NOTICE OF EXTRAORDINARY GENERAL MEETING IN SEAMLESS DISTRIBUTION AB (publ)
The shareholders of Seamless Distribution AB (publ) (”Seamless” or the ”Company”) are hereby summoned to the extraordinary general meeting (the “Meeting”) to be held on Friday 24 November 2017 at 10.00 CET at the Company’s premises, address S.t Eriksgatan 121, 113 43 Stockholm, Sweden.
Right to participate at the Meeting
To be entitled to participate at the Meeting, shareholders shall
- be recorded in the register of shareholders maintained by Euroclear Sweden AB (the Central Securities Deposit) on Friday 17 November 2017, and
- notify the Company of their intention to attend the Meeting no later than at 12.00 CET on Monday 20 November 2017. The notification must be sent in writing to Seamless Distribution AB (publ), S:t Eriksgatan 121, 113 43 Stockholm, via e-mail to info@seamless.se or per facsimile to +468‑564 878 23.
When notifying the Company of its intention to attend the Meeting, shareholders shall provide their name, social security number/company registration number, shareholding, address, daytime telephone number and, where applicable, information regarding advisors (a maximum of two allowed).
Proxies
Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, however maximum five years from issuance. If such authorisation is issued by a legal entity, a certified copy of a certificate of registration or similar must be attached. The original power of attorney and certificate of registration, where applicable, should be sent to the Company well in advance of the Meeting to the address stated above. A proxy form is available on the Company’s website www.seamless.se or is sent to shareholders who so request.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on 17 November 2017. Shareholders are requested to inform their nominees in good time prior to this date.
Number of shares and votes
Per the date of this notice there are in aggregate 58,765,305 issued shares and votes in the Company.
Proposed Agenda
- Opening of the Meeting
- Election of the chairman of the Meeting
- Drawing-up and approval of the voting list
- Approval of the agenda
- Election of at least one person to approve the minutes
- Resolution on whether the Meeting has been duly convened
- Election of new member of the Board of Directors and chairman
- New strategic focus
(a) Resolution on change of the Company’s trade name and the Articles of Association
(b) Resolution regarding equity issue with preferential rights to existing shareholders - Closing of the Meeting
Election of new member of the Board of Directors and chairman (item 7)
The nomination committee proposes that Tomas Jalling is newly-elected as member of the Board of directors and he is also proposed as chairman of the Board of Directors.
Tomas Jalling
Tomas Jalling was employed by the Company as Head of Legal in December 2012, and has been the Company's CEO since July 2017. In connection with the EGM, Tomas Jalling will leave the position as CEO of the Company. He completed his law degree at Stockholm University in 1993 and has since then been working as a legal counsel in the private and public sectors. Previous employers include the Swedish Data Protection Authority, Dun & Bradstreet, the Swedish International Development Cooperation Agency, VINNOVA and Intrum Justitia. Tomas Jalling has also provided legal consulting services through Jalling Advisory AB.
THE BOARD OF DIRECTORS’ PROPOSALS
New strategic focus (item 8)
An investment in the Company over the past three years has delivered a significant decline in value. The proposal for a new B2B strategy as outlined below, has been influenced by fundamental realities that the B2C offering SEQR is not only competing against global behemoths and well-funded privately owned wallet providers, but also that traction thus far has failed to meet earlier expectations, despite SEQR having developed a world-class offering.
The thorough analysis made by Management and the Board shows that the Company’s overall objective, to deliver shareholders’ value through sustainable growth and profits, can only be met by eliminating the highly cash consuming B2C offering SEQR and focusing on B2B offerings. By such shift in strategic focus, the Company would be able to both bring forward its move into profits, and to focus on the activities where its competitive advantage is most obvious and sustainable.
Within a new B2B strategy, short and mid-term focus would be on MeaWallet and eProducts:
- MeaWallet has proven traction and is experiencing an accelerating pipeline, and is forecast to move into a clear profit making position during 2018.
