identity and entrepreneurial spirit of the companies, adding financial resources, expertise and processes. Volati has operations in 15 countries, with a total of about 1,300 employees and annual sales of approximately SEK 3bn. Volati’s preference share is traded on Nasdaq First North Premier and Avanza Bank is the company’s Certified Adviser. Further information is available at www.volati.se .