WELCOME TO THE EXTRAORDINARY GENERAL MEETING OF HEXPOL AB
Shareholders of HEXPOL AB are summoned to the Extraordinary General Meeting (EGM) to be held at 6 p.m. CET on Monday, 7 February 2011 at Securitas Hörsal, Lindhagensplan 70 in Stockholm
A. NOTIFICATION TO PARTICIPATE IN THE GENERAL MEETING
Shareholders who wish to participate in the EGM must:
firstly, be registered in the share register maintained by Euroclear Sweden AB no later than Tuesday, 1 February 2011, and
secondly, notify the company of their intention to attend the EGM under the address HEXPOL AB, “EGM”, Skeppsbron 3, SE-221 20 Malmö, Sweden, or by e-mail to info@hexpol.com, no later than 12 a.m. CET Tuesday, 1 February 2011.
In connection with notification, shareholders must state their name, address, telephone number (daytime), personal or corporate identity number and information concerning their shareholding. For shareholders who will be represented by proxy at the EGM, the original version of a signed and dated power of attorney must be enclosed with the notification. A form for the power of attorney is available on the company’s website, www.hexpol.com, and will be sent on request to shareholders who state their address. For those representing a legal entity, a verified copy of the registration certificate or corresponding document showing the company’s authorized signatories must also be sent.
In order to be entitled to participate in the EGM, shareholders whose shareholding is registered in the name of a trustee must temporarily re-register their shares in their own name at Euroclear Sweden AB. Shareholders who require such re-registration should notify their trustee well in advance of Tuesday, 1 February 2011, when such re-registration must have been completed
B. AGENDA AT THE EGM
Proposed agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the list of shareholders entitled to vote at the Meeting.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Approval of the Board of Directors’ resolution on a new share issue with preferential rights for the shareholders.
8. Closing of the Meeting.
Motions
Approval of the Board of Directors’ resolution on a new share issue with preferential rights for the shareholders (item 7)
The Board of Directors proposes that the General Meeting shall approve the resolution by the Board of Directors on 11 January 2011 that the Company’s share capital shall be increased through a preferential issue of new shares on the following main terms and conditions.
The Board of Directors, or whomever the Board may appoint within itself, is authorized to determine, no later than the day occurring five (5) business days prior to the record date for subscription of shares with preferential rights, the maximum amount by which the company’s share capital shall be increased, the maximum number of class A and class B shares to be issued and the subscription price to be paid for each new share.
Each holder of class A and class B shares shall have preferential rights to subscribe for new shares of the same class in relation to the number of shares previously held (primary preferential rights). Shares that are not subscribed for by primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). Record date for determination of which shareholders that are eligible for participation in the new share issue with preferential rights shall be 24 February 2011.
Subscription for shares shall be carried out during the period as from 28 February 2011 up to and including 16 March 2011, or, as for persons who have guaranteed the new share issue, up to and including 22 March 2011, or such later date as the Board of Directors may decide. Subscription for shares through exercise of subscription rights shall be made through simultaneous cash payment. Subscription without subscription rights shall be made on a separate subscription list and shares allotted on such basis shall be paid in cash at the latest three (3) banking days after a notice of allotment has been sent to the subscriber, or such later date as the Board of Directors may decide.
In the event that not all shares are subscribed for by exercise of primary or subsidiary preferential rights, the Board shall resolve on allotment of shares subscribed for without primary or subsidiary preferential rights, within the maximum amount of the new share issue, to those who have given notice of interest to subscribe for shares without subscription rights, pro rata to their notified interests if full allotment cannot take place. Any remaining shares shall be allotted to guarantors, pro rata to their guarantee undertakings.
The new 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.
C. AVAILABLE DOCUMENTS
The Board of Directors’ resolution on a new share issue as well as documents in accordance with Chapter 13, Section 6 of the Swedish Companies Act will be available at the company’s head office in Malmö and on the company’s website www.hexpol.com no later than Monday, 17 January 2011. Copies of the documents will be sent to those shareholders who have notified their desire to receive such information and who have provided their address. They will also be available at the EGM.
D. INFORMATION AT THE EGM
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the EGM regarding circumstances that may affect the assessment of an item on the agenda.
E. NUMBER OF SHARES AND VOTING RIGHTS IN THE COMPANY
The total number of shares in the company is 26,551,977, of which 1,181,250 shares are of Class A (with 10 votes per share) and 25,370,727 are shares of Class B (with 1 vote per share). The total number of voting rights in the company is 37,183,227.
Malmö in January 2011
The Board of Directors
HEXPOL AB (publ)
| This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The shares in HEXPOL AB have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Such shares may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. Copies of this press release are not being made and may not be distributed or sent into the United States. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The subscription rights and the shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) other than Sweden, this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive (or are other persons to whom a public offering of securities may lawfully be addressed under the Prospectus Directive). This press release may contain forward-looking statements. When used in this press release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and “project” are intended to identify forward-looking statements. They may involve risks and uncertainties, including product demand, market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of HEXPOL's management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by HEXPOL's management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. HEXPOL disclaims any intention or obligation to update these forward-looking statements. This press release consists of such information that HEXPOL AB (publ) may be obliged to disclose in accordance with the Swedish Securities Market Act and /or the Financial Instruments Trading Act. The information was submitted for publication on January 12, 2011, at 8:00 am CET. |
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