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  • Notice convening the Extraordinary General Meeting of Avida Finans AB (publ), reg. no. 556230-9004 (the "Company")
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Notice convening the Extraordinary General Meeting of Avida Finans AB (publ), reg. no. 556230-9004 (the "Company")

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Day and time: Monday, 30 December 2024, at 10:00 CET.

Place: Avida Finans AB (publ)'s office, Magnus Ladulåsgatan 65, 118 28 Stockholm, Sweden.

NOTIFICATION ETC.

Shareholders who wish to participate in the Extraordinary General Meeting need to i) be listed as a shareholder in the share register maintained by Euroclear Sweden AB no later than on the record date which is Tuesday 17 December 2024, and ii) give notice of participation to the Company no later than on Monday 23 December 2024 in writing to: Avida Finans AB (publ) Box 38101, 100 64 Stockholm, Sweden (mark the envelope "Extraordinary General Meeting") or by e-mail to bolagsstamma@avida.se. The notification shall set forth the name/company, personal-/corporate identity number, amount of shares, address, telephone number and information about any advisors (maximum two) and proxys, as well as, if applicable, information about representatives. To facilitate entry to the meeting the notification should, where applicable, be accompanied by registration certificates, or other credentials. For the notification of the number of advisors the same dates and addresses applies.  

In order to be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee must temporarily register its shares in its own name with Euroclear Sweden AB (so-called "voting right registration"). Such voting right registration, which is temporary, must be duly effectuated with Euroclear Sweden AB no later than Thursday, 19 December 2024, which means that the shareholder must request its nominee to effectuate the voting right registration well in advance of said date.

Information for shareholders registered with Norska Verdipapirsentralen (VPS)

Shareholders that are registered with Norska Verdipapirsentralen ("VPS") that are not registered with Euroclear Sweden AB and that would like to participate in the Extraordinary General Meeting must give notice to DNB Bank ASA no later than Tuesday 17th of December 2024 at 12:00 CET. The notice needs to be sent to DNB Bank ASA, Verdipapirservice, PB 1600 Sentrum, N-0021 Oslo, Norway or by e-mail to vote@dnb.no. Shareholders who wish to re-register shares in their own name must advise their nominee well in advance before this day in order to allow the re-registration to Euroclear Sweden AB to be carried out.

Upon notification, DNB Bank ASA will temporarily register the shares with Euroclear Sweden AB in the shareholder's name. Furthermore, the shareholders registered with VPS must notify the Company according to the above in order to have the right to participate on the Extraordinary General Meeting. Shareholders registered with VPS that have only notified the Company may attend the Extraordinary General Meeting, but without voting rights.

Proxys etc.

Shareholders that are represented by proxys must issue authorization for their representative. If the authorization has been issued by a legal person, a certified copy of the certificate of registration, indicating the competence to issue the power of attorney, must be attached. The authorization as well as any registration certificate should be sent well in advance prior to the Extraordinary General Meeting to Avida at the above address. Proxy forms are available on Avida's website www.avida.se

PROPOSED AGENDA

  1. Election of chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Election of person(s) to approve the minutes.
  4. Determination of whether the meeting has been duly convened.
  5. Approval of the agenda.
  6. Resolution adopting new articles of association.
  7. Closing of the meeting.

PROPOSAL FOR RESOLUTIONS

Election of chairman of the meeting, item 1

The board of directors proposes Sebastian Sifversson as chair of the meeting.

Resolution on adopting new articles of association, item 6

The board of directors proposes that the Extraordinary General Meeting approves the board's proposal on making amendments to the share classes in the articles of association. The proposed amendments are according to the below. In connection with the introduction of the new classes of shares, the board of directors proposes that the class of shares currently existing is named class A shares, i.e. that all currently existing shares (including, as applicable, issued and subscribed, but not registered shares) shall be shares of class A.

Current wording

§ 5 The company's shares
The number of shares shall be not less than 60 000 000 and not more than 240 000 000.


§ 9 Attending a general meeting
Shareholders wishing to participate in the proceedings of the general meeting must notify the company no later than the date specified in the notice of the general meeting. The latter day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting.Shareholders may be accompanied at a general meeting by one or two assistants, but only if the shareholder has notified the company of this in the manner described above.

§ 11 The company's shares
The share capital shall be shares with equal voting rights and with the same rights to dividends. All entitled to vote may at a general meeting may vote for the full amount of shares, whereby every share carries one (1) vote. Absent shareholders right to vote may be exercised by proxy.


§ 12 The company's financial year
The company's financial year shall be
1 January-31 December.