- eProducts, currently the company’s largest revenue generating activity, has been restructured and refocused after a sustained period of losses. Under new leadership, and with a refreshed product portfolio, we see a rapid move into profit, and sustained high return on invested capital going forward.
To fund the new strategy, the growth of B2B and exit costs of B2C, the Board propose the launch of a rights issue, to be completed before year-end 2017, with the goal to raise approximately SEK 100 million. Following a rights issue, the Company would improve an already strong balance sheet, and be in possession of substantial realisable financial assets. These funds would enable the company to move more quickly into profit, and to a position of sustainable positive cashflow generation. Capital raised from a rights issue would be primarily directed to funding expanded production and sales capacity in MeaWallet, but also on profitable expansions of eProducts.
The Board proposes that a new strategic focus should be further enhanced and emphasised by a change of the name of the Company.
Pursuant to the above, the Board of Directors proposes the following.
Resolution on change of the Company’s trade name and the Articles of Association (item 8(a))
The Board of Directors proposes that the Meeting resolves on a change of the Company’s trade name from Seamless Distribution AB to Invuo Technologies AB by changing the Articles of Association § 1. The Company is a public limited liability company (publ).
Resolution regarding equity issue with preferential rights to existing shareholders (item 8(b))
The Board of Directors proposes that the Meeting approves the resolution the Board of Directors of 25 October 2017, to increase the share capital by an equity issue with preferential rights to existing shareholders made on the terms set out below (the “Rights Issue”). The objective of the Rights Issue is to fund the growth of B2B and exit costs of B2C. The Rights Issue is expected to result in proceeds amounting to approximately SEK 100 million, prior to costs for the issue.
The Board of Directors, or whom the Board of Directors appoint within itself, shall be authorised to, no later than five weekdays prior to the record date, decide on the amount that the Company’s share capital shall be increased with, the maximum number of shares that shall be issued in the Rights Issue, the number of existing shares that shall entitle to subscription for a certain number of new shares and the subscription price that shall be paid for each new share.
Each holder of shares shall have preferential right to subscribe for new shares in proportion to the number of old shares held by such holder (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered for subscription to all shareholders in the Company (subsidiary preferential rights). If the number of shares so offered is less than the number subscribed for with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of shares already held, or, to the extent that this is not possible, by lot. In connection with a transfer of a subscription right (primary preferential rights), the subsidiary preferential rights is also transferred to the new holder of the subscription right.
Regarding shares that have not been subscribed for by virtue of primary or subsidiary preferential rights, the allocation shall be made to the other subscribers. Upon over-subscription of the rights issue by other subscribers, the allocation shall be made in relation to the number of subscribed shares, or, to the extent that this is not possible, by lot.
The record date for determining the right to receive subscription rights shall be 28 November 2017. Subscription for new shares by virtue of subscription rights shall be made by way of cash payment during the period from 30 November 2017 up to and including 14 December 2017. Application for subscription of shares not based on subscription rights shall be made through subscription on an application form during the same subscription period. Payment for shares which have not been subscribed for based on subscription rights shall be made in cash not later than three (3) business days following the date of the dispatch of a contract note specifying allocation of shares. The Board of Directors shall be entitled to prolong the subscription period as well as the time of payment.
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Rights Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
The Board of Directors, or the person that the Board of Directors will appoint, shall be authorised to make minor adjustments to the Meeting’s resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.
Complete resolutions and reports pursuant to the Swedish Companies Act (2000:551) will be made available at the latest on 3 November 2017, on the Company’s corporate website, www.seamless.se, at the Company’s premises at S:t Eriksgatan 121 in Stockholm and will be sent to those shareholders who so request and state their postal address or email address.
The documentation can be ordered by telephone at +468-564 87823 or in writing at the address Seamless Distribution AB (publ), S:t Eriksgatan 121, 113 43 Stockholm.
Stockholm in October 2017
Seamless Distribution AB (publ)
The Board of Directors
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