Notice to attend Extraordinary General Meeting in MQ Holding AB

The shareholders of MQ Holding AB, company reg. no. 556697-2211, are hereby invited to an Extraordinary General Meeting to be held on Monday 20 April 2020 at 2.00 p.m. at the company’s premises on Sankt Eriksgatan 5, Gothenburg, Sweden. Entry starts at 1.30 p.m.

Notice etc.

Right to attend the general meeting is given to those who are entered as shareholders in the share register maintained by Euroclear Sweden AB on Tuesday 14 April 2020 and have given notice of their participation in the general meeting no later than Tuesday 14 April 2020, preferably before 4.00 p.m. A printed version of the complete share register will be kept available at the general meeting.

Notice to attend the general meeting can be made by email to: stamma@mq.se, by post to: MQ Holding AB, P.O. Box 119 19, 404 39 Gothenburg or by telephone: +46 (0) 31 388 80 00. Shareholders shall in their notice to attend state their name/company name, personal identification/company registration number, address and phone number and advisors, if applicable. A shareholder cannot bring more than two advisors. Registration form is available at www.mq.se, along with a proxy form for shareholders attending by proxy. Shareholders cannot vote or in any other way attend the general meeting by remote access.

Shareholders participating through a proxy or a representative should, in order to facilitate the entering at the general meeting, submit their proxy, certificates of registration or other documents of authorisation to the company not later than on Tuesday 14 April 2020. Please note that any proxy must be dated and submitted in original. A template proxy form is available for download on the company’s website at www.mq.se.

Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the general meeting. Such re-registration shall be completed with Euroclear Sweden AB on Tuesday 14 April 2020. The nominee responsible for such re-registration must be informed well before that day. Such registration can be temporary.

There are a total of 10,546,952 shares and votes in the company. The company holds no own shares.

Proposed agenda

  1. Election of chairman at the general meeting.
  2. Preparation and approval of the voting register.
  3. Approval of the agenda at the general meeting.
  4. Election of one or two persons to approve the minutes.
  5. Examination of whether the general meeting has been duly convened.
  6. Resolution on the Board’s proposal on amending the Articles of Association.
  7. Resolution on approval of the Board’s resolution on a new issuance of shares subject to approval from the general meeting.
  8. Closing of the general meeting.

Proposed resolutions

Item 6 – Resolution on the Board’s proposal on amending the Articles of Association

In order to enable the Board’s resolution on a new issuance of shares with preferential rights for the company’s shareholders, subject to approval from the general meeting in accordance with item 7 on the agenda, the Board proposes that the limits on share capital and number of shares in the Articles of Association are amended in accordance with the below proposal. Further, the Board proposes that the general meeting resolves on amendments in the Articles of Association in order to adapt the Articles of Association to legislative amendments, which have entered into force or can be expected to enter into force during the year.

In conclusion, the Board therefore proposes that the general meeting resolves to adopt the following two proposals for new Articles of Association, Alternative A and Alternative B, and to authorise the Board to register the companys new Articles of Association in accordance with Alternative A or Alternative B, depending on the number of shares to be registered after the rights issue.

ALTERNATIVE A

§ 1

Current wording

The name of the company is MQ Holding AB. The company is a public company (publ).

Proposed wording

The company name is MQ Holding AB. The company is a public company (publ).

§ 4

Current wording

The share capital shall be at least SEK 9,000,000 and no more than SEK 36,000,000. The number of shares shall be at least 9,000,000 and no more than 36,000,000.

Proposed wording

The share capital shall be at least SEK 45,000,000 and no more than SEK 180,000,000. The number of shares shall be at least 45,000,000 and no more than 180,000,000.

§ 7 – second paragraph

Current wording

To be entitled to attend a general meeting, a shareholder must be included in a print-out or other excerpt of the entire share register showing the shareholding five weekdays prior to the general meeting, as well as give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not be earlier than the fifth weekday (including Saturday) before the meeting.

Proposed wording

To be entitled to attend a general meeting, a shareholder must give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and may not be earlier than the fifth weekday (including Saturday) before the meeting.

ALTERNATIVE B

§ 1

Current wording

The name of the company is MQ Holding AB. The company is a public company (publ).

Proposed wording

The company name is MQ Holding AB. The company is a public company (publ).

§ 4

Current wording

The share capital shall be at least SEK 9,000,000 and no more than SEK 36,000,000. The number of shares shall be at least 9,000,000 and no more than 36,000,000.

Proposed wording

The share capital shall be at least SEK 135,000,000 and no more than SEK 540,000,000. The number of shares shall be at least 135,000,000 and no more than 540,000,000.

§ 7 – second paragraph

Current wording

To be entitled to attend a general meeting, a shareholder must be included in a print-out or other excerpt of the entire share register showing the shareholding five weekdays prior to the general meeting, as well as give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and may not be earlier than the fifth weekday (including Saturday) before the meeting.

Proposed wording

To be entitled to attend a general meeting, a shareholder must give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and may not be earlier than the fifth weekday (including Saturday) before the meeting.

