Komplett ASA: Notice of extraordinary general meeting
Oslo, 23 February 2022: Komplett ASA (the "Company" or "Komplett") hereby calls for an extraordinary general meeting to be held on 16 March 2022 at 11:00 CET at the offices of Advokatfirmaet Thommessen AS (Ruseløkkveien 38, 13th floor, 0251 Oslo, Norway).
Reference is made to the announcement on 9 February 2022, where Komplett announced that it had entered into an agreement with SIBA Invest Aktiebolag ("SIBA Invest") for the acquisition of 100% of the shares in NetOnNet AB ("NetOnNet") (the "Transaction"). As part of the consideration payable for the shares in NetOnNet, Komplett shall, subject to the general meeting's resolution, issue 35,242,424 new shares (the "Consideration Shares") to SIBA Invest. The remaining portion of the purchase price shall be paid in cash. For more information about the financing of the cash consideration and the Transaction in general, please see the announcement of 9 February 2022.
In connection with the Transaction, the Company hereby calls for an extraordinary general meeting where the shareholders are asked to (i) issue the Consideration Shares to SIBA Invest at closing of the Transaction, (ii) grant the board of directors an authorization to issue new shares in connection with a contemplated equity capital transaction to finance the cash consideration of the acquisition, and (iii) make certain changes to the composition of the board of directors and nomination committee, effective from and subject to completion of the Transaction, for the purposes of providing SIBA Invest with representation in light of its post-Transaction ownership interest in Komplett of approximately 32.8%. Reference is made to the attached notice for information about the proposed resolutions, the independent statement issued by KWC Revisjon AS for the NetOnNet shares to be acquired by Komplett, in addition to information about participation and voting instructions for the extraordinary general meeting.
Completion of the Transaction is subject to customary closing conditions, including without limitations approvals from the general meeting and required clearances from competition authorities in Norway and Sweden.
All documents relevant for the extraordinary general meeting are made available on the Company's website: https://www.komplettgroup.com/ and attached to this announcement.
Due to the continued spread of the Covid-19 (especially the Omicron variant), the Company's shareholders are encouraged to not participate physically at the extraordinary general meeting, but instead participate by casting their votes in advance or grant the chair of the board of directors (or another person appointed by him) an authorization to vote on its behalf, with or without voting instructions. The Company will arrange for shareholders to follow the extraordinary meeting electronically.
For further inquiries, please contact:
Kristin Hovland, Head of Communication
+47 98 65 28 60
Kristin.Hovland@komplett.com
Krister Pedersen, CFO
+47 95 24 50 37
About Komplett ASA
Komplett Group is a leading online-first electronics and IT products retailer, operating in Norway, Sweden and Denmark. Serving customers in the B2C, B2B and distribution markets, the Group is deeply focused on delivering best in class customer experience, built through decades of knowhow, expertise and deep customer commitment. Komplett Group operates an efficiency and scalable business model that supports costs leadership and enables a competitive product offering.