Notice of extraordinary general meeting of Cabonline Group Holding AB (publ)
Shareholders of Cabonline Group Holding AB (publ), reg. no 559002-7156 (the “Company”), are hereby invited to attend the extraordinary general meeting on Thursday, 9 January 2025 at 14:00 CET at the Company's offices at Anderstorpsvägen 22, Solna, Sweden.
Right to attend
Those who wish to attend the extraordinary general meeting must be entered as shareholders in the Company’s share register kept by Euroclear Sweden on Friday, 27 December 2024.
Shareholding in the name of a nominee
To be entitled to attend the meeting shareholders whose shares are registered in the name of a nominee must register the shares in their own name with the help of the nominee, so that the shareholder is entered in the share register kept by Euroclear Sweden on Friday, 27 December 2024. Such registration may be temporary (a "voting rights registration") and should be requested from the nominee in accordance with the nominee's procedures at such time in advance of the record date as the nominee determines. Voting rights registrations made no later than Thursday, 2 January 2025 will be taken into account in the preparation of the share register.
Proxies
Shareholders who wish to be represented at the meeting by a proxy must issue a written, signed and dated power of attorney for the proxy. A proxy form issued by a legal entity must be accompanied by a copy of the certificate of registration (or, if no certificate exists, a corresponding document of authority) for the legal entity. A proxy form is available on the Company’s website, www.cabonlinegroup.com.
Proposed agenda
- Opening of the meeting
- Election of a chair of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination of whether the meeting was duly convened
- Resolutions regarding the board of directors
- Determination of the number of board members
- Election of a new board member
- Resolution to approve the board of director’s resolution to summon written procedures in respect of the Notes
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of a chair of the meeting
It is proposed that the lawyer Fredrik Winroth is to be appointed as chair of the meeting.
Item 7 – Resolutions regarding the board of directors
Determination of the number of board members (item 7 a)
It is proposed that the board of directors shall consist of four (4) board members.
Election of a new board member (item 7 b)
It is proposed that Charlotta Söderlund shall be elected as a new board member.
The board of directors shall thus consist of the board members Peter Viinapuu (chair), Julian Ruß, Thomas Naess, and Charlotta Söderlund.
Item 8 – Resolution to approve the board of director’s resolution to summon written procedures in respect of the Notes
It is proposed to retrospectively approve the board of director’s resolution to summon written procedures to amend the terms and conditions of the Company’s existing notes with ISIN SE0017767346 (the "Existing Notes"), elevated notes with ISIN SE0020849818 (the "Elevated Notes") and new notes with ISIN SE0020849800 (the "New Notes") (collectively the “Notes”) in accordance with the draft amended terms and conditions of the Notes (the “Amended Terms and Conditions”) published on the Company’s website www.cabonlinegroup.com and to approve the Amended Terms and Conditions.
1. Amendments to the terms and conditions of the Existing Notes include inter alia:
a. Extension of the final maturity date to 19 April 2029.
b. Adjustment of the interest rate to a fixed interest rate of 7.5 % per annum.
c. Introduction of a pay-if-you-can interest provision (subject to liquidity test of SEK 200 million) provided that any deferred interest will be capitalised.
2. Amendments to the terms and conditions of the Elevated Notes include inter alia:
a. Extension of the final maturity date to 19 March 2028.
b. Adjustment of the interest rate to a fixed interest rate of 12 % per annum.
c. Adjusted call structure for voluntary early redemption of the bonds.
d. Introduction of a pay-if-you-can interest provision (subject to liquidity test of SEK 200 million) provided that any deferred interest will be capitalised.
3. Amendments to the terms and conditions of the New Notes include inter alia:
a. Extension of the final maturity date to 19 March 2028.
b. Adjusted call structure for voluntary early redemption of the bonds.
c. Adjustment of the interest rate to a fixed interest rate of 10 % per annum.
The reason why it is proposed that the extraordinary general meeting resolves to approve the board of directors’ resolution is because representatives of certain holders of the Notes are also represented at the board of directors.
MISCELLANEOUS
Shareholder's right to request information
At the general meeting, shareholders will have the right to request information about circumstances which may affect the assessment of a matter on the agenda as set forth in Chapter 7, Section 32 of the Swedish Companies Act.
Personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Cabonline Group Holding AB (publ) has its registered office in the municipality of Solna, Stockholm County.
Solna, December 2024
Cabonline Group Holding AB (publ)
The board of directors