English

Notice of Extraordinary General Meeting in Gunnebo AB (publ)

Report this content

The shareholders of Gunnebo AB (publ), corporate ID No. 556438-2629, are hereby invited to attend the extraordinary general meeting (the ”EGM”) to be held on Monday, 26 August 2019 at 10.00 a.m. CEST, at Västsvenska Handelskammaren, Parkgatan 49 in Gothenburg, Sweden. Registration of attendance commences at 09.30 a.m. CEST.

Right to attend

A shareholder who wish to attend the EGM must:

  •  be recorded in the share register for the company maintained by Euroclear Sweden AB, as of Tuesday, 20 August 2019, and
  •  notify the company of its intention to attend the EGM by Tuesday, 20 August 2019 at the latest, preferably before 4.00 p.m. CET.

In order to participate in the EGM, shareholders with nominee-registered shares must have the shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be executed by Tuesday, 20 August 2019. Shareholders are therefore requested to notify their bank or broker in due time before the said date.

Notice of attendance
Notice of attendance at the EGM shall be made through the website www.gunnebogroup.com, in writing to Gunnebo AB (publ), ”Extra bolagsstämma”, Box 5181, 402 26 Gothenburg, Sweden or by telephone +46 10 2095 020. The notice of attendance shall state name, personal or corporate identity number, address, telephone number (daytime) and name of proxy and/or advisor, if any. Shareholders represented by proxy shall issue a written and dated power of attorney. A power of attorney is valid one year from the date of issue or such longer period stated in the power of attorney, however not more than five years. A form of power of attorney is available at the company and on the company’s website, www.gunnebogroup.com and can also be sent to the shareholder upon request. Representatives of a legal entity shall present a copy of the certificate of registration or similar document of authorisation, showing the signatory power. Shareholders represented by proxy shall submit the original power of attorney and the certificate of registration, if any, to the company by mail to the above stated address before the EGM.

Proposal for agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of persons to approve the minutes
  6. Determination of compliance with the rules of convocation
  7. Approval of the resolution by the Board of Directors on an issue of new ordinary shares
  8. Closing of the meeting

Approval of the resolution by the Board of Directors on an issue of new ordinary shares (item 7)
The Board of Directors proposes that the general meeting approves the resolution by the Board of Directors on 31 July 2019 on an issue of new ordinary shares in accordance with the following main conditions:

  1. The Board of Directors, or whoever the Board of Directors may appoint among its members, is authorised to resolve, on 21 August 2019 at the latest, on the maximum amount by which the share capital shall be increased, the maximum number of new ordinary shares to be issued, the number of existing ordinary shares that shall entitle to subscription for a certain number of new ordinary shares and the subscription price per ordinary share.
  2. The company’s shareholders shall have pre-emptive right to subscribe for the new ordinary shares in proportion to the ordinary shares previously owned. Shares of series C held by the company do not carry any pre-emptive right pursuant to Chapter 13, Section 1 of the Swedish Companies Act.
  3. The record date for entitlement to participate in the rights issue with pre-emptive right shall be 28 August 2019.
  4. If not all of the ordinary shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of ordinary shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have subscribed for ordinary shares by the exercise of subscription rights and, in addition, have applied for subscription without subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not and, in case of oversubscription, pro rata in relation to the number of subscription rights each one has exercised for subscription of ordinary shares. Secondly, allotment shall be made to others who have applied for subscription without subscription rights and, in case of oversubscription, pro rata in relation to the number of ordinary shares stated in each subscription application. Thirdly, allotment shall be made to Stena Adactum AB and Vätterledens Invest Aktiebolag in their capacities as underwriters up to their respective underwriting amount, and in case such underwriters do not receive full allotment, the ordinary shares shall be allotted pro rata in relation to the respective underwriting amount. To the extent allotment in the case of oversubscription or to underwriters cannot be made pro rata in accordance with the above, allotment shall be made by drawing of lots.
  5. Subscription for new ordinary shares shall be made during the period as from 2 September 2019 up to and including 17 September 2019. The Board of Directors shall be entitled to extend the period for subscription.
  6. Subscription for new ordinary shares by exercise of subscription rights shall be made by simultaneous cash payment. Subscription for new ordinary shares without subscription rights shall be made on a separate subscription list where allotted ordinary shares shall be paid in cash no later than three (3) banking days from dispatch of the contract note to the subscriber setting forth the allotment of shares. The Board of Directors shall be entitled to extend the period for payment.
  7. The new ordinary shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.

Available documents
The Board of Directors’ resolution under item 7 above together with the documents prepared in accordance with Chapter 13, Section 6, of the Swedish Companies Act will be available at the company and on the company’s website, www.gunnebogroup.com, as from Monday, 5 August 2019 at the latest, and will be sent upon request to shareholders who provide their address. Copies will also be available at the EGM.

Information at the EGM
At the EGM, the Board and the CEO shall if any shareholder so requests and the Board believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda or the company’s relation to other companies within the group.

Number of shares and votes in the company
The total number of shares in the company amounts to 77,050,848, whereof 76,448,581 ordinary shares and 602,267 shares of series C. The total number of votes in the company amounts to 76,508,807.7. The company holds all shares of series C.

Processing of personal data
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

Gothenburg in July 2019

Gunnebo AB (publ)
The Board of Directors