Notice of Annual General Meeting in Bambuser AB
The shareholders of Bambuser AB (publ), reg. no. 556731-3126, ("The Company") is hereby invited to attend the Annual General Meeting on Thursday, April 4, 2019 at. 16.00 CEST at Ramberg Lawyer's office at Jakobsbergsgatan 13 in Stockholm. Registration for the meeting starts at. 15.30.
Shareholders who wish to attend the meeting shall:
be entered in the share register kept by Euroclear Sweden AB on Friday, March 29, 2019, and
register to the Company no later than Friday, March 29, 2019.
The application must be submitted in writing to the Company at the address: Bambuser AB, Västmannagatan 4, 111 24 Stockholm, or via e-mail to firstname.lastname@example.org. When registering, the name, personal or corporate identity number, number of shares, address, telephone number and number of any assistants must be stated.
Shareholders whose shares are nominee registered must, in addition to the notification of participation in the meeting, temporarily register the shares in their own name in the share register (so-called voting rights registration) in order to participate in the meeting. Such re-registration must be effected on Friday, March 29, 2019 and should be requested from the bank or the nominee well in advance of this date.
Shareholders who participate through proxies or deputies should send authorization documents (proxy and / or registration certificate) to the Company at the above address in good time before the meeting. Proxy forms are available on the Company's website, www.bambuser.com/ir.
Opening of the Meeting.
Election of Chairman of the Meeting.
Establishment and approval of voting list.
Approval of Agenda.
Choice of one or two people to adjust the minutes of the meeting.
Examination of whether the meeting has been duly convened.
Presentation of the annual report and the audit report.
Decision on the determination of the income statement and balance sheet.
Decision on discharge from liability for Board members and the CEO.
Decision on disposition of the company's results according to the established balance sheet.
Decision on the number of board members and deputy board members, as well as the number of auditors and deputy auditors.
Resolution on remuneration to the Board and auditor.
Election of the Board of Directors, Chairman of the Board and any deputy Board members.
Election of auditors and any deputy auditors.
Decision regarding nomination committee.
Decision to amend the Articles of Association.
Resolution on approval of the Board's decision on a rights issue of shares.
Decision on authorization for new issue of shares etc.
Closing of the Meeting.
Items 2, 11-15 - Board of Directors and Nomination Committee etc.
The Company's Nomination Committee for the 2019 Annual General Meeting proposes that:
Chairman of the Board Fredrik Ramberg is appointed chairman of the meeting
the number of board members shall be five (5) with one (1) deputy board member
one (1) registered auditing firm shall be the auditor
remuneration to the Chairman of the Board shall amount to SEK 150,000 and SEK 50,000 to other Board members who are not employed by the Company
fees to the auditors shall be paid according to approved invoice
re-election of board members Fredrik Ramberg, Mikael Ahlström, Alexander Macintyre and Christer Thordson and new election of Mikael Wintzell as board member and Carl Kinell as deputy board member. It is also noted that the Nomination Committee will, until the Annual General Meeting, focus on finding a suitable female candidate for the Board and may come back with proposals for such additional Board member
re-election of Fredrik Ramberg as Chairman of the Board
re-election of the auditing company MAZARS SET Revisionsbyrå AB. The auditing company has announced that authorized public accountant Michael Olsson will be the chief auditor, provided that re-election takes place, and
that the Annual General Meeting instructs the Chairman of the Board that, prior to the election of the Board of Directors at the AGM 2020, contact the Company's three (3) largest shareholders on the basis of the ownership conditions per day four months before the Annual General Meeting, which shareholders shall be entitled to appoint one member each to the Nomination Committee. The names of the members of the Nomination Committee shall be presented on the Company's website no later than three months before the Annual General Meeting in 2020.
Item 10 – Appropriation
The Board of Directors proposes that no dividend be paid and that the Company's accumulated funds of SEK 4,721,540 be transferred in new account.
Item 16 – Articles of Amendment
The Board of Directors proposes that the Meeting resolves that the limits of the Articles of Association for share capital and the number of shares be changed as follows (where bold text is an addition, and the italic text refers to deleted text):
|§ 4 – Share capital
|The share capital shall amount to at least 750 000 (500 000) and to a maximum of SEK 3 000 000 (2 000 000) kronor
|§ 5 – Number of shares
|The number of shares in the company shall amount to at least 15 000 000 (10 000 000) and to a maximum of 60 000 000 (40 000 000).
Item 17 – Rights issue
The Board of Directors proposes that the Meeting approves the Board's decision of 5 March 2019 to increase the Company's share capital by a maximum of SEK 1,138,112.30 through a new issue of a maximum of 22,762,246 shares to existing shareholders with preferential rights according to the following terms (the "Rights Issue").
The company has received subscription commitments from a number of shareholders who have undertaken to subscribe for their respective shares of the Rights Issue. In addition, the shareholders and certain other persons have undertaken to subscribe for shares in the Rights Issue (in the capacity of issuers) (if otherwise not fully subscribed). Submitted subscriptions and underwriting guarantees correspond to 100 per cent of the total issue amount.