§ 13 Record date provision
The company's shares shall be registered in a control register according to the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (Sw: lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

Proposed wording

§ 5 The company's shares
The number of shares shall be not less than 60 000 000 and not more than 240 000 000.The shares shall be issued in two classes, Class A and Class B. Class A shares shall entitle the holder to one (1) vote per share and class B shares shall entitle the holder to one-tenth (1/10) of a vote per share. The number of shares of each class may at most amount to the maximum number of shares in the company.Where the company resolves to issue new shares by way of a cash issue or a set-off issue, one old share shall entitle the holder to pre-emption rights to one new share of the same class pro rata to the number of shares previously owned by the holder (primary pre-emption rights). Shares that are not subscribed for pursuant to primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Unless shares offered in such manner are sufficient for the subscription which takes place pursuant to subsidiary pre-emption rights, the shares shall be allotted among the subscribers pro rata to the total number of shares previously owned. Where this is not possible with respect to a particular share(s), shares shall be allotted through drawing of lots.Where the company resolves to issue only one class of shares by way of a cash issue or set-off issue, all of the shareholders, irrespective of the class of share, shall hold pre-emption rights to subscribe for new shares pro rata to the number of shares previously owned.The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders’ pre-emption rights.The provisions above regarding shareholders’ pre-emption rights shall apply mutatis mutandis to an issue of warrants or an issue of convertible instruments.Upon an increase in the share capital by way of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class which are already in existence. In relation thereto, old shares of a particular class shall entitle the holder to pre-emption rights to new shares of the same class. The aforementioned shall not entail any restrictions on the possibility for the company to issue shares of a new class through a bonus issue, following any necessary amendments to the articles of association.

§ 9 Attending a general meeting
Shareholders wishing to participate in the proceedings of the general meeting must notify the company no later than the date specified in the notice of the general meeting. The latter day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting.Shareholders may be accompanied at a general meeting by one or two assistants, but only if the shareholder has notified the company of this in the manner described above.

The voting rights of absent shareholders may be exercised by proxy.

§ 11 The company's shares
The share capital shall be shares with equal voting rights and with the same rights to dividends. All entitled to vote may at a general meeting may vote for the full amount of shares, whereby every share carries one (1) vote. Absent shareholders right to vote may be exercised by proxy.

[Paragraph removed]

§ 11 The company's financial yearThe company's financial year shall be
1 January-31 December.


§ 12 Record date provision
The company's shares shall be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (Sw: lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).

§ 13 Conversion clause
Class A shares may be converted into Class B shares and Class B shares may be converted into Class A shares. A request for conversion shall me made in writing to the board of directors of the company, and state the number of shares to be converted and, if the conversion does not relate to the owner's entire holding of Class A/B shares, which of the shares the conversion relates to. The conversion shall be submitted for registration without delay and is executed when registration has taken place and been recorded in the share register. If share certificates have been issued, they shall be exchanged without delay.

GENERAL INFORMATION

Number of shares and votes
At the time of the issuance of this notice, the total number of shares and votes in the Company amounted to 80,658,696. At the time of the issuance of this notice the Company holds no own shares.

Majority requirements
In order for the resolution by the Extraordinary General Meeting in accordance with the board’s proposal under item 6 above, to be valid, the resolution must be approved by shareholders holding not less than least two thirds of the votes cast as well as the shares represented at the Extraordinary General Meeting.

Availability of documents
The board of directors' resolution and documents according to the Swedish Companies Act (SFS 2005:551) (Sw. Aktiebolagslagen) will be made available at the Company's offices no later than two weeks prior to the Extraordinary General Meeting, as well as on the Company's website www.avida.se. The documents will also be sent to shareholders who so request, by e-mail to bolagsstamma@avida.se.

Processing of personal data
For information about how the Company processes your personal data, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

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 the Company, at the Extraordinary General Meeting provide information regarding circumstances that may affect the assessment of an item on the agenda. The duty to supply information also applies to the Company's relation to other companies in the same group.

Stockholm in November 2024

Avida Finans AB (publ)

The board of directors

For further information, please contact:
Michael Grosche, Head of Communication and Investor Relations, phone: +46 70 307 29 36, email: michael.grosche@avida.se 

About Avida

Avida is a specialist in consumer and SME financing, aiming to provide a seamless customer experience, both digitally and personally.

We are on a transformative and exciting journey in Avida. September 18, 2024, we entered into an agreement to acquire the performing Swedish and Norwegian credit card business of Santander Consumer Bank AS, as well as the sales financing business that Santander Consumer Bank currently operates in partnership with Elkjøp in Norway and Elgiganten in Sweden. The acquired business will add approximately 450 000 new private customers and close to 50 new colleagues. When adding the new business, we will have approximately 210 employees with headquarters in Stockholm and offices in Oslo, Helsinki and Stavanger.

Avida is supervised by the Swedish Financial Supervisory Authority.

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