CALL FOR EXTRAORDINARY GENERAL MEETING*
(14 October 2019)
The shareholders of FundedByMe Crowdfunding Sweden AB (publ), org. no. 556871-1823, ("The Company") is hereby called to the Extraordinary General Meeting, for amendment of the Articles of Association, strategic decision on launch of new product, decision on rights issue, approval of directed issue to the Chairman of the Board and decision to increase the Board's authorization to issue shares.
Time and place
At the Company's office, address Birger Jarlsgatan 41A, 111 45 Stockholm, Thursday, 14 November, 2019 at 16:00 CET. Registration for the meeting starts at 15:30 CET.
Registration
Shareholders who wish to attend the meeting must be included in the share register kept by Euroclear Sweden AB on the record date, which is Friday, 8th November, 2019.Shareholders wishing to participate in the meeting must, no later than Friday, 8th November, 2019, notify their participation and any representative or assistant to the Company.
The application is made in writing to FundedByMe Crowdfunding Sweden Aktiebolag (publ), Att: FundedByMe, c / o Laika Consulting AB, Birger Jarlsgatan 41A, 111 45 Stockholm or via e-mail to bolagsstamma@fundedbyme.com
When registering, a full name, personal or corporate identity number, address, daytime telephone number, and, if applicable, information about deputies, representatives and assistants must be stated. The number of assistants must not exceed two. In order to facilitate the admission to the GM, the notification, if applicable, should be accompanied by proxies, registration certificates and other authorization documents.
Manager-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend and vote for their shares at the meeting, request that they be temporarily included in the share register kept by Euroclear Sweden AB. The shareholder must notify the nominee in good time before the record date, when such introduction must be executed.
Agent
Shareholders represented by proxy shall issue a written and dated power of attorney for the representative in writing by the shareholder. If the power of attorney is issued by a legal person, a copy of the certificate of registration must be attached or, if such document does not exist, the corresponding authorization document. The power of attorney in original shall also be presented at the meeting. Proxy forms in Swedish and English can be downloaded from the Company's website: https://fundedbyme.com/company
Proposed agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Election of at least one adjuster.
5. Approval of the agenda.
6. Determination of whether the meeting has been duly convened.
7. Amendment of the Articles of Association regarding paragraph 4.
8. Amendment of the Articles of Association regarding paragraph 5.
9. Strategic decision to launch new product “crowdfunding for listed companies”.
10. Decision on preferential rights issue with the right to prescribe without
preference.
11. Decision to approve the Board's decision on a new share issue to the Chairman
of the Board.
12. Decision on increased authorization regarding the Board's right to issue
shares, including warrants and convertibles until the time of the next AGM.
13. Closing of the Meeting.
The Board's proposal under item 2 -
Election of Chairman of the Meeting.
The Board proposes Daniel Daboczy as Chairman of the Meeting.
The Board's proposal under item 7 -
Amendment of Articles of Association regarding paragraph 4.
The Board of Directors proposes that the Share Capital of the Company shall amount to a minimum of SEK 916,666.65 and a maximum of SEK 3,300,000.00.
Existing Articles of Association stipulate that the share capital should be at least SEK 500,000 and at most SEK 1,800,000.
For a valid decision, the shareholders' meeting requires a majority vote cast in favor by at least two-thirds of the votes cast as well as the shares represented at the extraordinary general meeting.
The Board's proposal under item 8 -
Amendment of Articles of Association regarding paragraph 5.
The Board of Directors proposes that the number of Shares shall amount to a minimum of 6,111,111 and a maximum of 22,000,000. The Shares may be issued in two series; series A and series B. The number of shares of series A may amount to a maximum of 8,800,000 and the number of shares of series B may amount to a maximum of 13,200,000.
Existing Articles of Association stipulate that the number of shares in the company must be a minimum of 4 166 667 and a maximum of 15,000,000. The shares can be issued in two series; series A and series B. The number of shares of series A may amount to a maximum of 6,000,000 shares and the number of shares of series B may amount to a maximum of 9,000,000 shares.
For a valid decision, the shareholders' meeting requires a majority vote cast in favor by at least two-thirds of the votes cast as well as the shares represented at the extraordinary general meeting.
The Board's proposal under item 9 -
Strategic decision to launch new product “crowdfunding for listed companies”.
Following the consolidation with Laika and with the experience the company has after its own listing, the company has long explored the possibility of launching a new product called “Crowdfunding for listed companies”. This new product is only aimed at listed companies that need to be exposed to new target groups and get new tools for raising capital and / or marketing. The new product should only be offered to customer companies in collaboration with fund commissioners. A complete proposal for a decision is presented by or before October 24, 2019.
The Board of Directors proposes that the shareholders at the AGM support this strategically important decision, which is deemed to be very relevant to the company's future strategic positioning and complement the Group's offerings and thus open up a whole new target group.
The Board's proposal under item 10 -
Decision on Rights Issue with the right to subscribe without preference.
