Notice of Extra General Meeting in FlexQube AB (publ)
Press release 28 November 2018, 21:00
The shareholders of FlexQube AB (publ), reg. no. 556905-3944, (the "Company"), are hereby convened to an extra general meeting to be held on Friday 14 December 2018, at 13.30 at Elite Park Avenue Hotel, Kungsportsavenyen 36 in Gothenburg. The doors to the meeting will open at 13.15.
Right to attend the Extra General Meeting and notice:
Shareholders wishing to attend the Extra General Meeting must on the record date, which is Saturday 8 December 2018, be registered in the share register maintained by Euroclear Sweden AB (since the record day occurs on a Saturday a shareholder must be registered in the share register maintained by Euroclear no later than Friday 7 December 2018). Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Friday 7 December 2018, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting.
Shareholders are also kindly asked to notify the participation at the general meeting no later than Monday 10 December 2018. Notice of participation at the general meeting shall be sent by regular mail to Extra General Meeting, FlexQube AB (publ), Kungsgatan 28, Attn: Mats Tingstrand, 411 19 Gothenburg or by e-mail to mats.tingstrand@flexqube.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to the address stated above, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on 10 December 2018. A form proxy will be available for downloading on the Company´s website www.flexqube.com.
Proposed agenda
- Opening of the meeting and election of the chairman of the general meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one person to certify the minutes
- Determination of whether the general meeting has been duly convened
- Resolution regarding approval of the board of directors' resolution to issue new shares with deviation from the shareholders' preferential rights
- Closing of the meeting
Proposals for resolutions:
Item 6: Resolution regarding approval of the board of directors' resolution to issue new shares with deviation from the shareholders' preferential rights
The board of directors proposes that the shareholders approve the board of directors' resolution to issue a maximum of 1,100,000 shares, with deviation from the shareholders' preferential rights, in accordance with the following:
The total increase of the Company's share capital can amount to a maximum of SEK 110,000.00.
The subscription price for the new shares shall be SEK 57 per share, which is based on the price determined in an accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ), in total SEK 62,700,000 if all shares are subscribed for.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to Carnegie Investment Bank AB (publ) for the benefit of the shareholders who have lent shares in connection with the accelerated book-building procedure or for the benefit of the investors who have notified their interest in the book-building procedure.
Subscription shall be made at a subscription list no later than on 17 December 2018. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 20 December 2018. The board of directors is entitled to extend the last day for payment.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The reason for the new share issue of shares, with deviation from the shareholders' preferential rights, is to diversify the shareholder base among institutional investors and at the same time raise capital at attractive terms in order to enable a higher tempo in investments and development of ongoing projects. The share issue further aims to provide the board of directors with flexibility in the work to finance and enable an accelerated development of the Company's operations. The Board of Directors' assessment is that the subscription price in the new share issue is in accordance with market conditions, since it has been determined through an accelerated book-building procedure and entails a low discount.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Majority requirements
A resolution in accordance with item 6 is valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 6,333,333 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Complete proposals, proxy forms and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Kungsgatan 28 in Gothenburg at least two (2) weeks in advance of the extra general meeting and will be sent to shareholders, free of charge, who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
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Gothenburg in November 2018
FlexQube AB (publ)
The board of directors