The proposal is conditional upon that the general meeting also resolves to approve the Boards resolution on a new share issue with preferential rights for the company’s shareholders in accordance with item 7 on the agenda. The resolution by the general meeting is valid only if supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.

The Board, or anyone appointed by the Board, shall be authorised to make such minor adjustments of the above resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

Item 7 – Resolution on approval of the Board’s resolution on a new issuance of shares subject to approval from the general meeting

The Board proposes that the general meeting approves the Board’s resolution of 18 March 2020 on a new share issue with preferential rights for the company’s shareholders on the terms set out below. The decision on the rights issue of approximately SEK 250 million before rights issue costs is part of an agreement with the companys lending bank, DNB. The proceeds from the rights issue is partly intended to be used to reduce the groups existing indebtedness and to provide access to continued necessary loan financing and also to provide opportunity to intensify the work with continued renewal of the brand positioning of MQ, as well as to focus on MarQet combined with further streamlining of the group’s operations.

  1. The Board, or whomever the Board may appoint among its members, is authorised to resolve, no later than five (5) business days before the record date, on the maximum amount by which the share capital shall be increased, the maximum number of shares to be issued, the number of existing shares that shall entitle to subscription for a certain number of new shares and the subscription price per new share.
  1. The company’s shareholders will have preferential right to subscribe for the new shares in relation to the number of shares held.
  1. Record date for determination of shareholders eligible for participation in the rights issue shall be 23 April 2020.
  1. In the event that all shares have not been subscribed for by virtue of subscription rights, the Board shall, within the maximum amount of the rights issue, resolve on allotment of shares subscribed for without subscription rights, whereby such shares shall, firstly, be allotted to those who also have subscribed for shares by virtue of subscription rights, regardless of whether or not they were shareholders on the record date, pro rata to the number of subscription rights each of them have exercised for subscription, and secondly, such shares shall be allotted to others who have subscribed for shares without subscription rights pro rata to the number of shares subscribed for. Any remaining shares shall be allotted to the underwriters of the rights issue in accordance with the terms and conditions of their respective undertaking, where allotment in first hand shall be made to the chairman of the Board to an amount of up to SEK 5,000,000 and in second hand be made pro rata in relation to each other respective undertaking. Should allotment as per above not be possible pro rata, allotment will be made by the drawing of lots.
  1. Subscription shall be made during the period from and including 27 April 2020 up to and including 11 May 2020, or, with regard to the underwriters, up to and including 20 May 2020. The Board shall have the right to extend the subscription period.
  1. Subscription by virtue of subscription rights shall be made by simultaneous cash payment. Subscription without exercising subscription rights shall be made through subscription on a separate application form and payment for thereby allotted shares shall be made by cash payment no more than three (3) business days after the notice of allotment has been sent to the subscriber. The Board shall have the right to extend the payment period.
  1. The new shares shall carry entitlement to dividend for the first time on the record date for dividend that occurs immediately after the rights issue has been registered with the Swedish Companies Registration Office.
  1. The rights issue requires amendment of the limits on the share capital and number of shares in the company’s Articles of Association, in accordance with item 6 above.

Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act have been prepared.

The proposal is conditional upon that the general meeting also resolves to adopt new Articles of Association in accordance with item 6 on the agenda. The resolution by the general meeting is valid only if supported by shareholders holding not less than half of both the votes cast and the shares represented at the general meeting.

The Board, or anyone appointed by the Board, shall be authorised to make such minor adjustments of the above resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

Miscellaneous

Documentation

The documents prepared pursuant to Chapter 13, Section 6 of the Swedish Companies Act (available in Swedish only) will be available at the company’s premises on Sankt Eriksgatan 5, Gothenburg, and posted on the company’s website www.mq.se no later than 30 March 2020, together with the notice convening the general meeting. The documentation will also be sent to shareholders who so request and state their postal address.

Shareholders’ right to request information

The Board shall, if any shareholder so request and the Board believes that it can be done without material harm to the company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda.

Use of personal data

In connection with the notice of attendance, the company will process the shareholders’ personal data, which is requested above. The personal data gathered from the share register, notice of attendance at the general meeting and information about proxies and advisors will be used for registration, preparation of the voting list for the general meeting and, when applicable, the meeting minutes. The personal data will only be used for the general meeting. For additional information regarding the company’s processing of personal data and your rights, please see the company’s website www.mq.se under the heading “Shareholders’ personal data” (which can be found under the section “Investor Relations” under the heading “The Share”).

_____________

 

Gothenburg, March 2020

MQ HOLDING AB (publ)

The Board of Directors

 

 

MQ Holding AB owns and operates fashion stores under two business areas: MarQet and Joy. MarQet is a chain of concept stores offering men’s and women’s fashions, as well as exciting new product categories adapted to the flexible way of working in the modern age Joy targets fashion-conscious women in midlife who desire excellent quality, fit and comfort. The two business areas currently comprise a total of 159 stores as well as online shopping. The MQ Holding share has been listed on the NASDAQ OMX Stockholm since 18 June 2010. For more information, see www.mq.se

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