- Record date for determining which shareholders are entitled to subscribe for shares in the Rights Issue with preferential rights on April 8, 2019.
- Anyone registered on the record day as a shareholder in the Company's share register maintained by Euroclear Sweden AB shall have preferential rights to subscribe for new shares in the Rights Issue in relation to the number of shares it previously owns. One (1) existing share gives one (1) subscription right and two (2) subscription rights entitle the holder to subscribe for three (3) new shares in the Rights Issue.
- The subscription price amounts to SEK 0.57 per share.
- In the event that not all shares have been subscribed for with the aid of subscription rights, the Board, within the framework of the Rights Issue, shall decide on the allocation of shares that have been subscribed without the support of subscription rights. Such allocation shall primarily be made to subscribers who have subscribed for shares on the basis of subscription rights, irrespective of whether they were shareholders on the record date or not, and in case of oversubscription in relation to their subscription with the support of subscription rights in the Rights Issue and, to the extent that this cannot be done , by lottery. In the second instance, allotment of the remaining shares shall be made to underwriters in accordance with the terms and conditions for the respective issue guarantee.
- Subscription of shares with the support of subscription rights shall be made through simultaneous cash payment during the period from April 10, 2019 to April 24, 2019.
- Subscription of shares without the support of subscription rights shall take place on a special subscription list during the same period as stated in paragraph 5. Payment for such subscribed shares shall be paid in cash no later than two (2) banking days after the settlement note that indicates notification of allocation is sent to the subscriber.
- Subscription of any remaining shares, when it is a question of subscription under an issue guarantee, shall be made on a special subscription list no later than three (3) banking days after the end of the subscription period. Payment for such subscribed shares shall be paid in cash no later than two (2) banking days after the settlement note indicating that the allocation has been sent to the guarantor.
- The Board of Directors shall have the right to admit that payment for subscribed shares takes place through set-off in retrospect in accordance with Chapter 13, Section 41 of the Swedish Companies Act.
- The Board shall have the right to extend the time for subscription and payment.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occur after the new shares have been registered with the Swedish Companies Registration Office and have been introduced into the share register maintained by Euroclear Sweden AB.
- The rights issue requires a change in the Articles of Association.
- The Managing Director, or who the Board appoints, shall be entitled to make the minor adjustments to the decision that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 18 – Share issue authorization
The Board of Directors proposes that the Meeting resolves on an authorization for the Board of Directors to, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next Annual General Meeting, decide on a new share issue, issue of warrants and / or convertibles in the Company.
The authorization may be used to issue a maximum of 3,793,707 shares (regarding warrants and convertibles, upon full exercise of these, and before any conversion according to its terms). The number of shares that the authorization covers corresponds to 10 percent of the number of shares in the Company after the rights issue has been completed.
Payment for subscribed shares, warrants or convertibles may be paid in cash, by set-off or by subordinated debt or on terms referred to in Chapter 2. Section 5 of the Companies Act.
The purpose of the authorization and the reasons for a possible deviation from the shareholders' preferential right is to enable further financing of the Company's operations, to finance company acquisitions or acquisitions of businesses or assets, to be able to issue the said instruments as remuneration in such acquisitions and in the company strategic collaborations, to enable emission to industrial partners and to broaden the shareholder group.
The CEO, or who the Board appoints, may make the minor adjustments in the decision required for the decision of the decision at the Swedish Companies Registration Office.
Special majority requirements
Decisions pursuant to paragraphs 16 and 18 are valid only if they are supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
The Board's complete proposals and other documents that will be available under the Swedish Companies Act will be available at the Company, at Västmannagatan 4 in Stockholm, and on the Company's website, www.bambuser.com, no later than March 14, 2019, and sent to the shareholders who in particular request it and state their postal address.
Information at the meeting
Shareholders who are present at the meeting are entitled to request information in accordance with Chapter 7. Section 32 of the Companies Act.
Processing of personal data
Stockholm March 2019
Bambuser AB (publ)
Board of Directors
Fredrik Ramberg, Chairman of the board | +46 (0) 703 620 815 | email@example.com
Maryam Ghahremani, CEO | +46 (0) 708 720 266 | firstname.lastname@example.org
or visit: bambuser.com/ir
About Bambuser AB
Bambuser is a Swedish software company that offers B2B solutions for live video. Since 2007, the Company has developed a platform for interactive live video broadcasts enabling live video streaming from mobile phones and web cams to the Internet. The breakthrough occurred in 2010, when the Company’s service was used to report the unrest in Egypt during the parliamentary elections. The following year, videos were produced via Bambuser and used in several television broadcasts throughout the world duringthe Arab Spring.
Bambuser’s live streaming technology has over the years been installed in more than 50 million devices and millions of news consumers through companies like CNN, BBC, Al Jazeera, Sky News Arabia, etc. Since 2014, Bambuser has chosen to focus on B2B, Business-to-Business, to increase the spread of the company’s products and strengthen its long-term revenue potential. Among the customers are companies as AP, Schibsted/Aftonbladet, NRK & Ilta-Sanomat.