Based on decision in paragraph 9, the Board of Directors proposes that the company use the new product “crowdfunding for listed companies” and thus the Board of Directors proposes that the Meeting decides to carry out a preferential rights issue with the right to subscribe without preference under the following conditions. Two (2) shares held at the record date on November 22, 2019 give the right to subscribe for 1 new share.
The Board's proposal for a new share issue, when fully subscribed for, carries a maximum of 4,482,466 Series B shares, corresponding to an increase in the share capital by a maximum of SEK 655,714.50. The number of shares in the Company, after the issue, amounts to a maximum of 13,477,399 and the share capital amounts to a maximum of SEK 1,967 143.64.
The subscription period will run from November 27 - December 11, 2019 and the new shares will be entitled to dividends on the record date that comes closest after the new shares have been registered. A complete proposal for a decision is due by October 24, 2019.
This decision is conditional on amendment of the Articles of Association in accordance with paragraphs 7 and 8 of this meeting.
The Board's proposal under item 11 -
Decision to approve the Board's decision on a new share issue to the Chairman of the Board.
On September 3, 2019, the Board of Directors decided to carry out a new share issue subject to the approval of the extra shareholders’ meeting, for a maximum of 198 412 A-shares at a subscription price of SEK 2.52 per A-share, corresponding to the market share price on the subscription date. This decision means that the Company will receive a maximum of approx. SEK 0.5 million before issue costs and that the Share Capital increases by a maximum of SEK 29,024.57. The subscription period is August 27, 2019, and the new shares are entitled to dividend on the record date, which falls closest after the new shares are registered.
Subscribers to the new issue are Chairman of the Board Johan Jörgensen. The purpose of the private placement is to strengthen the Company's cash for the autumn following the completed change work through consolidation with Laika Consulting.
The Board welcomes the Board Chairman's interest in investing in the Company and proposes that the Meeting approves the private placement.
For a valid decision, the shareholders' meeting requires a majority vote cast in favor by at least nine-tenth of the votes cast as well as the shares represented at the extraordinary general meeting.
The Board's proposal under item 12 -
Resolution on increased authorization regarding the Board's right to issue shares, including warrants and convertibles until the time of the next AGM.
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, on one or more occasions during the period leading up to the next Annual General Meeting, to decide on a new share issue, issue of warrants or take up convertible loans. The authorization shall be limited to a maximum of 6,000,000 shares until the next AGM. Previous authorization was limited to 4,000,000 shares until the next AGM and the increased authorization represents an additional 2,000,000 shares.
The Board of Directors shall be able to decide on the issue of shares, warrants and / or convertibles with deviations from the shareholders' preferential rights and / or with a provision on compensation, set-off or with conditions in accordance with Chapter 2, section 5, second paragraphs 1-3 and 5 of the Companies Act. Issuance in accordance with this authorization shall be made on market terms.
The Board of Directors shall have the right to determine the terms and conditions for issues in accordance with this authorization and who shall be entitled to subscribe for the shares, warrants and / or convertibles. The reason for the Board of Directors to be able to decide on issues with deviations from the shareholders' preferential rights and / or with a provision on the issue and set-off issue or otherwise with conditions as above is that the company must be able to issue shares, warrants and / or convertibles in connection with the acquisition of companies. or operations, and be able to carry out targeted issues in order to raise capital for the company.
The CEO is proposed to be authorized to make minor adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office.
Documents and information
The Board of Directors' complete proposal for resolutions according to the above and related documents pursuant to the Swedish Companies Act (2005: 551), including the auditor's opinion, will be available at the Company's office, address as above, and at the Company's website, https://www.fundedbyme.com, most recently three weeks before the meeting. Copies of the said documents will also be sent to the shareholders who so request and thereby state their address and will also be available at the meeting.
According to the Swedish Companies Act (2005: 551), the Board of Directors and the Managing Director shall, at the request of shareholders, provided that the Board considers that this can be done without material damage to the Company, provide information on all matters that may affect the assessment of a matter on the agenda at the Meeting. .
For information on how your personal data is processed, please refer to the privacy policy that is available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Integritetpolicy-bolagsstamor-svensk.pdf
___________________
Stockholm, October 2019
Board of FundedByMe Crowdfunding Sweden AB (publ)
For further information, please contact:
FundedByMe Crowdfunding Sweden AB
Daniel Daboczy, CEO
Mobile: +46 (0) 73 6269985
Email: daniel@fundedbyme.com
* English translation for convenience only
About FundedByMe
FundedByMe is a tech company, focusing on the financial markets. Today the company offers a digital and global platform for financial support for startups and growth companies around the globe. Customers sign up online where they are able to book their investment interest in different companies. The company consists of FundedByMe.com, Feminvest and Laika Consulting, as well as 6 joint ventures in Finland, Malaysia, Singapore, Poland, The Netherlands, and Dubai/UAE. Together the group reaches over 269,000 registered investment members globally. For more information visit www.fundedbyme.com
