Brighter calls for an Extraordinary General Meeting.
The Board of Directors of Brighter AB (publ) has decided to convene an Extraordinary General Meeting of the Company on Monday, November 11, 2019. Further details regarding the proposal for the meeting can be found in the notice presented in full below.
The notice will be published in Post- och Inrikes Tidningar and on the company's website within the next few days.
NOTICE OF EXTRA ANNUAL GENERAL MEETING IN BRIGHTER AB (PUBL)
Brighter AB (publ) will hold an Extraordinary General Meeting on Monday, November 11, 2019 at 10.00 am at the Company's headquarters: Norgegatan 2, Kista, Sweden. Registration takes place from 09.30.
RIGHT TO SHARE AND NOTIFY THE COMPANY
Anyone wishing to attend the meeting shall:
- be included as shareholders in the share register kept by Euroclear Sweden AB on Tuesday, November 5, 2019
- announce their intention to participate no later than Tuesday, November 5, 2019
Notification of participation must be made by e-mail to ir@brighter.se or in writing to the Company at Brighter AB (publ), Norgegatan 2, 164 32 Kista, Sweden. When registering, please state your name or company, social security number or organization number, address and a telephone number where you can be reached by day. The notification procedure applies as described above for assistants to shareholders too.
TRUSTEE MANAGED SHARES
If a trustee manages shares on someone else's behalf, in order to be entitled to attend the meeting, the trustee must register the shares in his own name in order to be is recorded in the share register kept by Euroclear Sweden AB on Tuesday, November 5, 2019. Such registration may be temporary.
AGENCY AND PROXY FORMS
Anyone who is not personally present at the meeting may exercise their right at the meeting by proxy with a written, signed and dated power of attorney. A proxy form is available on the Company's website, www.brighter.se. The proxy form can also be obtained from the Company at the above address. If a power of attorney has been issued by a legal person, a copy of the registration certificate or the corresponding authorization document for the legal person must be attached. The power of attorney may not be older than one year, unless the term of validity is stated in the power of attorney, but not more than five years. In order to facilitate admission to the meeting, proxies, registration certificates and other authorization documents should be provided to the Company well in advance of the meeting.
DRAFT AGENDA
- Opening of the Meeting
- Election of Chairman of the Meeting
- Establishment and approval of voting period
- Approval of agenda
- Selection of one or two adjusters
- Examination of whether the meeting has been duly convened
- Resolution to issue new shares
- Closing of the Meeting
RESOLUTIONS
Resolution on new share issue (Item 7)
The Board of Directors proposes that the Meeting resolves in accordance with essentially the following.
- The Company's share capital shall be increased by a maximum of SEK 131,471.50 through a new share issue of a maximum of 2,629,430 shares.
- The rights issue shall be made with deviation from the shareholders' preferential right. Eligible subscribers are those who would have been the holder of warrants in Program 2016/19 Series I and II, resolved by the Annual General Meeting on May 17, 2016, if the warrants had been registered with the Swedish Companies Registration Office.
- Subscription of shares shall take place from November 11, 2019 through November 18, 2019. Subscription shall be made by subscription list. The Board shall have the right to decide on the extension of the subscription period.
- The subscription price shall be SEK 7.30 per share.
- Payment for subscribed shares shall be paid in cash no later than November 25, 2019. The Board of Directors shall be entitled to decide on an extension of the payment period.
- The allocation of shares shall be made to the subscribers pro rata in relation to the number of warrants which they would have held in program 2016/19 series I and program 2016/19 series II, if the warrants had been registered with the Swedish Companies Registration Office.
- The new shares shall entail the right to a dividend for the first time on the record date for a dividend that falls closest after the shares have been included in the share register kept by Euroclear Sweden AB.
As a reason for deviation from the shareholders' preferential rights, the Board may state the following.
The Board of Directors proposes that the Meeting decides on a new share issue to those who would have been the holder of warrants in Program 2016/19 Series I (then Board members) and Program 2016/19 Series II (then Staff and Key Persons), resolved by the Annual General Meeting on May 17, 2016. The resolved warrants in Program 2016/19 Series I and Program 2016/19 Series II were inadvertently never registered with the Swedish Companies Registration Office. In order to compensate those who would have held the warrants for their absent opportunity to subscribe for shares in the Company, these persons are given the right to subscribe for shares within the framework of the new share issue.
The subscription price corresponds to the recalculated strike price (strike price) according to the terms of the warrants in Program 2016/19 Series I and Program 2016/19 Series II. The subscription price is based on the new issue being compensation for the subscribers not receiving the warrants they had been granted and had paid for in the said program, and that the subscribers have paid the market value for the relevant warrants.
SPECIFIC MAJORITY REQUIREMENTS
For a valid decision in accordance with paragraph 7, the proposal shall be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Meeting.
ACTIONS
Full proposals and other documents pursuant to the Swedish Companies Act will be available from the Company and on the Company's website www.brighter.se no later than two weeks before the meeting and will be sent immediately and free of charge to the recipient who requests them and provides a postal address. The documents will also be available at the meeting.
INFORMATION ON THE GENERAL SHAREHOLDERS
The shareholders are reminded of their right to request information from the Board of Directors and the CEO in accordance with Chapter 7. Section 32 of the Companies Act.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
__________
Stockholm, October 2019
Brighter AB (publ)
Board of Directors
For further information, please contact:
Henrik Norström, CEO
Phone: +46 733 40 30 45
Email: henrik.norstrom@brighter.se
Ann Zetterberg, CFO
Phone: +46 708 37 21 23
E-mail: ann.zetterberg@brighter.se
About Brighter AB (publ).
Brighter is a health-tech company from Sweden with a vision of a world where managing chronic diseases is no longer a struggle. We believe a data-centric approach is key to provide smarter care for chronic conditions. Our daily-care solutions facilitate the flow of real-life treatment data between chronic-disease patients, their loved ones and their care providers – improving quality of life, easing the burden on healthcare systems, and opening new opportunities for data-driven research. Brighter is certified under ISO 13485. In 2019 the company won the Swecare Rising Stars Award. https://brighter.se/
The Company's shares are listed on Nasdaq First North Growth Market/BRIG. Brighter’s Certified Adviser is Eminova Fondkommission AB, +46 (0)8 – 684 211 00, info@eminova.se, www.eminova.se.