New agenda item for the extraordinary general meeting: Election of board member
The board of Omnicar Holding AB (“Omnicar”) has on 17 december 2018 announced that it has resolved to convene an extraordinary general meeting on 3 January 2019 to resolve on an issue authorisation.
The shareholder Claus Hansen, also the CEO of Omnicar, has pursuant to this requested that an additional item is added to the agenda. Claus Hansen proposes that the general meeting also resolves on the number of board members and election of board members. Claus Hansen intends to propose to the general meeting that the number of board members shall be four (instead of three), with no deputies, and that the current board members are re-elected and that Jens Sørensen is newly elected.
Consequently, the Omnicar board has today resolved to issue the following notice for the extraordinary general meeting:
[English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.]
NOTICE OF EXTRAORDINARY GENERAL MEETING
IN OMNICAR HOLDING AB
OmniCar Holding AB (the “Company”) will hold an Extraordinary General Meeting 09:30 am CET on Thursday 3 January 2019 at MAZAR SET Revisionsbyrås office, Terminalgatan 1 i Helsingborg. Registration begins at 09.00 am CET.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Anyone wishing to attend the meeting must
(i) be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Thursday, 27 December 2018, and
(ii) give notice to the company of their intention to attend no later than Thursday, 27 December 2018.
Notification of attendance may be given by e-mail: tbp@omnicar.dk, or in writing to the company at the address OmniCar Holding AB, c/o MAZARS SET Revisionsbyrå, Terminalgatan 1, 252 78 Helsingborg, Sweden. When giving notification please state your name or company name, personal ID or company registration number, address and daytime telephone number. The registration procedure described above also applies to registration for any advisors.
NOMINEE REGISTERED SHARES
To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB as of Thursday 27 December 2018. Registration in this way may be temporary.
PROXY AND PROXY FORM
Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy in possession of a written, signed and dated form of proxy. A form of proxy is available on the company’s website: www.omnicar.com. The form of proxy may also be obtained from the company or be ordered in accordance with the above contact details. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent documentary authority must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the meeting, forms of proxy, registration certificates and other documentary authority must be received by the company in good time before the meeting.
Proposed Agenda
1. Opening of the meeting
2. Election of Chair of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Examination of whether the meeting has been duly convened
7. Resolution on issue authorisation
8. Claus Hansen’s proposal on number of board members and election of board members
9. Closure of the meeting
RESOLUTION ON ISSUE AUTHORISATION (ITEM 7)
The Board of Directors for OmniCar Holding AB (the “Company”) proposes that the General Meeting passes a resolution on issue authorisation according to the following:
The Board of Directors is to be authorised to, on one or more occasions until the next Annual General Meeting, issue new shares, convertible bonds and/or warrants as follows.
An issue can be decided with or without regard to the shareholders’ pre-emption rights. This authorisation is to include the right to issue shares, convertible bonds and/or warrants with cash payment, payment by contribution in kind or payment by way of set-off, and otherwise subject to the conditions as set out in Chapter 2, Section 5, second paragraph 1–3 and 5 of the Swedish Companies Act.
The Board of Directors, or a party designated by the Board, has the right to decide on any minor changes to the General Meeting’s resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
INFORMATION AT THE MEETING
The shareholders are reminded of their right to require information from the Board and the CEO in accordance with Chapter 7, Section 32 and 57 of the Swedish Companies Act.
____________
Helsingborg, December 2018
OmniCar Holding AB (publ)
Styrelsen
CONTACT INFORMATION
For more information about OmniCar Holding AB, please contact
Claus T. Hansen, CEO
E-mail: cth@omnicar.dk
Telephone: + 41 79 854 47 69
http://www.omnicar.com/
ABOUT OMNICAR
The IT company OmniCar has developed a unique software solution called SAM (Service Agreement Management) for vehicle repair shops and car dealers. SAM is a digital tool that is designed to automatically manage future sales and service agreements. SAM helps vehicle repair shops and car dealers to manage and sell far more service contracts than before using customized additional services and subscription-based services that follow each car throughout its lifecycle.