NOTICE OF EXTRAORDINARY GENERAL MEETING IN GOLDBLUE AB (PUBL)
The shareholders of GoldBlue AB (publ), org. no 559078-0465, are hereby convened to an extraordinary general meeting to be held on Friday 7th of June 2019 at 01:00 pm at Advokatfirma DLA Piper Sweden's office, Kungsgatan 9 in Stockholm, Sweden.
Right to attend
To have the right to attend the extraordinary general meeting, the shareholder needs to be registered in the share register maintained by Euroclear Sweden AB by Friday 31st of May 2019 and shall notify the company of its participation no later than the 3rd of June 2019. Shareholders with nominee-registered shares must, well before Friday 31st of May 2019, via their nominee, register the shares in their own name in order to be entitled to participate on the extraordinary general meeting. The notice shall be sent by email to firstname.lastname@example.org or per phone +46 (0) 8-559 252 66. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, shareholdings, address and telephone number, and, where applicable, details of representatives, proxy holders. A shareholder that wishes to be represented by a 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.
- Opening of the general meeting
- Election of the chairman of the general meeting
- Preparation and approval of the voting list
- Election of keeper of the minutes
- Election of two persons to certify the minutes
- Examination of whether the general meeting has been duly convened
- Approval of the agenda
- Resolution to amend the articles of association
- Approval of the board of directors’ decision on a rights issue of shares
- Closing of the meeting
Proposals for resolutions
Resolution to amend the Articles of Association (Item 8)
The board of directors proposes that the extraordinary general meeting resolves to change the limits for the share capital and the number of shares in the company's Articles of Association as follows:
The minimum share capital shall be 9,000,000 SEK; the maximum share capital shall be 36,000,000 SEK.
The minimum number of shares shall be 100,000,000; the maximum number of shares shall be 400,000,000. All shares are of the same type.
A valid resolution by the extraordinary general meeting requires that shareholders holding no less than two-thirds of both the votes cast and the shares represented at the extraordinary general meeting vote in favour of the proposal.
Approval of the board of directors’ decision on a rights issue of shares (item 9)
On 8th of May, 2019, the board of directors decided, subject to approval by the extraordinary general meeting, of a rights issue of a maximum of 105,380,555 shares. Otherwise, the following conditions shall apply to the decision.
The right to subscribe for the shares shall, with preferential rights, be given to the company's shareholders, whereby three (3) existing shares entitle to subscribe for five (5) shares.
The subscription price per share is SEK 0.16, which is based on the market value of the share less deductions for the usual discount to ensure the implementation of the issue.
The record date for the right to participate in the issue shall be 13th of June, 2019.
Subscription of the shares will take place during the period 17th of June, 2019 to 1st of July, 2019. Subscription of shares with the support of preferential rights (i.e. with the use of subscription rights) shall be made through simultaneous payment. Subscription without the support of preferential rights shall be made on a special subscription form and payment for subscribed and allotted shares shall be paid within three banking days from the issue of the settlement note.
The Board has the right to extend the subscription period and the time for payment.
Payment for shares subscribed shall be paid in cash. However, it is recalled that the board of directors has possibility of granting set-off according to the conditions set out in Chapter 13 section 41 of the Swedish Companies Act.
The new shares entitle to a dividend for the first time on the record date for dividends that occur immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register of Euroclear Sweden AB.
If all issued shares are subscribed, the company's share capital increases by no more than SEK 9,484,249.95.
The board of directors is authorized to make the formal adjustments that may be needed in connection with the registration of the decision with the Swedish Companies Registration Office or Euroclear Sweden AB.
The decision on the share issue according to the above presupposes that the terms of the Articles of Association regarding share limits and share capital limits are changed according to item 8 on the agenda.
Information on the number of shares and votes and on holding of own shares
The total amount of shares and votes in the company at the time of issue of this notice was 63,228,333 shares and votes. All shares have equal voting rights. The company does not hold any own shares.
Complete proposals for decisions are available at the company (address as above) and on the company's website, www.goldblue.eu, at least two weeks before the extraordinary general meeting. The documents are sent to the shareholders who request them and state their postal address or e-mail address.
Shareholders' right to request information
Shareholders are informed of their right pursuant to Chapter 7 section 32 of the Swedish Companies Act to request at the extraordinary general meeting that the board of directors and the CEO provide information on circumstances that may affect the assessment of a matter on the agenda. The duty of disclosure also applies to the company's relations with another group company. Information must be provided if this can be done without material damage to the company.
Processing of personal data
This information is a translation of “Kallelse till extra bolagsstämma i GoldBlue AB (publ)” that GoldBlue AB (publ) submitted for publication at 08:48 CET on 8th of May, 2019. In case of differences, the Swedish press release shall prevail.
Stockholm in May 2019
GoldBlue AB (publ)
Board of directors